Terms & Conditions
Last Updated: December 30, 2025
Welcome to Fresh Field. These Terms and Conditions ("Terms") govern your participation in the Fresh Field investment opportunity through the purchase of Investment NFTs. By purchasing an Investment NFT, you agree to be bound by these Terms.
1. Definitions
- "Fresh Field" refers to the decentralised regenerative agriculture project
- "Investment NFTs" refers to the non-fungible tokens representing equity and revenue share in Fresh Field
- "Investor" refers to any person or entity purchasing Investment NFTs
- "Production Assets" refers to the cattle and poultry allocated to each Investment NFT tier
- "Platform" refers to the Manifold marketplace and associated smart contracts
2. Investment Structure
2.1 NFT Tiers
Fresh Field offers four tiers of Investment NFTs:
- Tier 1: $20,000 - Founding Partner (20 NFTs available)
- Tier 2: $10,000 - Growth Investor (50 NFTs available)
- Tier 3: $5,000 - Community Builder (100 NFTs available)
- Tier 4: $1,259 - Early Supporter (unlimited NFTs)
2.2 What You Receive
Each Investment NFT represents:
- An equity stake in Fresh Field proportional to your tier
- Allocated production assets (cattle and/or poultry)
- Monthly revenue distributions from your allocated assets
- 5% perpetual royalties on secondary sales (Tiers 1-3)
- Access to investor updates and governance rights (tier-dependent)
3. Eligibility and Compliance
3.1 Investor Accreditation (US Investors)
US-based investors must be accredited investors as defined by SEC Rule 501 of Regulation D. You must meet at least one of the following criteria:
- Annual income exceeding $200,000 (or $300,000 joint) in each of the past two years with reasonable expectation of the same in the current year
- Net worth exceeding $1 million (excluding primary residence)
- Hold in good standing a Series 7, 65, or 82 license
3.2 International Investors
International investors must:
- Comply with securities laws in their jurisdiction
- Confirm they are not subject to US tax withholding
- Provide any required documentation for cross-border investments
3.3 Prohibited Jurisdictions
Investment NFTs cannot be sold to residents of jurisdictions where such offerings are prohibited, including but not limited to countries subject to OFAC sanctions.
4. Risks and Disclaimers
4.1 Investment Risks
Investing in Fresh Field Investment NFTs carries significant risks, including but not limited to:
- Agricultural Risk: Crop failures, disease outbreaks, weather events
- Market Risk: Fluctuations in agricultural commodity prices
- Operational Risk: Farm management challenges, supply chain disruptions
- Regulatory Risk: Changes in international regulations
- Technology Risk: Smart contract vulnerabilities, blockchain network issues
- Liquidity Risk: Limited secondary market for Investment NFTs
4.2 No Guarantee of Returns
Projected returns are estimates based on current models and assumptions. Actual returns may be significantly lower or result in total loss of investment. Past performance does not guarantee future results.
4.3 Illiquid Investment
Investment NFTs are highly illiquid. There is no established secondary market, and you may not be able to sell your NFT when desired or at a favorable price.
5. Revenue Distributions
5.1 Payment Schedule
Monthly revenue distributions will be made based on actual production from allocated assets. Distributions are projected to begin within 3-6 months of NFT purchase, subject to production ramp-up.
5.2 Distribution Calculations
Revenue distributions are calculated based on:
- Actual production from your allocated cattle and/or poultry
- Current market prices for milk, eggs, and meat
- Deduction of operating expenses (feed, veterinary, labor)
- Your proportional share based on NFT tier
5.3 Payment Method
Distributions will be made in cryptocurrency (USDC or equivalent stablecoin) to the wallet address holding the Investment NFT.
6. Governance Rights
6.1 Tier-Based Rights
- Tier 1: Board observer seat, quarterly strategy calls, annual in-person visits
- Tier 2: Quarterly update calls, voting rights on major decisions
- Tier 3: Monthly updates, community governance participation
- Tier 4: Monthly updates, basic governance rights
6.2 Major Decisions
Major decisions requiring investor approval include:
- Changes to the business model or expansion strategy
- Sale or liquidation of significant assets
- Issuance of additional equity or debt
- Changes to distribution policies
7. NFT Ownership and Transfers
7.1 Proof of Ownership
The Investment NFT serves as proof of ownership. The wallet holding the NFT is entitled to all associated benefits. Fresh Field is not responsible for lost or stolen NFTs.
7.2 Transfers and Secondary Sales
- Investment NFTs may be transferred or sold on secondary markets
- Transfers may be subject to securities law restrictions
- 5% royalty on secondary sales applies to Tiers 1-3
- New holders must agree to these Terms
7.3 Lock-Up Period
There is no mandatory lock-up period, but investors are encouraged to maintain positions for at least 12 months to realize projected returns.
8. Reporting and Transparency
8.1 Regular Updates
Fresh Field will provide:
- Monthly production reports showing actual vs. projected output
- Quarterly financial statements
- Annual audited financial reports
- Real-time dashboards (for Tiers 1-2)
8.2 On-Chain Transparency
All distributions and major transactions will be recorded on-chain for full transparency and auditability.
9. Tax Implications
9.1 Tax Responsibility
Investors are solely responsible for determining and fulfilling their tax obligations. Fresh Field will provide necessary documentation (1099s for US investors) but does not provide tax advice.
9.2 Potential Tax Events
Tax events may include:
- Receipt of monthly revenue distributions
- Sale or transfer of Investment NFTs
- Receipt of royalties (Tiers 1-3)
- Distribution of equity proceeds upon exit
10. Intellectual Property
10.1 Fresh Field IP
All intellectual property, including the Fresh Field brand, operational methods, and technology, remains the property of Fresh Field. Investment NFT holders receive no IP rights except as necessary to exercise their investment rights.
10.2 NFT Artwork
Investors receive a limited license to display the Investment NFT artwork for personal use. Commercial use requires written permission.
11. Termination and Exit
11.1 Project Duration
The initial investment period is 5 years, with potential extensions subject to investor approval.
11.2 Exit Scenarios
Potential exit events include:
- Acquisition by a larger agricultural company
- IPO or token generation event
- Liquidation and distribution of assets
- Buyback of NFTs by Fresh Field
11.3 Liquidation Priority
In a liquidation event, proceeds will be distributed pro-rata based on equity stakes after payment of debts and obligations.
12. Limitation of Liability
To the maximum extent permitted by law:
- Fresh Field's liability is limited to the amount of your investment
- Fresh Field is not liable for indirect, consequential, or punitive damages
- Force majeure events (natural disasters, war, pandemics) relieve Fresh Field of obligations
- Smart contract bugs or blockchain network issues are not the responsibility of Fresh Field
13. Dispute Resolution
13.1 Arbitration
Any disputes arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC).
13.2 Governing Law
These Terms are governed by the laws of [Jurisdiction], without regard to conflict of law principles.
13.3 Class Action Waiver
You agree to bring disputes on an individual basis only, not as part of a class action or representative proceeding.
14. Modifications to Terms
Fresh Field reserves the right to modify these Terms with 30 days notice to NFT holders. Continued holding of the Investment NFT after the notice period constitutes acceptance of the modified Terms.
15. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16. Contact Information
Acknowledgment
By purchasing an Investment NFT, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. You further acknowledge that you have been advised to seek independent legal, financial, and tax advice before making this investment.
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