PLEASE READ THE FOLLOWING TERMS OF SERVICE (“Terms” or “Agreement”) CAREFULLY BEFORE USING AND/OR INSTALLING the Agritask site (www.agritask.com) (together with its sub-domains, content and Marks (as defined below) (the “Site”) or the Agritask mobile application (the “App”) so that you are aware of your legal rights and obligations with respect to Agritask Ltd and its Affiliates (“AGRITASK” or “us”, “our”, “we”).
These Terms together with any other Customer-specific documentation (including but not limited Statement of Work, Order Form, Product Privacy Policy and when relevant, Data Processing Agreement when relevant, ) constitute a binding legal agreement between you and AGRITASK and govern (a) your access and use of the Site and the App; (b) your access and use of the AGRITASK Software-as-a-Service (SaaS) program (as well as any fixes, updates or upgrades thereto), which gathers and analyzes Data (as defined below) and supports the optimization of Your agricultural management (“AGRITASK”); and (c) AGRITASK’s privacy policy which is specified in Section 13 these Terms (the “Privacy Policy”). (The Site, AGRITASK and the App shall be referred to hereinafter as the “Services”). “You” or “you” means any third party that uses the Services.
By signing a copy of this document/an order form/Statement of Work referring to this document/using our Services, you acknowledge that you have read, understood and agreed to the Agreement with all its components. If you do not agree to any of these Terms, please do not use the Services.
1. License
Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to: (i) access and use the Services; (ii) download, install and use the App on a mobile telephone, tablet or device (each a “Device”) that you own or control; and (iii) access and use the App on such Device in accordance with this Agreement.
2. License Restrictions
As a condition to the above license grant, you agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Services; (ii) make the Services or any part thereof available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Services or any part thereof; (iv) copy (except for back-up purposes), modify, improve, or create derivative works of the Services or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Services; (vii) use any communications systems provided by the Services to send unauthorized and/or unsolicited commercial communications; (viii) AGRITASK name, logo or trademarks without our prior written consent; and/or (ix) use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement.
3. Account
In order to use some of the Services’ features you will be required to create or use an account (an “Account”). If you create an Account, you must provide accurate and complete information for yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account.
4. Usage Rules
If you are downloading the App from a third party mobile device platform or service provider (“Distributor”), please be aware that the Distributor may have established usage rules which also govern your use of the App (“Usage Rules”). You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with, its Usage Rules. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App; if you are unable to make such a representation you are prohibited from installing and/or using the App.
5. Data
Certain features or functionality (“Features”) of AGRITASK and the App may collect or be dependent on, but not limited to, data related to your geographic location (“Location Data”), the location of your plots and crops, list of plagues, details of irrigation applications and other information (collectively with the Location Data, the “Data”). If you wish to use these Features, you agree to provide or to make your Data accessible to us. To the extent that we do collect Data, we shall use it in accordance with our Privacy Policy (defined below). If you do not provide or make the Data accessible, then the Features may be limited or not operate. You are responsible for obtaining and maintaining consent from your personnel or contractors to collect the Data.
6. Use of the App in a Vehicle
If you are using the App in a vehicle, you agree: (i) to comply with all applicable traffic laws; and (ii) if you are the driver, not to use the App unless your vehicle is stationary and legally parked; (iii) instruct about and be responsible for your personnel or contractors compliance with (i) and (ii).
7. Intellectual Property Rights
Ownership. The Services are licensed and not sold to you under this Agreement and you acknowledge that AGRITASK and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the Services (and its related software). We reserve all rights not expressly granted herein to the Services and in all data generated by the Services including but not limited to automatic feedback correlated to certain system-detected events, anonymous-data extracts and advance analyses. “Intellectual Property Rights” means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
It is further clarified that any suggestions, feedback, disclosures or other information received from you relating to or concerning the Services (the “Feedback”), will be deemed to be made entirely on a voluntarily basis on your part and we will be free to use all Feedback without any obligation of any kind to you. In addition, all inventions, improvements, and modifications conceived, created, developed, or otherwise made by us based, in whole or in part, on any Feedback, will be the exclusive property of AGRITASK, and all right, title and interest in and to any such inventions, improvements, and modifications will vest solely and entirely in AGRITASK.
Content. The content on the Services, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials”), and the trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “Content”), is the property of AGRITASK and may be protected by applicable copyright or other intellectual property laws and treaties. “AGRITASK” and the AGRITASK logo are Marks of AGRITASK and its affiliates. All other Marks used on the Services are the trademarks, service marks, or logos of their respective owners.
Use of Content. The Content on the Services is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein.
8. User Submissions
The Services may permit the hosting, sharing, posting, and publishing of content by you and other users so such content may be posted on the App and Site and shall be made available to users you have authorized to view this information (“User Submissions”). You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting or publishing them. We have complete discretion whether to publish your User Submissions and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions at any time and for any reason.
Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by this Agreement. You retain all of your ownership rights in your User Submissions.
License to User Submissions. Subject to this Agreement and the terms of our Privacy Policy, by submitting the User Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions only in connection with the Services, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof), and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Services and Third Party Source a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in accordance with this Agreement.
Exposure. You understand and acknowledge that when accessing and using the Services: (i) you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to (i) and (ii) herein.
Disclosure. We reserve the right to access, read, preserve, and disclose any User Submission or any other information that we obtain in connection with the Services as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce this Agreement, including investigation of potential violations of it, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your user support requests, or (v) protect the rights, property or safety of AGRITASK, our users or the public.
Prohibited Content. You agree that you will not send, display, post, submit, publish or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement.
9. Third Party Open Source Software
Portions of the Services may include third party open source software that is subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, AGRITASK makes no warranty or indemnity hereunder with respect to any third party open source software.
10. Payments
The provision of the SaaS Products is conditioned on your payment in full of the applicable fees as set forth in the Order Form or/and Statement of work/other Customer-specific documentation (the “Fees”) in accordance with the Services selected.
All Fees are due and payable in accordance with the payment terms as set forth in the Order Form or/and Statement of work/other Customer-specific documentation. Fees are not refundable (except in accordance with Section 13(b) below).
All amounts payable under the Agreement are exclusive of, and you are responsible for payment of, all Banking fees, commissions, or taxes (“Taxes”), excluding Taxes based on AGRITASK’s net income. If AGRITASK is obligated to collect Taxes, then the appropriate amount will be added to the applicable invoice. If the Customer is required to withhold or deduct any Tax from any payment, you will increase the sum payable to AGRITASK so that AGRITASK receives an amount equal to the sum it would have received had you made no withholding or deduction.
11. Service Level Agreement
Service Level Agreements may apply with respect to our customer support and the operation of the AGRITASK Site as set forth in the agreement between you and us or our respective distributor.
12. Information Description
We attempt to be as accurate as possible. However, we cannot and do not warrant that the content available on the Services, including the data generated by the Services, or any related advice by Agritask employees or consultants, is accurate, complete, reliable, current, or error-free. Agritask nor its employees represents, promises, warranties or guarantees the results or effectiveness of any Services or advice.
We reserve the right to make changes in or to the content and such generated data, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the content.
13. Privacy
We will use any personal information that we may collect or obtain in connection with the Services in accordance with our privacy policy which is available at (INSERT LINK TO APP/PLATFORM PRIVACY POLICY) and, when applicable our Data Processing Agreement, and you agree that we may do so. Please also be aware that certain personal information and other information provided by you in connection with your use of the App may be stored on your Device (even if we do not collect that information). You are solely responsible for maintaining the security of your Device from unauthorized access.
14. Customer Reference
AGRITASK may use your names and logos in marketing materials, unless requested otherwise.
15. Warranty Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE SERVICES OR THAT ANY STORED DATA OR ANY DATA GENERATED BY THE SERVICES OR AS A RESULT OF USE OF THE SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE, OR WILL NOT BE LOST, DAMAGE OR CORRUPTED. YOU AGREE THAT AGRITASK WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS AND/OR FROM ANY INACCURATE OR INCOMPLETE DATA AND/OR FOR ANY LOST, DAMGE TO OR CORRUPTION OF DATA.
IF YOU HAVE A DISPUTE WITH ANY OTHER APP USER, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
16. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL AGRITASK BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES OR THE DATA GENERATED BY THE SERVICES, EVEN IF AGRITASK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY EVENT, AGRITASK’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO DISTRIBUTOR FOR USING THE SERVICES WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
17. Indemnity
You agree to defend, indemnify and hold harmless AGRITASK, our affiliates, our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Services; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
18. Export Laws
You agree to comply fully with all applicable export laws and regulations to ensure that neither the Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
19. Updates and Upgrades
We may from time to time provide updates or upgrades to AGRITASK or the App (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of AGRITASK or the App. All references herein to the App or AGRITASK shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original release of AGRITASK or the App, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
20. Term and Termination
This Agreement is effective for the term defined in the Order Form or/and Statement of work/other Customer-specific documentation and until terminated by us or you. We reserve the right to terminate this Agreement and to cease provision of the Services in case you breach any term of this Agreement including without limitation, for the use of the Services for Plots not agreed upon in the applicable agreement between us, or you and a distributor and not reported to AGRITASK upon signing or renewal of such agreement with the distributor. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Services. Without derogating from the aforesaid, you shall not have any claims with respect to AGRITASK with respect to such termination hereunder and you hereby waive any and all rights to any compensation whatsoever and to any remedies whatsoever with respect to such termination.
Upon termination of this Agreement, you shall cease all use of the Services. This Section 20 and Sections 2 (Restrictions), 7 (Intellectual Property Rights), 8 (Third Party Open Source Software), 13 (Privacy), 15 (Warranty Disclaimers), 16 (Limitation of Liability), 17 (Indemnity), and 21 (Assignment) to 24 (General) shall survive termination of this Agreement.
21. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by AGRITASK without restriction or notification.
22. Modification
We reserve the right to modify this Agreement at any time. Such changes will be effective ten (10) days following posting them on the Site or the App. Your continued use of the Services thereafter means that you accept those changes. We therefore encourage you to check the Site and App regularly to view the most current Terms.
23. Notices
Notices. Any notices or communications required or permitted to be given by this Agreement must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by electronic mail transmission (including PDF), to the party to whom such notice or communication is directed, to the mailing address or regularly-monitored electronic mail address of such party as follows:
To: Agritask Ltd
Yad Harutzim 12, 9th Floor, Tel Aviv Israel
Email: [email protected]
To the Customer, per the Order Form or/and Statement of work/other Customer-specific documentation: to the Point of Contact’s e-mail address. In case of physical mail, it shall be delivered to the Company Address and addressed to the Legal Representative.
Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent by overnight courier, or (iv) the day such notice or communication is sent electronically, provided that the sender has received a confirmation of electronic transmission. A party may, for purposes of this Agreement, change his, her or its address, email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other party pursuant to this Section 23.
24. Governing Law and Disputes
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yafo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
25. General
This Agreement, and any other legal notices published by us in connection with the Services, shall constitute the entire agreement between you and AGRITASK concerning the Services. In the event of a conflict between these Terms and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by AGRITASK. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Your hereby confirm that you will be responsible and liable towards AGRITASK for any breach of this Agreement by your employees, consultants and any one on your behalf that will use the License. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
