End User License Agreement

We have recently updated our Terms of Service, please read and accept the Terms of Service to continue.
  1. Acceptance of Terms: By accessing our Service Systems (defined below), you hereby agree with the provider of the Service Systems, to all of the following terms and conditions of use (the “Agreement”). If you do not agree to this Agreement, do not access or use the Service Systems or any content on our sites. You hereby acknowledge and agree on behalf of yourself and your organization that the Service Systems are subject to the restrictions and limitations described below.
  2. Definitions:
    1. "ADI" means Agri-Data Inc.
    2. "Corporate Group" means ADI and its affiliated operating companies.
    3. "Customer" means the farmer or land-owner.
    4. "Input Data" means all raw numerical or factual data in respect of a Customer or Customer’s land.
    5. "Marks" means all of our registered and unregistered trade-marks, service marks, logos, designs and trade names, including AGRI-DATA™, the Agri-Data Logo, related marks, logos and designs and additional marks that we may adopt and use from time to time.
    6. "Service Systems" means the Agri-Data Netware Suite and its components, including The AGRI-DATA Solution, AGRI-DATA Warehouse and other online service systems provided by the ADI from time to time, and includes:
      1. all articles, images, text, front-end graphics, pictures, designs, audio and video content, information, databases, and other content supplied by us or our licensors;
      2. content, compilations, output or reports that flow from Input Data and which are generated using our software systems;> 
      3. our proprietary computer applications and software systems, mobile applications, business processes, back-end databases and software; and> 
      4. related information and materials including Strategic Crop Plans, Strategic Marketing Plans, Strategic Farm Business Plans and other programs we may introduce from time to time.
    7. "you" and "your" refer to any users of the Service Systems; the term "we", "us" and "our" refer to ADI and the providers and licensors of the Service Systems as listed below.
  3. Scope of License: Subject to the restrictions and limitations, the Service Systems are licensed to you by ADI. You may not have access to all of the listed services, depending on your service package or payment terms. Any services added from time to time may be licensed by our other affiliates or licensors.
  4. Your Account: To access and use certain features of the Service Systems, you will be required to register and create an account. You are responsible for maintaining the confidentiality of your account information and password. You shall be responsible for all uses of your account. You agree to immediately notify us of any unauthorized use of your account. You represent and warrant that: (a) you are over the age of 18; (b) your account has not previously been suspended or removed; (c) you are not a direct competitor of us; (d) you are qualified under our standard qualification requirements, and will remain qualified during the term of this Agreement, and you have the authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party.
  5. Your Access: You must provide your own computer hardware and software necessary to connect to the Service Systems, including internet access and if applicable, a suitable mobile device, according to the technical standards and specifications we stipulate from time to time.
  6. General Access: Portions of our websites which do not require an account and password are provided for information purposes only, or for personal, non-commercial use. Public users without an account are still bound by the restrictions and disclaimers set forth below, and if you use our sites you will be considered to have agreed to this Agreement.
  7. Grant of License: If you have paid the invoiced fee or other amount owing, and you are not otherwise in breach of this Agreement or any other agreement, you are hereby granted a limited license to access and use the Service Systems, the Input Data for the purposes set forth in this Agreement, and for no other purpose, during the term of this Agreement. By entering into this Agreement, you grant to us a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, fully paid up and royalty-free right and license to us: (a) to provide copies of Input Data to the owner of such data if requested; (b) to host, publish and retain back-ups of any records or data generated from the Input Data, and any other content that you upload or submit to us; and (c) within the scope of Sections 8 (Termination Rights) and 20 (Verification, Data Rights & Product Improvement), to deal with Input Data without any further consent, notice and/or compensation to you or to any third parties.
  8. Termination Rights:
    1. By Us: In the event you breach this Agreement or any other agreement between you and one of our service providers, and such breach is not remedied or cured within 10 days of written notice (or such other shorter or longer cure period as may be stipulated in any other such agreement), we may terminate this Agreement and thereafter your access to the Service Systems will be subject to Section 8(d) below.
    2. By You: You may shut down your account and cease use of the Service Systems at any time. We require reasonable written notice from you, to implement our standard security policy and to terminate access in accordance with your time-table for ceasing use of the Service Systems. If you elect to terminate early, any prepaid amounts are non-refundable.
    3. By Transfer: You may request that your access rights be transferred to another user, and if qualified under our standard qualification requirements, we may approve the transfer to such user, and we will work with you to terminate your access to the Service Systems and to transfer access to the new user.
    4. 30-Day Rule: In cases which fall under Section (a) above, you will be restricted from accessing your account until such time as the default or breach is remedied or cured, after which the following shall apply. In cases other than Section (a) above, you may access your account and you are responsible for backing-up, saving, downloading or deleting any of your Output Data, as you wish, prior to the termination or transfer of your account, and in any event no later than 30 days from the date of termination. For these purposes, termination shall occur on the date agreed, or at the end of the period for which account access fees are paid-up.
  9. Intellectual Property Rights: As between you and us and the Customer: (a) you agree that the Service Systems and all object and source-code, intellectual property rights, trade-secrets, and know-how related thereto, are owned by us, and you will not contest or challenge such ownership; (b) subject to Sections 8 (Termination Rights) and 20 (Verification, Data Rights & Product Improvement), the Input Data is owned by the Customer.
  10. Content: As an authorized user, you may create and upload content as part of your use of the Service Systems, such as plans, diagrams, maps, audio and video content, text, images, links and contact information, as the Service Systems permit. We claim no rights of ownership to content that is uploaded, submitted or provided by others. If you upload content, or provide content to us for uploading, then you are solely responsible for that content, and the consequences of posting or publishing it in connection with the Service Systems. You represent and warrant that you own or have the necessary and required licenses, rights, permissions and consents (including consents of Customers and content authors), to submit and post such content. We reserve the right to remove content without prior notice in the event of claims or disputes related to such content.
  11. Prohibited Uses: The Service Systems may be used only for authorized purposes by users who have agreed to this Agreement. You may not:
    1. reverse engineer, decompile or otherwise attempt to decipher any code or any portion of our Service Systems for any purpose;
    2. use the output of the Service Systems for any purpose other than as required in connection with your provision of professional services to Customers in accordance with your agreements with our service providers;
    3. upload, post or submit any false or inaccurate content, Input Data or Output Data
    4. corrupt, falsify or distort any content, Input Data or Output Data;
    5. delete or revise any portion of our Service Systems;
    6. distribute, sell, lease, transfer, assign, trade, rent, publish or license the Service Systems as a stand-alone service to others;
    7. engage in linking or framing of any portion of our sites or our Service Systems;
    8. aggregate, scrape, harvest or duplicate any portion of our Service Systems, including any personal or contact information, or use such personal or contact information for any secondary marketing purposes or unsolicited mass e-mail, or any purpose inconsistent with the purposes of the Service Systems;
    9. upload, post or submit content that infringes any copyright, or other intellectual property rights, or offends privacy rights, or otherwise offends the standards set by us from time to time; or
    10. copy, misuse or duplicate the layout and design of our sites, or the underlying code and database structures, or any of our Marks.
  12. Copyright: All content published on or otherwise accessible through our sites is protected by copyright in Canada, the United States and through international treaties. Copyright in the Service Systems and other content supplied or authored by us is owned by us, along with the layout and design of our sites and all object and source-code and database structures.
  13. Trademarks: Our Marks are trade-marks/registered trade-marks protected in Canada, the United States, and through international treaties and may not be used without prior written authorization. All other company names and logos displayed on our sites may be trade-marks of their respective owners.
  14. Privacy: By agreeing to the terms of this Agreement, you agree to be bound by our Privacy Policy (accessible online). We take reasonable precautions to protect personal information. You are required to obtain necessary consents for the collection, use and disclosure of any personal information which may appear in content submitted or uploaded by you. If consent is withdrawn, we reserve the right to remove or delete any personal information.
  15. Indemnity: You agree to defend, indemnify and hold the Corporate Group and its providers, licensors, operators and/or related companies harmless from any and all liabilities, costs, claims and expenses, including reasonable solicitor’s fees, related to any violation of this Agreement by you or users of your account, or in connection with (a) the use of the Service Systems, (b) the uploading, posting or submission of any Input Data, or other content or information on our sites by you or users of your account, (c) any breach by you of any representation or warranty, or (d) any other breach by you of this Agreement or any other agreement between you and one of our service providers.
  16. Limited Warranty: The Service Systems will be maintained to be available and to function within stated specifications, according to professional industry standards. We will not be liable or responsible for any failure or interruptions of the Service Systems which are caused by occurrences or events beyond our control such as: unauthorized modifications of the Service Systems by the end-user or others, failures of your internet service provider, failures in the internet, failures in third-party software or hardware, third-party viruses, or user error.
  17. LIMITATION OF LIABILITY: We will not be liable for any indirect, incidental or consequential damages, arising out of or in connection with the use the Service Systems. In any event, you agree that (a) the aggregate liability of the Corporate Group for damages (other than those damages related to professional and agronomic recommendations or advice) shall be limited to the amount paid by you to use the Service Systems during the six-month period preceding the date of occurrence of the claim; and (b) any such claim must be brought within one year of occurrence
  18. Jurisdiction & Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada and the federal laws applicable therein, without regard to its conflict of laws rules.In the event of any dispute arising under this Agreement, you agree to submit to arbitration in accordance with Section 19.
  19. Dispute Resolution: You agree to submit to the exclusive jurisdiction of the courts in the Province of Alberta for the resolution of all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement
  20. Verification, Data Rights & Product Improvement
    1. Verification.We reserve the right to monitor usage and verify compliance with these Terms of Service and you agree to provide us with information as may be reasonably requested from time to time regarding usage, for verification of compliance and product improvement.
    2. Aggregated Data. We have the right to collect, aggregate and anonymize data (including Input Data and Output Data) that is collected, generated or input by users of the Service Systems, subject to the following:
      1. All aggregated data will be stripped of identifiers (such as specific user names, civic address, corporate or business names, serial numbers) that would identify specifics about you, your users or the business or operations of users;
      2. Aggregated data will not be traceable back to any specific users;
      3. Aggregated data will exclude any Personal Information, and we will abide by all applicable privacy protection laws in the handling of such data; and
      4. We will have rights hereunder to own and use such anonymized and aggregated data in our discretion for product improvement, benchmarking, and for other business purposes.
  21. Beta & Trial Use: From time to time, we may offer use of some or all of the Service Systems under beta, trial and/or promotional offers. Such use may be terminated by us at any time without any recourse by you. Because such access is made without charge, and/or may be for pre-release versions, you bear the entire risk of use.
  22. Linked Sites: Links available on our sites may link to third-party websites not maintained or controlled by us and we provide these links for your convenience, and we are not responsible for the contents of any linked site.
  23. Changes: Changes to this Agreement may be made from time to time and the amended terms will take effect upon electronic acceptance by you. We reserve the right to change or remove any of our content, functionality or features from the Service Systems, in whole or in part, at our sole discretion, at any time, with reasonable written notice.
  24. US Government End Users: The Service Systems may not be supplied to the US Government without (a) our prior written permission and (b) the imposition or declaration of restricted rights as may be applicable under US law. Use, duplication or disclosure by the US Government is subject to restrictions as set forth in DFARS 227.7202 or in FAR 52.227-19, or their successors as applicable. You hereby indemnify us from any claims, actions, liability or expenses (including reasonable lawyers' fees) resulting from your failure to act in accordance with the certifications and commitments in this Section.
  25. Export Controls: You may not use or otherwise export or re-export the Service Systems except as authorized by applicable United States or Canadian law. You represent and warrant that you are not located in, under control of, or a national or resident of any country subject to export controls.
  26. Survival: All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite this Agreement's expiry or termination for any reason. The following terms shall survive the termination of this Agreement: 8, 9, 11, 15, 16, 17, 18 and 19.
  27. Extraordinary Circumstances: Other than a payment obligation, no party shall be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of such party, including without limitation, fire, flood, strike and other industrial disturbance, failure of transport, act of terrorism, accident, war, riot, insurrection, act of God or order of governmental agency.>   Performance shall be resumed as soon as possible after cessation of such cause.
  28. Miscellaneous: You may not assign or transfer the rights granted to you under this Agreement without our prior written consent. We may assign this Agreement to a third-party upon written notice to you. This Agreement constitutes the entire agreement between ADI and you with respect to your use of the Service Systems. In the event of any inconsistency between this Agreement and any other agreement between us and you, this Agreement will prevail to the extent of resolving the inconsistency. Any failure by us to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. If any of the terms and conditions of this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions. The parties have required that this Agreement and all related documents be drawn up in English. Les que convention que les documents qui This Agreement may be agreed to by electronic acceptance, or may be executed by facsimile or other digital copy.