A.G.LandSpecs

Terms & Conditions

1.                  Recitals.

1.1              AGLandSpecs LLC, is a North Dakota limited liability company, Grand Forks, ND 58201 (“AGLS”, “us”, or “we”).

1.2              AGLS is engaged in the business of providing an agricultural farmland report, and products stemming from the aforementioned (collectively, the “Service and Deliverables”) in exchange for Service Fees.

4.                  Licenses.

4.1              Our License to You. The Service and Deliverables may include websites, reports, programs, or other deliverables developed by AGLS. Subject to your compliance with this Agreement, AGLS gives you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Service and Deliverables and related websites, programs, and reports

4.2              Your License to Us. If you upload, submit, store, send, receive, or share Content with us, or otherwise use your Content in connection with the Service and Deliverables, you give us a worldwide, nonexclusive, perpetual, unrestricted, and royalty-free license to use your Content as necessary to comply with this Agreement.

4.3              Third Party Software. The Service and Deliverables may integrate services or software developed by Third Parties. By using the Service, you acknowledge you have read and agree to be bound by each Third-Party services, terms, conditions, and Software license agreement (“Third Party Services and Software Agreement”). You shall not breach any Third-Party Services and Software Agreements.

5.                  Fees; Taxes.

5.2              Taxes.

(a)                Taxes. You shall pay all Taxes due and owing under Applicable Law.

(b)               Tax Returns. You shall file all Tax Returns required under Applicable Law.

(c)                Withholding. We reserve the right to withhold Taxes and remit the withheld amounts to the applicable tax authority (“Tax Withholding”). You consent to this and shall cooperate with our Tax Withholding.

5.3              Date and Time of Charge. AGLS reserves the right to determine the date and time the Service Fees are charged. AGLS reserves the right to change the date and time the Service Fees are charged without notice to you.

6.                  Geographical Restriction. AGLS reserves the right to restrict the geographic availability of the Service and Deliverables or website at any time.

7.                  Your Factual Representations. In addition to the other factual representations you make in this Agreement, you represent to us the following facts are true:

7.1              You are 18 years of age or older.

7.2              You have the right to use the Content uploaded or provided for the Service and Deliverables.

7.3              If you are a Business Entity, you are authorized to use the Service and Deliverables on behalf of the Business Entity.

7.4              Any information you give to us, including but not limited to your name, address, phone number, email, and identification is accurate and complete.

7.5              You have not and are not infringing on any Person’s intellectual property rights.

8.                  Your Obligations. In addition to the other obligations stated in this Agreement, you are bound by the following obligations:

8.1              You shall comply with all Applicable Laws.

8.2              You shall not breach any other Person’s legal or contractual rights, including privacy and intellectual rights.

8.3              You shall not abuse, harm, interfere with, or disrupt the Service and Deliverables. For example, you must not access or use the Service and Deliverables in fraudulent or deceptive ways, introduce malware, spam, hack, bypass systems, or bypass protective measures.

8.4              You shall not copy, modify, distribute, or sell the Service and Deliverables to any other Person.

8.5              You shall not copy, modify, distribute, sell, or license our Service and Deliverables without out AGLS prior approval”.

9.                  Breach. If AGLS determines, in its sole and absolute discretion, that you have breached (whether material or not) this Agreement, the Privacy Policy, or any Third-Party Services and Software, AGLS can take any action permitted by Applicable Law, including but not limited to, suspending access to the website, Services and Deliverables or terminating your account with us.

10.              Relationship.

10.1          No Agency Relationship. AGLS is not your agent. You are not our agent.

10.2          No Joint Venture or Partnership. AGLS is not your joint venturer or partner.

10.3          Microsoft and other Third Parties. AGLS is not affiliated with, partnered with, nor is an agent of any other Third-Party.

10.4          No Fiduciary Relationship. AGLS has no fiduciary relationship with you.

11.              No Professional Advice. You acknowledge, understand, and agree that:

11.1          AGLS provides no advice of any kind whatsoever.

11.2          You alone are responsible for all corporate, tax, securities and other legal reporting, payment and compliance aspects of your personal and business activities.

11.3          Any information, forms, and materials provided by AGLS are provided to you for informational and educational purposes only and do not constitute advice.

11.4          AGLS has not formed any privileged relationship with you. If you communicate with us, then your communication may not be subject to any confidentiality restrictions.

12.              Indemnification. You agree to indemnify, defend, and hold harmless the AGLS Parties from and against any and all Claims arising out of or related to: (a) your use of the website or the Service and Deliverables; (b) your sharing of the Service or Deliverables with Third Parties; (c) your Content; (d) your breach of this Agreement; or (e) your actions or omissions.

13.              DISCLAIMERS AND WAIVERS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU, FOR YOURSELF AND ON BEHALF OF YOUR RELATED PARTIES, AGREE AS FOLLOWS:

13.1          DATA/CONTENT LOSS DISCLAIMER. AGLS is not responsible for any Content data loss that may. YOU are encouraged to maintain YouR own backup systems and data recovery plans.

13.2          WARRANTY DISCLAIMER. WE PROVIDE OUR SERVICES AND DELIVERABLES “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AS A POINT OF CLARIFICATION AND NOT LIMITATION, AGLS DOES NOT MAKE ANY WARRANTIES ABOUT THE CONTENT OR FEATURES OF THE SERVICE, INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, QUALITY, SUITABILITY, SAFETY, OR ABILITY TO MEET YOUR NEEDS.

13.3          NEGLIGENCE LIABILITY WAIVER. YOU IRREVOCABLY WAIVE ALL ORDINARY NEGLIGENCE CLAIMS AGAINST AGLS AND THE AGLS PARTIES. YOU DO NOT WAIVE CLAIMS FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

13.4          WAIVER ON LIMITATIONS ON DAMAGES. WITH THE EXCEPTION OF ACTUAL DAMAGES, YOU IRREVOCABLY WAIVE ALL OTHER DAMAGES, INCLUDING BUT NOT LIMITED TOTHE FOLLOWING DAMAGES:

(a)                LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS.

(b)               INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

(c)                PUNITIVE DAMAGES.

13.5          JURY WAIVER. YOU IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL.

14.              Agreement Construction and Application.

14.1          Definitions. In addition to terms defined in the body of this Agreement, the following terms shall have the following meanings:

(a)                “Applicable Law” means all applicable international, federal, state, and local laws, regulations, ordinances, resolutions, and treaties.

(b)               “Business Entity” means any firm, partnership, association, corporation, limited liability company, company, trust, or other business organization.

(c)                “Claims” include any obligation, contractual duty, promise, covenant, agreement, contract, representation, warranty, charge, complaint, dispute, difference, legal duty (including the duty of care and any fiduciary duty), claim, liability, controversy, damages, injuries, relief, remedy, action, cause of action, suit, lawsuit, debt, right, demand, cost, loss, and expense, whether known or unknown, suspected or unsuspected, asserted or unasserted, accrued or contingent, past or future, direct or indirect, Third-Party, at law or in equity.

(d)               “Content” means any of your data, including but not limited to payment information, personal information, photographs, and video.

(e)               “Parties”, without additional qualification, means AGLS and you.

(f)                 “Party”, without additional qualification, means either AGLS or you.

(g)                “Person” means any natural person, firm, partnership, association, corporation, limited liability company, company, trust, other organization (whether or not a legal entity), public body or government agency.

(h)               “AGLS Parties” means AGLS and AGLS’s members, governors, managers, officers, employees, agents, contractors, insurers, representatives, attorneys, successors, and assigns.

(i)                  “Tax Returns” includes all tax returns related to Taxes.

(j)                 “Third Parties” means any Person not a Party to this Agreement.

(k)                “Taxes” means income, sales, use, excise, value-added, property, or similar taxes, levies, or duties pursuant to Applicable Law.

(l)                  “You” means you, the user of the Service.

(m)             “Your Related Parties” means you and your members, shareholders, partners, general partners, limited partners, governors, directors, managing partners, managers, officers, employees, agents, contractors, insurers, representatives, attorneys, successors, and assigns.

14.2          Entire Agreement. This Agreement and its exhibits constitute the entire understanding between the Parties with respect to this Agreement subject matter. This Agreement supersedes all other representations, warranties, agreements, whether written or oral, between the Parties.

14.3          No Reliance or Inducement. If any party has made any representation to another party that is not contained in this Agreement, such party represents to each other party that it has not relied upon the representation and it has not induced it to enter into this Agreement.

14.4          Governing Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of North Dakota.

14.5          No Third-Party Beneficiaries. This Agreement has no Third-Party beneficiaries.

14.6          Further Assurances. The Parties shall execute all documents and perform such other acts as may be reasonably necessary or expedient to further the purposes of this Agreement.

14.7          Modification. No change or modification of this Agreement shall be valid without AGLS’s written consent.

14.8          Drafting of Agreement. This Agreement shall not be construed or interpreted for or against any party hereto because that party drafted or caused the party’s legal representative to draft any of its provisions.

14.9          Force Majeure. In no event shall AGLS be responsible or liable to you for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, viruses, bacteria, pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications, or computer (data, software and hardware) services.

14.10      Headings. Headings are included for reference purposes only and are not to be given any substantive effect.

14.11      No Implied Waivers. If a party delays or fails in exercising its right or remedy, such delay or failure shall not operate as an implied waiver.

14.12      Severability. If any court holds a provision of this Agreement is unenforceable, then:

(a)                that provision shall be modified to the minimum extent necessary to make the provision enforceable;

(b)               the rest of this Agreement will remain in effect as written; and

(c)                any unenforceable provision shall remain as written in any circumstances other than those in which the provision is held to be unenforceable.

14.13      Survival. Each party’s representations and obligations under this Agreement survive this Agreement and therefore shall continue in full force and effect. 

14.14      Binding Provisions. This Agreement binds each party and each party’s heirs, personal representatives, successors, and assigns.

14.15      Assignment. This Agreement is personal to you. You shall not assign your rights or delegate your duties without AGLS’s written consent, which may be withheld for any reason or no reason at all. AGLS reserves the right to assign its rights and delegate its duties without your consent.

14.16      Binding Agreement. This Agreement constitutes a legally binding contract between you and AGLS. You represent to us that: (1) you’ve carefully read this Agreement; (2) you’ve had a meaningful opportunity to communicate to us your questions, comments, and concerns related to this Agreement; (3) you understand that the Agreement is not a “take-it-or-leave it” contract and that you can negotiate the terms of this Agreement; (4) you understand you may engage another vendor for the same or similar service; (5) the Service is not a public or essential service; and (6) you are under no duress, menace, threat, coercion, or compulsion to sign this Agreement.