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TERMS OF USE

THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS”) GOVERN YOUR USE OF THE AGSQUARED SERVICE ON THE WORLD WIDE WEB. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU, THE USER OF THE AGSQUARED SERVICE, AS DEFINED BELOW, (“YOU” OR “YOUR”) AND AGSQUARED, LLC (“AGSQUARED”, “WE,” “OUR” OR “US”) AND GOVERN YOUR ACCESS TO, AND USE OF, THE AGSQUARED WEBSITE LOCATED AT AGSQUARED.COM (THE “WEBSITE”), (II) THE AGSQUARED MOBILE APPLICATION (THE “AGSQUARED APP”), AND (III) THE FARM RECORDKEEPING SERVICES AVAILABLE THROUGH THE AGSQUARED SERVICE OR ANY OTHER SERVICES MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR USE OF THE WEBSITE AND/OR AGSQUARED APP (THE “SERVICES”) (COLLECTIVELY, THE WEBSITE, THE AGSQUARED APP AND THE SERVICES ARE REFERRED TO AS THE “AGSQUARED SERVICE”).

BY ACCESSING AND USING THE WEBSITE, AGSQUARED APP, MATERIALS (DEFINED BELOW), OR THE SERVICES OR AGREEING TO AN AMENDED TERMS OF USE AGREEMENT, (1) YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS, ON BEHALF OF THE ENTITY OR PERSON IN RESPECT OF WHOM THE AGSQUARED SERVICE WAS ORDERED (SUCH ENTITY OR PERSON SHALL BE INCLUDED IN THE DEFINITION, “YOU” AND “YOUR”). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE AGSQUARED SERVICE OR ANY INFORMATION CONTAINED ON THE AGSQUARED SERVICE. YOUR USE OF THE AGSQUARED SERVICE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

AGSQUARED MAY MAKE CHANGES TO THE CONTENT AND SERVICES OFFERED ON THE AGSQUARED SERVICE AT ANY TIME. AGSQUARED CAN CHANGE THESE TERMS AT ANY TIME. IF AGSQUARED MAKES ANY CHANGES TO THESE TERMS, WE WILL POST AN UPDATED TERMS OF USE ON THE AGSQUARED SERVICE AND WE MAY SEND REGISTERED USERS OF THE AGSQUARED SERVICE AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THE AGSQUARED SERVICE. IF YOU DO NOT CEASE USING THE AGSQUARED SERVICE AFTER SUCH NOTICE IS POSTED, YOU WILL BE DEEMED TO HAVE ACCEPTED THE CHANGE.

Access to the AgSquared Service; Restrictions

Certain information, documents, products and services provided on and through the AgSquared Service, including content, logos, graphics and images (together, the “Materials”) are made available to you by AgSquared and are the copyrighted and/or trademarked work of AgSquared or AgSquared’s contributors. Materials do not include Submissions (as defined below) or Your Data (as defined below).

Subject to your compliance with these Terms (including payment of applicable fees) AgSquared grants you a limited, personal, non-exclusive, non-sublicensable and non-transferable license to (i) use and to display and to make one copy of the Materials; (ii) access and use the AgSquared Website, over the internet, solely in connection with your use of the Services, and/or (iii) install, execute, and use one (1) copy of the AgSquared App, in object code only, on mobile device(s) owned or leased by you, in accordance with these Terms and any additional terms and conditions (including, without limitation, any click-through terms) applicable to the AgSquared App, in each case set forth in clauses (i) through (iii) above, solely for your personal use or your internal farm business use. You acknowledge and agree that in order to use the AgSquared App, you must have a compatible mobile device. You are solely responsible for determining whether or not a mobile device is or is not compatible with the AgSquared App and AgSquared makes no representations or warranties whatsoever regarding the AgSquared App and compatibility with any mobile device.

Except for the licenses expressly set forth in the preceding sentence above, you acknowledge and agree that you are responsible for all use of the AgSquared Service associated with your account. The rights granted by AgSquared to you are expressly conditioned upon your compliance with the following, and you agree that you shall not, and shall not permit any third party to: (i) modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials, the Website, Services, or AgSquared App or any part thereof in any manner, or attempt to discern the code or underlying structure of any part, feature, function or user interface of the AgSquared Service; (ii) use the AgSquared Service to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iii) interfere with or disrupt the integrity or performance of the AgSquared Service, or any system, network or data; (iv) attempt to gain unauthorized access to the AgSquared Service or its related systems or networks; (v) share your account or login access or permit direct or indirect access to or use of the AgSquared Service in a way that circumvents a contractual usage limit or to avoid payment of fees; (vi) frame or mirror any part of any AgSquared Service; (vii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the AgSquared Service to any third-party or use the Service to provide time sharing or similar services for any third-party or otherwise make the AgSquared Service available to, or use for the benefit of, anyone other than yourself, (viii) remove, circumvent, disable, damage or otherwise interfere with security-related features of the AgSquared Service, features that prevent or restrict use or copying of any content accessible through the AgSquared Service, or features that enforce limitations on use of the AgSquared Service; or (ix) delete the copyright and other proprietary rights notices within the AgSquared Service. You agree to promptly notify AgSquared of any unauthorized access or use of the AgSquared Service of which you become aware, and will reasonably cooperate with AgSquared in investigating and limiting such unauthorized access or use.

The limited licenses granted herein shall terminate automatically, without notice to you, if you breach any of these Terms. Upon termination of the limited license, you agree to immediately destroy any downloaded or printed Materials and cease access of and to the AgSquared Service. Except as stated herein, you acknowledge that you have no right, title or interest in or to the AgSquared Service, or any Materials.

Additional Terms for Use of the AgSquared App

You acknowledge that AgSquared may from time to time issue upgraded versions of the AgSquared App and may automatically electronically upgrade the version of the AgSquared App that you are using on your mobile devices. You hereby consent to such automatic upgrading on your mobile device and agree that these Terms will apply to all such upgrades.

AgSquared iOS Apps. The following additional terms and conditions apply with respect to any AgSquared App that Company provides to you hereunder, designed for use on an Apple iOS-powered mobile device (an “iOS App”): you acknowledge that these Terms are between you and AgSquared only, and not with Apple, Inc. (“Apple”). Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service. AgSquared, and not Apple, are solely responsible for the iOS App and the AgSquared Service and related content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. You agree that AgSquared, and not Apple, is responsible for addressing any claims by you relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to AgSquared as provider of the iOS App. You agree that AgSquared, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App. You represent and warrant that you (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable third-party terms of agreement when using the iOS App (e.g., you must not be in violation of its wireless data service terms of agreement when using the iOS App). The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as it relates to the license granted herein to you to use the iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to the license granted herein to you to use the iOS App as a third-party beneficiary thereof.

AgSquared Android Apps. The following additional terms and conditions apply with respect to any AgSquared App that AgSquared provides to you hereunder, designed for use on an Android-powered mobile device (an “Android App”): you acknowledge that these Terms are between you and AgSquared only, and not with Google, Inc. (“Google”). Your use of the Android App must comply with Google’s then-current Android Market Terms of Service. Google is only a provider of the Android Market where you have obtained the Android App. AgSquared, and not Google, is solely responsible for the Android App and the AgSquared Service and related content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms. You acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the Android App.

Password Restricted Areas of the AgSquared Service

You may need a password to login to the AgSquared Service and to use certain functions and areas within the AgSquared Service. You are responsible for maintaining the confidentiality of your password and account, and agree to immediately notify AgSquared if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your account. You agree to immediately notify AgSquared of any unauthorized use of your account or any other breach of security in relation to the AgSquared Service known to you.

Privacy Policy

Your use of the AgSquared Service is governed by the AgSquared Privacy Policy, which is available here (the “Privacy Policy”).

Third Party Content

Certain information and other content that are not Submissions or Your Data may be the material of third party licensors and suppliers to AgSquared (“Third Party Content”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your personal computer solely for your personal use or your internal farm business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content.

Links to Third Party Sites

The AgSquared Service may be linked to other sites that are not AgSquared sites. AgSquared is providing these links to you only as a convenience, and AgSquared is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.

Submissions and Your Data

You acknowledge that you are responsible for: (i) the text, files, images, comments, works of authorship, or any other materials that you submit, post or otherwise make available on the “Community Forums” and/or the “Support Center” sections of the AgSquared Service (each a “Submission”), and (ii) any data, agricultural information and records you submit or otherwise make available to the Service with or without the assistance of AgSquared (“Your Data”). You, and not AgSquared, have full responsibility for each such Submission you make and Your Data, including its legality, accuracy, appropriateness, and trademark and copyright ownership. Notwithstanding the foregoing, any postings or submissions that you submit that evaluate or constitute feedback about the AgSquared Service are not Submissions or Your Data but are Evaluations and will be subject to the terms forth in the Feedback Section below.

Unless otherwise explicitly stated herein or in the AgSquared Privacy Policy, you agree that any Submission provided by you in connection with the AgSquared Service is provided on a non-proprietary and non-confidential basis. Please note that, generally, Submissions will be accessible by other users of the Community Forums and/or Support Center on the AgSquared Service. Please be sure that any information you post on any Community Forums and/or Support Center areas of the AgSquared Service is information that you are comfortable with sharing with others. Except as expressly set forth below, you agree that AgSquared is free to use a Submission on an unrestricted basis for any purpose and you grant AgSquared a sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission. However, under the foregoing license, AgSquared shall not have the right to sell ownership rights to your Submission. Additionally, AgSquared agrees to use all of your Submissions in accordance with AgSquared’s Privacy Policy applicable to personally identifiable information. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO YOUR SUBMISSIONS AND YOUR DATA.

You grant AgSquared a non-exclusive, fully-paid and royalty-free, worldwide license to utilize, use, publicly perform, publicly display, reproduce and distribute Your Data solely as necessary to enable you to use the Services. You further agree that you will not upload, post or otherwise make available on the AgSquared Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make or Your Data. You represent and warrant that: (i) you own all Submissions and Your Data posted by you on or through the AgSquared Service or otherwise have the right to grant the licenses to AgSquared set forth in this section, and (ii) the posting of your Submissions or Your Data on or through the AgSquared Service does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions or Your Data posted by you to or through the AgSquared Service. If any of Your Data includes personal data or personally identifiable information, you are solely responsible to ensure you have all rights to upload Your Data to the Service in compliance with all applicable laws and regulations and without violating any individual’s rights.

Prohibited Uses

You promise not to use the AgSquared Service for any purpose that is unlawful or prohibited by these Terms. You agree to abide by all applicable local, state and national laws and regulations. When using the AgSquared Service, you agree not to upload any materials, reports, records or data or take any actions that are inappropriate or disruptive to the AgSquared Service. Without limitation, you agree not to:

  • Post off topic information or messages
  • Use racially, ethnically, or otherwise offensive language.
  • Incite illegal activity.
  • Use explicit/obscene language or solicit/upload sexually explicit images (actual or simulated).
  • Upload anything that exploits children or minors or that depicts cruelty to animals.
  • Upload any personal information that you do not have authority or permission to upload.
  • Upload any copyrighted or trademarked materials without the express permission from the owner.
  • Use any robot, spider, scraper or other automated means to access the AgSquared Service
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

​This list of prohibitions provides examples and is not complete or exclusive. AgSquared reserves the right to terminate your access to your account, your ability to upload content to the AgSquared Service with or without cause and with or without notice, for any reason or no reason, or for any action that AgSquared determines is inappropriate or disruptive to the AgSquared Service or to any other user of the AgSquared Service. AgSquared may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at AgSquared’s discretion, AgSquared will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the AgSquared Service or on the Internet. These prohibitions do not require AgSquared to monitor, police or remove any information or Submissions submitted by you or any other user.

Unauthorized Activities

Unauthorized use of any Materials, Submissions or Third Party Content contained on the AgSquared Service may violate certain laws and regulations. You agree to defend, indemnify, and hold harmless AgSquared, its affiliates and their employees, contractors, officers, directors and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from your (i) use or misuse of the AgSquared Service; (ii) your access to the AgSquared Service; (iii) your reports or records that you upload to the AgSquared Service; (iv) your violation of these Terms; or (v) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. AgSquared reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with AgSquared in asserting any available defenses.

Proprietary Rights

AgSquared is a trademark of AgSquared in the United States. Other trademarks, names and logos on the AgSquared Service and the Materials are the property of their respective owners. Unless otherwise specified in these Terms, the AgSquared Service and any and all information and screens appearing on the AgSquared Service, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof are the sole property of AgSquared, Copyright © 2010-2023 AgSquared, LLC. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. YOU OWN ALL OF YOUR FARM RECORDS AND INFORMATION THAT YOU UPLOAD TO THE AGSQUARED SERVICE. AGSQUARED WILL USE YOUR FARM RECORDS AND INFORMATION THAT YOU UPLOAD TO THE AGSQUARED SERVICE ONLY AS NECESSARY TO PROVIDE THE AGSQUARED SERVICE TO YOU AND AS OTHERWISE SET FORTH IN THE PRIVACY POLICY.

Feedback

At AgSquared’s request or at any other time you may provide AgSquared with an evaluation of or feedback regarding the AgSquared Service, including, but not limited to, a report of any errors which you have discovered in the AgSquared Service or related documentation. Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by you to AgSquared concerning the AgSquared Service to AgSquared (“Evaluations”) will be the property of AgSquared. You agree to assign, and hereby assign, all right, title and interest worldwide in the Evaluations, and the related intellectual property rights, to AgSquared and agree to assist AgSquared, at AgSquared’s expense, in perfecting and enforcing such rights.

Copyright Infringements

Notification: AgSquared respects the intellectual property rights of others, and we ask you to do the same. AgSquared may, in appropriate circumstances and at our discretion, terminate service and/or access to the AgSquared Service for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and appears on AgSquared Service, please provide AgSquared’s designated agent the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the AgSquared Service, and information reasonably sufficient to permit AgSquared to locate the material.
  • Information reasonably sufficient to permit AgSquared to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • AgSquared’s agent for notice of claims of copyright or trademark infringement on the AgSquared Service can be reached as follows:

By email: copyright@agsquared.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Accounts, Subscriptions, Fees, and New Features or Functionality; Beta Versions

If you register to use the free version of the AgSquared Service, AgSquared may limit your usage of the AgSquared Service by the number of plantings, fields, activities, acres, users, or other items that you may track and manage through the AgSquared Service as set forth on the Pricing Page. If you have a free version of the AgSquared Service, you may cancel your access to the AgSquared Service at any time for any reason, and upon such termination, all rights and benefits granted to you pursuant to these Terms shall cease.​

When you purchase a paid subscription to the AgSquared Service (a “Subscription”), you are expressly agreeing that AgSquared is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with AgSquared in connection with your use of the AgSquared Service as set forth on the Pricing Page, or as otherwise set forth on the written or electronic order form or amended Terms of Use document submitted by you and accepted by AgSquared for the purchase of a Subscription (“Order Form”). Subscriptions are also subject to limitations on plantings, fields, acres, users, activities, or other items that you may track and manage through the AgSquared Service as set forth on the Pricing Page. Your use of the AgSquared Service will be limited to the features provided in the version of the AgSquared Service for which you have ordered and paid AgSquared the applicable fees.

Unless otherwise set forth on the Order Form, if you have purchased a Subscription to the AgSquared Service, you agree that the fees will be billed to the credit card you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. If payment is not received or cannot be charged to your credit card for any reason in advance of the Subscription period set forth on the applicable Order Form, AgSquared reserves the right to either suspend or terminate your access to the Services and terminate these Terms. All fees are non-refundable and non-returnable.

Unless otherwise set forth on the Order Form, Subscriptions (other than Enterprise Subscriptions) will automatically renew at the same version at the then-current rates for additional, successive Subscription periods equal in duration to the initial Subscription period unless you or we have terminated your Subscription prior to the next renewal period. Enterprise Subscriptions will continue for the term set forth in the Order Form and may be renewed by the parties in writing on a new Order Form. Fees may be increased for any renewal terms. Unless otherwise set forth in the Order Form, You may terminate your Subscription to the AgSquared Service; provided, you acknowledge and agree that any Subscription fees you have paid in advance will not be refunded. You may downgrade your Subscription during your Subscription period, in which case the pro-rated fees remaining in your prior Subscription will not be refunded but will be applied as a credit to your new, downgraded Subscription. You may upgrade your Subscription at any time by paying the pro-rated increased fees for the remainder of the then-current Subscription period. You acknowledge and agree that AgSquared will, and you hereby authorize AgSquared to, automatically charge your credit card on record with AgSquared for the then-current Subscription period upon the commencement of any renewal period. If you have purchased a Subscription to access and use the AgSquared App, you acknowledge and agree that your purchase of the Subscription shall be made through the payment processor of the Apple Store or Google Play store (as applicable). You hereby authorize all fees due and payable during your Subscription period for the AgSquared App to be processed and charged through the Apple Store or Google Play Store as applicable. The fees are exclusive of all applicable sales, use, value-added and other taxes, or other similar charges, and you will be responsible for payment of all such taxes (other than taxes based on AgSquared’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the AgSquared Service, or performance of any services by AgSquared.

If all or any part of any payment owed to AgSquared under these Terms is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, your payment shall be increased by the amount necessary to result in a net payment to AgSquared of the amounts otherwise payable under these Terms.

We may invite you to be a part of have early access to new features as a beta tester to help us test possible new features of the AgSquared Service (“Beta Version”). Beta Versions may not be ready for full production use, and you acknowledge and agree that AgSquared makes them available to you “as is,” and any warranties or contractual commitments we make for the AgSquared Service herein do not apply. Any Feedback provided in connection with your use of the Beta Versions shall be governed by the section titled “Feedback” in these Terms.

AgSquared may, in the future, offer new services and/or features through the AgSquared Service. Such new features and/or services shall be subject to these Terms. Your continued use of the AgSquared Service after the introduction of new features and/or services constitutes your acceptance of the Terms. Such new features and/or services may be offered free of charge or may be included in only certain paid Subscription versions of the AgSquared Service.

Consulting Services & Training

Subject to the terms and conditions of these Terms (including the payment of applicable fees), AgSquared will provide you the consulting and training services ordered by you pursuant to an Order Form or provided as part of a Subscription for the AgSquared Service (collectively, the “Consulting Services”). Unless the fees for Consulting Services are set forth in the Order Form, the fees payable AgSquared for Consulting Services shall be based on AgSquared’s then-current rates for such Consulting Services. AgSquared shall retain all right, title and interest in and to any developments or deliverables (collectively, “Deliverables”) provided or created by AgSquared in connection with the Consulting Services unless expressly set forth otherwise in the applicable Order Form or you and AgSquared otherwise agree in writing. For the avoidance of doubt, you continue to retain ownership of Your Data that AgSquared assists you with as part of any Consulting Services. The Deliverables are licensed to you under, and are subject to, the terms and conditions of these Terms.

Electronic Communications

By using the AgSquared Service, you consent to receiving electronic communications from AgSquared. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the AgSquared Service. These electronic communications are part of your relationship with AgSquared and you receive them as part of your Subscription to the AgSquared Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Confidentiality

You acknowledge that the fees, the Beta Version, the Feedback, any new features, plans for development and/or other information regarding the AgSquared Service, and any other non-confidential or proprietary information provided by AgSquared to you (whether through emails and /or discussion in webinars, phone calls or otherwise) contain AgSquared’s confidential trade secret information (“Confidential Information”). You agree that you will keep the Confidential Information in confidence, in no event using less than a reasonable degree of care. You agree that you will use the Confidential Information only in conjunction with your authorized use of the AgSquared Service and you will limit the disclosure of Confidential Information solely to those of your employees having a need-to-know. You may disclose the Confidential Information to the extent required by a court of law or government regulatory body, but first you will give AgSquared prompt notice to allow AgSquared reasonable opportunity to obtain a protective order against such disclosure. AgSquared will have all rights and remedies available to it at law or in equity for the protection of its rights hereunder, including an injunction enjoining the breach or threatened breach of this Section.

Disclaimer of Warranties

YOUR USE OF THE AGSQUARED SERVICE IS AT YOUR OWN RISK. NEITHER THE MATERIALS, SUBMISSIONS, YOUR DATA, THE AGSQUARED SERVICE NOR THE THIRD PARTY CONTENT HAVE BEEN VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY AGSQUARED, AND YOU UNDERSTAND AND AGREE THAT THE FOREGOING MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. AGSQUARED DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE MATERIALS, SUBMISSIONS, YOUR DATA, OR THE THIRD PARTY CONTENT CONTAINED ON OR MADE AVAILABLE THROUGH THE AGSQUARED SERVICE. AGSQUARED HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE AGSQUARED SERVICES, THE MATERIALS, SUBMISSIONS, YOUR DATA, AND/OR THE THIRD PARTY CONTENT, WHETHER PROVIDED BY AGSQUARED OR OUR LICENSORS. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA AND YOUR OWN RECORDS AND AGSQUARED DOES NOT REPRESENT OR WARRANT THAT YOUR DATA OR RECORDS WILL BE SECURE FROM LOSS, CORRUPTION, OR DESTRUCTION. AGSQUARED DOES NOT REPRESENT OR WARRANT THAT THE AGSQUARED SERVICE WILL BE AVAILABLE ON A CONTINUOUS BASIS AS THERE MAY BE OUTAGES FOR MAINTENANCE AND OTHER CIRCUMSTANCES BEYOND AGSQUARED’S REASONABLE CONTROL.

AGSQUARED, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE WEBSITE, THE AGSQUARED APP, THE SERVICES, ANY MATERIALS, SUBMISSIONS, YOUR DATA OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON OR THROUGH THE AGSQUARED SERVICE AND/OR THE RESULTS OBTAINED FROM THE USE OF ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION THE MATERIALS, SUBMISSIONS, YOUR DATA AND THE THIRD PARTY CONTENT. SPECIFICALLY, AGSQUARED MAKES NO EXPRESS OR IMPLIED REPRESENTATION THAT THE USE OF THE AGSQUARED SERVICE WILL RESULT IN IMPROVED RECORDKEEPING OR PROPER ACCOUNTING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, AGSQUARED APP, SERVICES, ANY CONSULTING SERVICES, MATERIALS, SUBMISSIONS, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON OR THROUGH THE AGSQUARED SERVICE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AGSQUARED DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. AGSQUARED DOES NOT MAKE ANY WARRANTY THAT YOUR DATA WILL PROPERLY OR ACCURATELY EXPORT TO YOUR ACCOUNTING SYSTEMS.

Limitation of Liability

AGSQUARED SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, ASSISTING WITH, OR DOWNLOADING ANY MATERIAL, SUBMISSIONS, YOUR DATA OR THIRD PARTY CONTENT TO OR FROM THE AGSQUARED SERVICE OR RESULTING FROM YOUR USE OF THE AGSQUARED SERVICE, THE MATERIALS, ANY THIRD PARTY CONTENT OR ANY PART THEREOF. IN NO EVENT SHALL AGSQUARED BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF AGSQUARED KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL AGSQUARED’S AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (I) THE AMOUNTS YOU PAY TO AGSQUARED FOR YOUR SUBSCRIPTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION FIRST GIVING RISE TO A CLAIM OR (II) ONE THOUSAND DOLLARS ($1000.00).

Local Laws; Export Control

AgSquared controls and operates the AgSquared Service from its headquarters in the United States of America and the AgSquared Service, the Materials, Submissions, Your Data and/or Third Party Content may not be appropriate or available for use in other locations. If you use the AgSquared Service outside the United States of America, you are responsible for following applicable local laws. The AgSquared Service and related technology are subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any United States technical data acquired from AgSquared, or any products utilizing such data, in violation of the United States export laws or regulations. You agreed to indemnify and hold AgSquared harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.

Termination

In addition to any other termination rights set forth in these Terms, AgSquared may terminate and/or suspend your access to the AgSquared Service and/or your account with or without notice if you violate these Terms or, if you use a free version of the AgSquared Service for any reason. If you wish to terminate your account, you may submit a request for your account to be deleted.

Upon any deletion of your account, all of your personal information will be permanently expunged from our primary production servers and further access to your account and records will not be possible. However, portions of your information, consisting of aggregate data derived from your personal information, may remain on our servers indefinitely. Such aggregate data will not in any way provide any personal information about you or reveal anything about your agricultural practices. Your data may also remain on a backup server or media even after you delete them from our primary servers.

General

New York law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the AgSquared Service will be heard in the courts located in New York, NY. If any provision of these Terms is found to be inconsistent with applicable law, then such provision shall be interpreted to reflect the intentions of the parties to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. AgSquared’s failure to enforce any of these Terms is not a waiver of such term. These Terms (including any mutually agreed upon Amended Terms of Use Agreement referencing these Terms) are the entire agreement between you and AgSquared and supersede all prior or contemporaneous negotiations, discussions or agreements between you and AgSquared about the AgSquared Service. The restrictions on your use of the AgSquared Service, proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” You agree that these Terms will not be construed against AgSquared by virtue of having drafted them. Any delay in the performance of any duties or obligations of either party (except with respect to your payment obligations) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party. The English language version of the Terms of Use is the official version. Any translations are for version convenience only and the English language version shall control if any terms of the English language version and the translation conflict.

Questions or Additional Information. If you have questions regarding these Terms, please send an e-mail to help@agsquared.com.

Last Updated: July 24, 2020