Agrian Field Suite Terms of Use

Agrian Field Suite

Terms of Use

Welcome to the password protected section of Agrian Field Suite (“AFS”). Access to AFS is made available to you by Agrian Inc., a California corporation (“Agrian”) subject to the following terms and conditions (“Terms of Use”). By using AFS, you represent that you have read and agree to the Terms of Use.

Section One - Use of AFS

1.1 License.

Agrian or third parties granting rights to Agrian for use in AFS hold all right, title, and interest in and to the distinct series of applications to assist agrichemical professionals in the sale, use and application of agricultural chemicals and the production of reports relating to that use for growers and regulatory agencies which are the copyrighted work of Agrian or such third parties. Agrian grants you a limited, personal, non-exclusive, non-assignable, and non-transferable license to use and display AFS only on your personal computer and only for purposes associated with your interaction with AFS. Some of the information included as part of AFS is considered by Agrian to be proprietary, confidential, of a sensitive nature and/or the trade secrets of Agrian. Accordingly, you will keep confidential and not disclose to any person or entity outside your business operation any of the information retrieved by you during your use of AFS.

1.2 Limitations on License.

Except as stated herein, you shall have no right to copy, download, display, perform, reproduce, distribute, modify, edit, alter, translate, adopt or enhance any of AFS in any manner or (to the extent such restriction is allowed by law) reverse engineer or decompile any code, script, or software forming part of AFS. Upon termination, you must immediately destroy any downloaded and printed materials. You have no right, title or interest (and no copyright, trademark or other intellectual property right) in or to AFS or any content, information or materials related thereto and you shall not "frame" or "mirror" AFS, any information contained on, framed within, or accessible from or through AFS on any other server or Internet-based device without the advanced written authorization of Agrian.

1.3 Password Restrictions.

AFS is password restricted to authorized users only and can only be accessed with the login account and password assigned to you by Agrian. Even though AFS may allow you to change your password, you shall be responsible for maintaining the confidentiality of your password and login account, and agree to notify Agrian if the password is lost, stolen, disclosed to an unauthorized third party, or may have been compromised.

You may be allowed to enter into transactions and other agreements via AFS. You agree that you accept all responsibility and to be bound by any and all activities and transactions that occur under your password and login account, whether or not authorized by you. You agree to immediately notify Agrian of any unauthorized use of your account or any other breach of security known to you in relation to AFS. Agrian reserves the right to revoke your password and access to the Site at any time and for any reason.

1.4 Availability

Any part of AFS may change without notice to you at any time in Agrian’s sole discretion. AFS may be subject to limitations, delays, and other problems inherent to the use of the internet and electronic communications. Agrian and the third party contributors are not responsible for any delays, delivery failures, or any other similar or dissimilar damage resulting from such problems.

1.5 Third Party Advertisements and Interaction.

In your use of AFS, you may, through links to other websites or to advertisements, enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party advertisers or chemical manufacturers or members of AFS. Unless otherwise stated specifically by Agrian, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. Agrian shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. In addition, the third party chemical manufacturers are solely responsible for the information provided in their labels and made available for use in AFS.

1.6 Links to Third Party Sites.

AFS may be linked to other websites on the World Wide Web that are not under the control of or maintained by Agrian. Such links do not constitute an endorsement by Agrian of any such websites or the products or services offered through such websites. You acknowledge that Agrian is providing these links to you only as a convenience, and that Agrian is not responsible for the business practices, content, privacy policies or links displayed on such websites or products and services offered through such sites to which you may be linked and your access to these websites is at your own risk.

1.7 Geographic Information Systems (“GIS”) Data and Functionality.

Although the Geographic Information Systems (“GIS”) data made available in AFS has been produced and processed from sources believed to be reliable, no warranty expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any information or its use and availability in AFS, including without limitation, the depiction of property boundaries, fence lines, area maps, accurate calculation of endangered species locales, earthquake faults, soil maps, watershed management area, wetlands or any other similar or dissimilar data mapped by or through AFS. You retain all responsibility to verify the specific GIS data made available by use of AFS and to ensure and verify that the calculations made and information rendered by AFS using GIS data are accurate, applicable to your location and comprehensive.

1.8 Crop Management Chemical Registrations.

AFS will provide you with information on crop management chemicals (including without limitation pesticides, fertilizers, soil amendments, minerals, restricted and non-restricted materials, and other crop management products), labels and databases the use of which are regulated by state, federal and international laws or regulations. Agrian does not interpret nor enforce compliance with any laws or regulations governing label approval, nor the selection, application, or other use of chemical materials. You retain all responsibility to verify the specific label and environmental requirements, restrictions and recommendations made available by use of AFS. Agrian and/or the manufacturers may periodically and without notice make changes to the label data or content. The chemical manufacturers are solely responsible for the information provided in their labels and made available for use in AFS.

1.9 Use of AFS in Combination with Other Technology

Agrian shall have no obligation to ensure the ability to use AFS in combination with any other software, hardware or processes. You shall indemnify Agrian for claims arising from any infringement arising from the combination of AFS with any of your products, service, hardware or business processes.

Section Two - Warranties and Liability

2.1 Disclaimer of Warranties and Limitation on Liability.

YOUR USE OF, AND ANY RELIANCE UPON, AFS AND ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LABELS, INFORMATION, MATERIALS, AGRONOMIC INFORMATION, GIS MAPPING, WEATHER FORECAST, AND ADVICE IS AT YOUR OWN RISK. The services have not been independently verified or authenticated in whole or in part by Agrian. YOU RETAIN ALL RESPONSIBILITY TO VERIFY THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF INFORMATION OBTAINED THROUGH AFS, THE CUSTOMER DATA OR ANY CONTENT. THE MANUFACTURERS ARE SOLELY RESPONSIBLE FOR THE INFORMATION PROVIDED IN THEIR LABELS AND MADE AVAILABLE FOR USE IN AFS.

AGRIAN DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF AFS OR ITS SERVICES. AGRIAN HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN AFS, WHETHER PROVIDED BY AGRIAN OR THIRD PARTIES AND AGRIAN DOES NOT GUARANTEE THE AVAILABILITY OF AFS.

2.2 As-Is, As Available and Where-Is Basis.

AFS, AND THE CONTENT, GOODS OR SERVICES AVAILABLE FROM OR THROUGH AFS ARE PROVIDED TO YOU ON AN "AS IS", "AS AVAILABLE" AND "WHERE-IS" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS. AGRIAN, FOR ITSELF AND ANY THIRD PARTY PROVIDING MATERIALS, SERVICES, OR CONTENT TO AFS OR SERVICES, PROVIDES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH OR REGARDING AFS OR SERVICES, INCLUDING BUT NOT LIMITED TO THE SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, MATERIAL, INFORMATION, PRODUCT, REPRESENTATION, OR SERVICES CONTAINED ON AFS.

2.3 Limitation of Statutory Warranties.

ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY DISCLAIMED. SPECIFICALLY, AGRIAN MAKES NO WARRANTY REGARDING THE AVAILABILITY OF AFS, THE SERVICES, ANY DATA STORED ON AFS, YOUR ACCESS TO AFS OR ANY CUSTOMER DATA, OR THE ACCURACY OF ANY INFORMATION EITHER STORED OR PROVIDED VIA AFS.

2.4 No Liability for Damages.

NEITHER AGRIAN NOR ANY THIRD PARTY PROVIDING LABELS, MATERIALS, SERVICES OR CONTENT TO AFS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS ARISING FROM OR CONNECTED WITH AFS AND SERVICES, INCLUDING BUT NOT LIMITED TO, YOUR USE OF AFS OR SERVICES OR YOUR INABILITY TO USE AFS OR ACCESS CUSTOMER DATA, EVEN IF AGRIAN HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY THIRD PARTY OWNERS OF ANY LABELS, MATERIALS, SERVICES OR CONTENT, INCLUDING, BUT NOT LIMITED TO WEATHER FORECAST, GIS MAPPING, OR CHEMICAL INFORMATION, PROVIDED OR CONTAINED ON AFS ARE THIRD PARTY BENEFICIARIES TO THE WARRANTY AND LIABILITY LIMITATION PROVISIONS CONTAINED IN THIS PARAGRAPH AS THOSE PROVISIONS RELATE TO THEIR LABELS, MATERIALS, SERVICES OR CONTENT. TO THE EXTENT ANY LIABILITY ARISES ON BEHALF OF AGRIAN RELATED TO AFS OR ITS SERVICES, USER AGREES THAT THE MAXIMUM LIABILITY OF AGRIAN WILL BE $250.00 U.S. DOLLARS.

2.5 Additional Rights.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth in this section may not apply to you.

2.6 Third Party Disputes.

In the event that you have a dispute with a chemical manufacturer, another user, or any third party, you release Agrian (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

2.7 User Indemnification.

You alone are responsible for your actions related to the use of AFS or the actions of any person using your user name and/or password. As such, you shall defend, indemnify and hold Agrian and its affiliates and their respective officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all claims, demands, lawsuits, costs, damages, liabilities, and expenses (including legal fees) incurred, claimed or alleged, relating in any way to: (i) your breach of the Terms of Use; (ii) your use of AFS or the use of AFS by any person using your user name and/or password; (iii) the entry, sufficiency, adequacy, accuracy, or timeliness of AFS content or Customer Data which forms the basis for writing use recommendations, selecting products for use on a specific crop, purchasing of agricultural chemicals or apply agricultural chemicals to specific crops or land; and (iv) any claim that your Customer Data, or the Customer Data of any person using your user name and/or password, violates the intellectual property rights of any third party or are otherwise defamatory or libelous in the United States or Canada.

Section Three – Local Use and Trademarks

3.1 Local Laws; Export Control

Agrian controls and operates AFS from its headquarters in the United States of America and makes no representation that the materials are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on AFS are solely directed to individuals, companies or other entities located in the United States and Canada. If you use this Site from outside the United States of America or Canada, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations.

3.2 Trademarks and Logos

The Agrian name, the Agrian logo, Agrian Field Suite, Agrian Advisor, Agrian Applicator, Agrian Grower, and Agrian Processor, the product names, logos, labels, depictions, and descriptions associated with AFS are trademarks of Agrian, the chemical manufacturer(s) or third parties, and no right or license is granted to use the names, logos, depictions or labels. The omission of a copyright or trademark notice on AFS shall not be interpreted to mean the material is, or cause the material to be, in the public domain.

3.3 Applicable Law

Any action related to these Terms will be governed by the law of the State of California, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in the State of California, for the resolution of all disputes arising from or related to these Terms and/or your use of AFS.

Section Four – Data

4.1 Customer Data

You acknowledge that you are responsible for all data, text, information, images, and material that you enter or submit in connection with the AFS including creation of user databases for its own use ("Customer Data"). You agree that you, and not Agrian, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, timeliness, safety, weather, mapping, environmental restrictions, and appropriateness, of all Customer Data and any and all application specific information generated by AFS. The Customer Data will be integrated by AFS into and form the basis for writing use recommendations, the selection of products for use on a specific crop and the sale of agricultural chemicals or application of agricultural chemicals.

4.2 Accuracy of Customer Data.

You accept full responsibility for the accuracy, adequacy and timeliness of the data entered and specifically the Customer Data and hereby waive any claim and indemnify Agrian against any injury, damage or expense resulting from any other contemplated use of agricultural chemicals or other products included in AFS.

4.3 Availability of Data.

Agrian shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Agrian reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, non-payment of any fees.

4.4 Privacy.

When Agrian collects information, it does so in compliance with its privacy policy. Agrian will collect, use and disclose personal information in connection with this website for those purposes identified to you at or prior to the time of collection and in accordance with the Privacy Statement posted on Agrian’s website.

Section Five – Contract Provisions

5.1 Termination

If Agrian becomes aware of inappropriate or unauthorized use of AFS or any of its content, Agrian will respond in any way that, in its sole discretion, it deems appropriate including the right to terminate your access to AFS. Additionally, either user or Agrian may terminate these Terms of Use and your access to AFS without notice at any time for any reason, or no reason at all. Agrian reserves the right to impose a reconnection fee if your account is suspended and thereafter you request access to AFS.

5.2 Survival.

The termination of these Terms of Use as specified herein shall not serve to eliminate any liability arising out of conduct prior to the actual date of termination and any party hereto may, following such termination, pursue such remedies as may be available with respect to such liabilities.

5.3 Modification of Terms of Use.

Agrian reserves the right to revise these terms and conditions at any time by posting an updated version of these Terms of Use on its website. You are responsible for regularly reviewing these Terms of Use. Your continued use of AFS after such notice will constitute your acceptance of such revised terms.

5.4 Waiver.

The failure or delay of Agrian to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision, nor shall any single or partial exercise of a right preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5.5 Entire Agreement.

These Terms of Use constitute the entire agreement among the parties hereto and supersedes all other prior agreements or understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof. Should any part of this agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. This agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

5.6 Headings.

The paragraph or section headings in these Terms of Use are solely for the convenience and reference of the parties and are not intended to be descriptive of the entire contents of, or to affect, any of the terms or provisions hereof.

5.7 Severability.

If any term or provision of these Terms of Use or the application thereof shall be invalid or unenforceable, such term or provision shall be severed from these Terms of Use and the remainder of these terms shall be unaffected thereby, shall be valid and be enforced to the fullest extent permitted by law.

Questions or Additional Information:

If you have questions regarding these Terms of Use or wish to obtain additional information, please send an e-mail to info@Agrian.com.