AGRITEC GEO™ SOFTWARE TERMS OF SERVICE

Last Updated June 10, 2019

Welcome to AgritecGEO™ Software. Please read these terms of service (these "Terms") carefully as they form a contract between you and the Contracting Entity specified in Section 13.3 below ("AgritecGEO", "we," "us," or "our") that governs your access and use of: (i) the hosted AgritecGEO™ Software solution provided by AgritecGEO; (ii) software provided or made available by AgritecGEO (the "Software"); and (iii) any written or electronic documentation provided or made available by AgritecGEO (the "Documentation") (collectively the "Service(s)").

By using any of the Services you agree to be bound by these Terms. If you obtain your use of the Services in connection with a Master Services Agreement ("MSA") with AgritecGEO, the individual terms of the MSA apply to your use of the Services in addition to these Terms. If you are accepting the Services on behalf of an organization, you are (i) agreeing to these Terms for that organization and (ii) promising to AgritecGEO that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization), unless that organization has a separate paid contract in effect with us that expressly addresses the terms of Service, in which event the terms of that contract will govern your use of the Service. You (and each Authorized User) may use the Services only in compliance with these Terms and only if you have the power to form a contract with AgritecGEO and are not barred under any applicable laws from doing so. If you are using the Services as an employee or agent of an authorized organization, you are agreeing to these Terms personally. IF YOU OR ANY AUTHORIZED USER DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU OR SUCH AUTHORIZED USER MUST NOT USE THE SERVICE.

Please note that AgritecGEO doesn't provide warranties for the Services. This contract also limits our liability to you. See Sections 4, 9 and 10 for details.

We reserve the right to modify or replace these Terms at any time in our sole discretion. We will indicate at the top of these Terms the date these Terms were last updated. Any changes will be effective upon posting the revised version of these Terms on the Service (or such later effective date as may be indicated at the top of the revised Terms). Therefore, we encourage you to check the date of these Terms whenever you visit www.disagro.com/Terminos (the "Site") to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don't agree to any of the changes, we are not obligated to keep providing the Service, and you must cancel and stop using the Service.

  1.  Definitions.
    1.  "Affiliates" means all entities that (directly or indirectly) control, are controlled by or are under common control with that party, where "control" means ownership of or the right to control greater than 50% of the voting interests of such entity.
    2.   "Authorized Users" means you, your organization and its Affiliates, and its and your employees, agents and Contractors who are authorized by you to access and use the Services, as further described in Section 2.1.
    3.   "Business Day" means any day which is not a Saturday, Sunday or public holiday in your contracting country as listed in Section 13.3 of these Terms of Service.)
    4.   "Communications Carrier" means a proprietary third-party communication system, such as that of a telephonic wireless communications carrier or a satellite-based communication system.
    5.   "Contractor" means any Third Party engaged by you or your Affiliates to perform services on your behalf.
    6.   “Contracting Entity” means the legal entity, specified in Section 13.3, who enters into this binding agreement with the Authorized Users (together, the “Parties”)
    7.   "Content" means the data, content or information inputted by you and Authorized Users, for the purpose of using the Services, or data, content or information generated or transmitted by Devices owned or used by you or Authorized Users, excluding any Third Party Data.
    8.   "Data" means, collectively, Content, Location Data, and Third Party Data.
    9.   "Dependent Items" means any computer, hardware, operating system, database application, web server application, components, equipment or third-party software on which or with which the Service or Software is intended to run or interoperate. The Dependent Items are defined within the Documentation and/or written communication made available to you by AgritecGEO.
    10.   "Devices" means vehicles, equipment, mobile phones, tablet computers, and other third-party manufactured communication and data collection devices and systems.
    11.   "Documentation" means any document(s) made available to you by AgritecGEO from time to time in any media that set(s) out a description of the Services or Software and the user instructions for the Services or Software.
    12.   "Location Data" means location-based data or information provided by operation of you and your Authorized Users' Devices.
    13.   “Order” means an ordering document for the Service, Software, or related products or services entered into between AgritecGEO and you.
    14.   "Service(s)" means the features, functionality and services and all subdomains that are made available to you under this Agreement, including its exhibits and Order Form(s).
    15.   "Software" means any downloadable software provided or made available by AgritecGEO under this Agreement.
    16.   "Terms of Service" means the terms of service, terms of use or other such electronic document prominently posted at and accessible through the Service, as the same may be updated or amended by AgritecGEO from time to time in its sole discretion.
    17.   "Separate Terms" means the separate license terms that are specified in the Documentation or readme or notice files and that apply to Dependent Items.
    18.   "Third Party" means any individual or entity other than (i) AgritecGEO, (ii) its Affiliates, (iii) you or (iv) your Affiliates that are permitted to use the Services.
    19.   "Third Party Data" means data, content and information provided by Third Parties in conjunction with or through the Service, such as third-party online data and information services (e.g., maps, climate and market data, etc.) or data from other remote sensors.
  2.  Services.
    1.   Subscription. Subject to all of the terms and conditions of these Terms, including payment of applicable fees, AgritecGEO hereby grants to you: (i) the right to access and use the Service(s), solely for your internal business operations only in accordance with these Terms and the Documentation. You may authorize your Authorized Users to access and use the Services, subject to the terms and conditions of these Terms and any limitations with respect to the number, location, or other restriction on Authorized Users as specified in an Order. AgritecGEO reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. AgritecGEO may add or remove functionalities or features, and AgritecGEO may suspend or stop a Service altogether.
    2.   Authorized Users. You are solely responsible for identifying and authenticating all Authorized Users, approving access by such Authorized Users to the Services, controlling against unauthorized access by Authorized Users or third parties, and maintaining the confidentiality of usernames, passwords and account information. You are responsible for all acts, omissions, of your Authorized Users, including all activities that occur under your and your Authorized Users' usernames, passwords or accounts or as a result of your or your Authorized Users' access to the Services, and you will notify AgritecGEO immediately of any unauthorized use. AgritecGEO is not responsible for any harm caused by Authorized Users, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts were not kept confidential or properly managed by you.
    3.   Documentation. If AgritecGEO makes Documentation available to you, you will use the Documentation solely for your internal business purposes. You may, and may authorize your Affiliates to, print, copy and internally distribute the Documentation to Authorized Users on a need to know basis; provided, that you and your Affiliates replicate all copyright and other proprietary rights notices contained in the original copy of the Documentation. The Documentation and any copies made hereunder shall be the property and confidential information of AgritecGEO.
    4.   Dependent Items. The Services may contain or require the use of Dependent Items. You are responsible for complying with the Separate Terms specified by AgritecGEO that govern your use of Dependent Items. AgritecGEO may provide certain notices to you in the Documentation, or the readme or notice files in connection with such Dependent Items. Unless otherwise indicated, AgritecGEO retains all ownership and intellectual property rights in and to such Dependent Items and related data.
  3.  Restrictions.
    1.   You will not, and will not permit Authorized Users or a Third Party to:
      1.   sublicense, lease, rent, loan or otherwise transfer to any third party any of your rights hereunder to access or use the Services;
      2.   make the Services available to or for the benefit of any third party as part of any time-sharing, ASP, cloud services, or service bureau arrangement;
      3.   make the programs or materials resulting from the Services (excluding Content) available in any manner to or for the benefit of any third party for use in the third party's business operations;
      4.   permit access to the Services by two or more individual Users using the same access (e.g., username and password) of any individual Authorized User without have paid additional Subscription Fees;
      5.   post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or to the Services, that causes or is designed to cause either to cease functioning, or to disrupt, disable, harm or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on the Services or any software, firmware, hardware, computer system or network of AgritecGEO or any Third Party;
      6.   remove or modify any program markings or identification, proprietary, copyright or other notice of AgritecGEO's or its licensors' proprietary rights contained in the Services;
      7.   modify, adapt, alter, translate, or create derivative works from the Services;
      8.   reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Services;
      9.   perform or disclose any benchmark or performance tests of the Services, including any Software, without AgritecGEO's prior written consent;
      10.   perform or disclose any security testing of the Services or associated infrastructure without AgritecGEO's prior written consent including, but not limited to, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; or,
      11.   otherwise use the Services except as expressly authorized in Section 2.
    2.   You will not use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Content, for any purpose that may: (i) menace or harass any person or cause damage or injury to any person or property; (ii) involve the publication of any material that is false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm; (iv) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights; or (vi) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to AgritecGEO under these Terms, AgritecGEO 4 reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. AgritecGEO shall have no liability to you in the event that AgritecGEO takes such action. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Content.
    3.   You will prevent any unauthorized access to, or use of, the Services. You will immediately notify AgritecGEO in writing of any unauthorized use of the Services that comes to your attention. In the event of any such unauthorized use by any Third Party that obtained access to the Services directly or indirectly through you or through any Authorized User, you will take all steps necessary to terminate such unauthorized use and will provide AgritecGEO with such cooperation and assistance related to any such unauthorized use as AgritecGEO may reasonably request.
  4.  Ownership; Data; Consent to Electronic Communications.
    1.   Ownership. Notwithstanding anything to the contrary contained in these Terms, AgritecGEO and its licensors or suppliers have and will retain all rights, title and interest in and to the Services (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works thereof. You acknowledge that you are obtaining only a limited right to use the Services, and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to you under these Terms or otherwise. Any materials, information and feedback (including, without limitation, questions, comments, suggestions or the like) regarding the performance, features and functionality of the Services provided by you, your Affiliates or Authorized Users (collectively, "Feedback") are owned by AgritecGEO or its licensors or suppliers. AgritecGEO and its Affiliates are entitled to use the Feedback without restriction. You hereby irrevocably assign to AgritecGEO all right, title, and interest in and to the Feedback and agree to provide AgritecGEO any assistance AgritecGEO may require to document, perfect, and maintain AgritecGEO's rights in the Feedback.
    2.   Your Marks. You hereby grant to AgritecGEO the right to identify you as AgritecGEO's customer by using your name, trade name, or other brand features (such as your trademark(s) or servicemark(s)): (i) on AgritecGEO's website(s); (ii) in connection with any of AgritecGEO's marketing or promotional materials that generally identify AgritecGEO's customers of the Service; (iii) if you have an MSA with AgritecGEO, on customized instances of the Service at your request, and in each case, in a manner in which AgritecGEO deems, in its sole discretion, appropriate.
    3.   Consent to Electronic Communications and Solicitations. By registering with AgritecGEO to access and use the Services, you understand that AgritecGEO may send you communications or data regarding the Services, including but not limited to: (i) notices about your use of the Services, including any notices concerning violations of use; (ii) updates; and, (iii) promotional information and materials regarding AgritecGEO's products and services, via electronic mail. AgritecGEO gives you the opportunity to opt-out of receiving electronic mail from AgritecGEO by following the opt-out instructions provided in the message.
    4.   Content and Aggregate Data. As between AgritecGEO and you, you own or have a license to all rights, title and interest in and to all of the Content and you have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Content. In no event shall AgritecGEO be responsible for any loss, destruction, alteration or disclosure of Content caused by any person not under its control. To the extent you have any ownership or other interests in the Content, you hereby grant to AgritecGEO and its Affiliates a non-exclusive, perpetual, worldwide, paid-up, and irrevocable license to use, process, manipulate and/or modify, copy, perform, compile, reproduce, distribute and create derivative works from the Content in connection with: (i) providing the Services to you and your Authorized Users, (ii) using the Content for any internal business purpose, and (iii) for the analysis, improvement, development, or offering of the Service and other products or services of AgritecGEO or its Affiliates, business partners, and Third Party suppliers or designees, provided that Your Content will not be disclosed to Third Parties unless provided as aggregate and anonymized data i.e., where you and your Authorized Users are not reasonably identifiable from the disclosed aggregate data. All other data and information that is collected, transmitted, recorded, or accessed by or through the Service, and all data, reports, derivative works, compilations, modifications and other materials created from or with use of such data will be, in each case, the sole and exclusive property of AgritecGEO; and you, on your behalf and on behalf of your Authorized Users, hereby assign all of your and their right, title and interest, if any, in and to such items to AgritecGEO without any fees and without rights to future royalties.
    5.   Data and Device Limitations.
      1.   AgritecGEO does not exercise control over the form or quality of the Data. You understand and agree to the following: (i) Data may be exchanged between the Service and Devices approved for use with the Service by AgritecGEO; (ii) you 5 accept any and all limitations in the display and use of Third Party Data and Location Data imported via Devices; (iii) AgritecGEO is not responsible for the quality or accuracy of, or the inability to receive, access or use Data exported to or through Devices; and, (iv) AgritecGEO may control all Third Party Data transmitted to and from the Service, and may stop or block any Third Party Data that AgritecGEO believes may adversely affect performance of the Service.
      2.   You acknowledge that the Data and the Service will be transmitted through the media of radio waves, cellular, satellite, GPS, web and similar technology, and you hereby consent to such transmission and waive any claims that you may have against AgritecGEO, its Affiliates and its and their licensors and suppliers with respect to such transmission. You acknowledge that the Services and network access are subject to transmission limitations caused by a variety of factors such as atmospheric conditions, topographical obstructions, limitations or lack of coverage of the Communications Carrier and other natural or manmade conditions. Additionally, motor and ignition noise, metal shielding, interference by users of the same or adjacent radio channels may limit or interfere with Service coverage. You further acknowledge that AgritecGEO is not responsible for the operation or failure of operation of Global Navigation Satellite System ("GNSS") satellites or the availability of GNSS satellite signals.
      3.   You acknowledge that some features of the Services require use of Third Party Data and Third Party Data is provided to you by Third Party suppliers and not by AgritecGEO, and you hereby acknowledge and agree that you and your Authorized Users' access or use of any such Third Party Data may be governed by such Third Party suppliers' terms of use, license agreement or other agreement. AGRITECGEO EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH THE THIRD PARTY DATA OR YOUR USE (OR ANY AUTHORIZED USER'S USE) THEREOF.
      4.   AGRITECGEO AND EACH OF ITS LICENSORS OR SUPPLIERS HAS NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR THE BOUNDARIES DRAWN BY YOU OR AUTHORIZED USERS USING GEOFENCING TECHNOLOGY. AGRITECGEO AND EACH OF ITS LICENSORS AND SUPPLIERS HAS NO RESPONSIBILITY FOR THE AVAILABILITY, QUALITY OR PERFORMANCE OF COMMUNICATIONS CARRIERS OR EQUIPMENT FURNISHED BY THE COMMUNICATION CARRIERS OR RELATED DATA. THE COMMUNICATIONS CARRIERS ARE EXCLUSIVELY RESPONSIBLE FOR THE SERVICES AND EQUIPMENT THEY PROVIDE. AGRITECGEO WILL NOT BE LIABLE TO YOU, AUTHORIZED USERS OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE ARISING FROM THE SERVICE, OR ITS INTERRUPTION, TRANSMISSION ERRORS (INCLUDING ANY DATA INACCURACIES), DEFECTS OR ANY OTHER CAUSE, INCLUDING, BUT NOT LIMITED TO, INTERRUPTION CAUSED BY THE UNDERLYING COMMUNICATIONS CARRIER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGRITECGEO AND EACH OF ITS LICENSORS AND SUPPLIERS MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE DATA WILL BE ACCURATE, UNINTERRUPTED, ERRORFREE OR FREE OF HARMFUL COMPONENTS, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
      5.   YOU AGREE THAT YOU AND/OR YOUR DEVICE DEALER(S) ARE SOLELY RESPONSIBLE FOR THE PROPER MAINTENANCE, OPERATION AND SUPPORT OF THE DEVICES. NOTWITHSTANDING YOUR AND YOUR AUTHORIZED USERS' USE OF THE SERVICE AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES (WHETHER ACCURATE OR INACCURATE) REGARDING THE OPERATION, MAINTENANCE OR PERFORMANCE STATUS OF THE DEVICES, YOU ASSUME ALL RISK RELATED TO THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF THE DEVICES. ACCORDINGLY, YOU ARE RESPONSIBLE FOR ANY RISK OF LOSS FOR ANY DEVICES REQUIRED TO COMMUNICATE WITH OR THROUGH THE SERVICE, FROM ANY CAUSE, INCLUDING, WITHOUT LIMITATION, VEHICLE, EQUIPMENT AND DEVICE FAILURE, THEFT, FIRE, COLLISION, TAMPERING, AND VANDALISM.
      6.   NEITHER AGRITECTGEO NOR ITS SUPPLIERS OR LICENSORS GUARANTEE ANY RESULTS OR PERFORMANCE (INCLUDING, WITHOUT LIMITATION, INCREASE IN CROP YIELDS, COST SAVINGS, OR EFFICIENCIES) ARISING FROM USE OF THE SERVICE, SOFTWARE OR RELATED PRODUCTS.
      7.   Without limiting the foregoing, due to variables beyond AgritecGEO's reasonable control in respect to your configuration of the "alert" features of the Services, you and your Authorized Users' use and maintenance of Devices, and inherent positional inaccuracies of GNSSs, AgritecGEO will have no responsibility or liability arising from any theft or other casualty resulting from the erroneous transmission or non-transmission of alert messages.
  5.  Privacy and User Data.
    1.   AgritecGEO's data privacy practices are set forth in AgritecGEO's Privacy Statement which is posted at www.disagro.com/Privacidad
    2.   You acknowledge that data collected by the Service may be retraceable to individuals ("Personal Data"). Each time an Authorized User logs on to the Service, certain information, including the username, will be processed in the service application software. This information is used to manage the Authorized User's account, Services and other personalized features. AgritecGEO may match the username to personally identifiable information in order to provide the Authorized User with Services that the Authorized User is entitled to use and to provide relevant data and information. You will clearly, conspicuously, and regularly notify all Authorized Users using the Service of the foregoing collection, transmission and use of the Data, including any Personal Data contained therein; You have obtained and will obtain all necessary consents from your Authorized Users using the Service who may be affected thereby, and that in doing so, you have otherwise complied fully with its obligations under applicable law relating to the transmission and use of personal data. You will indemnify, defend and hold harmless AgritecGEO from and against all claims, demands, actions or causes of action arising out of your breach of the foregoing obligations.
    3.   The Service may be administered by AgritecGEO from its offices or those of its Affiliates or service providers at various Contracting Entity country locations or hosting facilities in the United States of America. Consequently, Data may be collected, sent, processed and stored regionally or in the United States and may be collected, sent, processed and stored outside your Contracting Entity country. You acknowledge that in the event of conflict of privacy laws or practices in your jurisdiction and those in the domicile of the entity hosting the Service, the law applicable in the domicile of the entity hosting the Service will have precedence at all times.
  6.  Software.
    1.   If you receive Software from AgritecGEO, its use is governed in one of two ways: If you are presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. AgritecGEO reserves all other rights to the Software. AgritecGEO may automatically check your version of the Software. AgritecGEO may also automatically download to your Authorized Users' computers or devices new versions of the Software. Any Software is licensed, not sold. Unless AgritecGEO notifies you otherwise, the Software license ends when the Service ends. You must then promptly uninstall the Software, or AgritecGEO may disable it. You will not work around any technical limitations in the Software. Support for the Software is available to Authorized Users only.
    2.   Because of hosting locations and supplier(s), you will (and will cause all Authorized Users to) comply with all applicable export laws and regulations that apply to the Services. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Services (or any portion thereof) to any prohibited destination, individual or entity, including any person named to the U.S. Department of the Treasury’s Specially Designated Nationals (“SDN”) list or any other U.S. government list of sanctioned persons (together, “Prohibited Persons”). https://www.treasury.gov/resourcecenter/ sanctions/sdn-list/pages/fuzzy_logic.aspx. You represent and warrant that you and your Authorized Users are not Prohibited Persons.
  7.   Payment.
    1.   Fees. Subscriptions to the Service ("Service Subscriptions") are sold and distributed under various service plan options ("Service Plan(s)") that, for example, offer different subscription periods and prices ("Fees"), or different license, user and geographical restrictions. Your use of such Services will be subject to the Service Plan option conditions applicable to the Service Subscription(s) you purchase or otherwise acquire. The Fees stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). You will pay the Fees in the currency AgritecGEO quoted for your account and specified in an Order. AgritecGEO reserves the right to change the quoted currency at any time. In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for internet access, data roaming, and other data transmission charges.
    2.   Fixed Service Subscription Year Term. Fixed Service Subscription Year Term. Unless otherwise specified in your particular Service Plan, Service Subscriptions are contracted on an annual basis for a fixed term of twelve (12) months each (a " Service Subscription Year "). Your initial Service Subscription Year commences on the earlier of the date of purchase of your Service Subscription or the date of Service activation. Applicable Service Fee charges are due and payable in advance, either annually or monthly, depending upon the payment terms specified for the Service Subscription. All charges payable on a monthly basis will be billed in the current month. At expiration of any Service Subscription Year, your Service Subscription will automatically renew for a new twelve (12) month fixed term unless you directly cancel that Service Subscription electronically prior to renewal or otherwise notify 7 AgritecGEO in writing of your intention to cancel your Service Subscription no less than thirty (30) days prior to expiration of the then current Service Subscription Year. Subject to any contrary terms appearing in the Terms, monthly and annual contracts cancelled in the AgritecGEO store are cancelled immediately with no refunds for any unused period.
    3.   Fee Adjustments. AgritecGEO may at any time, but no more than once during a twelve (12) month period, increase its Service Subscription Fee charges whether as a result of increased prices or charges imposed on AgritecGEO by Third Party providers of the Services or otherwise; and you agree to pay such increased Fees. Your continued use of the Services following such a pricing increase will constitute confirmation of your acceptance of the pricing increase, unless you notify AgritecGEO in writing within thirty (30) days thereof that you do not accept the additional charges. In such case, the pricing in effect at the time of your purchase or last renewal of the Service Subscription (whichever is later) will remain in effect through the remainder of the then current Service Subscription term, unless AgritecGEO, at its option, exercises its right to terminate your Service Subscription(s) in accordance with these Terms.
    4.   Trial Services. Unless we notify you otherwise, if you are participating in any trial period offer, you must cancel the Service by the end of the trial period to avoid incurring new charges. If you do not cancel your Service and we have told you the Service will convert to a paid subscription at the end of the trial period, you authorize us to charge your payment method for the Service.
  8.  Suspension and Termination.
    1.   You may stop using the Services at any time. AgritecGEO may suspend, terminate or limit access to the Services at any time, with or without notice, if: (i) AgritecGEO determines that the Services are being used by you or Authorized Users in violation of applicable law; (ii) AgritecGEO determines that the Services are being used by you or Authorized Users in an actual or suspected unauthorized or fraudulent manner; (iii) AgritecGEO determines that your or Authorized Users' use of the Services adversely affects AgritecGEO's equipment or service to others (including in the event that you exceed any usage restrictions); (iv) AgritecGEO is prohibited by an order of a court or other governmental agency from providing the Services; (v) you do not pay any Fees owed to AgritecGEO hereunder within ten (10) days of the date on which payment is due hereunder; (vi) you use of the Services in a manner that may cause AgritecGEO to have legal liability or disrupt others' use of the Services; (vii) there is the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (viii) use of excessive storage capacity or bandwidth; or (ix) a security incident or other disaster that impacts the Services or the security of the Content. AgritecGEO will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of your use of the Services in accordance with this Section. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service, subject to the terms of Section 8.2.1.
    2.  Effect of Termination.
      1.   Upon termination by AgritecGEO and without prejudice to any other rights or remedies that AgritecGEO may have, (i) all fees for the remainder of the term shall be immediately due and payable by you and (ii) AgritecGEO may permanently delete your Content from the Service, provided however, that you will have up to 30 days from the date of termination to request a copy before such deletion by AgritecGEO of any data not otherwise owned by AgritecGEO or its Affiliates that you provided. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain any data stored in your account.
      2.   Upon any termination of these Terms, your right to use the Services shall terminate, and you will return to AgritecGEO all tangible portions of the Services, including any Documentation provided by AgritecGEO, within ten (10) Business Days after termination.
      3.   Survival. Sections 1 (as applicable), 3, 4.1, 4.4, 4.5, 5, 6, 7 (for any Fees due), 8.2, 9, 10, 11, 12 and 13 will survive any termination or expiration of these Terms.
  9.  Disclaimer.  AGRITECGEO AND ITS SUPPLIERS AND LICENSORS PROVIDE THE SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGRITECGEO MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME 8 JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  10.  Limitation of Liability.
    1.   TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL AGRITECGEO, ITS AFFILIATES, OR SUPPLIERS AND LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, (COLLECTIVELY, THE "AGRITECGEO PARTIES") BE LIABLE TO YOU, YOUR AFFILIATES, AUTHORIZED USERS OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS ), ARISING OUT OF, BASED ON OR RESULTING FROM THESE TERMS OR YOUR AND YOUR AUTHORIZED USERS' ACCESS TO, USE OF, MISUSE OF OR INABILITY TO USE THE SERVICES OR THE DATA EVEN IF AGRITECGEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES).
    2.   IN NO EVENT WILL THE AGRITECGEO’S (OR ANY AGRITECGEO PARTY’S) TOTAL LIABILITY TO YOU, YOUR AUTHORIZED USERS, OR THIRD PARTIES IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING GROSS NEGLIGENCE) STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF $5.00 (US) OR THE AMOUNT PAID BY YOU TO AGRITECGEO WITHIN THE 12 MONTHS PRIOR TO THE MOST RECENTLY ENDED MONTH FOR YOUR ACCESS OR USE OF THE SERVICE.
    3.   THE LIMITATIONS/EXCLUSIONS OF LIABILITY IN SECTION 10 DO NOT APPLY TO LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAWS, SUCH AS IN THE EVENT OF STATUTORILY MANDATED LIABILITY (INCLUDING LIABILITY UNDER APPLICABLE PRODUCT LIABILITY LAW) OR IN THE EVENT OF PERSONAL INJURY ARISING SOLELY FROM A AGRITECGEO PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
    4.   THIS SECTION 10 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE.
  11.  Your Indemnification.  Upon AgritecGEO's request, you will indemnify, defend and hold harmless each of the AgritecGEO Parties from and against any and all cost, loss, damage or other liability due to, arising out of or related to any Third Party demand or claim that any Content or your or your Authorized Users' use of the Service: (i) infringes a registered patent, registered trademark, or copyright of a Third Party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of AgritecGEO's actions); or (ii) violates applicable law or these Terms. AgritecGEO will reasonably notify you of any such claim or demand that is subject to your indemnification obligation. AgritecGEO may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with AgritecGEO in asserting any available defenses.
  12.  Confidential Information
    1.  Definition. "Confidential Information" means any material or information disclosed by the disclosing party ("Disclosing Party") to the receiving party ("Receiving Party") either directly or indirectly, in writing, orally or by inspection of tangible objects which is designated as "Confidential," "Proprietary" or some similar designation, or information the confidential or proprietary nature of which is reasonably apparent under the circumstances. Confidential Information does not include information that: (i) is in or enters the public domain without breach of these Terms through no fault of Receiving Party; or (ii) Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Any performance information relating to the Services, and the terms of these Terms shall be deemed Confidential Information of AgritecGEO without any marking or further designation.
    2.  Treatment. Receiving Party will: (i) treat as confidential and preserve the confidentiality of all Confidential Information, using at least the same degree of care as it uses to protect its own Confidential Information, but no less than a reasonable degree of care; (ii) not use the Confidential Information for any purpose other than to perform its obligations under these Terms (the "Purpose"); (iii) not copy, disclose or make available such Confidential Information unless specifically authorized by AgritecGEO; (iv) limit dissemination of the Confidential Information to employees and contractors to whom disclosure is necessary for the Purpose, provided such employees and contractors have agreed to maintain the confidentiality thereof; and, (v) promptly return or destroy all Confidential Information at Disclosing Party's request. The forgoing obligations will continue until all of the Confidential Information fits within the exceptions set forth in 12.1 or the longest period of protection permitted by applicable law, whichever is shorter. If Receiving Party becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand or similar process or applicable securities laws) to disclose any Confidential Information, then Receiving Party will provide Disclosing Party with prompt prior written notice of such requirement so that Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, or if Disclosing Party waives in writing compliance with the terms hereof, then Receiving Party will furnish only that portion of the information which Receiving Party is advised by written opinion of counsel is legally required; and Receiving Party will use reasonable efforts to obtain confidential treatment of such information.
    3.  Injunctive Relief The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information of the Disclosing Party will result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek and obtain injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to: (i) show any actual damage or irreparable harm; (ii) prove the inadequacy of its legal remedies; or, (iii) post any bond or other security.
  13.  General.
    1.  Assignment. These Terms will bind and inure to the benefit of each party's permitted successors and assigns. You will not assign these Terms (or any part thereof), by operation of law or otherwise, without the advance written consent of AgritecGEO. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 13.1 will be null and void.
    2.  Severability. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect.
    3.  Governing Law and Contracting Entity. These Terms and any dispute, claim or controversy arising therefrom shall be governed by the laws of the country, state and/or province in which your Contracting Entity has its principal place of business, without regarding to any conflicts of laws principles. A list of countries and the corresponding Contracting Entity to each country appears below. The Contracting Entity will be determined by the country where the farm is located and at which the Services are being used by the Authorized Users. The Parties hereby consent to the exclusive jurisdiction of the courts of competent jurisdiction located in the city in your Contracting Entity country specified below. The United Nations Convention on Contracts for the International Sale of Goods will not apply. No dispute or legal action arising under these Terms, may be brought by either party more than one (1) year after such cause of action accrued, except that an action for nonpayment.
      Country 2here farm is located Contracting Entity Location of forum (Courts) for dispute resolution Applicable law
      Belize Disagro de Guatemala, S. A. Guatemala City, Guatemala Guatemala
      Colombia Precisagro, S.A.S. Bogota D.C., Colombia Colombia
      Costa Rica Abonos del Pacífico, S. A. San Jose, Costa Rica Costa Rica
      Ecuador Precisagro, S. A. Quito, Ecuador Ecuador
      El Salvador Unifersa Disagro S.A. de C.V. Santa Tecla, El Salvador El Salvador
      Guatemala Disagro de Guatemala, S. A. Guatemala City, Guatemala Guatemala
      Honduras Fertilizantes Del Norte S.A. de C.V. San Pedro Sula, Honduras Honduras
      Nicaragua Sagsa Disagro, S. A. Managua, Nicaragua Nicaragua
      Panamá Abonos del Pacífico, S. A. Chiriquí, Panamá Panamá
      Perú Precisagro, S.A.C. Lima, Peru Peru
    4.  Notices and Electronic Communications. When you access the Service or send e-mail to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site or through the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may update your e-mail address by visiting the location on the Site where you have provided contact information. If you do not provide AgritecGEO with accurate information, AgritecGEO cannot be held liable if it fails to notify you. You may have the right to request that AgritecGEO provide such notices to you in paper format, and may do so by contacting agritecgeosaa@disagro.com. Any other communications should also be sent to the foregoing address.
    5.  Amendments; Waivers. No supplement, modification, or amendment of these Terms shall be binding, unless executed in writing by a duly authorized representative of each party to these Terms. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
    6.  Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms. The official language of these Terms is English. If there is a conflict between versions of these Terms in any other language, the English language version controls.
    7.  Independent Contractors. The Parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
    8.  Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power, or of telecommunications or data networks or services, or refusal of approval for a license by a government agency.

End of Terms