terms

AGSQUARED, LLC - INTERNET WEB SITE AND SERVICE TERMS OF USE

THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS”) GOVERN YOUR USE OF THIS SITE ON THE WORLD WIDE WEB. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND AGSQUARED, LLC (“AGSQUARED”, “WE” OR “US”) AND GOVERN YOUR ACCESS TO, AND USE OF, THE AGSQUARED WEBSITE LOCATED AT WWW.AGSQUARED.COM (THE “WEBSITE”) TOGETHER WITH THE FARM RECORDKEEPING SERVICES AVAILABLE THROUGH THIS SITE ("SERVICES") (COLLECTIVELY, THE WEBSITE AND THE SERVICES ARE REFERRED TO AS THE "SITE"). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. AGSQUARED MAY MAKE CHANGES TO THE CONTENT AND SERVICES OFFERED ON THIS SITE AT ANY TIME. AGSQUARED CAN CHANGE THESE TERMS AT ANY TIME.  IF AGSQUARED MAKES ANY CHANGES TO THESE TERMS, WE WILL POST AN UPDATED TERMS OF USE ON THIS SITE AND WE MAY SEND REGISTERED USERS OF OUR SERVICES AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE AFTER SUCH NOTICE IS POSTED, YOU WILL BE DEEMED TO HAVE ACCEPTED THE CHANGE.


General Use Restrictions

Certain information, documents, products and services provided on and through this Site, including content, logos, graphics and images (together, the “Materials”) are made available to you by AgSquared and are the copyrighted and/or trademarked work of AgSquared or AgSquared’s contributors.  Materials do not include Submissions (as defined below).

AgSquared grants you a limited, personal, non-exclusive and non-transferable license to use and to display and to make one copy of the Materials and to use the Services on this Site solely for your personal use or your internal farm business use. Except for the license set forth in the preceding sentence above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to this Site, or any Materials.


Password Restricted Areas of this Site

You may need a password to login to the Services and to use certain functions and areas within the Services. You are responsible for maintaining the confidentiality of your password and account, and agree to notify AgSquared if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your account. You agree to immediately notify AgSquared of any unauthorized use of your account or any other breach of security in relation to this Site known to you.


Privacy Policy

Your use of this Site is governed by the AgSquared Privacy Policy, which is available here (the “Privacy Policy”).


Third Party Content

Certain information and other content that are not Submissions may be the material of third party licensors and suppliers to AgSquared (“Third Party Content”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your personal computer solely for your personal use or your internal farm business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content.


Links to Third Party Sites

This Site may be linked to other sites that are not AgSquared sites. AgSquared is providing these links to you only as a convenience, and AgSquared is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.


Submissions

You acknowledge that you are responsible for the text, files, images, comments, works of authorship, or any other materials that you submit, post or otherwise make available on the "Community Forums" and/or the "Support Center" sections of the Site (each a "Submission"), and that you, and not AgSquared, have full responsibility for each such Submission you make, including its legality, accuracy, appropriateness, and trademark and copyright ownership.  Notwithstanding the foregoing, any postings or submissions that you submit that evaluate or constitute feedback about the Services are not Submissions but are Evaluations and will be subject to the terms forth in the Feedback Section below.  Unless otherwise explicitly stated herein or in the AgSquared Privacy Policy, you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. Please note that, generally, Submissions will be accessible by other users of the Community Forums and/or Support Center on the Site. Please be sure that any information you post on any Community Forums and/or Support Center areas of the Site is information that you are comfortable with sharing with others. Except as expressly set forth below, you agree that AgSquared is free to use a Submission on an unrestricted basis for any purpose and you grant AgSquared a sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission. However, under the foregoing license, AgSquared shall not have the right to sell ownership rights to your Submission. Additionally, AgSquared agrees to use all of your Submissions in accordance with AgSquared's Privacy Policy applicable to personally identifiable information. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO YOUR SUBMISSIONS. You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make. You represent and warrant that: (i) you own all Submissions posted by you on or through this Site or otherwise have the right to grant the licenses to AgSquared set forth in this section, and (ii) the posting of your Submissions on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.


Prohibited Uses

You promise not to use the Site for any purpose that is unlawful or prohibited by these Terms. You agree to abide by all applicable local, state and national laws and regulations. When using this Site, you agree not to upload any materials, reports, records or data or take any actions that are inappropriate or disruptive to this Site. Without limitation, you agree not to:


  • Post off topic information or messages
  • Use racially, ethnically, or otherwise offensive language.
  • Incite illegal activity.
  • Use explicit/obscene language or solicit/upload sexually explicit images (actual or simulated).
  • Upload anything that exploits children or minors or that depicts cruelty to animals.
  • Upload any personal information that you do not have authority or permission to upload.
  • Upload any copyrighted or trademarked materials without the express permission from the owner.
  • Use any robot, spider, scraper or other automated means to access the Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

This list of prohibitions provides examples and is not complete or exclusive. AgSquared reserves the right to terminate your access to your account, your ability to upload content to the Services with or without cause and with or without notice, for any reason or no reason, or for any action that AgSquared determines is inappropriate or disruptive to this Site or to any other user of this Site. AgSquared may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at AgSquared’s discretion, AgSquared will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.  These prohibitions do not require AgSquared to monitor, police or remove any information or Submissions submitted by you or any other user.


Unauthorized Activities

Unauthorized use of any Materials, Submissions or Third Party Content contained on this Site may violate certain laws and regulations. You agree to defend, indemnify, and hold harmless AgSquared, its affiliates and their employees, contractors, officers, directors and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from your (i) use or misuse of the Site; (ii) your access to the Site, your reports or records that you upload to the Services, your violation of these Terms; or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. AgSquared reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with AgSquared in asserting any available defenses.


Proprietary Rights

AgSquared is a trademark of AgSquared in the United States. Other trademarks, names and logos on this Site and the Services are the property of their respective owners.  Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, and the Services are the sole property of AgSquared, Copyright © 2010-2014 AgSquared, LLC. All rights not expressly granted herein are reserved. If you have a Premier subscription to the Services and AgSquared provides you with any consulting services pursuant to a mutually agreed upon statement of work, AgSquared retains all right, title and interest in and to any developments or deliverables unless you and AgSquared otherwise agree in writing.  Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.  YOU OWN ALL OF YOUR FARM RECORDS AND INFORMATION THAT YOU UPLOAD TO THE SITE.  AGSQUARED WILL USE YOUR FARM RECORDS AND INFORMATION THAT YOU UPLOAD TO THE SITE ONLY AS NECESSARY TO PROVIDE THE SERVICES TO YOU AND AS OTHERWISE SET FORTH IN THE PRIVACY POLICY.


Copyright Infringements

Notification: AgSquared respects the intellectual property rights of others, and we ask you to do the same. AgSquared may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and appears on our Site, please provide AgSquared's designated agent the following information:


  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit AgSquared to locate the material.
  • Information reasonably sufficient to permit AgSquared to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

AgSquared's agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

By mail:

AgSquared
Giulia M. Stellari
PO Box 414, Port Jefferson Station, NY 11776

By e-mail: copyright@agsquared.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.


Free, Basic, Plus and Premier Accounts, Fees, and New Features or Functionality

If you register to use the free version of the Services, AgSquared may limit your usage of the Services by the number of plantings, fields, activities, or other items that you may track and manage through the Services as set forth on the Pricing Page.  If you have a free version of the Services, you may cancel your access to the Services at any time for any reason, and upon such termination, all rights and benefits granted to you pursuant to these Terms shall cease.

When you purchase a paid subscription to the Services, you are expressly agreeing that AgSquared is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with AgSquared in connection with your use of the Services as set forth on the Pricing Page.  Your use of the Services will be limited to the features provided in the version of the Services for which you have ordered and paid AgSquared the applicable fees (e.g. Basic, Plus or Premier).  If you have purchased a Premier subscription to the Services, the Services will include those features, and AgSquared may provide you with those related services, as set forth in a mutually agreed upon statement of work that you and AgSquared may enter into from time to time.

You agree that the fees will be billed to the credit card or your paypal account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable.  If payment is not received or cannot be charged to your credit card or paypal account for any reason in advance of the applicable subscription period, AgSquared reserves the right to either suspend or terminate your access to the Services and terminate these Terms.  All fees are non-refundable.

By using the Services, you consent to receiving electronic communications from AgSquared.  These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Services.  These electronic communications are part of your relationship with AgSquared and you receive them as part of your subscription to the Services.  You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

If you have purchased a paid subscription to the Services, your subscription will automatically renew at the same version for additional, successive subscription periods equal in duration to the initial subscription period unless you have terminated your subscription prior to the next renewal period.  You may terminate your subscription to the Services at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods but any subscription fees you have paid in advance will not be refunded.  You may downgrade your subscription version during your subscription period, in which case the pro-rated fees remaining in your prior subscription will not be refunded but will be applied as a credit to your new, downgraded subscription.  You may upgrade your subscription version at any time by paying the pro-rated increased fees for the remainder of the then-current subscription period.  You acknowledge and agree that AgSquared will automatically charge your credit card or paypal account on record with AgSquared for the then-current subscription period upon the commencement of any renewal period.

AgSquared may, in the future, offer new services and/or features through the Services.  Such new features and/or services shall be subject to these Terms. Your continued use of the Service after the introduction of new features and/or services constitutes your acceptance of the Terms.  Such new features and/or services may be offered free of charge or may be included in only certain versions of the Services.


Confidentiality

If you are a part of AgSquared's feature testing team, you acknowledge that any new features, plans for development and/or other information regarding the Services provided by AgSquared with you (whether through emails and /or discussion in webinars, phone calls or otherwise) contain AgSquared’s confidential trade secret information (“Confidential Information”). As a part of AgSquared's feature testing team, you will keep the Confidential Information in confidence, in no event with less than a reasonable degree of care. As a part of AgSquared's feature testing team, you will use the Confidential Information only  in conjunction with your authorized use of the Services and you will limit the disclosure of Confidential Information solely to those of your employees having a need-to-know.  You may disclose the Confidential Information to the extent required by a court of law or government regulatory body, but first you will give AgSquared prompt notice to allow AgSquared reasonable opportunity to obtain a protective order against such disclosure. AgSquared will have all rights and remedies available to it at law or in equity for the protection of its rights hereunder, including an injunction enjoining the breach or threatened breach of this Section.


Disclaimer of Warranties

Your use of this Site and Services is at your own risk. Neither the Materials, Submissions, the Site nor the Third Party Content have been verified or authenticated in whole or in part by AgSquared, and they may include inaccuracies or typographical or other errors. AgSquared does not warrant the accuracy or timeliness of the Materials, Submissions, or the Third Party Content contained on this Site. AgSquared has no liability for any errors or omissions in the Materials, Submissions, and/or the Third Party Content, whether provided by AgSquared or our licensors.  We generally retain both current and past versions of service-specific records that you upload to the Site; however, you are solely responsible for backing up your own records and AgSquared does not represent or warrant that your records will be secure from loss or destruction. AgSquared does not represent or warrant that the Services will be available on a continuous basis as there may be outages for maintenance and other circumstances beyond AgSquared's reasonable control.

AGSQUARED, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, ANY MATERIALS, SUBMISSIONS OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE AND/OR THE RESULTS OBTAINED FROM THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, SUBMISSIONS AND THE THIRD PARTY CONTENT. SPECIFICALLY, AGSQUARED MAKES NO EXPRESS OR IMPLIED REPRESENTATION THAT THE USE OF THE SITE WILL RESULT IN IMPROVED RECORDKEEPING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, ANY CONSULTING SERVICES, MATERIALS,SUBMISSIONS, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AGSQUARED DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.


Limitation of Liability

AGSQUARED SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIAL, SUBMISSIONS OR THIRD PARTY CONTENT TO OR FROM THIS SITE OR RESULTING FROM YOUR USE OF THIS SITE OR THE SERVICES. IN NO EVENT SHALL AGSQUARED BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF AGSQUARED KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.  IN NO EVENT WILL AGSQUARED'S AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: THE AMOUNTS YOU PAY TO AGSQUARED FOR YOUR SUBSCRIPTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION FIRST GIVING RISE TO A CLAIM OR ONE THOUSAND DOLLARS ($1000.00).


Feedback

At AgSquared's request or at any other time you may provide AgSquared with an evaluation of or feedback regarding the Services, including, but not limited to, a report of any errors which you have discovered in the Services or related documentation.  Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by you to AgSquared concerning the Services to AgSquared (“Evaluations”) will be the property of AgSquared.  You agree to assign, and hereby assign, all right, title and interest worldwide in the Evaluations, and the related intellectual property rights, to AgSquared and agree to assist AgSquared, at AgSquared’s expense, in perfecting and enforcing such rights.


Local Laws; Export Control

AgSquared controls and operates this Site from its headquarters in the United States of America and the Site, the Materials, Submissions and/or Third Party Content may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.


General

AgSquared may terminate and/or suspend your access to this Site and/or your account with or without notice if you violate these Terms or, if you use a free version of the Services for any reason. If you wish to terminate your account, you may submit a request for your account to be deleted. Upon any deletion of your account, all of your personal information will be permanently expunged from our primary production servers and further access to your account and records will not be possible. However, portions of your information, consisting of aggregate data derived from your personal information, may remain on our servers indefinitely. Such aggregate data will not in any way provide any personal information about you or reveal anything about your agricultural practices. Your data may also remain on a backup server or media even after you delete them from our primary servers.

New York law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or this Site will be heard in the courts located in New York, NY. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. AgSquared’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and AgSquared and supersede all prior or contemporaneous negotiations, discussions or agreements between you and AgSquared about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.