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.
- "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
"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.
"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.)
"Communications Carrier" means a proprietary third-party communication system, such as that of a
telephonic wireless communications carrier or a satellite-based communication system.
"Contractor" means any Third Party engaged by you or your Affiliates to perform services on your behalf.
“Contracting Entity” means the legal entity, specified in Section 13.3, who enters into this binding agreement
with the Authorized Users (together, the “Parties”)
"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.
"Data" means, collectively, Content, Location Data, and Third Party Data.
"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.
"Devices" means vehicles, equipment, mobile phones, tablet computers, and other third-party manufactured
communication and data collection devices and systems.
"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.
"Location Data" means location-based data or information provided by operation of you and your Authorized
“Order” means an ordering document for the Service, Software, or related products or services entered into
between AgritecGEO and you.
"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).
"Software" means any downloadable software provided or made available by AgritecGEO under this
posted at and accessible through the Service, as the same may be updated or amended by AgritecGEO from time to time in its
"Separate Terms" means the separate license terms that are specified in the Documentation or readme or
notice files and that apply to Dependent Items.
"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.
"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.
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.
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.
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.
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
You will not, and will not permit Authorized Users or a Third Party to:
sublicense, lease, rent, loan or otherwise transfer to any third party any of your rights hereunder to access
or use the Services;
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;
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;
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;
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;
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;
modify, adapt, alter, translate, or create derivative works from the Services;
reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Services;
perform or disclose any benchmark or performance tests of the Services, including any Software, without
AgritecGEO's prior written consent;
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,
otherwise use the Services except as expressly authorized in Section 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
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
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.
- Ownership; Data; Consent to Electronic Communications.
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
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.
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
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.
Data and Device Limitations.
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
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.
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
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
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.
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.
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
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.
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.
- Privacy and User Data.
AgritecGEO's data privacy practices are set forth in AgritecGEO's Privacy Statement which is posted at
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
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.
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.
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
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.
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
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.
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.
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
- Suspension and Termination.
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
- Effect of Termination.
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.
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.
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.
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
JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY
TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Limitation of Liability.
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
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.
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.
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.
- 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.
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.
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.
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.
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
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.
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
||Location of forum (Courts) for dispute resolution
||Disagro de Guatemala, S. A.
||Guatemala City, Guatemala
||Bogota D.C., Colombia
||Abonos del Pacífico, S. A.
||San Jose, Costa Rica
||Precisagro, S. A.
||Unifersa Disagro S.A. de C.V.
||Santa Tecla, El Salvador
||Disagro de Guatemala, S. A.
||Guatemala City, Guatemala
||Fertilizantes Del Norte S.A. de C.V.
||San Pedro Sula, Honduras
||Sagsa Disagro, S. A.
||Abonos del Pacífico, S. A.
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
firstname.lastname@example.org. Any other communications should also be sent to the foregoing address.
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.
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.
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.
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
End of Terms