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Last update September 2022
These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of www.agriso.com and any related website owned or operated by agriso.com (the “Sites”), and the use of, and registration with, agriso.com Service (defined below) through the Sites, a mobile application or through any other means.
These Terms are between agriso.com ( AgriSo Mobile Soft S.R.L., 23 Primăverii Street, Visina, Olt, Romania, registered on Trade Register by number J/28/324/2015, CUI RO 34487041) ( “agriso.com”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). agriso.com may use its affiliates and third party service providers to process and/or collect payment from you. In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICE, SITES OR agriso.com MOBILE APPLICATION, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR THE SITES OR agriso.com MOBILE APPLICATION.
Please be reminded that the Terms constitute an agreement between you and agriso.com and define the rights and responsibilities that you have with respect to the Service. It is important that you read and understand the Terms. By accessing or using the Service you confirm that you have read and understood the Terms and any other documents referred to herein, including without limitation our Privacy Policy available at AgriSo Privacy Policy and that you agree to be bound by this agreement. Consequently, if you do not accept or understand the Terms, please do not use, access or register with the Service. If you do not agree to these Terms, you are not entitled to use the Service or cease using the Service.
In addition to these Terms, you agree to abide by any supplemental policies and terms related to the Service, such as policies related to specific services as well as all other operating rules, policies, and procedures that may be published from time to time on the Service, each of which is incorporated herein by reference.
From time to time, we may modify or amend these Terms. If we do so, we will post any such modifications or changes in the Service. You can tell when changes have been made by referring to the “Last Update” legend on top of this page. Please review these Terms regularly to ensure that you are aware of any changes.
If you continue to use the Service following such a posting of changes, you accept any such change or modification. If you have any questions about these Terms or our Privacy Policy, please see our contact information on the last page of these Terms.
The use of this website is permitted only to the persons above the age of 18.
Use of the Service is subject to your continued compliance with these Terms.
You represent and warrant that you will use the Service in compliance with any and all applicable laws and regulations. Use of the Service is unauthorized in any jurisdiction where the Service or any part of it may violate any laws or regulations. You agree not to access or use the Service in such jurisdictions. For the avoidance of doubt, the paid use of AgriSo software products and services is not covered by these Terms.
You agree not to provide inaccurate, misleading or false information in connection with your use of the Service. If the information you have provided to AgriSo subsequently becomes inaccurate, misleading or false, you will promptly notify AgriSo of such change.
You are solely responsible for your use of the Service and for any costs you incur to access the Service through any Internet, wireless or another communication service, such as any fees for data usage on an Internet service provider’s or a wireless carrier’s network. Check with your carrier to determine the fees that apply.
The Service may contain links to websites and content owned and/or operated by third parties. Such links and content are provided for informational purposes only. We are not responsible for any such third-party websites or content and do not have control over any materials made available therein. Our inclusion of a link to a third-party website or content in the Service does not in any way imply our endorsement, advertising, or promotion of such websites or content or any materials made available therein. By accessing a third-party website or content you accept that we do not exercise any control over such websites or content. We have no responsibility for such third-party websites or content. We encourage you to familiarize yourself with the terms of service applicable to any third-party website or content you may access.
We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party products, services, materials or websites. Please note that the applicable third party is fully responsible for all goods and services it provides to you and for any and all damages, claims, liabilities and costs it may cause you to suffer, directly or indirectly, in full or in part.
5.1. AgriSo.com platform is a cloud-based farm management software that transforms the way agriculture can be seen. Functionalities, application programming interface and other features offered as part of agriso.com platform, are available online and via a mobile application (the “Service”).
5.2. We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Sites, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an email.
To register to the Service for the first time, you shall create an account with the Service. By creating an account (“Account”) and registering to the Service you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, an agriso.com customer (the “Customer”). The first user of the Account is automatically assigned as the Organization administrator (the “Admin”).
When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.
You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.
The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.
The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “agriso.com Materials”), are the property of agriso.com and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and agriso.com, agriso.com retains all right, title and interest, including all intellectual property rights, in and to the agriso.com Materials.
Customer acknowledges and accepts that agriso.com has the right to use Customer’s name and logo to identify Customer as a customer of agriso.com or User of the Service, on agriso.com’s website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting support@agriso.com.
Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites, during the applicable Subscription Term, solely for Customer’s internal purposes.
Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; (v) take any action that imposes or may impose (at agriso.com’s sole discretion) an unreasonable or disproportionately large load on the agriso.com infrastructure or infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity
or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter agriso.com’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without agriso.com’s prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Authorized Users) to do any of the foregoing.
The list below contains examples of behaviors that are prohibited in the Service:
As a User of the Service and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of agriso.com Materials, the agriso.com Service, and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of agriso.com Materials, and as such, it is the sole property of agriso.com without restrictions or limitations on use of any kind. agriso.com may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to agriso.com any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.
Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer or any of the other Users to agriso.com, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the Service ordered, subscription plan, term and the associated fees.
The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).
In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our payment processing service or our affiliates, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.
The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.
During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.
As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us (either directly or through our affiliates or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).
In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription
Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any time through the Account settings. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.
Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, agriso.com will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.
We may offer, from time to time, part or all of our Services on a free, no-obligation trial version (“Trial Service”). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan (the “Trial Subscription”)
Note that we may offer, from time to time, certain Services in an Alpha or Beta versions (the “Pre-Released Services”) and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
The Trial Service and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Service and Pre-Released Services (i) such services are licensed hereunder on as “As-Is”, “With All Faults” “As Available” basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertaking by us shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF agriso.com, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICE AND THE THIRD PARTY SERVICES). We make no promises that any Trial Service and/or Pre-Released Services will be made available to you and/or generally available.
Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.
You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.
AgriSo technology is protected by copyright and AgriSo respects the copyright of any third party. If you believe copyright-protected work was posted on the Service without authorization, you may submit a copyright infringement notification (through legal@agriso.com). We will review all claims of copyright infringement received or distributed in violation of any such laws. To make a claim, please provide us with the following:
Your privacy and the protection of personal data about you are very important to us. For a detailed description of how we collect and use personal data about you, please see our Privacy Policy and familiarize yourself with the choices you can make about the way in which we collect and use personal data about you. By using the Service, you are aware of the rights and obligations as defined in AgriSo Privacy Policy and shall act in accordance with all applicable laws and regulations related to personal data and data security.
In addition to what is stated in the Privacy Policy, you agree to:
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTY AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICE OR ANY CONTENT THEREON, AS WELL AS WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY’S RIGHTS.
AGRISO WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE. MOREOVER, YOU AGREE THAT WE DO NOT HAVE RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY MATERIAL OR CONTENT AND OTHER COMMUNICATIONS MAINTAINED IN THE SERVICE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SERVICE OR OUR REPRESENTATIVES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT GIVE ANY WARRANTY WITH RESPECT TO THE RESULTS OBTAINED FROM THE APPLICATION AND YOU RELEASE US FROM ANY LIABILITY THAT MIGHT RESULT FROM THE USE OF THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS, ACCRUED BUT WASTED EXPENDITURE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM
WITHOUT LIMITATION TO THE FOREGOING, YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE FEES IF ANY, THAT YOU HAVE PAID TO AGRISO FOR ACCESS TO AND USE OF THE SERVICE.
IN SOME JURISDICTIONS THE APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS REMOVES OR SUPERSEDES YOUR RIGHTS AS A CONSUMER BASED ON MANDATORY PROVISIONS OF LAW.
You agree to defend, indemnify and hold AGRISO (and our subsidiaries, affiliates, partners, officers, directors, employees, and agents) harmless from and against any claim or demand, expenses (including attorneys’ fees), losses, requests for damages made by any third party due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party. Nothing in these Terms shall be deemed to exclude or limit your liability in respect of any indemnity given by you under these Terms.
These Terms, any applicable additional terms included in the Service, and any documents expressly incorporated by reference herein (including AgriSo Privacy Policy), contain the entire understanding between You and AgriSo and supersede all prior understandings of the parties hereto relating to the subject matter hereof.
AgriSo’s failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. In the event that any provision of these Terms is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction for any reason, the remaining provisions of these Terms will remain in full force and effect.
The laws of the Republic of Romania, without regard to or application of its conflict of law provisions, will govern these Terms and any claim, cause of action, or dispute arising out of or relating to these Terms will be brought solely in the courts of Corabia.
AgriSo reserves the right to discontinue offering the Service or any part thereof or to suspend, remove, modify or disable access to the Service at any time in its sole discretion and without notice. Notwithstanding anything contained in these Terms to the contrary, AgriSo may also, in its sole discretion, terminate or suspend your access to the Service at any time. In no event will AgriSo be liable for the removal of or disabling of access to the Service or any part thereof. AgriSo may also impose limits on the use of or access to the Service, in any event, and without notice or liability. Upon termination of the Service or a part thereof, your license to use the Service or a part thereof will be automatically terminated. In such an event, AgriSo shall not be obligated to provide refunds or other compensation to users in connection with such discontinuation. Following termination, all such terms that by their nature may survive termination of these Terms shall be deemed to survive such termination.
The Service is operated and provided by AgriSo Mobile Soft S.R.L.. If you have any questions about these Terms, please contact us at legal@agriso.com.
