AGREEMENT BETWEEN USER AND I.AGRI LIMITED
The iAgri website is comprised of various Web pages operated by i.Agri Limited (iAgri).
The iAgri website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the iAgri website constitutes your agreement to all such terms, conditions, and notices.
MODIFICATION OF THESE TERMS OF USE
iAgri reserves the right to change the terms, conditions, and notices under which the iAgri website is offered, including but not limited to the charges associated with the use of the iAgri website.
LINKS TO THIRD PARTY SITES
The iAgri website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of iAgri and iAgri is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. iAgri is not responsible for webcasting or any other form of transmission received from any Linked Site. iAgri is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by iAgri of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the iAgri website, you warrant to iAgri that you will not use the iAgri website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the iAgri website in any manner which could damage, disable, overburden, or impair the iAgri website or interfere with any other party's use and enjoyment of the iAgri website You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the iAgri website.
USE OF COMMUNICATION SERVICES
The iAgri website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
iAgri has no obligation to monitor the Communication Services. However, iAgri reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. iAgri reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
iAgri reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in iAgri's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. iAgri does not control or endorse the content, messages or information found in any Communication Service and, therefore, iAgri specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized iAgri spokespersons, and their views do not necessarily reflect those of iAgri.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO IAGRI OR POSTED AT ANY IAGRI WEBSITE
iAgri does not claim ownership of the materials you provide to iAgri (including feedback and suggestions) or post, upload, input or submit to any iAgri website or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting iAgri, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. iAgri is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in iAgri's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
LIABILITY DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE IAGRI WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. IAGRI AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE IAGRI WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE IAGRI WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
IAGRI AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE IAGRI WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. IAGRI AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IAGRI AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE IAGRI WEBSITE, WITH THE DELAY OR INABILITY TO USE THE IAGRI WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE IAGRI WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE IAGRI WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF IAGRI OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE IAGRI WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE IAGRI WEBSITE.
SERVICE CONTACT : hq@iagri.com
TERMINATION/ACCESS RESTRICTION
iAgri reserves the right, in its sole discretion, to terminate your access to the iAgri website and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the law of New Zealand and you hereby consent to the exclusive jurisdiction and venue of courts in New Zealand in all disputes arising out of or relating to the use of the iAgri website Use of the iAgri website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and iAgri as a result of this agreement or use of the iAgri website. iAgri's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of iAgri's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the iAgri website or information provided to or gathered by iAgri with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and iAgri with respect to the iAgri website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and iAgri with respect to the iAgri website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
UPDATES TO SUBSCRIPTION PACKAGE
The terminology of subscription package in this document includes all subscribed features and associated costs billable under the iAgri platform including third party integrations and add-ons.
CHANGES TO YOUR SUBSCRIPTION PACKAGE
You may change or modify your subscription package at any time from within the iAgri system. Downgrades to your subscription package and the associated costs and features will not take effect until the next billing period begins. Upgrades to your subscription package and the associated costs and features will take effect immediately.
FEES AND PAYMENT
iAgri Service Fees:
You must pay us all incurred fees applicable to your Subscription Package for access to the iAgri Service. All subscription packages are billed one month from the date of initiation or previous renewal. If at the time of billing, an outstanding invoice exists for the previous billing period, your subscription package will be set to inactive until all outstanding balances are settled. iAgri reserves the right to remove all accounts and data relating to subscription packages which have been inactive for 3 months or more. No refunds will be issued for processed invoices. Cancellations of subscription packages occourring beyond 24 hours of initiation will continue to be billed as a complete period.
Tier based pricing packages (Complete Packages)
Animal based tiered packages
At the time of the billing process, if the total number of active animals managed within your site subscription lies within or below the range expressed in the selected package, you will be billed as per the selected package. If at the time of the billing process, the total number of active animals managed within your site subscription lies above the range expressed in the selected package, your subscription will be changed automatically to reflect the new quantity and you will be instantly billed accordingly.
Fees for Additional Services and Help Desk Support Services:
Our fees for the provision of:
(a) Any additional services relating to the iAgri Service, such as training workshops, farm map set-ups and iAgri System planning and advice, will be set out on our Website or advised to you prior to us providing those services.
(b) Access to help desk support services will be as set out on our website. For some subscription packages, access to help desk support services may be included as part of the subscription fees, while for other subscription packages access to help desk support services may be an optional addition for which additional fees apply.
iAgri App Fees:
We reserve the right to charge a fee for each instance of the iAgri App used by you and your Registered Users to submit Farm Data. We will advise you of any such fee in advance on the basis that it would commence from the start of the next Renewal Period, and you will have the option to refrain from using the iAgri App to submit Farm Data (in which case the fee will not apply).
Fees for Collection of Data from Third Parties:
In some cases fees will apply for us to collect your Farm Data from a third party and enter that Farm Data into the iAgri System. Any such fees will be set out on our Website or advised to you at the time you request us to collect your Farm Data from the relevant third party.
Fee Increases:
We may increase any of our fees or alter the basis on which they are calculated with effect from the start of any Renewal Period, by providing notice at least 30 Business Days prior to the start of that Renewal Period.
Tax Exclusive:
Unless stated otherwise, all fees and charges stated on our Website or advised to you will be exclusive of Tax.
Payment:
You must pay each invoice for fees or charges under these Terms in full by the payment due date specified on the invoice.
Default Interest:
If you fail to pay an invoice in full by the due date, the overdue amount will bear default interest until the date on which payment of the overdue amount is made in full. Default interest will accrue and be calculated on a daily basis at 10% per annum and will be compounded monthly.
Debt Recovery Costs:
You must reimburse us on a full indemnity basis for all costs reasonably incurred by us (including solicitor and/or collection agency costs) in attempting to recover from you any overdue fees or charges.
THIRD PARTY PRODUCTS
Interfaces with Third Party Products:
We may from time to time develop interfaces to link the iAgri System with other third party accounting, financial or other products (each a Third Party Product), to enable the automated exchange of data between the iAgri System and the Third Party Product.
Enable Data Exchange:
If you use a Third Party Product, you may request that we enable the automated exchange of data so as to allow:
(a) Any relevant Farm Data you enter into the iAgri System to be automatically entered into your Third Party Product account or instance; and
(b) Any relevant data you enter into your Third Party Product account or instance to be automatically entered into the iAgri System.
Acknowledgments:
You acknowledge that:
(a) It is your responsibility to maintain an account or licence for the Third Party Product with the provider of the Third Party Product (Third Party Product Provider).
(b) We accept no responsibility or liability for any Losses suffered or incurred by you in relation to the operation of, or results, information or data provided or produced by, the Third Party Product, including in relation to Farm Data entered into the Third Party Product. Our sole responsibility is to provide applicable Farm Data to the interface with the Third Party Product.
(c) It is the Third Party Product Provider's responsibility to enable relevant data entered into the Third Party Product to be provided to the interface with the iAgri System. We have no control over this and do not accept any responsibility or liability for any Losses suffered or incurred by you as a result of any such data not being provided, or being provided in a corrupted or incorrect form, to the interface with the iAgri System.
(d) We may, at any time and without prior notice, cease to maintain an interface with a Third Party Product or otherwise cease to exchange data with a Third Party Product.
COPYRIGHT AND TRADEMARK NOTICES
All contents of the iAgri website are: Copyright 2015 i.Agri Limited and/or its suppliers. All rights reserved.
TRADEMARKS
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.