PLEASE READ THE AGREEMENT CAREFULLY, INCLUDING THE TOU WHICH CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS ON LIABILITY, ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SEE SECTIONS 10-17 OF THE TOU). BY ACCESSING OR USING THE AGOS CLOUD SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT INCLUDING THE AGOS CLOUD SERVICE TERMS AND THE TOU.
1. THE SITE. The Site provides the user with a comprehensive agronomy solution that manages: Operations (Order Management, Blending, Live Inventory, Notifications), Crop Planning, Scouting, Mapping, Compliance, Grower Access, and many more agronomy-related tasks. For each business customer of AgOS Cloud Service (“Customer”), AgWorks will set up an account through which the Customer may access and use the AgOS Cloud Service and enable User Accounts to access and use that Customer’s instance of the AgOS Cloud Service (“Customer Instance”). User Accounts and Credentials issued by a Customer will have varying level of access rights set by the Customer and you may not have access to all of the features and functionality of the AgOS Cloud Service.
2. Access. You may, on behalf of the Customer who issued you Credentials, access and use the Customer Instance of that Customer. You understand and agree that in addition to AgWorks rights under the TOU to suspend or terminate your access to the Site at any time, the Customer has the right and ability to terminate your access to their Customer Instance at any time without notice to you.
3. PERMITTED USE. You agree only to use a Customer Instance as permitted by Customer who issued you Credentials and that you will only use the AgOS Cloud Service in accordance with all user manuals, instructions, and other documentation for the AgOS Cloud Service that AgWorks makes available to you or Customer. In addition to the limitations and restrictions in the TOU (including Section 4 Permitted Use), when using the AgOS Cloud Service, you must not:
- decompile, decipher, disassemble, translate, modify, prepare derivative works of, reverse engineer, or otherwise attempt to access the source code of the AgOS Cloud Service (except as expressly permitted by applicable law notwithstanding this limitation) or incorporate it into any other software or service;
- license, sell, rent, lease, lend, transfer, distribute, sublicense, assign, outsource, act as a service bureau for, time-share with, or otherwise provide or transfer the AgOS Cloud Service or any data obtained from the AgOS Cloud Service, or utilize them for the benefit of any third party;
- mirror the AgOS Cloud Service on any server;
- create a stand-alone database with any of the data obtained from the AgOS Cloud Service;
- allow any third party to use any user Credentials or any identification(s), code(s), password(s), procedure(s) and/or user keys issued to, or selected by, you for access to the AgOS Cloud Service; or
- extract any data from the AgOS Cloud Service other than through use of standard reporting features and functionality of AgOS Cloud Service made available within the user interface of the AgOS Cloud Service or API approved by AgWorks in writing.
4. USER CONTENT. You agree that all information and materials that you upload to the AgOS Cloud Service is User Content governed by Section 6 (User Content) of the TOU. You acknowledge and agree that all User Content you upload to a Customer Instance may be accessed and used by the Customer who issued you Credentials to access that Customer Instance.
5. LIMITATION OF LIABILITY. THE LIMITATION OF LIABILITY IN SECTION 12 OF THE TOU WILL NOT APPLY TO THIS AGREEMENT AND THE AGOS CLOUD SERVICE. INSTEAD, THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 10 OR 11 OF THE TOU, AGWORKS’ AND ITS AFFILIATES AND SUPPLIERS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THE AGOS CLOUD SERVICE OR THIS AGREEMENT WILL BE THE US$[5 .00]. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER THIS AGREEMENT OR RELATED TO THE SERVICES OR CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.
6. ENTIRE AGREEMENT. Except as amended by these AgOS Cloud Service Terms, the TOU remain in full force and effect. These Purchase Terms, together with the TOU is intended by the you and us to be a final, complete and exclusive expression of the terms governing your use of the AgOS Cloud Service and it supersedes all prior agreements and understandings (whether oral or written). If there is a conflict between the TOU and these AgOS Cloud Service Term, these AgOS Cloud Service Terms will prevail.