AGROMENTUM\FIELDIN TERMS AND CONDITIONS
Please read this Agreement (“Terms and Conditions“) carefully before using the system of AGROMENTUM LTD. \ FIELDIN INC (the “Company“). The Company has developed, operates and markets overall system which include mobile application designed to manage a farm pest control (hereinafter respectively “System” and “Mobile App“). By using the System and the Mobile App, you hereby express your consent to this Terms and Conditions and you agree to receive the Company’s Service as a Company customer.
The term AGROMENTUM LTD\ FIELDIN INC or ‘us’ or ‘we’ refers to the owners of the System and this Mobile App and the Website ___________ (“Website“), their affiliates and subsidiaries, and is used only for convenience and not intended to be an accurate description of ownership, operation or corporate/legal relationships. The term ‘you’ refers to the user or viewer of our Mobile App and / or Website.
The System includes the following components: (1) hardware installed on user’s instrumentation (the “Hardware“); (2) Fieldin Mobile App. The Company’s System Mobile App, Website, features and services therein are the “Services“.
It is clarified that for the use of the Hardware, you must use the Mobile App, all in accordance to these Terms. You are also notified and agree that you will use the Hardware in accordance with the manufacturer’s instructions supplied to you with the Hardware.
Subject to the terms and conditions set forth herein, the Company hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make solely internal business use of the Services for your internal business purposes, only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof.
- Limitations on Use
You undertake to use the Services solely for the internal business purposes and subject to the payment of the fees, agreed between you and Company in writing. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or any of your rights under these Terms with/to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Services and/or the Company’s IPR (as defined below) and/or use the Services as a service bureau; (iii) refer to the Services by use of framing and/or deep-linking; (iv) make use of the Services in any jurisdiction where same are illegal or which would subject the Company or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) access the Services through or use with the Services any unauthorized means, services or tools including without limitation any data mining, robots, or similar automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Services; (viii) distribute, publish, send, or facilitate the sending of any advertisements, spam, inappropriate, inaccurate, misleading, fraudulent, libelous, defamatory, offensive, threatening, abusive or otherwise illegal content or content which infringes Intellectual Property Rights of third parties or their right for privacy; (ix) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (x) create false personas, multiple identities, multiple user accounts, set up an account on behalf of someone other than yourself; (xi) attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
- Ownership of Proprietary Rights
The Services and/or Submitted Materials (defined below), including without limitation any underlying data, software, platforms, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, application “look and feel” and features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Company’s IPR“) are the property of the Company and/or its respective affiliates which retains all right, title and interest in connection therewith. No transfer or grant of any rights by the Company is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Company’s IPR or otherwise, except for the limited license set forth in Section 2 above. In the event that by operation of law any of the Company’s IPR is not owned in its entirety by the Company automatically upon its creation, then you hereby assign and agree to assign to the Company the exclusive ownership of such Company’s IPR free of any charge or encumbrance. You agree to assist the Company, at Company’s expense, to obtain for the Company and enforce any Intellectual Property Rights for Company’s IPR worldwide. You will execute any documents that the Company may reasonably request for use in obtaining or enforcing such Company’s IPR and other legal protections. “Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
- Submitted Materials
- Submitted Materials. You shall have sole responsibility and liability for Submitted Materials. The Company shall not be liable for any and all parts of the Submitted Materials and shall be entitled, under its sole discretion, to remove or edit any of the Submitted Materials at the Company’s sole discretion and without notice or explanation. Nothing in these terms obligates the Company to display your submitted materials or to use it at all or in a certain manner. You may not include privately identifiable information in your Submitted Materials.
- Representations and Warranties. You represent and warrant to the Company that your Submitted Materials: (i) comply with and will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including any intellectual property rights and the right to privacy, (ii) do not contain any threatening, offensive, racist, hateful, violent, sexually explicit, obscene, libelous, defamatory or otherwise inappropriate or any commercial content, (iii) are free from any restrictions, third party rights, payment obligations and/or royalties (including without limitation to any collecting societies).
- “Submitted Materials” shall mean any and all material, text, feedbacks. content, measurements, videos, photographs and information or other data provided and/or uploaded by you to the Services.
All data and information related to the Services and/or to the Company or its affiliates, including without limitation all Submitted Materials, are confidential information of the Company (“Confidential Information”). You agree to keep confidential and not disclose or use any Confidential Information except to support your use of the Services. You shall restrict disclosure of Confidential Information to those of your fellow employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. You will not disclose any information regarding the
- Your Account
You are solely responsible for any actions performed in the Services under your user name and password. Keeping your password safe is your sole responsibility. If you have any reasons to suspect that your password was discovered by any third party or that there was an unauthorized access to your account you will immediately notify the Company and modify your Login Information. The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services.
- User Warranties and Representations
You represent and warrant to the Company that: (a) you have, and will have at all times, all permits, consents and right, title and interest in connection with the Services and as required to fulfill your obligations and grant to the Company any and all rights, licenses and consents hereunder, including without limitation in respect of the Submitted Material; (b) you and your use of the Services will comply with all applicable laws.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE COMPANY’S IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION THE COMPANY’S IPR ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE COMPANY’S IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COMPANY’S IPR OR SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE COMPANY’S IPR. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL THE COMPANY AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT DEROGATING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, OR RELIANCE ON ANY OF THE COMPANY’S IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY THE COMPANY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold the Company and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) any use of your account and/or your use of the Services; (ii) any third party claim in respect of the Submitted Materials; (iii) any breach of these Terms.
- Third Party Content
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or the Company’s IPR immediately (including without limitations the license set forth in Section 2 above), at our sole discretion and without notice. Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1, 5, 6, 8-15.
(i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel-Aviv. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that the Company has the right, at any time and for any reason, to redesign or modify the Company’s IPR and other elements of the Services or any part thereof; (iv) these Terms and the written agreement between you and the Company is the entire agreement between you and the Company regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties. These Terms do not derogate from any terms and conditions of the written agreement between the Company and you; (v) the Company may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of the Company. Any unauthorized assignment will be void and of no force or effect; (vi) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and the Company any rights, remedies or other benefits under or by reason of these Terms; (vii) The Company’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by the Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN ESPECT THEREOF. If you have any further questions or require further clarification, please contact us by sending an email to: firstname.lastname@example.org
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