Last Updated January 11, 2019
Here at FarmLogs ("we" or "FarmLogs"), we appreciate your business and take your privacy concerns seriously. Therefore, we have put together these Terms of Service that we feel best reflect our core values and principles and allow us to comply with the law concerning information privacy and web software distribution.
Unless otherwise agreed to in writing between you and us, by using our Site and Service you agree to the following: This is an agreement ("Agreement") between Agrisight, Inc., a Delaware corporation doing business as FarmLogs and the owner and operator of www.FarmLogs.com the FarmLogs software, the FarmLogs mobile applications ("FarmLogs"), and you ("you ," "your" or "user (s)"), a user of our website or service. Throughout this document, the words "FarmLogs", "Agrisight, Inc.", "us", "we", and "our" refer to us, Agrisight, Inc.; our site and service FarmLogs.com ("Site" or "Service"), or our application, FarmLogs ("Application"), as is appropriate in the context of the use of the words. These Terms apply to your use of all the Services, including any applications available via the Apple, Inc.'s App Store, Google Inc.'s Google Play Store, and any other third-party application store (collectively, the "Application Provider").
FarmLogs provides online and mobile tools for farmers. We provide record keeping, paperless tracking, scheduling, and data analytics tools for farmers to use. In addition, we provide resource management tools, weather updates, and intelligent reports that help you, the farmer, to better manage your farm. We will never sell or provide your personal data or farm data to another party without your explicit consent.
"Personal Information" refers to information that may be used to distinguish or trace an individual's identity, either alone or when combined with other personal identifying information. We provide three forms of service: Lite, Essential and Complete. Please check our webpage for a detailed description of each and the prices for them. For existing Customers of our old Advantage Service ("Existing Advantage Customers"), the prices and description will stay the same until January 1, 2018. Existing Advantage Customers will have to pick a new Service before January 1, 2018. New Advantage Customers will have the prices and descriptions set forth on our pricing webpage.
Before using FarmLogs, you will need to sign up for an account. During registration we require that you provide us with your full name, farm name, and email address. We may also require additional information from you if necessary. Your credit card information will be provided to Stripe, our third-party payment processor, or any other third-party payment processor we may use. When downloading our Application, we may collect additional information such as your Unique Device ID or IP address.
After registering, FarmLogs will provide you with a username. We have the final discretion in granting accounts and reserve the right to reject users without explanation.
We will never disclose your personally identifying information to third parties without your consent. However, we may provide non-identifying information to third parties in an aggregate form. We may at our discretion restrict, limit or revoke your ability to register or use FarmLogs at any time.
When using any of our Site, Services or our Application, we grant you a limited, non-exclusive license to install and use our software or application. We may make our Application available on our Site or elsewhere, such as a third party store dedicated to the promotion and sale of apps. You are given the right to download one copy of the Application at the price listed, if any.
This means that you cannot sell our Service or Application anywhere else, share your license with anyone else, reverse engineer or otherwise attempt to copy our Service or Application without our express written permission. Even if we offer our Service or Application for free, you must still abide by these provisions and not copy or otherwise use our Application in a manner prohibited by this section. You obtain no ownership rights when you purchase and download our software or Application but are instead buying (or, in the case of a free download, being given) a license to install and use our software or Application within the confines of this Agreement.
When using our Application, Site or Service, you assume full responsibility for your use and agree not to use it in ways not explicitly authorized by FarmLogs. You are responsible for your use of FarmLogs and for any use of FarmLogs makes using your account. You agree not to access, copy, or otherwise use FarmLogs, including our intellectual property and trademarks, except as authorized by these Terms of Service or as otherwise authorized in writing by FarmLogs. By using our Site and Service you agree to the following:
If you undertake any of the aforementioned actions, your privileges to use our Service may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Services, but FarmLogs reserves the right to suspend or terminate any account at any time without notice or explanation.
The design of the FarmLogs Service along with FarmLogs-created text, scripts, graphics, interactive features, and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Agrisight, Inc., and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. FarmLogs reserves all rights not expressly granted in and to the Service and the Site. You agree to not engage in the use, copying, or distribution of anything contained within the Site or Service unless we have given you express written permission.
It is our policy to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA") or other applicable law and to terminate the access of repeat infringers.
You will not use the Services to offer, display, distribute, transmit, route, provide connections to, or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.
(a) Copyright Complaints
FarmLogs respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement set forth below.
(b) Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide FarmLogs's copyright agent the written information specified below. Please note that this procedure is exclusively for notifying FarmLogs that your copyrighted material has been infringed.
FarmLogs's Copyright Agent for notice of claims of copyright infringement on its website can be reached as follows:
Agrisight Copyright Agent
410 N. 4th Avenue, Second Floor
Ann Arbor, MI 48104
e-mail: [email protected]
It is FarmLogs's policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law and to terminate the access of repeat infringers.
Counter-Notice: If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, FarmLogs will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, FarmLogs has adopted a policy of terminating, in appropriate circumstances and at FarmLogs's sole discretion, users who are deemed to be repeat infringers. FarmLogs may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is repeat infringement.
When you send content through FarmLogs, you grant FarmLogs and its affiliates and representatives and assigns a non-exclusive, fully-paid, perpetual, royalty-free, worldwide, universal, and transferable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, and prepare derivative works and otherwise use and reuse all or part of your content and anything we may make with your content through FarmLogs or any other medium currently invented or invented in the future. We reserve the right to display advertisements in connection with your content, and to use your content to advertise and promote FarmLogs.
We are not required to host, display, or distribute any content, and we may refuse to accept or transmit content and may remove or delete content from FarmLogs at any time.
FarmLogs offers both free and paid subscriptions. After registering for a paid FarmLogs subscription, you will be prompted for payment information and must submit a credit card as payment. The price to use our Site and Service may vary. When paying, please verify that you understand the price and the terms and conditions of payment. If you are purchasing a monthly plan, please be aware that your credit card will be charged and automatically billed on a monthly basis without additional notice to you. We reserve the right to raise our monthly rates at any time; however, we will provide you with notice of the fee increase.
At FarmLogs, we want to make sure that you are completely satisfied with our Service. Therefore, you may cancel your account with us at any time. However, a refund may not be granted in all circumstances. Although we may grant refunds in most cases, we examine refunds on a case-by-case basis and have the sole discretion in granting or denying any refunds.
We make no representations or warranties as to the merchantability of our service or fitness for any particular purpose. You agree that you are releasing us from any liability that we may otherwise have to you in relation to or arising from this agreement or our services, for reasons including, but not limited to, failure of our service, negligence, or any other tort. To the extent that applicable law restricts this release of liability, you agree that we are only liable to you for the minimum amount of damages that the law restricts our liability to, if such a minimum exists. You agree that we are not responsible in any way for damages caused by third parties who may use our services, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards you.
We are not liable for any failure of the goods or services of our company or a third party, including any failures or disruptions, untimely delivery, scheduled or unscheduled, intentional or unintentional, on our website which prevent access to our website temporarily or permanently. The provision of our service to you is contingent on your agreement with this and all other sections of this agreement. Nothing in the provisions of this "representations & warranties" section shall be construed to limit the generality of the first paragraph of this section.
In no event shall Farmlogs, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from our services, (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our services by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You specifically acknowledge that farmlogs shall not be liable for content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you. In the event of any problem with this web site or any content, you agree that your sole remedy is to cease using this web site. In the event of any problem with the products or services that you have purchased on or through this website, you agree that your sole remedy, if any, is to terminate use of our site. Farmlogs is not liable to you or to third parties for any damage, harm, injury or claim.
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do 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.
You agree to defend, indemnify, and hold harmless Agrisight Inc., its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the FarmLogs Site and Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of your content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the FarmLogs Service.
You also agree that you have a duty to defend us against such claims, and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys' fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
An arbitration proceeding is before a neutral arbitrator instead of a judge and jury, so we are all giving up our right to a trial before a judge and jury. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration will take place in Ann Arbor, Michigan.
This Agreement shall be governed by the laws in force in Michigan. The offer and acceptance of this contract is deemed to have occurred in Michigan.
You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in or nearest Ann Arbor, Michigan.
If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys' fees, court costs, and disbursements in doing so.
You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party's reasonable attorneys' fees, court costs, and disbursements.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement are deemed to conflict with each other's operation, FarmLogs shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
The initial term of this Agreement is normally for one month unless we otherwise agree (the "Initial Term"). Unless you take action within our service to cancel or downgrade service or otherwise notify us to the contrary, this Agreement shall automatically extend for additional one month terms (each an "Additional Term" and, with the Initial Term, the "Term"). Your hereby authorize us to charge your credit card for any charges, if applicable, in the Additional Term.
We may terminate or suspend service or your account or any other provision of services to you at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement, you are solely responsible for following proper termination procedures. Cancellation may result in the immediate deletion of any content that you have submitted to FarmLogs. All provisions of this Agreement that, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We're always working to improve the Services for our users, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the FarmLogs website or by sending you an email. If you don't agree with the new Terms, you are free to reject them; but that means you will no longer be able to use the Services.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about FarmLogs must be addressed to our agent for notice and sent via certified mail to: Agent of Agrisight, 410 N. 4th Avenue, Second Floor, Ann Arbor, MI 48104.
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA.
Special Damages; Waiver of Warranties, and Limitation of Liability.
A. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TRANSACTION TERMS AND THE GENERAL TERMS, EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL FARMLOGS BE LIABLE UNDER OR IN CONNECTION WITH THESE TRANSACTION TERMS OR THE GENERAL TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
B. EXCEPT AS EXPRESSLY PROVIDED IN THESE TRANSACTION TERMS AND/OR THE GENERAL TERMS, FARMLOGS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE TRANSACTION PLATFORM OR THE SERVICES PROVIDED THEREWITH BY FARMLOGS. FARMLOGS HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE HEDGING PLATFORM AND THE SERVICE PROVIDED THEREUNDER ARE PROVIDED AS IS.
C. EXCEPT AS OTHERWISE PROVIDED IN THESE TRANSACTION TERMS AND/OR THE GENERAL TERMS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF FARMLOGS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $500. YOU (AS THE BUYER AND/OR SELLER) ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS. YOU AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
If you post an offer on the Hedging Platform to sell, you agree to be bound by these Transaction Terms and the General Terms.
© Agrisight, Inc. 2019. All rights reserved.
Last Modified January 11, 2019