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User Agreement  
 

Agrian®
End User License Agreement
and Terms of Service

The following describes the terms on which Agrian Inc. ("Agrian") offers you access to our software and services. Agrian reserves the right to revise this End User License Agreement and Terms of Service ("Terms of Service") at any time by posting an updated version of the terms on the website. You are responsible for regularly reviewing these terms and continued use of the Service after such notice will constitute your acceptance of such revised terms. If you do not agree to these terms, do not use the Service.

The "Service" or the "Agrian Software" shall mean any Agrian software and services provided on the website and may specifically refer to Agrian Field Suite, Agrian Processor, Agrian Grower, Agrian Advisor, Agrian Applicator, Agrian Documented, or other proprietary software and services in any format including without limitation online, offline, on a mobile device, a tablet or other hand-held device, through a document printed from the Service, any hardware or software platform, or any other similar or dissimilar use of the Service.

TERMS OF SERVICE

The Service provides access to information on crop management chemicals (including without limitation pesticides, fertilizers, soil amendments, minerals, restricted and non-restricted materials, and other crop management products which may include products intended for organic production), labels and databases to assist growers, farm managers, processors, agrichemical retailers, distributors, pest control advisors, pest control operators, and agricultural professionals in the sale, use and application of agricultural chemicals.

The use of crop chemicals is regulated by state or federal laws. Agrian does not interpret nor enforce compliance with any laws or regulations governing label approval, selection, application, or use of chemicals. If you are in a jurisdiction where use of this Service is prohibited, do not use this Service. You are solely responsible for verifying and complying with any applicable local laws regarding use of the Service or the crop management chemicals referenced in the Service.

By accessing this website and making use of the Service, you agree to be bound by the following terms and conditions of service, including any limitation of your rights and disclaimer of warranties, all of which form this End User License Agreement. This constitutes a legal agreement between you and Agrian.

Section One - Use of the Service

1.1 License.

Agrian or third parties granting rights to Agrian for use in the Service hold all right, title, and interest in and to the distinct series of applications to assist agrichemical professionals in the sale, use, application, precision management of agricultural operations and prescription management and application of agricultural chemicals. Any reports generated or produced using the Service whether for growers, processors, regulatory agencies or other third parties are the copyrighted work of Agrian. Agrian grants you a limited, personal, non-exclusive, non-assignable, and non-transferable license to use and display the Service only on your personal computer, mobile or hand-held device and only for purposes associated with your interaction with the Service. Some of the information included as part of the Service is considered by Agrian to be proprietary, confidential, of a sensitive nature and/or the trade secrets of Agrian, including the printed or retrieved results from your use of the Service. Accordingly, you will keep confidential and not disclose to any person or entity any printed or retrieved results, including Pesticide Use Reports or Recommendations or other crop reports generated from your use of the Service.

1.2 Limitations on License.

Except as stated herein, you shall have no right to copy, download, display, perform, reproduce, distribute, modify, edit, alter, translate, adopt or enhance any of the Service in any manner or (to the extent such restriction is allowed by law) reverse engineer or decompile any code, script, or software forming part of the Service. Upon termination of your use of the Service, you must immediately destroy any downloaded and printed materials. You have no right, title or interest (and no copyright, trademark or other intellectual property right) in or to the Service or any content, information or materials related thereto and you shall not "frame" or "mirror" the Service, any information contained on, framed within, or accessible from or through the Service on any other server or Internet-based device without the advanced written authorization of Agrian.

1.3 Password Restrictions.

Parts of the Service are password restricted to authorized users only and can only be accessed with the login account and password assigned to you by Agrian. Even though the Service may allow you to change your password, you shall be responsible for maintaining the confidentiality of your password and login account, and agree to notify Agrian if the password is lost, stolen, disclosed to an unauthorized third party, or may have been compromised. You shall immediately notify Agrian of any unauthorized use of your account or any other breach of security known to you in relation to the Service. Agrian reserves the right to revoke your password and access to the Site at any time and for any reason.

1.4 Availability.

Agrian reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Agrian and the third party suppliers are not responsible for any delays, delivery failures, or any other similar or dissimilar damage resulting from problems inherent to the use of the internet and electronic communications. Agrian shall have no obligation to ensure the ability to use or liability for any such use of the Service in combination with any other products, software, hardware or processes. Agrian may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. You agree that Agrian shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

1.5 Third Party Advertisements and Interaction.

In your use of the Service, you may be allowed to enter into third party transactions through links to other websites or through advertisements, enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party advertisers or chemical manufacturers and other agreements. You agree that you accept all responsibility and to be bound by any and all activities and transactions that occur under your password and login account, whether or not authorized by you. Any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. Agrian shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any third party. In addition, the third party chemical manufacturers are solely responsible for the information provided in their labels and made available for use in the Service.

1.6 Links to Third Party Sites.

The Service may be linked to other websites that are not under the control of or maintained by Agrian. Such links do not constitute an endorsement by Agrian of any such websites or the products or services offered through such websites. You acknowledge that Agrian is providing these links to you only as a convenience, and that Agrian is not responsible for the business practices, content, privacy policies or links displayed on such websites or products and services offered through such sites and your access to these websites is at your own risk.

1.7 Geographic Information Systems ("GIS") Data and Functionality.

Although the Geographic Information Systems ("GIS") data made available in the Service has been produced and processed from sources believed to be reliable, no warranty expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any information or its use and availability in the Service, including without limitation, the depiction of property boundaries, fence lines, area maps, accurate calculation of endangered species locales, earthquake faults, soil maps, watershed management area, wetlands or any other similar or dissimilar data mapped by or through the Service. You retain all responsibility to verify the specific GIS data made available by use of the Service and to ensure and verify that the calculations made and information rendered by the Service using GIS data are accurate, comprehensive and applicable to your location.

1.8 Crop Management Chemical Registrations.

Agrian does not interpret nor enforce compliance with any laws or regulations governing crop management chemical label approval or approved uses of crop management chemicals, nor the selection, application, or other use of crop chemical materials. You retain all responsibility to verify the specific crop chemical label and related environmental requirements, restrictions and recommendations made available by use of the Service. Agrian and/or the agricultural chemical manufacturers may periodically and without notice make changes to the label data or content. The chemical manufacturers are solely responsible for the information provided in their labels and made available for use in the Service.

1.9 Local Product Notices.

At times Agrian may be provided with local product notices from state or county agriculture commissioners, state pesticide regulation agencies or chemical manufacturers regarding specific crop or geographic restrictions, supplemental instructions, local requirements, or the need for additional permits on the use of certain crop management chemicals ("Local Product Notices.") Agrian does not control the dissemination of this data and cannot ensure that every Local Product Notice will be available in the Service. The availability of some Local Product Notices in the Service does not mean that Agrian has been made aware of all Local Product Notices. Although the Local Product Notices made available in the Service have been entered and processed from sources believed to be reliable, no warranty expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any information or its use and availability in the Service, including without limitation, the depiction of notice boundaries, area maps, or any other similar or dissimilar Local Product Notice data available by or through the Service. You retain all responsibility to investigate the existence of and to verify the specific Local Product Notices made available by use of the Service, and those particular to your geographical area which may not be available through the Service, and to ensure and verify that the information rendered by the Service using Local Product Notices (or the lack thereof) data are accurate, comprehensive and applicable to your location.

1.10 Rotational Crop Restrictions.

At times Agrian may be provided with plant back restrictions or crop rotation requirements ("Rotational Crop Restrictions") from chemical suppliers regarding time intervals and geographic restrictions on replanting of fields or crop rotations. Agrian does not control the dissemination of this data and cannot ensure that every Rotational Crop Restriction will be available in the Service even if a prior or other Rotational Crop Restrictions are available in the Service. The availability of some Rotational Crop Restrictions in the Service does not mean that Agrian has been made aware of all Rotational Crop Restrictions. Although the Rotational Crop Restrictions made available in the Service have been entered and processed from sources believed to be reliable, no warranty expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any information or its use and availability in the Service, including without limitation, the recitation of restrictions, summary or depiction of Rotational Crop Restrictions, or any other similar or dissimilar plant back restriction data available by or through the Service. You retain all responsibility to verify the specific Rotational Crop Restrictions made available by use of the Service, and those particular to your crops, geographical area and crop rotation intervals or chronology which may not be available through the Service, and to ensure and verify that the information rendered by the Service using Rotational Crop Restrictions (or the lack thereof) are accurate, comprehensive and applicable to your crops and location.

1.11 DOT and SARA Title III Data and Functionality.

Although the U.S. Department of Transportation ("DOT") data and Section 312 of the Community Right-to-Know Act ("SARA Title III") data, made available in the Service has been produced and processed from sources believed to be reliable, no warranty expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability, timeliness, availability, or usefulness of information in the Service. You retain all responsibility to verify the specific DOT and SARA Title III data, and to ensure and verify that the calculations made and information rendered by the Service are accurate, comprehensive and applicable to your crops and location.

1.12 Pest Identification and Images.

Although the pest identification images and correlations made available in the Service have been produced from sources believed to be reliable, no warranty expressed or implied, is made regarding the accuracy of the pest image, identification, ability to discern specific subspecies, or usefulness of the pest information in the Service. New pests or mutations of existing pests are constantly evolving which may not be readily identified by you or you may inaccurately attribute crop damage to the wrong pest. YOU ARE INSTRUCTED TO REVIEW ANY PEST IDENTIFICATION AND ERADICATION PLAN WITH A LICENSED PEST CONTROL ADVISOR AND TO YOUR DETERMINATION AS TO THE VALIDITY OF THE DATA AND SUITABILITY OF THE SELECTED PRODUCT(S).

1.13 Analytical Laboratory Data.

Although you may be able to load, import or authorize transfer of analytical data on crops, plants, fields, soil, nutrients, disease or other factors that affect a crop ("Lab Data"), Agrian does not control the submission, provision or dissemination of this Lab Data, nor verify the accuracy of the Lab Data even though it might available in the Service. Furthermore, the availability of some Lab Data in the Service does not mean that Agrian has been provided with all Lab Data that might be applicable to your crop or situation. Agrian makes no warranty expressed or implied, regarding accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any Lab Data or its use and availability in the Service. You retain all responsibility to investigate the existence of, the completeness and accuracy of the information and to verify the specific Lab Data available by use of the Service (or the lack thereof).

1.14 Precision Agriculture and Prescription Mapping.

The Service may allow you to track, import from precision farming hardware or GPS equipment, and keep records of fields, crop plans, inputs, production, crop rotation, geolocation, mapping and analysis and to generate variable rate prescription maps and guidance paths using formulas based on soil types, topography, seed varieties, restricted use chemicals, fertilizer demand and usage, equipment maintenance and other crop input factors ("Precision Ag Data") to create a precise and variable nutrient and pest management plan for farming ("Prescription Mapping"). Agrian does not control the submission, provision or dissemination of this Precision Ag Data or Prescription Mapping, nor verify the accuracy of the Precision Ag Data even though it might available in the Service. Furthermore, the availability of some Precision Ag Data or Prescription Mapping in the Service does not mean that Agrian has been provided with all Precision Ag Data or Prescription Mapping that might be applicable to your crop or situation. Agrian makes no warranty expressed or implied, regarding accuracy, adequacy, completeness, legality, reliability, timeliness or usefulness of any Precision Ag Data or Prescription Mapping or its use and availability in the Service. You retain all responsibility to investigate the existence of, the completeness and accuracy of the information and to verify the specific Precision Ag or Prescription Mapping available by use of the Service (or the lack thereof).

1.15 Use of the Service in Combination with Other Technology.

Agrian shall have no obligation to ensure the ability to use the Service in combination with any other software, hand-held devices, hardware, equipment, precision agriculture equipment, data or processes or prescription farm mapping, equipment or processes. You shall indemnify Agrian for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware, equipment, precision agriculture equipment, data or processes or prescription farm mapping, equipment, handheld, mobile devices or business processes.

Section Two - Warranties and Liability

2.1 Disclaimer of Warranties and Limitation on Liability.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES, AND ANY RELIANCE UPON, THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY LABELS, INFORMATION, MATERIALS, AGRONOMIC INFORMATION, LOCAL PRODUCT NOTICES, ROTATIONAL CROP RESTRICTIONS, DOT AND SARA TITLE II DATA, GIS MAPPING, WEATHER FORECAST, LAB DATA, PRECISION AG DATA AND ANY RELATED OR UNRELATED ADVICE, IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

YOUR USE OF, AND ANY RELIANCE UPON, THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY AGRICULTURAL CHEMICAL LABELS, INFORMATION, MATERIALS, AGRONOMIC INFORMATION, LOCAL PRODUCT NOTICES, ROTATIONAL CROP RESTRICTIONS, DOT AND SARA TITLE II DATA, GIS MAPPING, WEATHER FORECAST, LAB DATA, PRECISION AG DATA, AND ADVICE IS AT YOUR OWN RISK. THE SERVICE HAS NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY AGRIAN. YOU RETAIN ALL RESPONSIBILITY TO VERIFY THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF INFORMATION OBTAINED THROUGH THE SERVICE, THE CUSTOMER DATA OR ANY CONTENT. THE MANUFACTURERS ARE SOLELY RESPONSIBLE FOR THE INFORMATION PROVIDED IN THEIR LABELS AND MADE AVAILABLE FOR USE IN THE SERVICE.

AGRIAN, FOR ITSELF AND ANY THIRD PARTY PROVIDING MATERIALS, SERVICES, OR CONTENT TO THE SERVICE OR SERVICES, PROVIDES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH OR REGARDING THE SERVICE OR SERVICES, INCLUDING BUT NOT LIMITED TO THE SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, MATERIAL, INFORMATION, PRODUCT, REPRESENTATION, ANY DATA STORED ON THE SERVICE, YOUR ACCESS TO THE SERVICE OR ANY CUSTOMER DATA, OR THE ACCURACY OF ANY INFORMATION EITHER STORED OR PROVIDED VIA THE SERVICE OR BY AGRIAN WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGRIAN OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

2.2 As-Is, As Available and Where-Is Basis.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AGRIAN HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

2.3 No Liability for Damages

TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL AGRIAN OR ANY THIRD PARTY PROVIDING LABELS, MATERIALS, SERVICES OR CONTENT TO THE SERVICE BE LIABLE TO YOU OR ANY OR ANY OTHER PERSON FOR PERSONAL INJURY, OR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES ARISING FROM OR CONNECTED WITH THE SERVICE AND SERVICES, INCLUDING BUT NOT LIMITED TO, YOUR USE OF THE SERVICE OR SERVICES OR YOUR INABILITY TO USE THE SERVICE OR ACCESS CUSTOMER DATA, EVEN IF AGRIAN HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT ANY THIRD PARTY OWNERS OF ANY LABELS, MATERIALS, SERVICES OR CONTENT, INCLUDING, BUT NOT LIMITED TO WEATHER FORECAST, GIS MAPPING, ROTATIONAL CROP RESTRICTIONS, LOCAL PRODUCT NOTICES, DOT AND SARA TITLE III DATA, LAB DATA, PRECISION AG DATA, OR CHEMICAL INFORMATION, PROVIDED OR CONTAINED ON THE SERVICE ARE THIRD PARTY BENEFICIARIES TO THE WARRANTY AND LIABILITY LIMITATION PROVISIONS CONTAINED IN THIS PARAGRAPH AS THOSE PROVISIONS RELATE TO THEIR LABELS, MATERIALS, SERVICES OR CONTENT. ANY THIRD-PARTY OWNERS OF ANY LABELS, MATERIALS, SERVICES OR CONTENT, INCLUDING, BUT NOT LIMITED TO WEATHER FORECAST, GIS MAPPING, ROTATIONAL CROP RESTRICTIONS, LOCAL PRODUCT NOTICES, DOT AND SARA TITLE III DATA, LAB DATA, PRECISION AG DATA OR CHEMICAL INFORMATION, PROVIDED OR CONTAINED ON THE AGRONOMY INFORMATION SYSTEMS ARE THIRD PARTY BENEFICIARIES TO THE WARRANTY AND LIABILITY LIMITATION PROVISIONS CONTAINED IN THIS AGREEMENT AS THOSE PROVISIONS RELATE TO THEIR LABELS, MATERIALS, SERVICES OR CONTENT.

THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND THE LIMITATIONS ON LIABILITY SHALL APPLY TO ALL ASPECTS OF THESE TERMS OF SERVICE.

2.4 Additional Rights.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL AGRIAN'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

2.5 User Indemnification.

You alone are responsible for your actions related to the use of the Service or the actions of any person using your user name and/or password. As such, you shall defend, indemnify and hold Agrian and its affiliates and their respective officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all claims, demands, lawsuits, costs, damages, liabilities, and expenses (including legal fees) incurred, claimed or alleged, relating in any way to: (i) your breach of the Terms of Service; (ii) your use of the Service or the use of the Service by any person using your user name and/or password; (iii) the entry, sufficiency, adequacy, accuracy, or timeliness of the Service content or Customer Data which forms the basis for writing use recommendations, selecting products for use on a specific crop, purchasing of agricultural chemicals or apply agricultural chemicals to specific crops or land; and (iv) any claim that your Customer Data, or the Customer Data of any person using your user name and/or password, violates the intellectual property rights of any third party or are otherwise defamatory or libelous in the United States or Canada.

Section Three - Local Use and Trademarks

3.1 Local Laws.

Agrian controls and operates the Service from its headquarters in the United States of America and makes no representation that the materials are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on the Service are solely directed to individuals, companies or other entities located in the United States and Canada. If you use this Site from outside the United States of America or Canada, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations.

3.2 Export Control.

You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

The Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

3.3 Trademarks and Logos.

The Agrian name, the Agrian logo, Agrian Field Suite, Agrian Advisor, Agrian Applicator, Agrian Grower, Agrian Processor, Agrian Documented, Agrian Handler, Agrian Anywhere, Agrian Mobile, the product names, logos, labels, depictions, and descriptions associated with the Service are trademarks of Agrian, the chemical manufacturer(s) or third parties, and no right or license is granted to use the names, logos, depictions or labels. The omission of a copyright or trademark notice on the Service shall not be interpreted to mean the material is, or cause the material to be, in the public domain.

Section Four - Data

4.1 Customer Data.

You acknowledge that you are responsible for all data, text, information, images, laboratory data, precision farming data and material that you enter, upload, transfer or submit in connection with the Service including creation of user databases for your own use ("Customer Data"). You agree that you, and not Agrian, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, timeliness, safety, weather, mapping, environmental restrictions, laboratory data, precision farming, plant back and crop rotation restrictions, and appropriateness, of all Customer Data and any and all application specific information generated by the Service. The Customer Data will be integrated by the Service into and form the basis for writing use recommendations, the selection of products for use on a specific crop and the sale of agricultural chemicals or application of agricultural chemicals.

4.2 Accuracy of Customer Data.

You accept full responsibility for the accuracy, adequacy and timeliness of the data entered and specifically the Customer Data and hereby waive any claim and indemnify Agrian against any injury, damage or expense resulting from any application or use of agricultural chemicals or other products included in the Service.

4.3 Availability of Data.

Agrian shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Agrian reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, non-payment of any fees due to Agrian.

4.4 Privacy.

Agrian may collect, use and disclose personal information in connection with the Service for those purposes identified to you at or prior to the time of collection and in accordance with the Agrian Privacy Notice posted at agrian.com.

4.5 Exception to Privacy for Certain Functions.

When Agrian partners with an agricultural chemical supplier to develop a specific service or functionality within the Service such as the Fumigation Management Plan, we share uniquely identifiable crop data with the sponsoring company. By using the partnered service, you hereby grant Agrian and the sponsoring company a perpetual, fully paid, irrevocable, transferable, sub-licensable, non-exclusive right and license to use Customer Data collected or processed by the partnered service.

Section Five - Contract Provisions

5.1 Termination.

If Agrian becomes aware of inappropriate or unauthorized use of the Service or any of its content, Agrian will respond in any way that, in its sole discretion, it deems appropriate including the right to terminate your access to the Service. Additionally, either user or Agrian may terminate these Terms of Service and your access to the Service without notice at any time for any reason, or no reason at all. Agrian reserves the right to impose a reconnection fee if your account is suspended and thereafter you request access to the Service.

5.2 Survival.

The termination of these Terms of Service as specified herein shall not serve to eliminate any liability arising out of conduct prior to the actual date of termination and any party hereto may, following such termination, pursue such remedies as may be available with respect to such liabilities.

5.3 Modification of Terms of Service.

Agrian reserves the right to revise these terms and conditions at any time by posting an updated version of these Terms of Service on its website. You are responsible for regularly reviewing these Terms of Service. Your continued use of the Service after such notice will constitute your acceptance of such revised terms.

5.4 Waiver.

The failure or delay of Agrian to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision, nor shall any single or partial exercise of a right preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5.5 Entire Agreement.

The terms and conditions herein constitute the entire agreement between you and Agrian and governs your use of the Service, and supersedes all other prior agreements or understandings, both written and oral, with respect to the subject matter hereof. Should any part of this agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. These Terms of Service shall be interpreted as to its fair meaning and not strictly for or against any party. Paragraph or section headings are solely for the convenience and are not intended to affect, any of the terms or provisions hereof.

5.6 Applicable Law.

All disputes arising under from your use of or interaction with the Service shall be governed by California law and settled by binding arbitration under the Commercial Rules of the American Arbitration Association, in Fresno County, California, by a single arbitrator selected in accordance with such rules. In any such arbitration proceeding, each party shall initially bear all of its own costs and share joint costs such as the cost of an arbitrator; upon resolution, the losing party shall pay the other party all costs incurred by the other party for the arbitration, including attorneys' fees.

5.7 Third Party Disputes.

In the event that you have a dispute with a chemical manufacturer, another user, or any third party, you release Agrian (and its officers, directors, agents, subsidiaries, affiliates, shareholders, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

Questions or Additional Information:

If you have questions regarding these Terms of Service or wish to obtain additional information, please send an e-mail to info@agrian.com.

© 2005-2017 Agrian Inc. All rights reserved.
Revision Date: 11-26-2014