Terms of Service
This document was last updated on December 16, 2021

 

Welcome to Smart Agri Labs!

Smart Agri Labs has developed a secure, unbiased data-sharing and analysis platform that supports farmers in making strategic decisions.

These terms of service (“Terms of Service”) set forth the agreement (“Agreement”) between you and Smart Agri Labs, SL (“SAL” “we” or “us”). It governs your use of the products and services we offer through the www.smartagrilabs.com website and any of its products or services and applications (collectively the “SAL Platform”, “Website” or “Services”).  Please make sure to read it, because, by using the SAL Platform, you consent to these terms.

  1. The Mission of the SAL Platform
     

SAL’s mission is to unlock the potential of each field with an AI agronomic inputs advisor.

 

  1. Accounts and Membership

If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

 

  1.  User Content
    • We do not own any data, information or material other than the results of the Services use (“Content”) that you submit on the Website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor and review Content on the Website submitted or created using our Services by you. Unless specifically permitted by you, your use of the Website does not grant us the license to provide other companies with access to your data. But you grant us permission to access, copy, distribute, store, transmit, reformat, display, analyze and perform the Content of your user account as required for the purpose of providing the Services to you and for the development, production of other products or services. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.
    • By accepting these Terms you grant us a permission to make references to you as our client on the Website, our social media and in our promotional materials for marketing purposes along with placement of your logo, service marks or trademarks (whatever is applicable), or place such information and images along with your Feedback.
    • If you provide us with any review, feedback, comment, suggestions, or recommendations for improvement, relating to the Services (“Feedback”) in any form and by any means, then you further grant us any and all intellectual property or other rights allowing us to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner we deem appropriate, any and all Feedback, and to sublicense the foregoing rights, from the moment you submit such Feedback to us. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback, and that you are an authorized person to provide the Feedback on behalf of a legal entity (if applicable).

 

  1. Billing and Payments

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. Sensitive and private data exchange happens over a SSL secured communication channel and is encrypted and protected with digital signatures. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

  1. Prohibited Uses
    • In addition to other terms as set forth in the Agreement, you are prohibited from using the Website, Services or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
    • When using the Services you shall not and shall not permit any other person to:

(a) access or use the Services or its Content other than in the course of your ordinary business activities, except as expressly permitted by this Agreement;

(b) use the Services, results of use of the Services and any intellectual property and data pertaining to them for training any computer models or neural networks or conduct any other activities for the purpose of building or replicating the third party intellectual property or results of its use, Services or third-party services, results of its use, data received from interface, performing functions and features available in the interface directly or indirectly, Services Content;

(c) copy, modify or create derivative works or improvements of the Services or its Content;

(d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or its Content to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

(e) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or its Content, in whole or in part;

(f) input, upload, transmit or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code;

(g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, in whole or in part;

(h) access or use the Services or its Content in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other right of any third party, or that violates any applicable law.

  1. Intellectual Property Rights

This Agreement does not transfer to you any intellectual property owned by Smart Agri Labs SL or third-parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Smart Agri Labs SL. All trademarks, service marks, graphics and logos used in connection with our Website or Services, are trademarks or registered trademarks of Smart Agri Labs SL or Smart Agri Labs SL licensors. Other trademarks, service marks, graphics and logos used in connection with our Website or Services may be the trademarks of other third-parties. Your use of our Website and Services grants you no right or license to reproduce or otherwise use any Smart Agri Labs SL or third-party trademarks.

  1. Disclaimer of Warranty

You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein. Advice given on this website does not exempt you from conducting your own checks on our latest advice, on our services and products, with a view to their suitability for the intended processes and purposes.

 

  1. Limitation of Liability
    • There shall be no liability for the content of our Website or Services. To the fullest extent permitted by applicable law, in no event will  Smart Agri Labs SL, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for (a): any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if  Smart Agri Labs SL has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Smart Agri Labs SL and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to Smart Agri Labs SL for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
    • You have and will retain sole responsibility for: (a) all your Content and its use; (b) all information, instructions and materials provided by you or on your behalf in connection with the Services; (c) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services; (d) the security and use of your account, and its access credentials; and (e) all access to and use of the Services and its Content via your account, including the use of the Services violating these Terms; (f) third party rights infringements resulted from your use of Services, its Content.
    • Because of factors outside of Smart Agri Labs SL's control, results to be obtained, including but not limited to yields, financial performance, profits, losses or otherwise, cannot be guaranteed by Smart Agri Labs SL.
    • Results are generated from field observations, third-party materials and sources, and may change as additional data is gathered. Crop results are dependent on the impact of many factors beyond the control of Smart Agri Labs SL including without limitation, reduced performance due to weather, soil variations and may even reflect differences in agronomic practices. 

 

  1. Indemnification

    You agree to release, indemnify, and defend SAL Entities from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of the SAL Platform, ii) Your Content, iii) your conduct or interactions with other users of the SAL Platform, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

 

  1. Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

 

  1. Dispute Resolution

    This Agreement and any action arising out of your use of the SAL Platform will be governed by the laws of the US without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with your use of the SAL Platform will be brought solely in the US, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

    For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000 USD, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration will initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

  1. General Terms
    • Assignment. You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
    • Changes to these Terms of Service. We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the top of this page. Continued use of the Website after any such changes shall constitute your consent to such changes.
    • Governing Law and Jurisdiction. You agree that SAL is operated in the US and will be deemed to be solely based in the US and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or regional court in Delaware, the US and governed by laws of the US and federal law, without regard to any conflict of law provisions.
    • Use Outside of the US. SAL expressly disclaims any representation or warranty that the SAL Platform complies with all applicable laws and regulations outside of the US. If you use the SAL Platform outside of the US, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the SAL Platform.
    • Export. The SAL Platform is controlled and operated from our US office. SAL software is subject to US export controls. No software for SAL may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations.
    • Applications and Mobile Devices. If you access the SAL Platform through a SAL application, you acknowledge that this Agreement is between you and SAL only, and not with another application service provider or application platform provider (such as Apple Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the SAL Platform through a mobile device, your wireless carrier’s standard charges, data rates, and other fees may apply.
    • Survival. The following provisions will survive expiration or termination of this Agreement: Section 2(e)(Termination), 2(g)(Feedback), Section 3(Your Content), Section 4(a)-(b) and (d)-(f)(Our Content and Materials), Section 8 (Disclaimers and Limitation of Liability), Section 9 (Indemnification), Sections 10 (Dispute Resolution), and Section 11 (General Terms).
    • Government End Users. Any SAL software 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: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end users pursuant to this Agreement.
    • Electronic Communications. You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
    • Entire Agreement/ Severability. This Agreement supersedes all prior terms, agreements, discussions and writings regarding the SAL Platform and constitutes the entire agreement between you and us regarding the SAL Platform (except as to services that require separate written agreement with us, in addition to this Agreement). If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.
    • Interpretation. In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.
    • Notices. All notices permitted or required under this Agreement unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us, by you via info@smartagrilabs.com. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
    • Relationship. This Agreement does not create a joint venture, agency, partnership, or other forms of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
    • Waiver. No waiver of any terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
    • Further Assurances. You agree to execute a hard copy of this Agreement and any other documents, and to take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
    • Acceptance of these terms. You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.
    • Contact. Feel free to contact us through www.smartagrilabs.com/contact with any questions about these terms. SAL PLatform is managed by Smart Agri Labs SL.