Legal & Privacy Documentation
End User License Agreement
This End User License Agreement (“Agreement”) is between you and Agrarian Labs, LLC (“Agrarian Labs”) and governs your use of Agrarian Labs’ Leaf Software (“Leaf Software”) made available through the Apple App Store and/or Google Play Store which is a component of Agrarian Labs’ Farm Management System (“FMS”). By downloading and installing Leaf Software, you agree to be bound by this Agreement and understand that there is no tolerance for objectionable content. If you do not agree with the terms and conditions of this Agreement, you are not entitled to use Leaf Software.
This Agreement is between you and Agrarian Labs only, and not Apple, Inc. (“Apple”) or Google, Inc. (“Google”). Notwithstanding the foregoing, you acknowledge that Apple and Google and their respective subsidiaries are third party beneficiaries of this Agreement and both Apple and Google may have the right to enforce this Agreement against you. Agrarian Labs, not Apple and not Google, is solely responsible for Leaf Software and its content.
Agrarian Labs may collect and use information about your usage of Leaf Software and FMS. Agrarian Labs may use this information, as long as it is in a form that does not personally identify you, to measure the use and performance of Leaf and/or FMS.
3. Limited License
Agrarian Labs grants you a limited, non-exclusive, non-transferable, revocable license to use Leaf Software solely in conjunction with FMS. You may only use Leaf Software on Apple devices that you own or control and as permitted by the App Store Terms or the terms which govern your use of FMS.
Agrarian Labs disclaims all warranties about Leaf Software and FMS to the fullest extent permitted by law. To the extent any warranty exists under law that cannot be disclaimed, Agrarian Labs, not Apple and not Google, shall be solely responsible for such warranty.
5. Maintenance and Support
Agrarian Labs does provide minimal maintenance or support for Leaf Software and FMS but not to the extent that any maintenance or support may be required by applicable law. Agrarian Labs, not Apple and not Google, shall be obligated to furnish any such maintenance or support.
6. Product Claims
Agrarian Labs, not Apple and not Google, is responsible for addressing any claims by you relating to your use of Leaf Software and/or FMS, but not limited to: (i) any product liability claim; (ii) any claim that Leaf Software and/or FMS fail to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation. Nothing in this Agreement shall be deemed an admission that you may have such claims.
7. Third Party Intellectual Property Claims
Agrarian Labs shall not be obligated to indemnify or defend you with respect to any third party claim arising out or relating to Leaf Software and/or FMS. To the extent Agrarian Labs is required to provide indemnification by applicable law, Agrarian Labs, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that Leaf Software and/or FMS infringes any third party intellectual property right.
End User Subscription Agreement
This End User Subscription Agreement (“Agreement”), is effective as of (a) the Effective Date of the Leaf System Agreement and governs the right of End User to use the Leaf System.
“Agrarian” means Agrarian Labs, LLC.
“Leaf System” means Agrarian’s Leaf Farm Management System which consists of Mobile Device Software, SaaS Software, and related hardware components.
“Leaf System Agreement” means a Leaf System Sale Agreement between an End User and an authorized reseller of the Leaf System.
“Mobile Device Software” means software which is part of the Leaf System developed by Agrarian that is (a) pre-installed on mobile devices purchased by End User from Agrarian or an authorized reseller of the Leaf System or (b) downloadable from the App Store or Play Store for installation on End User mobile devices, the use of which is governed by the applicable software end user license agreement (EULA).
“SaaS Software” means the software developed by Agrarian and accessed online by Customer using a compatible web browser.
This Agreement grants End User the right and license to subscribe to and use the Leaf System.
Agrarian agrees to provide to End User the Leaf System on the terms set forth in the Leaf System Agreement and/or in this Agreement.
The Fees for End User’s use of the Leaf System are set forth in the Leaf System Sale Agreement.
Agrarian will provide End User a user name (User ID) and password, which enables End User to access the Leaf System and enable use thereof during the term of the Leaf System Agreement.
Agrarian grants to End User a limited, non-exclusive, terminable, non-transferable license to access the Leaf System by logging into Agrarian’s Leaf website or by any other means on which the parties may agree, and to use the Leaf System during the term of the Leaf System Agreement.
End User agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the Leaf System. End User agrees to provide, install and maintain, at End User's expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Agrarian from time to time. End User shall be responsible for ongoing charges for End User's own use of such data communication lines.
An End User’s right to subscribe to and use the Leaf System shall terminate upon the first to occur of:
The expiration of this Agreement in accordance with its terms;
The early termination of this Agreement prior to the expiration of its Term (as defined below); or
The termination of an applicable Leaf System Agreement.
THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE BINDING ON BOTH AGRARIAN AND END USER UPON END USER’S SIGNATURE:
Leaf System; Grant of Rights
Permitted and Prohibited Use
You agree, for yourself and all your Employees, as a condition of use of the Leaf System, not to use the Leaf System for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Employees may not use the Leaf System in any manner that could damage, disable, overburden, or impair any Agrarian or other End User server, or the network(s) connected to any Agrarian or End User server, or interfere with any other party's use and enjoyment of the Leaf System. You and your Employees may not attempt to gain unauthorized access to any part of the Leaf System, other accounts, computer systems or networks connected to any Agrarian or End User server or to any part of the Leaf System, through hacking, password mining or any other means. You and your Employees may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Leaf System. Except as expressly set forth herein, you and your Employees may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Leaf System, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Leaf System, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Leaf System; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Leaf System’s control or security systems, or allow or assist a third party to do so.
Suspension of Service.
Ownership; End User and Employee Submissions
As between you and your Employees and Agrarian, the Leaf System, any material or information provided pursuant to the Leaf System, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Agrarian, its agents or contractors, are the property of Agrarian, and are protected by United States and international copyright, trademark and patent laws, as applicable. By using the Leaf System, neither you nor your Employees gain any ownership interest in such items.
Agrarian does not claim ownership of the usage information you or your Employees provide for the use and operation of the Leaf System. However, Agrarian and its vendors and contractors may use such information to operate and administer the Leaf System. In addition, Agrarian may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.
Agrarian reserves the right to upgrade, modify, replace or reconfigure the Leaf System at any time, provided that you will be provided at least thirty (30) days' advance notice for changes that materially and adversely affect any use of the Leaf System. Agrarian may also change the fee schedule, support terms, and service level agreements for the Leaf System subject to at least thirty (30) days' advance notice, except that the change will not apply for the remainder of the term of the Leaf System Agreement or applicable Pre-Release Agreement. Any such notice may be given and shall be effective if posted by Agrarian in the “Subscriber Alert” section of Agrarian's website, or if provided in an email sent to your account representative.
Links to Third Party Sites
The Leaf System website may provide links that allow you or your Employees to leave Agrarian's site and/or access third party websites. The linked sites in many cases are not under the control of Agrarian and Agrarian is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Agrarian is not responsible for webcasting or any other form of transmission received from any linked site. Agrarian provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Agrarian of the site.
Use of Passwords; Internet
You are responsible for providing and administering usernames and passwords for all your Employees (the “Log-In Information”). Each Employee must have a valid username and password for the purpose of accessing the Leaf System. You and your Employees must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned employee and may not be shared or transferred without your consent and control.
You and your Employees are responsible for maintaining the confidentiality of that Employee's username and password. You and your Employees are responsible for any and all activities that occur under all your Employees' accounts. You agree to notify Agrarian immediately of any unauthorized use of your Employees' accounts or any other breach of security. Agrarian will not be liable for any loss that you or a User may incur as a result of someone else using your Employees' passwords or accounts, either with or without the applicable Employees' knowledge.
Agrarian does not guarantee the security of any information transmitted to or from you or any Employee over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each Employee’s sole responsibility and the responsibility of Internet provider(s) you select. Agrarian does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
Communications from Agrarian
Agrarian may periodically contact you or your Employees for End User service purposes. By accessing the Leaf System, you and each Employee consent to receive such communications. You agree that Agrarian may reference its business relationship with you in its marketing or sales materials.
Notice Specific to Mobile Device Software
Mobile Device Software is the copyrighted work of Agrarian. Mobile Device Software is subject to the terms of the applicable EULA.
Termination of Agreement; Effect of Termination or Expiration
The Term of End User’s right to use the Leaf System will be governed by the term of the Leaf System Agreement and begin upon the Effective Date thereof and will terminate upon the termination of the Leaf System Agreement.
Upon termination of a Leaf System Agreement or of this Agreement, as applicable, all rights granted herein shall revert to Agrarian. All access to and use of the Leaf System by End User and its Employees will then cease, and all materials, applications software, and tools downloaded from Leaf System website must be erased, deleted, or destroyed.
No Warranties, Limitation of Liability
To the extent that the original manufacturer is not Agrarian or its affiliates and such manufacturer makes any warranties covering components of the Leaf System, Agrarian assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer. Agrarian will cooperate with you, at your cost, to process any warranty claim, but Agrarian assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE LEAF SYSTEM, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE LEAF SYSTEM, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE LEAF SYSTEM SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER.
THE LEAF SYSTEM AND ANY TOOLS, MOBILE DEVICE SOFTWARE, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE LEAF SYSTEM ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. AGRARIAN DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE LEAF SYSTEM.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGRARIAN OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF AGRARIAN'S OBLIGATIONS HEREUNDER. IN NO EVENT SHALL AGRARIAN BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.
Agrarian and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure the Leaf System. You and your Employees release and waive all claims against Agrarian, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, Employees, agents and representatives of each of the foregoing (the “Agrarian Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Employees' use of the Leaf System. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Agrarian Group.
End User Representations
By accessing and/or using the Leaf Systems, Employees agree to report to Agrarian all claims or suspected claims of copyright or other infringement of Agrarian's intellectual property or other proprietary rights. Claims of infringement should be directed to Agrarian at email@example.com.
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party's reasonable control shall not be a breach hereof.
Agrarian shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from you, or by any cause beyond your reasonable control.
You acknowledge and agree that the Leaf System and the tools, applications, information and materials provided in connection with the Leaf System possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Agrarian or other end users for which Agrarian or such other end users would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Agrarian, Agrarian shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under the laws of the State of Arizona, USA without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of Arizona. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.