Terms of Service


Introduction

This is an agreement (“Agreement”) between Ag Pro Exchange, LLC (“us”, “we”, “our”, “the Company”, “Ag Pro Exchange”), a Texas limited liability company that owns and controls the services (“the Services”, “our Services”), including the AgXchange™ web-based application system (“the System”) and the AgXchange™ website (www.agxchange.com), and you (“you”, “your”, “user”). These Terms of Service, together with the Privacy Policy that is incorporated into these Terms of Service, are legally binding on both you and the Company and govern your use of the Services, including any of the Services’ applications that may be available through third party application stores.

Please read both these Terms of Service and the Privacy Policy carefully. By accessing, using, or subscribing to our Services, including AgXchange™, you consent to the Company’s Terms of Service and Privacy Policy in their entirety.

If you have any questions regarding this Privacy Policy, please contact us at info@agproexchange.com.

Overview of the Services Offered

The Services offered include AgXchange™. AgXchange™ is an open platform for growers and the businesses and individuals that support those growers. It provides growers a simple and convenient way to capture data from a variety of devices and sources. The data collected is normalized, integrated, and stored in a repository (personal data account).

AgXchange™ makes it easy for growers to stay connected and exchange information with service providers and vendors – such as accountants, crop insurance agents, agronomists, input providers, and others who provide products and services to farming operations – while providing growers simple tools to control access to their data and information.

Please note the Company retains the right to change the Services at any time. While we will typically notify you of any change in the Services as circumstances permit, we retain the right to make such changes without notice. This includes suspension or termination of components of our Services, updates or revisions to current components of our Services, and/or offering additional components to our Services.

As stated above, additional services may be added from time to time. If you choose to use those additional services, please be aware those additional services may be subject to additional terms. By accessing, using, or subscribing to those additional services, you consent to those additional terms in their entirety. If any provision in the additional terms conflicts with a provision in these Terms of Service, the provision in the additional terms will supersede the conflicting provision in these Terms of Service for the particular additional service(s) only.

Use of the Services

The Company grants to you a limited, non-exclusive and non-transferable license to use our Services, including access to AgXchange™ applications and content, for your benefit. This license is granted to you to use our Services for one or more of the following purposes: 1) a sole proprietor or agent of a production agriculture operation who intends to use our Services for purposes related to the production agriculture operation; or 2) an individual, business, or organization that provides goods or services to production agriculture operations and who intends to use our Services for purposes related to providing goods or services to production agriculture operations.

This grant is subject to these Terms of Service and the Privacy Policy. By accessing, using, or subscribing to our Services, you are accepting this license and agree to comply with the Terms of Service, including the following conditions:

Exclusive Company ownership of the Services and all Company intellectual property and marks

  • You agree that you have NO ownership interest in our Services.
  • You will NOT attempt to lease, rent, sell, or resell any of our Services.
  • You are NOT a competitor of the Company, nor are you aiding a competitor of the Company by providing access to, or reporting on the functionality of, the Services.
  • You will NOT attempt to replicate or reverse engineer any of the Services, including copying any of the software and/or source code.
  • You will NOT attempt to access, copy, recreate, or use any of the Company’s intellectual property, copyrights, trademarks, or service marks.

Responsible use of our Services by You the User

  • You will NOT share your license with anyone, except with additional users who: 1) have an account under your license; 2) use our Services for the purpose(s) in which your license to use our Services is granted; and 3) consent to the Company’s Terms of Service and Privacy Policy in their entirety.
  • You will ONLY use our Services for the purpose(s) in which your license to use our Services is granted, and not for the benefit of any third party unrelated to the purpose(s) in which your license to use our Services is granted.
  • You represent and warrant you are capable of making these Terms of Service and the Privacy Policy legally binding. If licensing and using our Services as an individual, you represent you are at least 18 years of age (if you are younger than 18 years old, you are not permitted to register an account or use the Services), and if you are licensing and using our Services as an agent of a legal entity, you warrant and represent that you have authority to bind the legal entity.
  • You will use the Services in a manner that complies with all applicable laws you are subject to in your jurisdiction, including local, state, and federal laws.
  • You will, to the best of your knowledge and capability, provide or transmit content that is true and accurate.
  • You agree to the use of the content you provide as described in the Privacy Policy.
  • You will NOT provide or transmit content that is inappropriate or objectionable, including, but not limited to, content that a reasonable person would deem: abusive, deceptive, defamatory, detrimental to another’s reputation or character, hateful, hostile, illegal, indecent, obscene, offensive (or meant to offend), pornographic, profane, racist, or threatening.
  • You agree you are exclusively responsible for your use of our Services and agree to only use our Services as outlined in these Terms of Service.
  • You will NOT attempt to disrupt, impede, or prevent us from delivering our Services to other users and/or licensees, nor will you attempt to alter our Services, the Company’s websites, or the Company’s systems. This includes, but is not limited to: transmitting or uploading malicious software code (such as malware or computer viruses), manipulating search engine results, attempting to hack another user’s account, attempting unauthorized contact with another user (such as spamming or phishing).
  • You will NOT use our Services to misuse, abuse, violate, infringe, or misappropriate any third party’s rights, including, but not limited to, intellectual property rights, copyrights, trademarks, service marks, ownership rights, privacy rights.
  • You will not use our Services in a manner that violates the terms and conditions of any device, software, network, or Internet Service Provider (ISP) used to access our Services.
  • You will NOT attempt to access another user’s account for any purpose, including transmitting content to another user’s account as the user.
  • You will NOT attempt to collect, store, and/or distribute any user content without obtaining the express consent of both the user and the Company via the information sharing protocols established in our Services. If no sharing consent is obtained, the transmission, transfer, or distribution of another’s content, including personal information, is strictly prohibited.

User Account

  • You agree to register for an AgXchange™ account before using our Services. To complete registration you may be asked for information such as your full name, name of legal entity (if registering as a legal entity), and e-mail address. Additional information, such as payment information or identification numbers, may be requested for premium services (basic service is free) or third party services available through our Services platform.
  • You agree the information provided by you in the registration process is yours and is accurate, and includes no misrepresentation(s) of your identity or authority.
  • Upon completion of registering your account, you will be asked to create a username and password to access our Services. You agree you will take reasonable means to keep the username and password confidential.
  • You agree you will NOT give access to your account to an unauthorized third party by providing your username and password to the third party or by other means.
  • You agree the Company may display advertising relevant to you and your operation and reasonably unobtrusive to your use of our Services.

Please be aware that failure to comply with any of the above mentioned conditions, or assisting any third party in a manner that leads, or could lead, the third party to fail to comply with any of the above mentioned conditions, may lead to either the suspension or termination of your account at the Company’s discretion, with or without notice to you regarding the suspension or termination.

Third Party Services

As a component of the Services offered to you, the Company may provide access to third party applications or content. These third party services may be accessed directly through our Services or may be accessed outside of our Services through some means such as a web link to a third party’s website. While the Company will exercise diligence in regards to the third party services offered through our platform, you acknowledge and agree the Company does not own or control neither these third parties nor the services these third parties may offer.

You further acknowledge and agree the Company is not responsible for any third party service accessible through the Company’s platform, regardless of whether that particular third party service is accessed inside or outside the Company’s platform and that your use of any third party service will be governed by an agreement between the particular third party and you. Please review all documents that govern the use of any third party service before accessing or using the particular third party service.

Content Submitted

As you use our Services, you may from time-to-time submit data and information on your behalf to your repository (personal data account). We consider this data your personal information (information that can identify you personally, or can be identified as information related to you). You own the data and information you submit on your behalf to your repository and have access to that data, including the right and ability to copy or transfer that data at any time. Your personal information belongs to you exclusively, and the Company will not share that information with any third party without your explicit consent, unless compelled by court order or similar legal demand. Please see the Privacy Policy for full details.

Additionally, another user of our Services may share data with you or submit data to your repository. You acknowledge and agree that the user who shared the information with you is solely responsible for the accuracy of that information, and the Company has no liability for any errors or omissions in that information. To the extent another user of our Services submits data to your repository containing your personal information, that submitted data will be considered your personal information.

As the owner of the data contained in your repository, you are responsible for the content submitted. If you choose to share any content in your repository, you alone are responsible for the accuracy of the information. You acknowledge and agree the Company has no liability for any errors or omissions in the personal information you share with third parties.

The Company reserves the right to refuse to store, display, or distribute any content you submit, and/or delete any content you submit, if the submitted content violates any portion of these Terms of Service or the Privacy Policy.

As you use our services, you may also from time-to-time submit data and information on behalf of another user (or users) and/or submit data and information to another user’s repository (or users’ repositories). You agree you will only make such submissions in accordance with the information sharing protocols established in our Services and with the user’s consent, which is established through the information sharing protocols. You further acknowledge and agree any data and information submitted on behalf of another user and/or submitted to another user’s repository may be used by that user for any lawful purpose and that user may copy, download, upload, transfer, and/or delete such submitted data.

When data is submitted to your repository or on your behalf, either by you or another user, you grant the Company an irrevocable, non-exclusive, non-transferable, royalty-free license to the data submitted. The Company’s access to and use of the personal data you submit is detailed in the Privacy Policy. This use includes producing anonymized, non-personal data from your personal data. Anonymized data is produced from your personal data by removing all information that could personally identify you or be identified as information related to you (creating non-personal data). Non-personal information includes all data that cannot identify you personally, nor can it be identified as information related to you. (Please see the Privacy Policy for full details).

The Company exclusively owns all non-personal data and information stored, created, or produced by our Services and may use that data for any lawful purpose as the Company chooses. Any feedback the Company may receive from you, either direct feedback (email submissions, phone calls, etc.) or indirect feedback (analysis of how you and other users use our Services) will also be considered non-personal information. (Please see the Privacy Policy for full details).

Company profits related to our users’ use of our Services, both direct and tangential, such as compensation for access to derivative data sets of non-personal information, are included in the Company’s profit-sharing agreement with Grower Information Services Cooperative (GiSC). Users of our Services will be eligible to participate in those profits through the Company’s profit-sharing agreement with GiSC, if the user is a:

  • Grower – a sole proprietor or agent of a production agriculture operation who uses our Services for purposes related to the production agriculture operation, and
  • GiSC member – the user is a member of Grower Information Services Cooperative.

Payments

Users may subscribe for a basic subscription to AgXchange™ (our Services). This subscription will be free for the User. The services provisioned under the basic subscription may vary over time and are subject to change by the Company. The Company may also offer one or more premium subscriptions that will include the services included with the basic subscription plus additional or enhanced services. These premium subscriptions will be paid subscriptions at various rates and are subject to change by the Company. Additionally, the Company may offer additional third party services via the AgXchange™ platform. Those services may also include a paid subscription fee.

All accounts that include paid subscriptions will need to submit payment information (credit card information). The credit card on file for the account will be charged automatically at the beginning of each billing cycle for the proceeding billing cycle. (For instance, if billing cycle is monthly, credit card will be charged at the beginning of the month for the provision of services for that month). If your account has an unpaid balance for any reason, the Company reserves the right to deny you access to your account until the unpaid balance is satisfied. If you choose to cancel your account, any unused services paid for will be refunded to you.

In the event the Company is required to collect taxes associated with your account and/or subscription, those tax amounts will be added to your bill and collected with the subscription payment. If you, or your entity, is exempt from the tax collected, you will need to provide valid documentation of your tax exempt status. Until such documentation is provided, the tax will be collected with payment.

Intellectual Property

You acknowledge and agree the Company exclusively owns the Services, including AgXchange™. All source code, domains, graphics, text, trademarks, service marks, logos, and designs related to, or incorporated in, the Services, including updates and improvements to the Services (together “the Services Components”), are exclusively owned by the Company. The rights to third party services that are offered and accessible on the Services platform belong to the particular third party that provides the third party service.

With the exception of users’ personal information, which is the exclusive property of the particular user, and third party service provided content, which is owned by the particular third party, all content stored in, available on, or presented by the Services (together “the Services Content”) is exclusively owned by the Company.

The Company’s interest in and rights to the Services Components and the Services Content are protected by copyright, trademark, and other intellectual property laws. You acknowledge and agree that your access to and use of the Services do NOT grant you any rights, ownership or otherwise, in the Company’s property interest in the Services, including the Company’s intellectual property interest in the Services Components and the Services Content. You agree not to copy, use, distribute, transmit, or reproduce the Services, or in any other way infringe on the Company’s interest in the Services, except as expressly described in these Terms of Service.

Warranty Disclaimers, Damage Exclusions, & Liability Limitations

ALL SERVICES PROVIDED BY THE COMPANY ARE PROVIDED “AS-IS”, “WITH ALL FAULTS”, AND “AS-AVAILABLE”. THE COMPANY MAKES NO REPRESENTATION THAT THE SERVICES PROVIDED WILL SATISFY YOUR REQUIREMENTS OR OPERATE ON YOUR HARDWARE AND/OR SOFTWARE. THE COMPANY MAKES NO REPRESENTATION THAT THE SERVICES PROVIDED WILL BE SECURE, UNINTERUPPTED, OR FREE OF ERRORS ON ANY KIND. THE SERVICES PROVIDED BY THE COMPANY ARE WITHOUT ANY WARRANTY. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MERCHANTABILITY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY FOR ANY THIRD PARTY SERVICE, MATERIAL, OR CONTENT ASSOCIATED WITH OR AVAILABLE THROUGH THE SERVICES PROVIDED BY THE COMPANY.

THE COMPANY AND ITS OWNERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCE OR UNDER ANY LEGAL THEORY – TORT, CONTRACT, NEGLIGENCE, WARRANTY, OR ANY OTHER LEGAL THEORY – FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS, LOST SALES, BUSINESS INTERRUPTION, OR ANY OTHER LOSS, RELATED TO, CONNECTED WITH, OR ARISING OUT OF THE USE OF THE SERVICES PROVIDED BY THE COMPANY.

THE AGGREGATE LIABILITY OF THE COMPANY RELATED TO, CONNECTED WITH, OR ARISING OUT OF THIS AGREEMENT OR USE OF THE SERVICES PROVIDED BY THE COMPANY SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU, IF ANY, DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST INSTANCE OR OCCURRENCE THAT GAVE RISE TO THE LIABILTY.

In jurisdictions that do not allow limitation of liability for damages or the exclusion of implied warranties, the Company’s liability will be limited to the greatest extent permitted by law.

Indemnity

You agree to defend and indemnify the Company and its owners, directors, managers, employees, agents, and affiliates against any and all claims, demands, suits or other legal proceedings brought against us by a third party related to, connected with, or arising from your use of our Services, including any data or content you submit, if that use of our Services in any way: (i) breaches, or is in violation of, these Terms of Service or the Privacy Policy; or (ii) violates such third party’s intellectual property, copyright, or privacy rights.

You agree this indemnity includes a duty to defend that requires you to pay for reasonable attorneys’ fees, including attorney(s) of our choice, court costs, judgments, settlements, and other disbursements. You agree to cover these fees, costs, and disbursements regardless of whether the claim is settled or is fully litigated.

Arbitration

You agree you will contact us by email regarding any claim or dispute you have related to, connected with, or arising from your use of our Services, these Terms of Service, and/or the Privacy Policy. You will contact us at info@agproexchange.com and provide your name, username, email address (for ongoing correspondence), and a description of your dispute.

If we are unable to resolve the dispute to your satisfaction within a reasonable period of time, not to exceed ninety (90) days, you agree to have the claim resolved in binding arbitration. You acknowledge and agree each claim related to, connected with, or arising from your use of our Services, these Terms of Service, and/or the Privacy Policy must be brought in a separate binding arbitration proceeding and CANNOT be merged or joined with any other claim, including claims by any other party. The binding arbitration proceeding will be administered by the American Arbitration Association and will take place in Lubbock, Texas. You consent to the judgment rendered by the arbitrator as binding and final and irrevocably waive your right to adjudicate the claim in any other court or forum.

Additional Terms

Force Majeure

You acknowledge and agree the Company is not liable for failing to perform or deliver the Services under this Agreement as the result of any event beyond its control. Events beyond its control would include, among other things, events such as acts of God, acts of governments, terrorism, riots, civil unrest, communication failures or disruptions (including loss of internet access), and cyberattacks.

Entire Agreement

This Agreement constitutes the entire and exclusive agreement between the parties and supersedes all other written or oral agreements.

Severability

If a provision of this Agreement is found to be invalid or unenforceable, in part or in whole, that provision will be enforced to the maximum extent possible and all other provisions of the Agreement will remain in force.

Waiver

The failure of either party to exercise or enforce any provision of this Agreement is NOT a waiver of the right to exercise or enforce the same provision, or any other provision of the Agreement, at any time in the future.

Cancellation & Termination

You may cancel your account and stop using our Services at any time. Please contact us at info@agproexchange.com to notify us regarding your cancellation. Your personal information will be deleted and removed from our system within a period of time not to exceed sixty (60) days. If you would like a copy of the data and information contained in your repository, please, within 72 hours of cancellation, either transfer a copy of that data or request we deliver you the data in an electronic format (delivery fee may apply).

Your access and use of the Services may be terminated if we reasonably believe you have breached these Terms of Service. We will attempt to notify you of such action and allow you to reply under most circumstances, but retain the right to terminate your account without notice. Upon termination of your account, you will be prohibited from accessing our Services and we will take necessary steps to prevent your unauthorized access.

Please be aware the following provisions of these Terms of Service shall survive the cancellation or termination of your account and this Agreement:

  • Warranty Disclaimers, Damage Exclusions, & Liability Limitations
  • Indemnity
  • Arbitration

Assignment

The Company may freely transfer or assign its rights or obligations under this Agreement. You may not transfer or assign your rights and obligations under these Terms of Service without our express written consent.

Law & Forum

All matters related to, connected with, or arising from this Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law provisions. Notwithstanding the Arbitration provision of these Terms of Service, the parties hereby submit to the jurisdiction of the state courts in Lubbock, Texas and the federal courts of the Northern District of Texas. The parties agree that venue is proper in those courts.

Amendments

We reserve the right to change these Terms of Service or the Privacy Policy at any time. If a change is made to either these Terms of Service or the Privacy Policy, you will be notified. Your continued access and use of the Services after the change will constitute your consent to the amended Terms of Service and/or Privacy Policy. If you do not consent to the amended Terms of Service and/or Privacy Policy, please discontinue your use of the Services.

Definitions

Aggregated Data Set – A set of data that is the result of combining data elements from different sources. Data included in the aggregated data set will be anonymous, non-personal information.

Anonymized Data – A process of sufficiently editing data so that any and all data that could identify you or could be identified as your personal information is removed. Also known as de-identified information.

Non-personal Information – Includes all information that can neither identify you personally, nor be identified as information related to you.

Personal Information – Data or information that can identify you personally, or can be identified as information related to you.

Repository – A user’s personal data account within AgXchange™ in which the user’s data is submitted and collected. The data collected is normalized, integrated, and stored in the user’s repository.