Independent Data Management LLC (“IDM”) provides its precision agriculture software application called MyAgData, this website and any accompanying web hosting (collectively, the “Services”) to the extent purchased by You, or on Your behalf through Your Authorized Technology Provider (“ATP”) or Your Authorized Insurance Provider (“AIP”), if applicable, and subject to Your compliance with these Terms. If a corporation or limited liability company, “You” or “Your” means the corporation or limited liability company and its affiliates, employees, agents, officers, directors, shareholders and members accessing the Services, and if not a corporation or limited liability company, “You” or “Your” means the person or user, and his or her partners, agents and employees accessing this Services . You and IDM may also hereinafter be referred to each as a “Party” or collectively as the “Parties”. YOU MUST READ THESE TERMS CAREFULLY, INCLUDING SECTION 6, BEFORE ACCESSING THE SERVICES BECAUSE THE TERMS LIMIT YOUR RIGHTS AND REMEDIES AS TO IDM.
- Services. Subject to IDM’s receipt of payment for Your use of the Services, IDM hereby grants you a nonexclusive 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 the IDM’s end user documentation provided on its website for the Services purchased. You acknowledge that no physical copy of any IDM software or its source code will be provided to You under these Terms and Your use of such software is restricted to use through the internet as directed by IDM.
- 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 Your registered 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.
- Use of the Services. You shall use the Services for lawful purposes only. You shall not post or transmit through this Services any material: (i) which violates or infringes in any way upon the rights of others including, but not limited to, patents, trademarks, trade secrets, copyrights, or other proprietary rights; (ii) which is unlawful, threatening, abusive, tortious, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (iii) which encourages conduct that would constitute a criminal offense, gives rise to civil liability, is subject to confidential restriction by a third party, or otherwise violates any law; or (iv) which contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment. Without IDM’s express prior approval, You shall not post or transmit through the Services any material which contains advertising or any solicitation with respect to products or services. You shall not use any part of the Services to advertise or perform any commercial solicitation, including, without limitation, the solicitation of users to become subscribers of other on-line information services competitive with this Services. You further agree not to: (i) interfere with or disrupt the Services, or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations connected to the Services; (ii) collect or store personal data about other users; (iii) modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Services; (iv) remove any copyright, trademark, or other proprietary rights notices contained in the Services; (v) “frame” or “mirror” any part of the website without IDM’s prior written authorization; (vi) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the website; or (vii) link to the website in a way that is damaging or defamatory to IDM or creates the false appearance that Your website or organization is sponsored by, endorsed by, affiliated with, or associated with IDM unless preapproved by IDM.
- Proprietary Information. The Services contains 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 consent from IDM, Your Authorized Technology Provider (“ATP”) or Your authorized insurance provider (“AIP”), if Services were purchased through Your ATP or AIP, and the copyright owner, if other than IDM. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of Your ATP or AIP, if Services were purchased through Your ATP or AIP, IDM and the copyright owner, if other than IDM. 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 Your AIP, if Services were purchased through Your ATP or AIP, IDM, or their affiliates. All rights are reserved.
- 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 and YOUR AIP, IF APPLICABLE, EXPRESSLY DISCLAIM 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.
- NEITHER IDM, YOUR AIP, IF APPLICABLE, THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS 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, YOUR AIP (IF SERVICES WERE PURCHASED THROUGH YOUR ATP or AIP), OR IDM’S LICENSORS, 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’S, YOUR ATP or AIP’S (IF SERVICES WERE PURCHASED THROUGH YOUR ATP or AIP), OR 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 IDM, TO YOUR AIP, OR TO IDM’S LICENSOR’S 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 OR YOUR AIP 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’S, IDM’S LICENSOR’S AND YOUR AIP’S 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 and any operating rules established by IDM and to satisfy any law, regulation or authorized government request. IDM has the right, but not the obligation, to alter or remove any materials posted or transmitted by You and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Services properly, to protect IDM, and to comply with legal obligations or governmental requests.
- 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 and Your ATP or AIP (if Services are purchased through Your ATP or AIP) are 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 and Your ATP or AIP make 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 or Your ATP or AIP endorse any of the materials at the third party websites. Your access and use of such websites are solely at Your own risk.
- Term. Your rights as granted herein shall commence upon your acceptance of these Terms and shall continue until such time that (i) either IDM or You terminate these Terms by giving the other Party notice of the desired termination date .
- 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.
- 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 and the terms and conditions of Carahsoft Technology Corporation’s Multiple Award Schedule Contract constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the Parties with respect to such subject matter. These Terms shall be construed in accordance with the federal laws of the United States, without regard to its conflict of laws rules. If any provision of these Terms are 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 by either Party or Your AIP 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 and Your AIP neither endorse nor is responsible for the accuracy or reliability of any opinion, advice or statement made on this website by anyone other than authorized by IDM and Your AIP employee spokespersons while acting in their official capacities. These Terms are for the benefit of IDM, Your AIP (if Services purchased through Your AIP), their affiliates and any third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
Last Updated: November 7, 2019
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