- Introduction to Vaderstad’s Service
Vaderstad provides access to its web-based application (the “Software”) as a service (the “Service”) to customers (“Customers”) who purchased agricultural equipment manufactured by Vaderstad (“the “Vaderstad Equipment”). Specifically, the Service includes processing the data collected from the Vaderstad Equipment and uploaded by its Customers to the Software (the “Uploaded Data”) and producing information for analysis by Customers or their representatives, including agronomists.
- User Account
In order to use the Service you must register for a personal account (the “User Account”) by providing a username and password (the “Registration Information”), which may be done through the dealer from whom you purchased the Vaderstad Equipment (your “Dealer”). Your Registration Information is valuable, and you are responsible for maintaining its confidentiality and security. Vaderstad is not responsible for any losses arising from the unauthorized use of your Registration Information. Please contact your Dealer or Vaderstad if you suspect that your Registration Information has been compromised.
You also agree that you will not license, transfer, sell or assign your Registration Information and/or this Agreement to any third party without Vaderstad's written approval.
If you sell an item of Vaderstad equipment (the “Sold Unit”), the Dealer, or Vaderstad, can arrange to unlink the Sold Unit from the User Account and link it to the User Account, if any, of the purchaser.
- Restrictions on Use
You may use the Service only for using the Uploaded Data for your farming business. Subject to any exceptions contained in this Agreement you may not:
(a) copy, distribute, publish, broadcast, reproduce, alter or tamper with in any way, or otherwise use any material obtained by using Service; or permit anyone else, including without limitation any agronomist you retain to assist in analyzing the Uploaded Data, to do so, or
(b) remove any copyright, trademark or other intellectual property notices contained on any material provided through the provision of the Service.
By using the Service, you agree that you will not upload or otherwise transmit any content (including text, links, communications, software, images, sounds, data, or other information) that:
(b) contains software viruses, Trojan horses, worms, or any other computer code or files that are designed to disrupt, damage, or limit the functioning of any software or hardware; or
(c) suggests or encourages illegal activity.
- Ownership and Use of Data and Aggregated Data
Vaderstad and its Dealers may use the data produced by your use of the Service to market products or other services to you. You agree that Vaderstad owns the aggregated data derived from the Service from all of its Customers together, including, without limitation, utilization statistics, reports, crop information and configurations processed by the Service (“Aggregated Data”). Nothing in this Agreement shall limit Vaderstad from using the Aggregated Data for its business purposes including, without limitation, research and development, improving the design of its equipment, or selling or renting it to another person, provided that such use will not reveal, whether directly or indirectly, your identity. In no event will the Aggregated Data include any personally identifiable information.
- Modification to Prescription Maps
You expressly acknowledge that the Uploaded Data may include prescription maps provided by third parties that are used on the Vaderstad Equipment and that Vaderstad may need to modify such prescription maps in order to provide the Service. Vaderstad is not responsible for any error or inaccuracy of the report rendered by the Service as a result of the necessary modification of the prescription maps.
- Updates, Modification, Suspension and Discontinuation of Service
Vaderstad reserves the right in its sole discretion to update, modify suspend or discontinue the Service or any part thereof at any time with or without notice to you, and Vaderstad will not be liable to you or to any third party should it exercise such rights.
- Intellectual Property
You agree that the Service, including but not limited to the Software used to implement the Service, contains proprietary information and material that is owned by Vaderstad and/or its licensors, which is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service for the purposes in compliance with this Agreement and not to exploit the Service in any manner not expressly authorized by Vaderstad.
Certain words, phrases, names, designs or logos used in the Software may constitute trademarks, services marks or trade names of Vaderstad or other entities. The display of any such marks does not imply that a license has been granted to you to use such marks.
If you fail, or Vaderstad has reasonable grounds to suspect that you have failed, to comply with any of the provisions of this Agreement, Vaderstad may, without notice to you, terminate this Agreement and terminate your access to the Service.
- Disclaimers and Limitations of Liability
(a) Warranty Disclaimer THE SERVICE IS PROVIDED ‘AS-IS’ WITHOUT REPRESENTATIONS, WARRANTIES, CONDITIONS AND INDEMNITIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VADERSTAD DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION, TITLE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. VADERSTAD DOES NOT PROVIDE ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR INDEMNITIES REGARDING THE USE, VALIDITY, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR RELIABILITY OF, OR ANY RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE SERVICE OR ANY INFORMATION OR OTHER MATERIALS MADE AVAILABLE THROUGH THE SERVICE. VADERSTAD DOES NOT ASSUME ANY OBLIGATION TO UPDATE THE SOFTWARE AND/OR SERVICE OR ADVISE OF ANY FURTHER DEVELOPMENTS WITH RESPECT TO THE SOFTWARE AND/OR SERVICE.
(b) Limitation of Liability UNDER NO CIRCUMSTANCES SHALL VADERSTAD BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, PROFIT, OPPORTUNITY OR SAVINGS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE, OR THE INABILITY TO USE OR ACCESS THE SERVICE OR ANY INFORMATION OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE WHETHER BASED IN CONTACT, TORT, NEGLIGENCE OR OTHERWISE, EVEN IF VADERSTAD OR AN AUTHORIZED REPRESENTATIVE OF VADERSTAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE SERVICE OR ANY INFORMATION OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. In the event that your jurisdiction prohibits an absolute limit on liability, vaderstad's aggregate liability FROM all causes of action shall be limited to $100.
(c) Third Party Use Disclaimer YOU EXPRESSLY ACKNOWLEDGE THAT THE SOFTWARE RUNS ON AND THE UPLOADED DATA IS PROCESSED AND STORED ON A CLOUD PLATFORM OWNED AND OPERATED BY THIRD PARTIES. IN NO CIRCUMSTANCES SHALL VADERSTAD BE RESPONSIBLE OR LIABLE FOR ANY DATA BREACH NOT CAUSED DIRECTLY BY VADERSTAD.
This Agreement, and your rights and obligations under this Agreement, may not be transferred or assigned by you without the prior written consent of Vaderstad, which consent may be arbitrarily withheld by Vaderstad in its sole and absolute discretion. Vaderstad may at any time assign this Agreement, including any of its rights and obligations hereunder, without your prior consent.
- Governing Law and International Use
The laws of the Province of Saskatchewan and the laws of Canada applicable therein shall govern as to the interpretation, validity and effect of this Agreement notwithstanding any conflict of laws provisions or your domicile, residence, or physical location. You hereby consent and submit to the non-exclusive jurisdiction of the courts of the Province of Saskatchewan in any action or proceeding instituted under or related to this Agreement.
As the Software may be accessed and used globally, if you choose to access the Software from locations other than the United States or Canada, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of any technical data exported from or imported to Canada or the country in which you reside.
- Entire Agreement
These provisions constitute the entire agreement between you and Vaderstad relating to the Service, and supersede all previous communications, representations, and agreements, whether oral, written or electronic, between you and Vaderstad, with respect to the subject matter hereof; there being no representation, warranties, terms, conditions, undertakings, or collateral agreements (express, implied, or statutory), between the parties other than as expressly set forth in this agreement.
If any provision this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such provision shall be severed from this Agreement and shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. All other provisions of this Agreement shall, nevertheless, remain in full force and effect and no provision shall be deemed dependent upon any other provision unless so expressed herein.
The terms and provisions of this Agreement enure to the benefit of, and are binding upon, you and your heirs, executors, administrators, personal representatives, successors and permitted assigns, and upon Vaderstad and its successors and assigns.