Terms of Service
These Terms of Services (this “Agreement”) are binding agreement between VinSense LLC, an Indiana limited liability company (“VinSense”), and each user (an “Authorized User”) and will be deemed accepted upon such Authorized User’s access to and use of VinSense’s agricultural software as provided therein (the “Software”).
Each Authorized User must be designated in writing to VinSense by the “Customer” identified in a Professional Services and SaaS Agreement between VinSense and such Customer (the “Services Agreement”), and capitalized terms not defined herein will have the meanings provided in the Services Agreement.
- Subject to the terms and conditions of this Agreement and the Services Agreement, VinSense shall provide Authorized User access to and use of the Software via such URL designated by VinSense, 24 hours per day, seven days per week, and every day of the year during the Term, except for (i) scheduled downtime; (ii) service downtime or degradation due to a Force Majeure Event; and (iii) any suspension or termination of access to or use of the Software as permitted by the Services Agreement.
- Authorized User will direct all support inquiries to Customer, and not to VinSense. Customer will be responsible for escalation of any support requests to VinSense.
2. USE RESTRICTIONS.
Authorized User shall access and use the Software solely for the internal business purposes of Customer, and shall not (and shall not permit any third party to) access or use Software except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, Authorized User shall not:
- copy, modify or create derivative works or improvements of the Software;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software to any third party;
- reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Software;
- bypass or breach any security protection used by or in the provision of the Software, or access or use of the Software other than by his or her own unique login (if such is provided);
- damage, destroy, disrupt, interfere with or otherwise impede or harm in any manner the Software or delivery thereof;
- access or use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property or other right of any third party, or that violates any applicable law, code, regulation, or requirement of any federal, state, or local or government or political subdivision (“Law”);
- access or use the Software for purposes of competitive analysis of the same, the development, provision or use of a competing software service or product or any other purpose that is to VinSense’s detriment or commercial disadvantage; or
- otherwise access or use the Services or VinSense Materials beyond the scope of the authorization granted hereunder.
3. TERM AND TERMINATION.
- This Agreement will automatically terminate as of such time as the Services Agreement terminates or expires, or at such earlier time as provided therein.
- This section and Sections 2, 4, 5, 6, 7, 8 and 9 will survive any expiration or termination of this Agreement
4. INFORMATION PRIVACY
Authorized User shall indemnify, defend and hold VinSense harmless from and against any and all losses, damages, liabilities, claims, costs or expenses of whatever kind, including reasonable attorneys’ fees, incurred by VinSense as a result of any third-party claim arising from Authorized User’s breach of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS.
- As between the parties, all right, title and interest in and to the Software including any registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”), and any modification or derivative thereof, are and will remain with VinSense, and Authorized User’s rights with respect to the Software are solely the access and use rights as provided herein.
- Any feedback, comments, suggestions or other input provided by Authorized user regarding the Software or related services to VinSense, including all Intellectual Property Rights therein, will belong to VinSense, and Authorized User hereby grants and assigns the same to VinSense.
7. WARRANTY DISCLAIMER
EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, THE SOFTWARE ARE PROVIDED “AS IS” AND VINSENSE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND VINSENSE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VINSENSE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS AND DATA INCORPORATED INTO THE SERVICES OR SOFTWARE ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY CONCERNING ANY SUCH THIRD-PARTY MATERIALS IS STRICTLY AS AND IF PROVIDED BY THE THIRD-PARTY OWNER OR THEREOF.
8. LIMITATION OF DAMAGES
EXCEPT FOR INTENTIONAL MISCONDUCT, VINSENSE WILL HAVE NO LIABILITY IN CONNECTION WITH THIS AGREEMENT TO AUTHORIZED USER, INCLUDING ANY (i) LOSS OF USE, REVENUE, OR PROFIT, (ii) LOSS OF DATA OR DIMINUTION IN VALUE, OR (iii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.
- Force Majeure. Except for Customer’s payment obligations, neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without the negligence of the parties (a “Force Majeure Event”).
- No Partnership. The parties will at all times be independent contractors and will so represent themselves to all third parties. Nothing herein will be deemed to empower either party to be the agent or legal representative of the other or to constitute the parties as partners, co-owners, or joint venturers.
- Assignment. Authorized User may not transfer, assign, or delegate its rights or duties under this Agreement. Any assignment by a party in violation of the foregoing shall be void.
- Severability. In the event any of the provisions of this Agreement shall be held to be invalid by any court of competent jurisdiction, the same shall be deemed severable and this agreement shall then be construed and enforced in accordance with the remaining provisions hereof.
- Governing Law; Venue. This Agreement shall be governed in accordance with the laws of the State of Indiana, without regard to its conflict of laws rules. Any litigation arising out of this agreement or the relationship of the parties hereto shall be brought solely in a court of competent jurisdiction located in Marion County, Indiana, and each party irrevocably submits to the exclusive jurisdiction of such courts.
- Entire Agreement. This Agreement, including each agreement or policy referenced herein, represents the entire agreement between the parties relating to the subject matter hereof.
Last updated: May 28, 2019