In these Terms, “AgriSync,” “we,” and “our” mean AgriSync, Inc., a Delaware corporation, and “user,” “you,” “yourself,” and “your” mean any user of the Site, App or Services. Collectively, these Terms and additional AgriSync policies, procedures and terms incorporated here, when referenced by name or by links, collectively are called the “AgriSync Policies.”
By accessing or using the Site, App or Services (1) you acknowledge that you have read, understand and agree to be bound by the latest version of these Terms, which may be amended from time to time without notice to you, and (2) you represent and warrant that you are at least 18 years of age and are not prohibited by law from accessing or using the Services.
Usage Guidelines. You agree to use the Services subject to following limits and conditions:
You agree not to upload, post, store, transmit, or otherwise make available any voice, video, document, text or material of any kind (collectively “Content”) that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise deemed objectionable by AgriSync or its affiliates.
You agree not to upload, post, store, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
You agree not to upload, post, store, transmit, or otherwise make available any Content that violates copyright, trademark or other laws protecting intellectual property, or that violates an individual’s publicity or privacy rights.
You agree not to upload, download, transmit, store, or otherwise make available any code or material that harms or interferes with any device, software, network or service.
You agree not to violate any laws or regulations in your state or country (including but not limited to laws governing intellectual property rights, online conduct or online content).
You agree that you have all the rights, licenses, and permissions from third parties to use, reproduce, publish, and display Content belonging to others.
AgriSync has no control over, and is not responsible for, the privacy of any Content that you have shared with others so always use caution when giving out any personally identifiable or sensitive information.
Your Account. To use the Services, you must create an account with AgriSync through the Site or App (“Account”). When registering for an Account, you must provide and promptly update true, accurate, current and complete information about yourself (“Registration Data”). You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify AgriSync of any unauthorized use of your Account or any other breach of security related to your use of the Services.
Intellectual Property Rights and Grant of Rights to User. The software code, design, architecture and functionality of the Site and App are protected by copyright, trademark, patent and other intellectual property laws, and are the sole property of AgriSync or are used by AgriSync with permission. All Content made available through the Services and not created by you are provided to you by AgriSync or other users or licensors (collectively “Content Owners”) solely to support your permitted use of the Services. The Content may be modified from time to time by AgriSync or the Content Owners in their sole discretion and without notice. Except as expressly set forth herein, no license right or interest is granted to user for any other purpose other than utilizing the Content within the Services, and any other use of the Content by user shall constitute a material breach of these Terms. All logos and company names are trademarks™ or registered® trademarks of their respective holders.
Application License. Subject explicitly to the terms and conditions of these Terms, AgriSync grants user a non-exclusive, non-transferable, revocable license to use the Services, in object code form only, on user’s compatible devices, solely to facilitate user’s permitted use of the Services.
Safety While Using the Services. You agree, represent and warrant that:
YOU WILL NOT, UNDER ANY CIRCUMSTANCES, ACCESS, VIEW, OR USE THE SITE, APP OR SERVICES WHILE DRIVING OR OPERATING A VEHICLE OR MACHINERY OF ANY KIND (including, without limitation, a car, truck, motorcycle, farming equipment and commercial equipment); and
You understand that any accessing, viewing or using the Site, App or Services contrary to 10(a) is extremely dangerous and can result in property damage, physical injuries (including dismemberment) or death; and
You will not use or access the Site, App or Services in any manner that places yourself or any other person at risk of injury; and
You will abide by all traffic laws and workplace safety regulations while using or accessing the Site, App and Services.
Your Representations and Indemnity. You represent and warrant that you own or otherwise control all of the rights to any Content submitted by you to the Services; that all Content and information submitted by you to the Services is accurate; and that exploitation by AgriSync and its other users, partners and licensees of Content and information submitted by you to the Services will not violate these Terms, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless and (at AgriSync’s request) defend AgriSync, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “AgriSync Parties”) from and against all claims resulting from (a) any Content submitted or used by you, (b) your use of the Site, App or Services or (c) any breach or alleged breach by you of these Terms.
AgriSync Not Responsible for Advice, Decisions, Content. You expressly agree that no AgriSync Parties shall be liable for any decisions made by you or at your suggestion or for any damages, injury or other harm caused by your use of or accessing the Services or Content, including others’ content, and waive any claims or causes of action you may have, now or in the future, arising from or relating to the same. In the event that any party names any AgriSync Parties as a defendant in a case involving your use of the Site, App, Services or Content, you agree to indemnify and hold any such AgriSync Parties harmless in such action. You understand and agree that any liability, loss or damage that occurs as a result of any use of Content that you make available or access through your use of the Services is solely your responsibility. AgriSync does not, and cannot, prescreen or monitor all Content provided by third parties or other users; however, at our discretion, we, or technology or agents we employ, may monitor and/or record your interactions with the Services and your submission(s) of Content.
Liability Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGRISYNC PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (A) THESE TERMS OR (B) ANY USE OF THE SERVICES OR THE CONTENT. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE AGRISYNC SITE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO YOU FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE CONTENT. AGRISYNC IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY USER.
Disclaimer of Warranties. THE SERVICES, ALL CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO USER ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. AGRISYNC EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. AGRISYNC DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AGRISYNC WILL REVIEW THE CONTENT MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY, THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH CONTENT WITHOUT LOSS, OR THAT AGRISYNC WILL REVIEW AND POLICE THE CONTENT. AGRISYNC SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, VIRUSES CONTAINED IN ANY CONTENT, THE AGRISYNC SITE, AGRISYNC APP OR ANY AGRISYNC COMMUNICATION, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, HARDWARE OR ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF AGRISYNC.
THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You and AgriSync understand and agree that the disclaimers, exclusions and limitations in sections 13-15 above are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that AgriSync would be unable to make the Site, App and Services available to you except on these Terms and hereby agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
Severability. If any of the provisions, or portions thereof, of these Terms are found to beinvalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, these Terms shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.
Assignment. These Terms and the rights granted and obligations undertaken hereunder may not be transferred, assigned or delegated in any manner by you, but may be freely transferred, assigned or delegated by AgriSync.
Waiver. Any waiver of any provision of these Terms, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right
Choice of Law. The Services are operated by a U.S. entity, and these Terms are made under and shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles that provide for the application of the law of another jurisdiction.
Entire Agreement. These Terms, all AgriSync Policies incorporated by reference, and any separate Services subscription agreement between AgriSync and you (if applicable) constitute the entire agreement between the parties and supersede any prior version of these terms and all prior agreements, understandings, or negotiations, whether written or oral.
REVISION DATE: November 16, 2018