Important: This Agreement governs your subscription to Soiltech Insights, our farm management software-as-a-service platform. By subscribing, you agree to a non-cancellable, non-refundable annual commitment. Please read these terms carefully before completing your Registration Form or purchase order.
1.1 By subscribing to Soiltech Insights (the "Service"), a farm management software-as-a-service platform provided by Soiltech Wireless Inc. ("Soiltech") through its web portal at https://webapp.soiltechwireless.com, https://www.soiltechinsights.com, any other Soiltech owned domains/web services and and associated mobile application (collectively, the "Site"), the Registered User acknowledges that it has read, understood, and agrees to be bound by these Subscription Terms and Conditions (the "Agreement").
1.2 Soiltech provides the Service solely on the terms and conditions set forth in this Agreement. By completing a Registration Form, submitting a purchase order, or otherwise accessing the Service, the Registered User accepts and agrees to comply with this Agreement in its entirety.
1.3 This Agreement is supplemental to and incorporates by reference Soiltech's General Terms and Conditions (available at https://www.soiltechwireless.com/generaltandc) (the "General Terms"), Soiltech's Website Terms and Conditions (available at https://www.soiltechwireless.com/websitetandc), and Soiltech's Privacy Policy (available at https://www.soiltechwireless.com/privacy). By subscribing to the Service, Registered User accepts and agrees to be bound by each of the foregoing. In the event of any conflict between this Agreement and the General Terms, the terms of this Agreement shall control to the extent of such conflict.
1.4 Soiltech reserves the right to update or modify these terms at any time by posting the revised terms on the Site. Continued use of the Service following any such modification constitutes acceptance of the updated terms.
"Aggregated Statistics" means data and information related to Registered User's use of the Service that is used by Soiltech in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Service.
"Authorized User" means Registered User's employees, consultants, contractors, and agents identified on the Registration Form who are authorized by Registered User to access and use the Service under the rights granted in this Agreement.
"Beacon" means a multi-functional device offered by Soiltech capable of measuring moisture, temperature, humidity, and location, and wirelessly transmitting such data to the Service.
"Beacon Data" means all data collected by a Beacon, including any Environment-related data, Output data, and any other data transmitted by a Beacon to the Service.
"Confidential Information" means non-public information about Soiltech's business affairs, products, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written or electronic form.
"Documentation" means Soiltech's user manuals, handbooks, and guides relating to the Service provided to Registered User.
"Environment-related Data" means all data collected by the Registered User's Beacon directly by the Beacon or via a Gateway.
"Fees" means the subscription fees and any other charges payable by Registered User to Soiltech for access to and use of the Service, as set forth in the applicable Registration Form, purchase order, or pricing schedule.
"Gateway" means a portal for multiple sensors to connect that transmits the Beacon data to Soiltech, which can be a SIM, satellite, ethernet, or other type of gateway.
"Intellectual Property" means all patents, patent applications, patent rights, inventions, discoveries, trademarks, trade names, trade dress, logos, packaging design, slogans, copyrights, trade secrets, know-how, proprietary information, and all related rights and protections.
"Output Data" means the output data that Soiltech generates through the Service and its models.
"Product" means: (i) the Beacon; (ii) a Gateway if specified; (iii) Data specific to the Registered User sent by Soiltech to the Registered User; (iv) productivity solutions as suggested by Soiltech; or (v) any combination of the above.
"Registered User" means the individual, farm operation, corporation, governmental organization, or other legal entity that has executed a Registration Form and is authorized to access the Service.
"Registered User Data" means information that is submitted by or on behalf of Registered User or an Authorized User through the Site, excluding Aggregated Statistics and Feedback.
"Registration Form" means the form filled out and submitted by or on behalf of Registered User and accepted by Soiltech for Registered User's access to the Service.
"Renewal Term" has the meaning set forth in Section 13.1.
"Soiltech IP" means the Site, the Service, the Documentation, and any of Soiltech's Intellectual Property provided to Registered User or any Authorized User in connection with the foregoing. For avoidance of doubt, Soiltech IP includes Aggregated Statistics, Feedback, and any information, data, or other content derived from Soiltech's provision of the Service, but does not include Beacon Data or Registered User Data.
"Subscription Term" means the Initial Term and any Renewal Terms, as defined in Section 13.
"Third-Party Products" means any third-party products provided with, made available through, or incorporated into the Service.
In order to use the Service, Registered User must: (a) provide certain current, complete, and accurate information about the Registered User and Authorized Users as prompted by the Registration Form; and (b) maintain and update such registration information as required to keep it current, complete, and accurate. If any Registration Data is untrue, inaccurate, not current, or incomplete, Soiltech may terminate Registered User's account and access to the Service.
In order for the Service to operate properly, the Registered User must: (a) correctly install the Beacons, (b) ensure the Beacons are transmitting data to the Site, and (c) correctly configure the Beacons through the Site. Soiltech is not responsible for the availability or accuracy of Beacon Data. Nothing in this Agreement constitutes a warranty with respect to the availability, completeness, or accuracy of Beacon Data, and Registered User acknowledges that Beacon Data is subject to hardware performance, environmental conditions, connectivity, and other factors outside of Soiltech's control.
Subject to and conditioned on Registered User's compliance with these terms, Soiltech grants Registered User a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, solely for use by Authorized Users in accordance with this Agreement. Such use is limited to Registered User's internal use only. Soiltech shall provide Registered User the necessary passwords and network links or connections to allow access to the Service.
Soiltech hereby grants Registered User a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Subscription Term solely for Registered User's internal business purposes in connection with its use of the Service.
Registered User shall not use the Service for any purposes beyond the scope of this Agreement. Registered User shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of the Service or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service; (d) remove any proprietary notices from the Service or Documentation; (e) use the Service or Documentation in any manner that infringes, misappropriates, or otherwise violates any person's intellectual property or other rights; or (f) use the Service to compete with Soiltech or to develop a competing product or service.
Soiltech reserves all rights not expressly granted to Registered User in this Agreement. Nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Registered User or any third party any Intellectual Property rights or other right, title, or interest in or to the Soiltech IP.
Soiltech reserves the right to establish limits on memory, storage, processing power, bandwidth, and other resources that the Registered User may utilize through the Service. Soiltech assumes no responsibility for the deletion of, or failure of the Service to store, the Registered User's transmissions, data, or postings.
Soiltech may monitor Registered User's use of the Service and collect and compile Aggregated Statistics. As between Soiltech and Registered User, all right, title, and interest in and to Aggregated Statistics, and all Intellectual Property rights therein, belong to and are retained solely by Soiltech. Soiltech may: (a) make Aggregated Statistics publicly available in compliance with applicable law, and (b) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Registered User or Registered User's Confidential Information.
As between Soiltech and Registered User, all right, title, and interest in Beacon Data and all other Registered User Data, and all Intellectual Property rights therein, belong to and are retained solely by the Registered User. However, Soiltech may monitor Registered User's use of Beacons and the Gateway and collect and compile Beacon Data. Soiltech shall solely collect, store, use, and remove Beacon Data as described in its Privacy Policy. Soiltech has the right to collect and use Beacon Data it receives via the Beacon and the Gateway for continued improvement of its products and services, and, provided it does not reveal Registered User's identity, any other purpose it deems appropriate. Aggregated and anonymized data may be used at Soiltech's discretion commercially or otherwise, provided that it cannot be traced to a Registered User as such.
5.1 General. Registered User is responsible and liable for all uses of the Soiltech IP resulting from access provided by Registered User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Registered User is responsible for all acts and omissions of Authorized Users. Any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Registered User will be deemed a breach by Registered User.
5.2 Third-Party Products. Soiltech may from time to time make Third-Party Products available to Registered User. Such Third-Party Products are subject to their own terms and conditions and any applicable flow-through provisions. If Registered User does not agree to abide by the applicable terms for any such Third-Party Products, then Registered User may not install or use such Third-Party Products.
(a) Registered User shall pay Soiltech the Fees as set forth in the applicable Registration Form, purchase order, or pricing schedule, without offset or deduction. Any disputes relating to payment must be made within thirty (30) days from the time Soiltech billed or invoiced Registered User. Fees will be automatically charged to the credit card or transferred from the bank account provided by Registered User on the Registration Form. Registered User must provide Soiltech with a valid credit card (Visa, MasterCard, or any other issuer accepted by Soiltech, each a "Payment Provider") or ACH information as a condition of signing up for the Service.
(b) Soiltech reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Site or by email delivery to Registered User.
IMPORTANT: The subscription is non-cancellable and non-refundable. Please read this section carefully.
(A) THE SUBSCRIPTION IS NON-CANCELLABLE DURING THE THEN-CURRENT SUBSCRIPTION TERM. ONCE A SUBSCRIPTION TERM HAS COMMENCED, REGISTERED USER IS OBLIGATED TO PAY THE FULL FEES FOR THE ENTIRE SUBSCRIPTION TERM, REGARDLESS OF WHETHER REGISTERED USER ACTUALLY USES THE SERVICE OR ELECTS TO STOP USING THE SERVICE BEFORE THE END OF THE SUBSCRIPTION TERM.
(B) NO REFUNDS WILL BE ISSUED FOR ANY REASON, INCLUDING WITHOUT LIMITATION: (I) PARTIAL USE OF THE SERVICE; (II) DISSATISFACTION WITH THE SERVICE; (III) CHANGES IN REGISTERED USER'S FARMING OPERATIONS, ACREAGE, OR BUSINESS NEEDS; (IV) FAILURE TO USE THE SERVICE; (V) VOLUNTARY CANCELLATION OR REQUEST TO TERMINATE BEFORE THE END OF THE SUBSCRIPTION TERM; OR (VI) ANY OTHER CIRCUMSTANCE NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
(c) Registered User acknowledges and agrees that this no-refund, non-cancellable commitment is a material term of this Agreement and that Soiltech's pricing and resource allocation are based on Registered User's binding commitment for the full Subscription Term.
If Registered User fails to make any payment when due (or if Soiltech's attempt to charge fees fails), then, without limiting Soiltech's other rights and remedies: (i) Soiltech may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Registered User shall reimburse Soiltech for all costs incurred in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, Soiltech may suspend Registered User's access to any portion or all of the Service until such amounts are paid in full. Suspension does not relieve Registered User of its obligation to pay the full Fees for the Subscription Term.
If Registered User purchased Beacon(s) at a discounted price in exchange for agreeing to a longer Subscription Term, Registered User acknowledges and agrees that: (a) the discounted pricing was provided to incentivize the Registered User's commitment to a longer-term subscription, and (b) but for Registered User's agreement to commit to a longer Subscription Term, Soiltech would not have agreed to discount prices for the Beacon. As such, if Registered User terminates this Agreement before the end of the agreed term, or if Soiltech terminates this Agreement because of Registered User's breach, then, in addition to any other fees and costs owed to Soiltech as a result of such early termination, Registered User will be liable to Soiltech for the difference between the discounted price and the full retail price for the Beacon.
All Fees and other amounts payable by Registered User under this Agreement are exclusive of taxes and similar assessments. Registered User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Registered User hereunder, other than any taxes imposed on Soiltech's income.
7.1 Soiltech may temporarily suspend Registered User's and any Authorized User's access to any portion or all of the Service if Soiltech reasonably determines that: (i) there is a threat or attack on any of the Soiltech IP; (ii) Registered User has breached the terms of any agreement or policy concerning the Site; (iii) Registered User's or any Authorized User's use of the Soiltech IP disrupts or poses a security risk to the Soiltech IP or to any other customer or vendor; (iv) Registered User, or any Authorized User, is using the Soiltech IP for fraudulent or illegal activities; (v) subject to applicable law, Registered User has ceased to continue its business in the ordinary course; or (vi) Soiltech's provision of the Service is prohibited by applicable law.
7.2 Soiltech shall use commercially reasonable efforts to provide written notice of any Service Suspension and to provide updates regarding resumption of access. Soiltech will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Registered User or any Authorized User may incur as a result of a Service Suspension.
7.3 A SERVICE SUSPENSION DOES NOT RELIEVE, REDUCE, OR OTHERWISE AFFECT REGISTERED USER'S OBLIGATION TO PAY THE FULL FEES FOR THE ENTIRE SUBSCRIPTION TERM.
8.1 From time to time during the Subscription Term, Soiltech may disclose or make available to Registered User Confidential Information. Confidential Information does not include information that, when disclosed to Registered User, is: (a) in the public domain; (b) known to Registered User, as demonstrated by Registered User's written records; (c) rightfully obtained by Registered User on a non-confidential basis from a third party; or (d) independently developed by Registered User without reliance on Soiltech's Confidential Information.
8.2 Registered User shall not disclose Soiltech's Confidential Information to any person or entity, except to the Registered User's employees who have a need to know the Confidential Information for the Registered User to exercise its rights or perform its obligations under this Agreement. Registered User may disclose Confidential Information to the limited extent required to comply with a court order or other governmental body, or as otherwise necessary to comply with applicable law, provided that Registered User must first give written notice to Soiltech and must make a reasonable effort to obtain a protective order.
8.3 On the expiration or termination of the Agreement, Registered User shall promptly return to Soiltech all copies, whether in written, electronic, or other form or media, of Soiltech's Confidential Information, or destroy all such copies and certify in writing to Soiltech that Registered User has destroyed such Confidential Information. Non-disclosure obligations with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date each item of Confidential Information was first disclosed to Registered User; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
9.1 Soiltech IP. Registered User acknowledges that, as between Registered User and Soiltech, Soiltech owns all right, title, and interest, including all Intellectual Property rights, in and to the Soiltech IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property rights, in and to the Third-Party Products.
9.2 Registered User Data; Beacon Data. As between Soiltech and Registered User, Registered User owns all right, title, and interest, including all Intellectual Property rights, in and to the Registered User Data and the Beacon Data. Registered User hereby grants to Soiltech a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Registered User Data and the Beacon Data as may be necessary for Soiltech to provide the Service to Registered User, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Registered User Data and the Beacon Data incorporated within the Aggregated Statistics.
9.3 Feedback. If Registered User or any of its employees or contractors sends or transmits any communications or materials to Soiltech by mail, email, telephone, or otherwise, suggesting or recommending changes to the Soiltech IP, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Soiltech is free to use such Feedback irrespective of any other obligation or limitation. Registered User hereby assigns to Soiltech on Registered User's behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in, and Soiltech is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
Soiltech warrants that, for one year after delivery of the Product to Registered User ("Warranty Period"), the Product will be free of defects in materials and workmanship. The foregoing warranty does not cover, and Soiltech makes no warranty with respect to: (i) failures not reported in writing or orally to Seller within the Warranty Period except for latent defects; or (ii) failures or damage due to negligence (other than Seller's), use other than in accordance with the accompanying technical data sheet and instructions, accident, abuse, improper installation, improper operation or maintenance, or abnormal conditions of temperature, moisture, or corrosive matter.
THE SOILTECH IP AND THE SERVICE ARE PROVIDED "AS IS" AND SOILTECH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SOILTECH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOILTECH MAKES NO WARRANTY OF ANY KIND THAT THE SOILTECH IP, OR ANY SERVICE OR RESULTS OF THE USE THEREOF, WILL MEET REGISTERED USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
REGISTERED USER UNDERSTANDS THAT THE BEACONS CANNOT DETECT DISEASES OR PATHOGENS OF ANY KIND. TO THE EXTENT THAT THE SERVICE PROVIDES INDICATORS WITH RESPECT TO DISEASE, REGISTERED USER UNDERSTANDS THAT SUCH INDICATORS MERELY IDENTIFY THE EXISTENCE OF CERTAIN CONDITIONS (E.G., MOISTURE OR TEMPERATURE) THAT MAY MAKE CERTAIN SOIL SUSCEPTIBLE TO DISEASE. THOSE INDICATORS ARE NOT PROOF OF ANY KIND THAT DISEASE DOES OR DOES NOT EXIST AT THAT LOCATION. REGISTERED USER IS SOLELY RESPONSIBLE FOR EXAMINING THE LOCATION AND MAKING ITS OWN INDEPENDENT DETERMINATION OF WHETHER DISEASE IS PRESENT AND WHETHER ANY CORRECTIVE ACTION IS REQUIRED. SOILTECH MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PRESENCE OR ABSENCE OF ANY SUCH DISEASE AND DISCLAIMS ALL LIABILITY FOR SUCH MATTERS.
REGISTERED USER ACKNOWLEDGES THAT AGRICULTURAL OUTCOMES ARE SUBJECT TO NUMEROUS VARIABLES OUTSIDE SOILTECH'S CONTROL INCLUDING WEATHER, SOIL CONDITIONS, PEST PRESSURE, EQUIPMENT PERFORMANCE, AND AGRONOMIC MANAGEMENT DECISIONS. SOILTECH EXPRESSLY DISCLAIMS ANY LIABILITY FOR AGRICULTURAL OUTCOMES WHETHER OR NOT REGISTERED USER USED THE SERVICE IN CONNECTION WITH THOSE OUTCOMES.
11.1 Soiltech Indemnification. Soiltech shall indemnify, defend, and hold harmless Registered User from and against any losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Registered User resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Service or the Products, or any use of the Service or the Products in accordance with this Agreement, infringes or misappropriates such third party's United States Intellectual Property rights, provided that Registered User promptly notifies Soiltech in writing of the claim, cooperates with Soiltech, and allows Soiltech sole authority to control the defense and settlement of such claim.
11.2 Registered User Indemnification. Registered User shall indemnify, hold harmless, and, at Soiltech's option, defend Soiltech from and against any Losses resulting from any Third-Party Claim that the Registered User Data, or any use of the Registered User Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, or any Third-Party Claims based on Registered User's or any Authorized User's: (a) negligence or willful misconduct; (b) use of the Service or the Products in combination with data, software, hardware, equipment, or technology not provided by Soiltech or authorized by Soiltech in writing; (c) use of the Service or Products not made by Soiltech; or (d) modifications to the Service or the Products not made by Soiltech.
12.1 IN NO EVENT WILL SOILTECH BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, INCLUDING LOSS OF CROP PRODUCTION; (C) LOSS OF DATA, LOSS OF INTEREST, COSTS OF RECALL, LOSS RESULTING FROM INTERRUPTION IN THE OPERATIONS, LOSS SUFFERED BY THIRD PARTIES; (D) COSTS OF DELAYS OR ANY LOSS OR DAMAGE RESULTING THEREOF; (E) DAMAGE CAUSED TO PERSONS AS A RESULT OF IMPROPER USE OF THE BEACON, OR DAMAGE CAUSED BY THE BEACON TO PLANTS, SOIL, OR THE ECOSYSTEM; (F) LOSS OF GOODWILL OR REPUTATION; OR (G) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SOILTECH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
12.2 IN NO EVENT WILL SOILTECH'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL FEES PAID BY REGISTERED USER TO SOILTECH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations of liability in this Section 12 apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and whether or not Soiltech has been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed its essential purpose.
(a) The Subscription Term of this Agreement begins on the date that Registered User first accepts the terms of this Agreement ("Effective Date") and runs through the date that is one (1) year thereafter ("Initial Term").
AUTOMATIC RENEWAL: Subscriptions renew automatically unless written cancellation notice is provided at least 60 days before expiration.
(B) UPON EXPIRATION OF THE INITIAL TERM (AND ANY RENEWAL TERM), THE SUBSCRIPTION TERM WILL AUTOMATICALLY RENEW FOR ADDITIONAL ONE-YEAR PERIODS (EACH, A "RENEWAL TERM" AND COLLECTIVELY WITH THE INITIAL TERM, THE "SUBSCRIPTION TERM"), UNLESS REGISTERED USER NOTIFIES SOILTECH, IN WRITING DELIVERED AT LEAST SIXTY (60) DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT TERM, THAT REGISTERED USER DOES NOT WISH TO RENEW. FAILURE TO PROVIDE TIMELY WRITTEN NOTICE OF NON-RENEWAL WILL RESULT IN AUTOMATIC RENEWAL AND REGISTERED USER WILL BE OBLIGATED TO PAY THE FULL FEES FOR THE RENEWAL TERM.
Soiltech may terminate this Agreement without notice if Registered User: (i) fails to pay any amount when due hereunder; or (ii) breaches any of its obligations in this Agreement. Termination by Soiltech under this Section does not relieve Registered User of the obligation to pay the full Fees for the then-current Subscription Term.
Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed against it a receiver, trustee, custodian, or similar agent.
Upon expiration or earlier termination of this Agreement, Registered User shall immediately discontinue use of the Soiltech IP and, without limiting Registered User's obligations under Section 8, Registered User shall delete, destroy, or return all copies of the Soiltech IP and certify in writing to Soiltech that the Soiltech IP has been deleted or destroyed. No expiration or termination will affect Registered User's obligation to pay all Fees that may have become due before such expiration or termination or entitle Registered User to any refund.
Sections 2, 4, 6, 8, 9, 10, 11, 12, and 14 survive any termination or expiration of this Agreement.
In no event will Soiltech be liable to Registered User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Soiltech's reasonable control, including acts of God, epidemic, pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, the Registration Form(s), and all related Exhibits, constitutes the parties' sole and entire agreement with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to that subject matter.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and will be given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.
Relationship of Parties. This Agreement does not create a partnership, employment, agency, joint venture, or similar relationship between the parties. Soiltech is not liable for Registered User's acts or omissions, and Registered User has no authority to bind Soiltech to any liability without Soiltech's written authorization.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Governing Law; Dispute Resolution. This Agreement is governed by and must be construed in accordance with the internal laws of the State of Idaho without giving effect to any choice of law or conflict of law provision or rule. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Ada County, Idaho. The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
Jury Trial Waiver. Each party irrevocably waives any right to a jury trial in connection with any dispute arising out of or relating to this Agreement.
Assignment. Registered User may not assign any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Soiltech's prior written consent. Any purported assignment or delegation in violation of this Section is void. Soiltech may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Export Regulation. The Service utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Registered User shall not, directly or indirectly, export, re-export, or release the Service or the underlying software or technology to, or make the Service or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
Equitable Relief. Registered User acknowledges and agrees that a breach by Registered User of any of its obligations under either of Section 3.5 or Section 8 would cause Soiltech irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Soiltech will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.
Counterparts. This Agreement may be signed by any number of counterparts, each of which will be deemed an original, and all of which constitute the same Agreement. Delivery of an executed counterpart signature page of this Agreement by electronic means (including .pdf or www.docusign.com, or other electronic means intended to preserve the original graphic and pictorial appearance of a document) has the same effect as delivery of an executed original of this Agreement.
Contact. Questions regarding this Agreement should be directed to info@soiltechwireless.com or Soiltech Wireless Inc., 250 E Eagles Gate Drive, Suite 240, Eagle, ID 83616.