Revision Date 9-27-2021
The “Service” shall mean any InField software (whether online, on a mobile device or downloadable), services and data feeds made available by InField or made available through a third party provider, to you via websites, mobile applications, and other technology applications, and may specifically refer to other proprietary software and services in any format including without limitation online, offline, on a mobile device, a tablet or other hand-held device, through a document printed from the Service, any hardware or software platform, application program interface, web service or any other similar or dissimilar use of the Service. Lastly the Service includes the “Label Center” accessed through a third party link.
1.2 LIMITATIONS ON LICENSE.
You shall have no right to copy, download, display, perform, reproduce, distribute, modify, edit, alter, translate, adopt or enhance any of the Service in any manner or reverse engineer, decompile, translate, or modify any source code, script, algorithms, or software forming part of the Service. You have no right, title or interest (and no copyright, trademark or other intellectual property right) in or to the Service or any content, information or materials related thereto and you shall not “frame” or “mirror” the Service, any information contained on, framed within, or accessible from or through the Service on any other server or Internet-based device. You shall not rent, lease, lend, upload or to host on any website or server, sell, redistribute, or sublicense the Service, and you may not combine any part of the Service with other software or distribute any software or device incorporating a part of the Service.
InField will provide you with credentials to enable InField to authenticate your account and associate your activity with your usage of the Service. You are fully and solely responsible for maintaining the secrecy and security of your credentials and for all activities that occur using your credentials. You may not (i) modify or circumvent your credentials; (ii) sell, transfer or disclose your credentials to anyone; or (iii) use your credentials to access the Service through third party applications without prior written consent by InField.
1.4 USE OF THE SERVICE IN COMBINATION WITH OTHER TECHNOLOGY.
InField shall have no obligation to ensure the ability to use the Service in combination with any other software, hand-held devices, hardware, equipment, precision agriculture equipment, imagery, data or processes or prescription farm mapping, equipment or processes.
1.5 THIRD PARTY ADVERTISEMENTS AND INTERACTION.
In your use of the Service, you may, through links to other websites or advertisements, enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party advertisers or other users. Such links do not constitute an endorsement by InField of any such websites or the content, products or services offered. InField is not responsible for the business practices, content, privacy policies or links displayed on such websites or products and services offered through such sites and your access to these websites is at your own risk. InField is not a party in your relationship with the third party. You shall accept all responsibility and to be bound by any and all activities and transactions that occur under your password and login accounts, whether or not authorized by you (in light of item 1.3 above). Any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party.
InField provides no guarantee of availability or uptime of the Service.
SECTION TWO – USE OF THIRD PARTY DATA IN THE SERVICE.
2.1 ACCESS TO LABEL DATABASE.
2.2 GIS AND GEOLOCATION DATA.
Our services utilize GeoLite2 data created by MaxMind, available from https://www.maxmind.com. Geographic Information Systems (“GIS”) data made available in the Service is provided with no warranty, expressed or implied, due to limitations inherent to GIS’ technicalities, is made regarding accuracy, adequacy, completeness, legality, reliability, timeliness, availability or usefulness of any information or its use and availability in the Service, including without limitation, the depiction of property boundaries, fence lines, area maps, accurate calculation of endangered species locales, earthquake faults, soil maps, watershed management area, wetlands or any other similar or dissimilar data mapped by or through the Service. YOU RETAIN ALL RESPONSIBILITY TO VERIFY THE SPECIFIC GIS DATA AND IMAGERY TO ENSURE AND VERIFY THAT THE CALCULATIONS MADE, LOCATIONS MAPPED AND IMAGED AND INFORMATION RENDERED BY THE SERVICE USING GIS DATA ARE ACCURATE, COMPREHENSIVE AND APPLICABLE TO YOUR LOCATION.
2.3 CHANGES TO AVAILABLE THIRD-PARTY DATA.
Should any of the third-party data provided in the Service cease to be available to InField, InField may, in its sole discretion, (i) procure a substitute data provider for those data services at no additional cost to you; or (ii) provide a credit for any paid subscription to the data services which are no longer available through the Service or (iii) other negotiated solution between you and InField in accordance with the applicable law.
SECTION THREE – USE OF CLIENT DATA IN THE SERVICE.
3.1 CLIENT DATA
Upon termination of your use of the Service, InField may, unless legally prohibited, delete all uniquely identifiable Client Data in its possession or under its control. InField retains the right to use, store and make use of any anonymized or aggregated data, including Client Data, after your termination of use of the Service, to the extent permitted by applicable law.
3.2 ANALYTICAL LABORATORY DATA.
Although you may be able to load, import or authorize transfer of analytical data on crops, plants, fields, soil, nutrients, disease or other factors that affect a crop (“Lab Data”), InField does not control the submission, provision or dissemination of this Lab Data, nor verify the accuracy of the Lab Data even though it might be available in the Service. Furthermore, the availability of some Lab Data in the Service does not mean that InField has been provided with all Lab Data that might be applicable to your crop or situation. InField makes no warranty expressed or implied, regarding accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any Lab Data or its use and availability in the Service.
3.3 LIMITS ON CLIENT DATA AND LAB DATA.
InField reserves the right, at any time and without notice to you, to review, monitor, flag, filter, modify, refuse or remove any or all Client Data, Content Data and/or Lab Data from the Service which violate these Terms, but InField has no obligation to do so, unless required by law or by a judicial, arbitral or administrative decision.
3.4 STATISTICAL DATA.
Without limiting your ownership rights in Client Data, you acknowledge, authorize and agree that InField shall have the right to utilize data capture, syndication and analysis tools and other similar tools to extract, compile, synthesize and analyze any non-personally and non-uniquely identifiable data or information resulting from your use of the Service (“Statistical Data”). Statistical Data may be collected by InField for any lawful business purpose without a duty of accounting to you, provided that the Statistical Data is used only in an aggregated form without specifically identifying the source of the Statistical Data. InField may make use of analytics to understand your use of the Service. InField may transfer Client Data to third parties on an anonymous basis for use of aggregated data to create benchmarks.
3.5 NON-UNIQUELY IDENTIFIABLE INFORMATION.
You agree to allow InField the right to use your business or entity name in advertising, publicity, or for commercial or other business purposes, as a customer of InField.
Without limiting your ownership rights in Client Data, you acknowledge, authorize and agree that Agrian shall have the right to utilize data capture, syndication and analysis tools and other similar tools to extract, compile, synthesize and analyze any non-personally and non-uniquely identifiable data or information resulting from your use of the Service (“Statistical Data”). Statistical Data may be collected by InField for any lawful business purpose without a duty of accounting to you, provided that the Statistical Data is used only in an aggregated form without specifically identifying the source of the Statistical Data. InField may make use of analytics to understand your use of the Service, to improve the Service, to develop future tools or improvements, or any other purpose. Agrian may also transfer Client Data on an anonymous basis to third parties including its affiliates, parent or subsidiaries, for use of aggregated data to create benchmarks.
3.6 EXCEPTION TO DATA PRIVACY FOR CERTAIN FUNCTIONS.
When you instruct InField to share Client Data, commodity or location permit information, crop management product usage and application data with crop advisors, pest control advisors, applicators, and other crop consultants (each an “advisor”), InField may share uniquely identifiable crop data with the advisor. Likewise, an advisor may share crop information through the service. You hereby grant InField and the partners approved by you a perpetual, fully paid, irrevocable, transferable, sub-licensable, non-exclusive right and license to use Client Data or other uniquely identifiable data collected.
SECTION FOUR – WARRANTIES AND LIABILITY.
4.1 LIMITED WARRANTY.
DURING THE TERM OF YOUR LICENSE TO USE THE SERVICE, INFIELD WARRANTS—IN ADDITION TO ANY MANDATORY GUARANTEES OR WARRANTIES REQUIRED BY LAW, IF APPLICABLE TO YOUR JURISDICTION—ONLY THAT (i) INFIELD HOLDS ALL RIGHT, TITLE, AND INTEREST IN AND TO SERVICE OR TO GRANT LICENSES OR SUBLICENSES FOR THE SERVICE; and (ii) USE OF THE SERVICE WILL NOT INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
4.2 AS-IS, AS AVAILABLE AND WHERE-IS BASIS.
INFIELD MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH OR REGARDING THE SERVICE, INCLUDING BUT NOT LIMITED TO THE RELIABILITY OF THE SERVICE, UPTIME OR DOWNTIME OF THE SERVICE, SUITABILITY, TRUTH, TIMELINESS, ACCURACY OR COMPLETENESS OF ANY CONTENT, MATERIAL, INFORMATION, PRODUCT, REPRESENTATION, OR SERVICES CONTAINED IN THE SERVICE. MATERIALS, PRODUCTS AND SERVICES PROVIDED BY INFIELD HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
4.3 RELIABILITY OF SOFTWARE.
Your use of, and any reliance upon, the service, including, but not limited to, any crop management product labels, the Label Center or Label Lookup tool, information, materials, agronomic information, Local Product Notices, Rotational Crop Restrictions, DOT and SARA Title III data, GIS mapping, Restricted Use Pesticide, Prescription Mapping, Available for Distribution data, season maximum calculations, pest identification imagery, Precision Ag Data, land imagery, weather forecast, Lab Data, CalAgPermits data, Prop 65 information, or any other similar or dissimilar information, data or reports made available through the Service is at your own risk. The Service has not been independently verified or authenticated in whole or in part by any third party. YOU RETAIN ALL RESPONSIBILITY TO VERIFY THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY AND ALL INFORMATION OBTAINED THROUGH THE SERVICE.
4.4 NO THIRD-PARTY LIABILITY FOR DAMAGES.
AS APPLICABLE UNDER YOUR JURISDICTION, YOU AGREE THAT ANY THIRD PARTY OWNERS OF ANY LABELS, MATERIALS, SERVICES OR CONTENT, INCLUDING, BUT NOT LIMITED TO WEATHER FORECAST, GIS MAPPING, IMAGERY, ROTATIONAL CROP RESTRICTIONS, LOCAL PRODUCT NOTICES, DOT AND SARA TITLE III DATA, LAB DATA, PRECISION AG DATA, SEASON MAXIMUM CALCULATIONS, OR CHEMICAL INFORMATION, PROVIDED OR CONTAINED IN THE AGRONOMY INFORMATION SYSTEMS OF THE SERVICE ARE THIRD PARTY BENEFICIARIES TO THE WARRANTY AND LIABILITY LIMITATION PROVISIONS CONTAINED IN THIS SECTION AS THOSE PROVISIONS RELATE TO THEIR LABELS, MATERIALS, SERVICES OR CONTENT.
4.5 LIMITATION ON LIABILITY AND DAMAGES.
4.6 DISCLAIMER OF ALL OTHER WARRANTIES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INFIELD OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN SECTION 4.1, INFIELD DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFIELD DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION INCLUDING ANY SUCH ISSUES RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY ACTS OVER WHICH INFIELD HAS NO CONTROL (E.G. FORCE MAJEURE, ACTS OF GOD), EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING VIRUSES, TROJAN HORSES, AND WORMS), CLIENT’S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SOFTWARE OR SYSTEMS, OR MACHINE ERROR. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THESE TERMS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. YOU AGREE THAT THE ALLOCATION OF RISK CONTAINED IN THESE TERMS IS REFLECTED IN THE FEES.
4.7 ADDITIONAL RIGHTS.
For jurisdictions that do not allow InField to limit its liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then InField’s liability is limited to the smallest extent possible by law. Specifically to those jurisdictions, InField does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees, or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE. IN NO EVENT SHALL INFIELD’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS (US $500.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
4.8 THIRD PARTY DISPUTES.
To the maximum extent permitted by applicable law, in the event that you have a dispute with a chemical manufacturer, a third-party provider, another user, neighbors, employees, contractors, or any other vendor or third party, you release InField (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
4.9 NO DAMAGES FOR TERMINATION.
Neither party will be liable to the other for damages, losses, costs or expenses of any kind or character whatsoever on account of the termination or early termination of any contractual relationship created by these Terms or any contract between us and you, arising from or in connection with the loss of prospective sales, or expenses incurred or investments made in connection with the establishment, development or maintenance of either party’s business.
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4.10 USER INDEMNIFICATION.
You hereby waive any claim against, and shall defend, indemnify and hold InField and its affiliates and their respective officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all claims, demands, lawsuits, costs, damages, liabilities, and expenses (including legal fees) incurred, claimed or alleged, relating in any way to: (i) your breach of these Terms; (ii) your use of the Service or the use of the Service by any person using your user name and/or password; (iii) the entry, sufficiency, adequacy, accuracy, or timeliness of the Service content or Client Data or Lab Data which forms the basis for writing use recommendations, selecting products for use on a specific crop, purchasing of or application of crop management products to specific crops or land; (iv) any claim that your Client Data, or the Client Data of any person using your user name and/or password, violates the intellectual property rights of any third party or are otherwise defamatory or libelous in the United States or Canada; (v) any infringement arising from the combination of the Service with any of your products, service, hardware, equipment, precision agriculture equipment, imagery, data or processes or prescription farm mapping, equipment, handheld, mobile devices or business processes; and (vi) any injury, damage or expense resulting from any application or use, or season maximum calculations of active ingredient use, of crop management products or other products included in the Service.
SECTION FIVE – USE, COMPLIANCE AND TRADEMARKS.
5.1 LOCAL LAWS.
InField controls and operates the Service from its offices in the United States of America and makes no representation that the materials will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on the Service are solely directed to individuals, companies or other entities located in the United States and Canada. If Client uses the Service from outside the United States of America or Canada, it is entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations.
5.2 EXPORT COMPLIANCE.
You acknowledge that the technology, information and materials including the Service provided may be subject to the export and foreign trade control laws and regulations of the United States, including without limitation, the U.S. Commerce Department’s Export Administration Regulations and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), that potentially restrict or impose prior licensing requirements for the transfer or disclosure of the technology, information or materials to other parties, which are hereby incorporated by reference as appropriate. If such technology, information and materials are subject to such laws, InField shall promptly inform you of such restraints. You represent and warrants that you are not located in any such country or on any such list. You also agree to not use the Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. InField hereby represents that it and its employees and contractors shall comply with all U.S. export and foreign trade control laws and regulations with respect to the release or distribution of any such technology, information or materials, including U.S. laws and regulations prohibiting exports, including, without limitation, deemed export requirements, re-exports or disclosure of U.S. origin technology or materials to:
a) countries subject to comprehensive economic embargo sanctions or designated as terrorist-supporting by the United States; the government entities of such countries, wherever located; nationals of such countries, wherever located (including specifically InField ’s employees, agents or contractors in the United States); or any person, wherever located, known to be acting for or on behalf of such a country;
b) other entities or persons designated on the U.S. Treasury Department’s OFAC list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department’s Denied Party list or Entity list, or persons otherwise prohibited from receiving such information or materials under U.S. export law or regulation (see www.bis.doc.gov for information);
c) any end-user engaged in design, development or production of chemical, biological, or nuclear weapons.
5.3 TRADEMARKS AND LOGOS.
The design of the Service along with InField-created text, scripts, graphics, interactive features, and the trademarks, service marks and logos contained therein, are owned by or licensed to InField Inc., and subject to trademark and other intellectual property rights under United States and foreign laws and international conventions. InField reserves all rights not expressly granted in and to the Service. No right or license is granted to use the names, logos, depictions or labels. You agree to not engage in the use, copying, or distribution of anything contained within the Service unless we have given you express written permission. The omission of a copyright or trademark notice on the Service shall not be interpreted to mean the material is, or cause the material to be, in the public domain.
5.4 COPYRIGHT AND PROPRIETARY INFORMATION.
The software for use by the Service is protected by United States Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties. Some of the information included as part of the Service is considered by InField to be proprietary, confidential, of a sensitive nature and/or the trade secrets of InField, including the printed or retrieved results from your use of the Service. Accordingly, you will keep confidential and not disclose to any person or entity outside your business operation any (1) any source code or algorithms contained in the Service; or (2) any printed or retrieved results, including crop reports generated from your use of the Service.
SECTION SIX– CONTRACT PROVISIONS.
The termination of these Terms shall not serve to eliminate any potential liability, obligations or limitations arising out of conduct prior to the actual date of termination.
6.2 MODIFICATION OF TERMS.
InField reserves the right to revise these terms and conditions of use for the Service at any time by posting an updated version of these Terms on its website. You are responsible for regularly reviewing these Terms. Continued use of the Service after such change will constitute your acceptance of such revised terms. Any change in the terms or conditions of these Terms shall not allow for a termination of any Subscription Agreement or Enterprise Agreement.
The failure or delay of InField to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision, nor shall any single or partial exercise of a right preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
6.4 ENTIRE AGREEMENT.
The terms and conditions herein constitute the entire agreement between you and InField and governs your use of the Service, and supersedes all other prior agreements or understandings, both written and oral, with respect to the subject matter hereof. Should any part of this agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. These Terms shall be interpreted as to its fair meaning and not strictly for or against any party. Paragraph or section headings are solely for the convenience and are not intended to affect, any of the terms or provisions hereof.
6.5 APPLICABLE LAW AND DISPUTE RESOLUTION.
All disputes arising out of your use of or interaction with the Service shall be governed by California law, excluding its conflict of law principles, and settled by binding arbitration under the Commercial Rules of the American Arbitration Association, in Fresno County, California, by a single arbitrator selected in accordance with such rules. In any such arbitration proceeding, each party shall initially bear all of its own costs and share joint costs such as the cost of an arbitrator; upon resolution, the losing party shall pay the other party all costs incurred by the other party for the arbitration, including reasonable attorneys’ fees. If the user is a “consumer” as that term is defined under Brazilian law, Brazilian law and Brazilian courts will have jurisdiction to settle disputes.
These Terms are written in the English language only, which language will be controlling in all respects, and all versions of these Terms in any other language, even if the translation was provided by InField, will not be binding on the parties. Translated terms are provided to you solely as convenience. All communications and notices to be made or given pursuant to these Terms will be in the English language.
6.7 CAPACITY AND AUTHORITY TO CONTRACT.
You represent that you are of the legal age of majority in your state of residence and, if applicable, you are duly authorized by your employer, to enter into this agreement and to be bound by these Terms.
6.8 NO DAMAGES FOR TERMINATION.
Neither party will be liable to the other for damages, losses, costs or expenses of any kind or character whatsoever on account of the termination or early termination of any contractual relationship created by these Terms, or arising from or in connection with the loss of prospective sales, failure to enter into an agreement for crop management, or any other relationship matters.
ADDITIONAL QUESTIONS OR INFORMATION
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