Terms of Service
Welcome to AGRIBUDDY
THIS LEGAL AGREEMENT BETWEEN YOU AND AGRIBUDDY LTD. GOVERNS YOUR USE OF THE AGRIBUDDY PRODUCT, SOFTWARE, SERVICES, AND WEBSITES (COLLECTIVELY REFERRED TO AS THE “SERVICE”). IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING "AGREE," YOU ARE AGREEING THAT THESE TERMS WILL APPLY IF YOU CHOOSE TO ACCESS OR USE THE SERVICE.
AGRIBUDDY LTD. is the provider of the Service, which permits you to utilize certain Internet services, including storing your personal content (such as contacts, photos, documents, app data and geotag data) and making it accessible on your compatible devices and computers, and certain location based services, only under the terms and conditions set forth in this Agreement
I. REQUIREMENTS FOR USE OF THE SERVICE
To use the Service, you cannot be a person barred from receiving the Service under the laws of Hong Kong or other applicable jurisdictions, including the country in which you reside or from where you use the Service. By accepting this Agreement, you represent that you understand and agree to the foregoing.
- A. Devices and Accounts
- Use of the Service may require compatible devices, Internet access, and certain software (fees may apply); may require periodic updates; and may be affected by the performance of these factors. AGRIBUDDY LTD. reserves the right to limit the number of Accounts that may be created from a device and the number of devices associated with an Account. The latest version of required software may be required for certain transactions or features. You agree that meeting these requirements is your responsibility.
- B. Limitations on Use
- You agree to use the Service only for purposes permitted by this Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. If your use of the Service or other behavior intentionally or unintentionally threatens AGRIBUDDY LTD.’s ability to provide the Service or other systems, AGRIBUDDY LTD. shall be entitled to take all reasonable steps to protect the Service and AGRIBUDDY LTD.’s systems, which may include suspension of your access to the Service. Repeated violations of the limitations may result in termination of your Account.
- C. Availability of the Service
- The Service, or any feature or part thereof, may not be available in all languages or in all countries and AGRIBUDDY LTD. makes no representation that the Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent you choose to access and use the Service, you do so at your own initiative and are responsible for compliance with any applicable laws.
- D. Changing the Service
- AGRIBUDDY LTD. reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Service. Such modifications and additional terms and conditions will be communicated to you and, if accepted, will be effective immediately and will be incorporated into this Agreement. In the event that you refuse to accept such changes, AGRIBUDDY LTD. will have the right to terminate this Agreement and your account. You agree that AGRIBUDDY LTD. shall not be liable to you or any third party for any modification or cessation of the Service.
II. FEATURES AND SERVICES
- A. Use of Location-based Services
AGRIBUDDY LTD. and its partners and licensors may provide certain features or services that rely upon device-based location information using GPS (where available) and crowd-sourced Wi-Fi hotspot and cell tower locations. To provide such features or services, where available, AGRIBUDDY LTD. and its partners and licensors must collect, use, transmit, process and maintain your location data, including but not limited to the geographic location of your device and information related to your AGRIBUDDY account (“Account”) and any devices registered thereunder, including but not limited to your AGRIBUDDY ID, device ID and name, and device type.
- B. Backup
- AGRIBUDDY LTD. shall use reasonable skill and due care in providing the Service, but, TO THE GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AGRIBUDDY LTD. DOES NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE SERVICE WILL NOT BE SUBJECT TO INADVERTENT DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND AGRIBUDDY LTD. SHALL NOT BE RESPONSIBLE SHOULD SUCH DAMAGE, CORRUPTION, LOSS, OR REMOVAL OCCUR. It is your responsibility to maintain appropriate alternate backup of your information and data.
- C. Public Beta
- From time to time, AGRIBUDDY LTD. may choose to offer new and/or updated features of the Service (the “Beta Features”) as part of a Public Beta Program (the “Program”) for the purpose of providing AGRIBUDDY LTD. with feedback on the quality and usability of the Beta Features. You understand and agree that your participation in the Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and AGRIBUDDY LTD., and that AGRIBUDDY LTD. is not obligated to provide you with any Beta Features. AGRIBUDDY LTD. may make such Beta Features available to Program participants by online registration or enrollment via the Service. You understand and agree that AGRIBUDDY LTD. may collect and use information from your Account, devices and peripherals in order to enroll you in a Program and/or determine your eligibility to participate. You understand that once you enroll in a Program you may be unable to revert back to the earlier non-beta version of a given Beta Feature. In the event such reversion is possible, you may not be able to migrate data created within the Beta Feature back to the earlier non-beta version. Your use of the Beta Features and participation in the Program is governed by this Agreement and any additional license terms that may separately accompany the Beta Features. The Beta Features are provided on an “AS IS” and “AS AVAILABLE” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. AGRIBUDDY LTD. strongly encourages you to backup all data and information on your device and any peripherals prior to participating in any Program. You expressly acknowledge and agree that all use of the Beta Features is at your sole risk. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR PARTICIPATION IN ANY PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACKUP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. AGRIBUDDY LTD. may or may not provide you with technical and/or other support for the Beta Features. If support is provided it will be in addition to your normal support coverage for the Service and only available through the Program. You agree to abide by any support rules or policies that AGRIBUDDY LTD. provides to you in order to receive any such support. AGRIBUDDY LTD. reserves the right to modify the terms, conditions or policies of the Program (including ceasing the Program) at any time with or without notice, and may revoke your participation in the Program at any time. You acknowledge that AGRIBUDDY LTD. has no obligation to provide a commercial version of the Beta Features, and that should such a commercial version be made available, it may have features or functionality different than that contained in the Beta Features. As part of the Program, AGRIBUDDY LTD. will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Beta Features. You agree that in the absence of a separate written agreement to the contrary, AGRIBUDDY LTD. will be free to use any feedback you provide for any purpose.
- D. Third Party Apps
- If you use your AGRIBUDDY account to log into certain third party Apps, you agree to allow that App to store data in your personal AGRIBUDDY account and for AGRIBUDDY LTD. to collect, store and process such data for your use of the Service and such Apps. Such data may be shared with another App that you download from the same App Developer.
III. Your Use of the Service
- A. Your Account
As a registered user of the Service, you must establish an Account. Don’t reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify AGRIBUDDY LTD. of any security breach of your Account. Provided we have exercised reasonable skill and due care, AGRIBUDDY LTD. shall not be responsible for any losses arising out of the unauthorized use of your Account resulting from you not following these rules.
In order to use the Service, you must enter your personal phone number or email address and password to authenticate your Account. You agree to provide accurate and complete information when you register with, and as you use, the Service (“Service Registration Data”), and you agree to update your Service Registration Data to keep it accurate and complete. Failure to provide accurate, current and complete Service Registration Data may result in the suspension and/or termination of your Account. You agree that AGRIBUDDY LTD. may store and use the Service Registration Data you provide for use in maintaining and billing fees to your Account.
- B. No Resale of Service
- You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.
IV. Content and Your Conduct
- A. Content
- "Content" means any information that may be generated or encountered through use of the Service, such as data files, device characteristics, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials. You understand that all Content, whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not AGRIBUDDY LTD., are solely responsible for any Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service. You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. AGRIBUDDY LTD. does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.
- B. Your Conduct
You agree that you will NOT use the Service to:
- upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
- stalk, harass, threaten or harm another;
- if you are an adult, request personal or other information from a minor (any person under the age of 18 or such other age as local law defines as a minor) who is not personally known to you, including but not limited to any of the following: full name or last name, home address, zip/postal code, telephone number, picture, or the names of the minor's school, church, athletic team or friends;
- pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another AGRIBUDDY user, an AGRIBUDDY LTD. employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity (AGRIBUDDY LTD. reserves the right to reject or block any AGRIBUDDY ID or email address which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity);
- engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;
- post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;
- forge any TCP-IP packet header or any part of the header information in an email or a news group posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service (“spoofing");
- upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
- interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);
- plan or engage in any illegal activity; and/or
- gather and store personal information on any other users of the Service to be used in connection with any of the foregoing prohibited activities.
- C. Removal of Content
- You acknowledge that AGRIBUDDY LTD. is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, AGRIBUDDY LTD. reserves the right at all times to determine whether Content is appropriate and in compliance with this Agreement, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of this Agreement or is otherwise objectionable.
- D. Back up Your Content
- You are responsible for backing up, to your own computer or other device, any important documents, images or other Content that you store or access via the Service. AGRIBUDDY LTD. shall use reasonable skill and due care in providing the Service, but AGRIBUDDY LTD. does not guarantee or warrant that any Content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss.
- E. Access to Your Account and Content
- AGRIBUDDY LTD. reserves the right to take steps AGRIBUDDY LTD. believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You acknowledge and agree that AGRIBUDDY LTD. may, without liability to you, access, use, preserve and/or disclose your Account information and Content to law enforcement authorities, government requests, and/or a third party, as AGRIBUDDY LTD. believes is reasonably necessary or appropriate, if legally required to do so or if AGRIBUDDY LTD. has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of AGRIBUDDY LTD., its users, a third party, or the public as required or permitted by law.
- F. Copyright Notice - DMCA
- If you believe that any Content in which you claim copyright has been infringed by anyone using the Service, please contact to us. AGRIBUDDY LTD. may, in its sole discretion, suspend and/or terminate Accounts of users that are found to be repeat infringers.
- G. Violations of this Agreement
- If while using the Service, you encounter Content you find inappropriate, or otherwise believe to be a violation of this Agreement, you may report it by sending an email to firstname.lastname@example.org.
- H. Content Submitted or Made Available by You on the Service
- 1. License from You
- Except for material we may license to you, AGRIBUDDY LTD. does not claim ownership of the materials and/or Content you submit or make available on the Service. However, by submitting or posting such Content on areas of the Service that are accessible by the public or other users with whom you consent to share such Content, you grant AGRIBUDDY LTD. a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available, without any compensation or obligation to you. You agree that any Content submitted or posted by you shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. By submitting or posting such Content on areas of the Service that are accessible by the public or other users, you are representing that you are the owner of such material and/or have all necessary rights, licenses, and authorization to distribute it.
- 2. Changes to Content
- You understand that in order to provide the Service and make your Content available thereon, AGRIBUDDY LTD. may transmit your Content across various public networks, in various media, and modify or change your Content to comply with technical requirements of connecting networks or devices or computers. You agree that the license herein permits AGRIBUDDY LTD. to take any such actions.
- 3. Trademark Information
- AGRIBUDDY LTD., the AGRIBUDDY LTD. logo, AGRIBUDDY, the AGRIBUDDY logo and other AGRIBUDDY LTD. trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of AGRIBUDDY LTD. Co., Ltd. in Hong Kong and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.
- A. AGRIBUDDY LTD.’s Proprietary Rights
- You acknowledge and agree that AGRIBUDDY LTD. and/or its licensors own all legal right, title and interest in and to the Service, including but not limited to graphics, user interface, the scripts and software used to implement the Service, and any software provided to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software, or any other part thereof) contains proprietary and confidential information that 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 in compliance with this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in these terms.
- B. License From AGRIBUDDY LTD.
- THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
- C. Export Control
- Use of the Service and Software, including transferring, posting, or uploading data, software or other Content via the Service, may be subject to the export and import laws of Hong Kong and other countries. You agree to comply with all applicable export and import laws and regulations. You also agree that you will not use the Software or Service for any purposes prohibited by Hong Kong law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You further agree not to upload to your Account any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software, without first obtaining that authorization. This assurance and commitment shall survive termination of this Agreement.
- D. Updates
- From time to time, AGRIBUDDY LTD. may update the Software used by the Service. In order to continue your use of the Service, such updates may be automatically downloaded and installed onto your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software.
- A. Termination by You
- You may terminate your Account and/or stop using the Service at any time. If you wish to stop using AGRIBUDDY on your device, you may remove your AGRIBUDDY account from the device by opening Settings on your device, tapping AGRIBUDDY, and tapping the Delete Account button.
- B. Termination by AGRIBUDDY LTD.
- AGRIBUDDY LTD. may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your Account and/or access to the Service. Cause for such termination shall include: (a) violations of this Agreement or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your Account; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Service to you is or may become unlawful; (e) unexpected technical or security issues or problems; (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by AGRIBUDDY LTD. in its sole discretion and AGRIBUDDY LTD. will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Service. In addition, AGRIBUDDY LTD. may terminate your Account upon prior notice via email to the address associated with your Account if (a) your Account has been inactive for one (1) year; or (b) there is a general discontinuance or material modification to the Service or any part thereof. Any such termination or suspension shall be made by AGRIBUDDY LTD. in its sole discretion and AGRIBUDDY LTD. will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Service.
- C. Effects of Termination
- Upon termination of your Account you will lose all access to the Service and any portions thereof, including, but not limited to, your Account, and Content.
VII. Links and Other Third Party Materials
Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because AGRIBUDDY LTD. may have no control over such third party sites and/or materials, you acknowledge and agree that AGRIBUDDY LTD. is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that AGRIBUDDY LTD. shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.
- Google Maps Service
- Use of the Google Maps service is subject to the following additional terms: Google Maps Terms of Service available at http://maps.google.com/help/terms_maps.html and Google Maps Legal Notices at http://maps.google.com/help/legalnotices_maps.html.
VIII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
AGRIBUDDY LTD. SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE. THE FOLLOWING DISCLAIMERS ARE SUBJECT TO THIS EXPRESS WARRANTY.
AGRIBUDDY LTD. DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME AGRIBUDDY LTD. MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AGRIBUDDY LTD. AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS 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. IN PARTICULAR, AGRIBUDDY LTD. AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
AGRIBUDDY LTD. DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND AGRIBUDDY LTD. DISCLAIMS ANY LIABILITY RELATING THERETO.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
- LIMITATION OF LIABILITY
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY BY SERVICE PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
AGRIBUDDY LTD. SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE. THE FOLLOWING LIMITATIONS DO NOT APPLY IN RESPECT OF LOSS RESULTING FROM (A) AGRIBUDDY LTD.'S FAILURE TO USE REASONABLE SKILL AND DUE CARE; (B) AGRIBUDDY LTD.'S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD; OR (C) DEATH OR PERSONAL INJURY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AGRIBUDDY LTD. AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF AGRIBUDDY LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
- You agree to defend, indemnify and hold AGRIBUDDY LTD., its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of this Agreement; (d) any action taken by AGRIBUDDY LTD. as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred; or (e) your violation of any rights of another. This means that you cannot sue AGRIBUDDY LTD., its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or Content, to warn you, to suspend or terminate your access to the Service, or to take any other action during the investigation of a suspected violation or as a result of AGRIBUDDY LTD.’s conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the Service. You acknowledge that you are responsible for all use of the Service using your Account, and that this Agreement applies to any and all usage of your Account. You agree to comply with this Agreement and to defend, indemnify and hold harmless AGRIBUDDY LTD. from and against any and all claims and demands arising from usage of your Account, whether or not such usage is expressly authorized by you.
- A. Notices
- AGRIBUDDY LTD. may provide you with notices regarding the Service, including changes to this Agreement, by email to your email address (and/or other alternate sms email address associated with your Account if provided), by regular mail, or by postings on our website and/or the Service.
- B. Governing Law
Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and AGRIBUDDY LTD. shall be governed by the laws of Hong Kong, excluding its conflicts of law provisions. You and AGRIBUDDY LTD. agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Hong Kong, to resolve any dispute or claim arising from this Agreement. If (a) you are not a Hong Kong citizen; (b) you do not reside in the Hong Kong; (c) you are not accessing the Service from the Hong Kong; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:
If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
- C. Entire Agreement
- This Agreement constitutes the entire agreement between you and AGRIBUDDY LTD., governs your use of the Service and completely replaces any prior agreements between you and AGRIBUDDY LTD. in relation to the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of AGRIBUDDY LTD. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this agreement.
- D. "AGRIBUDDY LTD." as used herein means:
- AGRIBUDDY LIMITED located at Room 1408, Tak Shing House, Theatre Lane, 20 Des Voeux Road Central, Hong Kong, for all other users.
Last revised: March 21, 2016