FarmAfield – TERMS OF USE

Last Updated: January 15, 2025

These Terms of Use (“Terms”) are a legal agreement between you (“you” or “User”) and Quo Vadis, LLC d.b.a. FarmAfield (“Company,” “we,” “us,” or “our”) and govern your access to and use of our website, mobile applications, and online services (collectively, the “Platform”).

By accessing or using the Platform, creating an account, or by clicking “I Agree” (or similar), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Platform.

1. Eligibility and Regulatory Compliance

1.1 Age and Capacity You must be at least 18 years of age (or the age of majority in your state of residence) and have the legal capacity to enter into a binding contract to use the Platform.

1.2 U.S. Use Only The Platform is intended only for U.S. persons and entities. By using the Platform, you represent that you are a U.S. citizen, lawful permanent resident, or a U.S.-organized entity, and that you are accessing the Platform from within the United States.

1.3 Commercial Sale of Physical Assets; No Securities or Financial Derivatives The Platform facilitates the direct purchase and sale of physical livestock (tangible agricultural assets) and the execution of production service contracts for the care of those specific animals. The transactions facilitated on this Platform are not intended to be, and should not be construed as, the sale of securities, commodity futures, or financial derivatives. You acknowledge that you are purchasing legal title to specific, identifiable animals "on the ground" and entering into a service agreement for their maintenance.

1.4 Compliance With Laws You agree to comply with all applicable federal, state, and local laws, including the Packers and Stockyards Act, U.S. Department of Agriculture (USDA) regulations, and any applicable state agricultural codes in connection with your use of the Platform and your purchase of livestock.

1.5 KYC/AML and Sanctions Screening We may require you to provide information and documentation to verify your identity and conduct Know Your Customer (KYC) and Anti–Money Laundering (AML) checks. You authorize us to conduct such checks. We may deny, suspend, or terminate your account if you do not provide requested information or if we determine you present a compliance risk.

1.6 Own Account and Beneficial Ownership You represent that you are purchasing livestock for your own account and not as a nominee or agent for any other person, unless explicitly disclosed to and approved by us.

2. Description of the Platform and Services

2.1 Overview The Platform provides technology and administrative services that facilitate the direct purchase of cattle and the management of related agricultural production contracts (the “Purchases”). The Platform may:

• Present information about specific cattle or lots and associated producers/farm operators;
• Enable you to purchase legal title to specific, physical livestock; and
• Facilitate the execution of production contracts for the feeding, care, and eventual sale of said livestock.

2.2 No Bank, Broker-Dealer, or Financial Advisor The Company is not a bank, a registered securities broker-dealer, a commodities commission merchant, or a financial advisor. We are a technology provider facilitating commercial agricultural transactions involving the sale of tangible goods. You remain solely responsible for your decisions to purchase livestock.

2.3 Separate Production Agreements Your Purchase will be governed by additional agreements, including but not limited to a Bill of Sale and a Production/Feeding Contract between you and the Producer. In the event of a conflict between these Terms and the specific Production Contract, the Production Contract will control for matters relating to that specific lot of livestock.

3. Title, Ownership, and Custody

3.1 Transfer of Title Upon completion of a transaction through the Platform, legal title to the physical livestock passes directly from the seller to you. The Company does not take title to the livestock at any time.

3.2 Identification of Assets We require Producers to identify and track livestock purchased through the Platform (via ear tags, lot numbers, or other industry-standard methods) to ensure that your specific property is identifiable and distinct from the assets of the Company or other Users.

3.3 Custody of Funds Payments for Purchases are processed by third-party providers and held in accordance with the specific terms of the transaction until disbursed to the Producer or Seller. These funds are not intended to be treated as assets of the Company.

4. Risks of Cattle Ownership and Production

4.1 General Agricultural Risk The purchase of livestock involves substantial risk. There is no guarantee of profit, distribution, or return. Cattle are biological assets subject to extreme market and environmental volatility.

4.2 Livestock Health and Mortality Risks Cattle are subject to risks including, without limitation:

• Illness, injury, and mortality;
• Nutritional and environmental stress;
• Disease outbreaks;
• Weather events and natural disasters. These events may significantly reduce weight gain, increase veterinary costs, delay sales, or result in the total loss of the animal, which may eliminate any potential proceeds from the final sale.

4.3 Market Volatility Market prices for physical livestock and feed costs are influenced by volatile global conditions. Market downturns, changes in consumer demand, or trade policies may cause sale prices to be significantly lower than projected, potentially resulting in a loss on your purchase.

4.4 Producer Performance Your livestock are managed by third-party farmers, ranchers, or producers (“Producers”). While we may vet or monitor such Producers, the Company does not guarantee their performance, husbandry practices, or compliance with all industry standards.

5. No Investment, Legal, or Tax Advice

5.1 Self-Directed Platform The Platform is self-directed. All purchase decisions are made solely by you. Information on the Platform (including projections or educational content) is for informational purposes only and does not constitute investment, legal, tax, or financial advice.

5.2 Consult Your Own Advisors You should consult your own agricultural, financial, legal, and tax advisors before purchasing livestock. You acknowledge that you are capable of evaluating the merits and risks of agricultural production.

6. User Accounts, Security, and Acceptable Use

6.1 Account Security You are responsible for maintaining the confidentiality of your login credentials and for all activities occurring under your account.

6.2 Acceptable Use You agree that you will not:

• Use the Platform for any illegal, fraudulent, or deceptive purpose;
• Engage in money laundering or other prohibited financial activities;
• Use any automated means (e.g., bots, scrapers) to extract data from the Platform, or use Platform data to train artificial intelligence models without our written consent;
• Misrepresent your identity or eligibility.

7. Fees and Compensation

7.1 Platform Fees We may charge fees in connection with the use of the Platform (e.g., technology fees, administrative fees), as described in our Fee Schedule or the specific Bill of Sale.

7.2 Disclosure of Compensation The Company may receive compensation from Producers or Sellers in connection with livestock listed on the Platform. By using the Platform, you acknowledge and consent to these arrangements.

7.3 Payment Processing Payments are processed by third-party providers. By using these services, you agree to be bound by their terms. You are responsible for any fees associated with your payment method, including chargebacks or returned ACH fees.

8. Electronic Communications and E-Signature Consent

8.1 Electronic Delivery & E-Sign You consent to the use of electronic signatures to sign Bills of Sale, Production Contracts, and other documents. You agree that such electronic signatures have the same legal effect as handwritten signatures under the E-SIGN Act.

9. Privacy and Data Security

9.1 Privacy Policy Your use of the Platform is subject to our Privacy Policy. We collect and share information with identity verification services, Producers, and payment processors as necessary to facilitate your transactions.

10. Disclaimers; No Warranties

THE PLATFORM AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. WE DO NOT WARRANT THAT ANY PERFORMANCE ESTIMATES OR MARKET PROJECTIONS WILL BE ACCURATE.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

11.1 No Liability for Biological or Market Loss THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM THE DEATH, ILLNESS, OR POOR PERFORMANCE OF LIVESTOCK, OR FOR LOSSES DUE TO MARKET PRICE FLUCTUATIONS.

11.2 Liability Cap IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (B) US $1,000.

12. Dispute Resolution, Governing Law, and Arbitration

12.1 Governing Law These Terms are governed by the laws of the State of Nebraska, without regard to its conflict of law principles.

12.2 Agreement to Arbitrate Any dispute arising out of or relating to these Terms or the Platform will be resolved by binding arbitration administered by the American Arbitration Association (AAA). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

12.3 Class Action Waiver YOU AND THE COMPANY AGREE THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. Miscellaneous

13.1 Entire Agreement These Terms, the Privacy Policy, and any Bill of Sale/Production Contracts constitute the entire agreement regarding the Platform.

13.2 Contact Information FarmAfield, 2125 Transformation Dr Suite 1000, Lincoln, NE 68508

Email: team@farmafield.com