END USER LICENSE AGREEMENT
This is an agreement ("Agreement") between you as an individual consumer or a small business entity ("you") and Agrotelligence INC. ("Agrotics", "our", "we" or "us"). This Agreement sets out your rights and the conditions upon which you may use our software and services ("Software" or "Services"). You should read the document in its entirety, including any linked terms, because all the terms are important and together create this Agreement that applies to you.
By clicking an acceptance button or loading the Software or otherwise using the Software or Services, you agree to the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not install, access or use the Software or Services. If you have accepted multiple versions of the Agreement, the most current version that you accepted is the Agreement between you and us and supersedes and replaces all prior versions. To the extent any translated version of this Agreement conflicts with the English version, the English version prevails.
This Agreement covers:
● License Terms
● Payment & Support Terms
● Terms Specific to Products and Services
● Binding Arbitration
● General Legal Terms
● Contact Information
● Data retention and usage
LICENSE TERMS
License Grant For Personal Use
We are pleased to grant you, an individual consumer, a personal, non-transferable, nonexclusive term-limited license to install and use any Software and Services for which you have purchased a subscription for personal use on the number of devices and for the number of users specified in your License Entitlement or Service Entitlement, as applicable, subject to the System Requirements.
"License Entitlement" means the number and type of devices and users that are permitted to use the Software, as specified in the documents that accompanied your purchase or download, which may include: the checkout payment page, a product description page, the email confirmation that we send for the purchase or another document made available to you when you purchased the product. If no licensed device count or user count was specified, the License Entitlement is for a single device and user.
"Service Entitlement" means the scope and duration of the Services you purchased, as specified in documents made available to you when you purchased the product. If no scope or duration is specified in the documents, the Service Entitlement is for a single device and user for one year.
"System Requirements" means the supported devices that the Agrotics product will function properly with. It is your responsibility to meet System Requirements, such as obtaining updates or upgrades in order to continue using the Software.
Your use of the Software is limited to devices we support and may be affected by the performance and compatibility of your hardware, software and Internet access. Meeting system requirements is your responsibility, and you are responsible for the cost of your equipment, which may include obtaining updates or upgrades from time to time in order to continue using the Software. System requirements are set forth on the product description page.
If the Agreement terminates for any reason or expires, neither you nor any personnel employed by you will be authorized to use or access the Software, including any online storage or backup services, and we may cancel and/or close your account at our sole discretion. After the termination or expiration date, we will follow our standard policies to delete any of your online stored or backed-up information, text, files, links, images or other materials provided to us ("Content"). It is your responsibility to store or backup your Content elsewhere before this Agreement expires or is terminated. Use of Software, at any time, is governed by the terms of this Agreement.
Data Collection and Usage
Anonymized Data: The Customer acknowledges and agrees that the Software may collect and use anonymized data related to its usage, including but not limited to usage patterns, performance metrics, and error logs ("Anonymized Data"). This Anonymized Data does not include any personally identifiable information and is used solely for the purpose of improving the Software's performance, features, and user experience.
Data Storage and Security: Any Anonymized Data collected shall be stored securely and in compliance with applicable data protection laws and regulations. The Company shall take reasonable measures to safeguard the confidentiality and integrity of such data.
Usage of Anonymized Data: The Company may analyze, process, and utilize the Anonymized Data to enhance the Software's functionality, develop new features, and provide tailored services. The Customer agrees that the Company may use and disclose Anonymized Data for any lawful purpose without further consent from or notice to the Customer.
Data Retention: The Company may retain Anonymized Data indefinitely unless otherwise required by law or regulatory obligations. The Customer understands and agrees that Anonymized Data may be retained for historical or statistical purposes even after termination of this Agreement.
Opt-out: The Customer has the option to opt-out of the collection and usage of Anonymized Data by contacting the Company's support team and following the provided instructions. However, opting out may limit the Customer's access to certain features or functionalities of the Software.
Data Ownership: The Customer retains all rights, title, and interest in any data provided to the Software. This Agreement does not transfer ownership of any data to the Company, except for the Anonymized Data collected as outlined herein.
Changes to Data Handling: The Company reserves the right to modify its data collection, usage, and retention practices at any time, provided that such modifications do not materially diminish the level of protection afforded to Anonymized Data. The Customer will be notified of any material changes to this clause.
By continuing to use the Software, the Customer acknowledges that they have read and understood this Data Collection and Usage clause and agrees to its terms.
Restrictions
The Software and Services are licensed to you, not sold, and they are protected by U.S. and international laws and treaties. You do not have any right to reproduce or distribute the Software and Services without our permission, and if you do so you may be subject to fines or any other penalties allowed by the civil and criminal laws of the relevant jurisdictions. You may not: (i) reverse-engineer or otherwise try to derive source code from the Software and Services, unless allowed by law; (ii) adapt or modify the Software and Services or create derivative works based on the Software and Services; (iii) publish, copy (other than backup copies if permitted by your purchase documents), sell, lend, rent, sublicense, assign or in any other way transfer the Software and Services to anyone else; (iv) exploit the Software and Services for any commercial purposes (unless you are a small business, in which case the License Grant for Small Business Use above will apply); (v) attempt to circumvent technical protection measures in the Software and Services; (vi) use the Software and Services to violate the law; or (vii) engage in any activity that interferes with anyone else’s use of the Software and Services. If you have installed the Software and Services on a device and you transfer ownership of that device to someone else, you must ensure that any Software and Services are deleted from that device and that the device information is removed from your account with us. We have the right to terminate or suspend this Agreement, your account, and your access to the Software and Services if we determine that you have violated this Agreement. The Software and Services may contain enforcement technology that limits the size of content storage, bandwidth consumption, or the number of devices on which the Software and Services may be installed or that allows us to suspend your access to the Software and Services if you have violated this Agreement or if your License has expired or been terminated.
Ownership
We retain ownership of our respective Software and Services and all rights related to the Software and Services, including all intellectual property rights with regards to the data to be created during the performance of our Software and Services being given to you. The only rights we grant you are those rights expressly stated in this Agreement. Also, if you provide us any comments, information, opinions, or suggestions on the Software and Services, you acknowledge and agree that we may use them without restriction, for any purpose and without compensation to you.
Paid Subscriptions
Your right to use the software or services is effective for the length of time of the subscription term set forth in the documents that accompanied your purchase ("Subscription Term") and, where applicable, each subsequent renewal term unless terminated.
Changes to this Agreement
Agrotics may need to update or change its terms and conditions over time. If you have a paid subscription, any new terms and conditions will apply when your subscription renews. If you do not agree to the new terms and conditions, then you must reject the changes by turning off auto renewal and uninstalling the Software and ceasing all use of any Software or Services at the end of the Subscription Term.
Termination
We may terminate this Agreement if you fail to comply with the terms of this Agreement. You may terminate your right to use the software prior to its expiry by permanently erasing the Software and Services from your devices and canceling your account with us. If this Agreement expires or is terminated, (i) you will no longer be authorized to use or access the Software and Services, including any online storage or backup services, (ii) you must permanently erase the Software and Services from your devices, and (iii) we may cancel or close your account. Upon termination or expiration, we will follow our standard policies to delete any of your online stored or backed-up information, text, files, links, images or other materials provided to us ("Content"). It is your responsibility to store or backup your Content elsewhere before this Agreement expires or is terminated.
PAYMENT & SUPPORT TERMS
PAYMENT AUTHORIZATION.
You agree that we or our authorized partner may charge the credit or debit card account or other payment device you provided for all amounts you owe related to your purchase , including any subscription renewals. you agree to notify us promptly of any change in your card account number or expiration date or other payment information. for credit and debit cards, you agree that we may update such information with updates received directly or indirectly from your card issuer and the relevant card network and we may use the updated card information to charge amounts you owe us. This will serve as your consent for your card or payment device to be charged or debited.
Automatic Renewal
You agree that your paid subscription will be automatically renewed. You authorize us or our authorized partner to charge your card or payment device on file within 30-days of your subscription expiration date, at the renewal term subscription price in effect at the time of the renewal. The subscription price for your auto-renewal is subject to change. Your subscription renewal is ongoing and will continue until you cancel. Before your Subscription Term expires, we will send a notice to the e-mail address listed in your account profile, informing you of the upcoming renewal.
Any time after purchasing a subscription, you may turn off automatic renewal by accessing your online account page or contacting customer service. if you do not wish to be automatically renewed, you must turn off automatic renewal more than 30 days before your subscription term expires. if you do not turn off automatic renewal, your subscription will continue for the renewal term under the agreement in effect at the time of each renewal unless it is canceled by you (or terminated by us pursuant to this Agreement).
Turning off automatic renewal will discontinue any premium features and services that we offer exclusively to subscribers who are enrolled in automatic renewal and have paid for their subscription.
Cancellation
Cancelling your subscription or terminating this Agreement will not result in a retroactive refund or pro-ration of fees paid based on cancellation date. Cancelling your subscription or terminating this Agreement will stop future recurring fees, and you will have access to the subscribed Software and Services until the end of the then-current Subscription Term.
Data Charges
You are responsible for any charges incurred with your data- or mobile-service provider in connection with your use of the Software or Services, including any overage and penalties assessed for exceeding your data or minute allowance, or use of domestic or international short message service.
Support and Updates
If your Software and Services qualify for technical support and you have a current paid subscription, you will receive technical support in accordance with our current standard-support offerings. Not all Software and Services qualify for technical support. Any obligation we may have to support the previous version of the Software and Services ends when an upgrade, modified or later version, or other update to the Software and Services ("Update") becomes available. For your convenience and to ensure that the Software on your devices includes new features that we develop, by agreeing to this Agreement you give us permission to install Updates, and, at your request or with your consent, new Software on your devices automatically when available, to the extent that it is possible for us to run such background installations.
Additional Disclaimers of Warranties and Limitation of Liability
Below are additional warranties and limitations of liability applicable to our Identity Protection Services:
No advice or information, whether oral or written, obtained by you from us, or through or from the services, will create any warranty not expressly stated in this Agreement.
BINDING ARBITRATION AND CLASS ACTION WAIVER
For all non-European Union customers.
Agreement to Arbitrate Disputes
Subject only to the Small Claims Court Option described below in this section, any claim, dispute or controversy of any kind, regardless of the type of claim or legal theory or remedy ("Claim") by either you or us against the other arising from, relating to or in any way concerning the Agreement, the Software, or Services shall be resolved by confidential binding arbitration. This agreement to arbitrate includes, but is not limited to: (i) Claims relating to the enforceability or interpretation of this Agreement, including any of these arbitration provisions; (ii) Claims by you, and also Claims made on your behalf or connected with you, such as an employee, representative, agent, predecessor, successor, heir, assignee, or trustee in bankruptcy; (iii) Claims that relate directly to us, and/or to our parent, affiliates, subsidiaries, successors, assignees, employees, and agents; and (iv) Claims that could have been asserted as part of a class action, private attorney general or other collective, consolidated, or representative action, it being expressly understood and agreed to that the arbitration of such claims must proceed solely on an individual (non-class and non-representative) basis and the arbitrator shall have the authority to award relief only on an individual (non-class and non-representative) basis. You and we agree that no class action, collective action, consolidated action, private attorney general or other representative claims may be pursued in arbitration, nor may such actions be pursued in court. by accepting this arbitration agreement, you and we agree to waive the right to initiate or participate in a class action, representative action, private attorney general action or collective or consolidated action of any kind.
Notice of Dispute
The party seeking arbitration must first notify the other party of the dispute in writing at least 60 days in advance of initiating arbitration. The notice must include your name, address, and contact information, the facts giving rise to the dispute, and the relief requested. You and we will use reasonable efforts to resolve any dispute through informal negotiation within 60 days from the date the notice of dispute is sent. After 60 days, you or we may commence arbitration. Notwithstanding these notice obligations, any demand for arbitration must be made by you or us within the statute of limitations that is applicable to the Claim(s) upon which arbitration is sought or required. These notice obligations do not modify the statute of limitations that is applicable to any Claim(s).
Administration of Arbitration
If any dispute is not resolved by informal negotiation, any claim, dispute, or controversy will be, at the demand of either party, conducted exclusively by binding arbitration governed by the Federal Arbitration Act ("FAA"), and not state law. Instead, all disputes will be resolved on an individual basis before a single, neutral arbitrator and the proceeding will be confidential. The arbitrator will be either a lawyer admitted to practice law in his or her jurisdiction and with at least ten years’ experience or a retired or former judge selected in accordance with the rules of the AAA. The arbitrator is bound by the terms of this Agreement, and the arbitration will be governed by the Commercial Arbitration Rules or Consumer Arbitration Rules of the AAA, as applicable, as modified by this Agreement (the "Arbitration Rules"). All arbitration proceedings will be conducted in English, and the United States FAA will govern the interpretation, enforcement, and proceedings pursuant to the binding arbitration clause in this Agreement. The award will be confidential and only disclosed as is necessary to obtain judgment or as otherwise required by law. You and we further agree that a judgment may be entered upon the award by any court having jurisdiction. The arbitration award will determine the rights and obligations between the named parties only, and only in respect to the claims in arbitration, and will not have any bearing on the rights and obligations of any other dispute.
Costs
The party initiating the arbitration will pay the initial filing fee. If you file the arbitration and an award is rendered in your favor, we will reimburse your filing fee. We will pay the fees and costs for the first day of any hearing. All other fees and costs will be allocated in accordance with the arbitration rules. However, we will advance or reimburse filing and other fees if the arbitrator rules that you cannot afford to pay them or if you ask us and we determine there is a good reason for doing so. Each party will bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
For European Union Customers – Online Dispute Resolution Service ("ODR") & Alternative Dispute Resolution ("ADR"). We are required by law to provide a link from our website to the EU ODR Platform: https://ec.europa.eu/info/live-work-travel-eu/consumers/resolve-your-consumer-complaint. We are not obligated to use ADR should you have a complaint with us. If you do have a complaint with us which we cannot resolve using our internal complaints handling procedures, we will contact you by letter or email about whether we are prepared to submit to ADR.
GENERAL LEGAL TERMS
Law Covering This Agreement
Except as provided in the Local Law Section below, this Agreement, the use of the Software and Services, the relationship of the parties, and any disputes arising out of, concerning, or relating to the Agreement, including any disputes between you and us, will be governed by and construed in accordance with the laws of the state of New York, excluding its conflict of law principles, except that the FAA governs all provisions relating to arbitration. If for any reason, the laws of the state of New York are found not to apply, then, except as provided in the Local Law Section below, this Agreement, the use of the Software, Services, the relationship of the parties, and any disputes arising out of, concerning, or relating to the Agreement, including any disputes between you and us, will be governed by and construed in accordance with the laws of the state of Delaware, excluding its conflict of law principles, except that the FAA governs all provisions relating to arbitration.
Attacks on Data
You acknowledge that some security breaches involve attacks on data. For example, there are viruses and other malware that: (i) delete or destroy your data (sometimes individual files, but sometimes even an entire disk by corrupting a master boot record or other key element); (ii) modify your files (such as parasitic malware that attaches itself to a file and modifies the file to enable its own execution and/or propagation); and (iii) encrypt files on your drive (such as ransomware that uses asymmetric encryption). The best way for you to protect yourself from these types of attacks is frequent back-ups of your data to another device or location. That way, you have another copy of the data that the attacking software has deleted, modified, or destroyed. While we will use commercially reasonable efforts to remove the attacking malware or virus, it is your sole and exclusive responsibility to back-up all data and files on your device so that they can be restored in the event of an attack on your data. Without such a back-up, it may not be possible to restore the deleted, destroyed, or modified data. We will have no liability for loss of or recovery of data, or files or loss of use of systems or networks arising from attacks on data.
Limited Warranty
For 30 days after the purchase date ("Warranty Period"), for paid versions of the Software only, we warrant that the Software licensed under this Agreement (including updates provided during the Warranty Period but not for updates provided outside of the Warranty Period) will perform substantially in accordance with the documentation provided by us in connection with that Software at the time of purchase, and that any tangible medium (such as a CD-ROM, but excluding devices manufactured by other companies) on which the Software is contained and provided to you will be free from defects in materials and workmanship. We do not warrant or guarantee that any particular mobile device or computer will be compatible with or function with the Software or Service, nor do we warrant or accept any liability for the operation of your personal equipment that is used to access the Software or Service. Your sole remedy, and our and our suppliers’ entire liability, in case of any breach of this limited warranty is that we will, at our option, refund the price you paid for the license, replace the defective medium that contains the Software, re-perform the Service, or provide an alternative remedy as required by local consumer law in your jurisdiction. These remedies may not be available in some countries to the extent that we are subject to restrictions under applicable export-control laws and regulations. If the tangible medium is defective, you must return it at your expense to the place where you bought it and provide a copy of your receipt. Any replacement medium will be warranted for the remainder of the original Warranty Period.
Disclaimer
The above warranties are your exclusive warranties. They replace all other warranties, representations, terms or conditions, express or implied, including warranties or conditions of merchantability, performance, satisfactory quality, fitness for a particular purpose, title, and non-infringement. The software and services are provided "as is".
Limitation of Liability.
Under no circumstances are we are liable to you for any: (i) indirect, special, incidental, or consequential damages; (ii) theft of personally identifiable information or cost of procuring substitute software or services, and (iii) damages for loss of profits, loss of goodwill, loss of personnel salaries, work stoppage, computer failure or malfunction, loss of data, or negligence of any kind, or for any other indirect damage or loss. in no event, will our aggregate liability to you for direct damages under this Agreement exceed the price you paid for the applicable software.
No Waiver
We do not waive any provision of this Agreement unless we waive it in a signed writing.
Severability
If any part of this Agreement is for any reason held to be unenforceable, that part is, to that extent, deemed omitted, and the rest of it remains fully enforceable.
Complete Agreement
This Agreement constitutes the entire agreement between you and us and governs your use of the Software and Services acquired hereunder. This Agreement supersedes any prior agreements between you and us in relation to the Software and any Services, and any other communications, representations, or advertising relating to the Software or Services.
AGROTICS CONTACT INFORMATION
Customer Service & Technical Support: [email protected]