Terms of Use
These Terms of Use (“Terms”) govern your use of the MyAgData application and the Services defined below. READ THESE TERMS CAREFULLY, INCLUDING SECTION 6, BEFORE ACCESSING THE SERVICES. THESE TERMS LIMIT YOUR RIGHTS AND REMEDIES. IN ACCESSING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS.
Provided You comply with these Terms and any other agreements concerning the Services, Independent Data Management Inc. (“IDM”) DBA MyAgData will provide you with access to its precision agriculture software application known as MyAgData (in the version purchased), the related website and any accompanying web hosting (collectively, the “Services”). In the case of a corporation, limited liability company or other legal entity, “You” or “Your” means the entity’s authorized employees and officers, in the case of a natural person “You” or “Your” means the person or user. You and IDM may also hereinafter be referred to each as a “Party” or collectively as the “Parties”.
Services. Upon receipt of payment and acceptance of these Terms IDM will and does grant You a nonexclusive, terminable and nontransferable right to use and receive the Services up to the level purchased, as the Services are intended to be used and solely in accordance with any and all end user documentation which may be provided on the IDM website. All Services are web based only.
Registration. When registering for the Services, You must provide true, accurate, current, and complete information about Yourself. You hereby affirm that You will continue to maintain and promptly update Your registration information to keep it true, accurate, current, and complete. If You provide, or IDM suspects You provided, any information that is untrue, inaccurate, not current, or incomplete while registering, IDM reserves the right to terminate these Terms and deny You access to the Services. While registering, You will pick a username and password that will allow You access to the Services. You agree not to provide Your username, password, or Your registered use of or access to the Services to any third party or use Your Services on behalf of any third party, unless expressly permitted by IDM in writing to do so. If IDM has reason to believe that Your account is no longer secure, IDM reserves the right to deny You access to the Services. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD, AND ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES, INCLUDING ALL INFORMATION PROVIDED OR RECEIVED THROUGH YOUR REGISTERED ACCOUNT.
User Data Responsibility. Any data, information, or content provided by You or through Your use of the Service (collectively, “User Data”) is solely your responsibility. You are entirely responsible for the accuracy, quality, legality, reliability, and appropriateness of all User Data. IDM does not assume any responsibility or liability for the accuracy of User Data. You acknowledge and agree that the Services will be impacted negatively by the use of incorrect or incomplete User Data, and hereby hold harmless and indemnify IDM from and against any and all claims and damages of any kind arising from or relating to incorrect, incomplete or otherwise deficient User Data.
Use of the Services. You shall use the Services for lawful purposes only.
Proprietary Information. The Services may contain copyrighted material, trademarks and other proprietary information, including, without limitation, text, software, photos, video, graphics, music and sound, and the contents of the Services are copyrighted under the United States copyright laws. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part without IDM’s express written pre-approval. No copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without IDM’s express written permission, and/or that of the content owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that You do not acquire any ownership rights by downloading copyrighted material. IDM and each of the logos used in providing the Services are trademarks of the owner. All rights are reserved.
Privacy and Data Retention. The User Data that IDM obtains through Your use of the Services is subject to IDM’s Privacy Policy available at Data Security – MyAgData. . In accessing the Services you consent to the terms of the Privacy Policy and further agree that the information provided by You to IDM may be shared by IDM as permitted by law or required to provide the Services. IDM may retain your User Data in compliance with applicable data privacy and other laws in order to document its performance of the Services, or as otherwise required by law or best practices.
Disclaimer of Warranty
- YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IDM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- IDM DOES NOT WARRANT THAT: (i) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WHICH WERE FACILITATED THROUGH OR FROM THE SERVICES WILL MEET YOUR EXPECTATIONS; (v) ANY ERRORS IN THE SERVICES OR IDM’S SOFTWARE WILL BE CORRECTED.
- ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.
Limitation of Liability. THE FOLLOWING DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY RELATED TO THE SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY BUT EXCLUDING WILLFUL AND WANTON CONDUCT), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION:
- IN NO EVENT WILL IDM OR ANY IDM LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, DIRECT, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, OR INTANGIBLE LOSSES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR ANY OTHER MATTER RELATING TO THE SERVICES.
- IN ADDITION, IN NO EVENT WILL IDM OR ANY IDM’S LICENSORS’ LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY OTHER MATTER RELATING TO THE SERVICES EXCEED, FOR EACH PARTY RESPECTIVELY, THE AMOUNT OF FEES PAID BY YOU DIRECTLY TO THAT IN THE TWELVE MONTHS PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO SUCH DAMAGES.
- APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN WARRANTIES AS SET FORTH IN THESE TERMS, SO THE ABOVE LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT IDM MAY NOT, AS A MATTER OF APPLICABLE LAW, LIMIT ITS LIABILITY OR EXCLUDE CERTAIN OR ANY WARRANTIES, THE SCOPE AND DURATION FOR SUCH WARRANTY AND THE EXTENT OF IDM OR ITS LICENSORS LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
- THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION).
Monitoring. IDM shall have the right, but not the obligation, to monitor Your use of the Services to determine compliance with these Terms, any other applicable agreements, and any applicable law or regulation,. IDM reserves the right to observe Your use of the Services to satisfy any law, regulation or authorized government request.
Links to Other Websites. IDM’s website may provide links to other websites that are not under the control of or maintained by IDM. IDM is not responsible for the content of such sites or any technical or other problems associated with any such third party website or link thereto. IDM makes no representations, warranties, or conditions with respect to the content, privacy practices, ownership, or legality of any such third party website. The presence of any links to third party websites shall not imply that IDM endorses any of the materials at the third party websites. Your access and use of such websites is solely at Your own risk.
Term. Your rights as granted herein shall commence upon your acceptance of these Terms and shall continue until your authorized use of the Services ceases. Notwithstanding the termination of your rights to access the Services, these Terms will remain in full force and effect except to the extent that they grant You any rights or access to the Services.
Online Payment Terms. By submitting credit or debit card information online, You authorize IDM or its third party provider to process payment for your Services order and debit Your card in the applicable amount. You represent and warrant that You are an authorized user of any such credit or debit card and that there are sufficient funds to cover the cost of the Services. By submitting card information online, You recognize that internet communications may not always be secure and have an inherent risk of interception and/or interference. You hereby consent to transmission of payment information via the internet and to the maximum extent allowed by law, waive any claim that You may have against IDM or its third party provider with respect to such transmission. Unless otherwise agreed to in a signed writing between You and IDM, all prices advertised online are subject to change. If IDM discovers an error in the price of any Services which You have ordered, IDM will inform You of this as soon as possible and give You the option of reconfirming Your order at the correct price or cancelling it. If IDM is unable to contact You, IDM will treat the order as cancelled. If You cancel and You have already paid for the Services, You will receive a full refund.
Modifications. IDM has the right at any time to change or modify the Terms, or to impose new conditions, including, without limitation, adding fees and charges for use. If You maintain an account with IDM, you will be notified of any changes to these Terms when You log in to your account.
Miscellaneous. These Terms shall be construed in accordance with the applicable laws of the United States. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. IDM neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on its website by anyone other than as authorized by IDM.