Crop Intelligence™ End User Terms of Use
WD Crop Intelligence Ltd. has developed a web and mobile based crop forecasting application called Crop Intelligence™ that projects the yield for a selected field crop planted at a field site and the yield forecast is calculated utilizing the plant available water, historical and current season precipitation values, and crop water use efficiency, enabling a producer to develop and deliver crop application recommendations to potentially enhance the current crop yield ("Crop Intelligence™" or the "App").
Crop Intelligence™ is made available under these Terms of Use for a single agricultural producer's internal business purposes only, and not for any commercial or derivative use. For additional licensing arrangements (i.e. for use by an agrologist on a commercial basis), please contact WD Crop Intelligence Ltd..
1. Terms of Use
These End User Terms of Use ("Terms", "Terms of Use") govern your relationship with WD Crop Intelligence Ltd. and your access to and use of Crop Intelligence™ operated by WD Crop Intelligence Ltd. ("WD Crop Intelligence Ltd.", "us", "we", or "our").
Please read these Terms of Use carefully before using the Crop Intelligence™ App.
Your access to and use of Crop Intelligence™ is based on your acceptance of and compliance with these Terms.
By accessing or using Crop Intelligence™ or clicking the acceptance button ("Acceptance"), you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use Crop Intelligence™.
2. Use of Crop Intelligence™
WD Crop Intelligence Ltd. grants you a personal, non-transferable and non-exclusive right and license, for the term of these Terms of Use to access and use the Crop Intelligence™ App for your internal business purposes only. You may not use Crop Intelligence™ for any other purpose. Further, you will use Crop Intelligence™ in accordance with the User Manual made available by WD Crop Intelligence Ltd. with respect to Crop Intelligence™, as may be updated from time to time.
You are not permitted to make any commercial or derivative use of Crop Intelligence™, or to use any data mining, robots, or similar data gathering and extraction methods with respect to Crop Intelligence™ or other content contained therein. Without limiting the generality of the foregoing, you agree that you will not create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, Crop Intelligence™, in whole or in part. You agree not to permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of WD Crop Intelligence Ltd. or its licensors. Further, you agree not to use Crop Intelligence™ or the information contained therein to compare the performance of any equipment, products and services of South Country Equipment Ltd.'s licensor, Deere & Company, to any competing or related equipment, product or service of any other party, and agree that Crop Intelligence™ is not intended to be used for such purposes.
WD Crop Intelligence Ltd. may, at any time in its sole discretion, enhance, delete or modify the features, format, characteristics, functionality, and/or the procedures to use Crop Intelligence™, the information available to you through the use of Crop Intelligence™, and upgrades or updates to Crop Intelligence™, provided that such changes will not materially adversely affect your use of Crop Intelligence™.
3. Not Professional Advice
WD Crop Intelligence Ltd. provides solely data analysis, processing, and forecasting through Crop Intelligence™; WD Crop Intelligence Ltd. does not provide any production, agronomic or business recommendations or advice to you, nor does WD Crop Intelligence Ltd. guarantee or warrant that you will gain any efficiency or improvements in production through the use of Crop Intelligence™. Crop Intelligence™ in no way reduces the inherent financial and personal risks of agricultural production.
All precipitation data, crop water use efficiency and yield forecast information and calculations contained within Crop Intelligence™ are intended to be general in nature. Any such information that you obtain from Crop Intelligence™ might be inappropriate for your own usage or might be misinterpreted. WD Crop Intelligence Ltd. assumes no responsibility for how you use the information you obtain from Crop Intelligence™.
You agree that WD Crop Intelligence Ltd. assumes no liability for the reliability, validity, accuracy, completeness, integrity, quality or timeliness of Crop Intelligence™ or any information or other content.
4. Accounts
When you create an account with WD Crop Intelligence Ltd., you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account.
You are responsible for safeguarding the password that you use to access the App and for any activities or actions under your password.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
5. Proxy and Account Access
Crop Intelligence™ allows you to authorize others, including agrologists (each your "Proxy"), to access your account in Crop Intelligence™ through their own Crop Intelligence™ account.
You are responsible for all action taken by your Proxy and understand your Proxy will have access to your Crop Intelligence™ account, which may contain confidential business and/or financial information. Your Proxy will have access to your Crop Intelligence™ information until you revoke access through the App. You are responsible to manage access by your Proxy to your information.
You also acknowledge that where you sign up for Crop Intelligence™ through an agricultural equipment dealer, crop input supplier, or agronomist office licensed as a Dealer of Crop Intelligence™, such Dealer will have access to your Crop Intelligence™ account and the information therein for the purpose of managing and supporting your use of Crop Intelligence™. For greater certainty, licensed Dealers are restricted from accessing or using your account information for any purpose other than directly managing and supporting your use of Crop Intelligence™.
5. Pessl FieldClimate
Crop Intelligence™ also allows for the integration of your Pessl FieldClimate data. By providing your FieldClimate station serial number(s) and the corresponding key code(s) as part of your Crop Intelligence™ account setup (if applicable), you hereby consent to such data integration with Crop Intelligence™ and, specifically, to the configuration of your FieldClimate data by WD Crop Intelligence Ltd. for such purposes.
6. Intellectual Property
The App and all contents, including but not limited to text, images, graphics or code are the property of WD Crop Intelligence Ltd. and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of Crop Intelligence™ only for your own business, non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of WD Crop Intelligence Ltd. or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from Crop Intelligence™.
Certain materials or information available to you through Crop Intelligence™ or through links to third party websites may be subject to third party intellectual property rights. All such intellectual property rights are and shall remain the property of their respective owners or creators (as the case may be). You acknowledge and agree that WD Crop Intelligence Ltd. is not responsible for the accuracy, completeness or content provided by or on behalf of third parties.
All rights not expressly granted in these Terms of Use are reserved to WD Crop Intelligence Ltd.. Nothing contained in these Terms of Use shall be construed as conferring by implication, estoppel or otherwise any license or right under any copyright, patent, trade-mark or other intellectual right of WD Crop Intelligence Ltd. or any other person or entity.
7. Support and Maintenance for Crop Intelligence™
Subject to the payment of fees as described in Section 12 below, WD Crop Intelligence Ltd. will provide the following technical support to you with respect to Crop Intelligence™:
- All new releases, corrections, bug fixes, patches, enhancements, updates, release notes and other modifications to Crop Intelligence™, as and when generally made available to WD Crop Intelligence Ltd.'s customers;
- Customer support and telephone service and support website for assistance in identifying and resolving problems associated with the use of Crop Intelligence™; and
- WD Crop Intelligence Ltd.'s prompt response to your report of errors, defects or other problems affecting the functionality of Crop Intelligence™. WD Crop Intelligence Ltd. will use commercially reasonable efforts to isolate, identify, and promptly resolve any such issue/defect.
8. Links to Other Web Sites
The App may contain links to third-party web sites or services that are not owned or controlled by WD Crop Intelligence Ltd..
WD Crop Intelligence Ltd. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that WD Crop Intelligence Ltd. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
9. Term
The term of these Terms of Use shall begin upon Acceptance and continue in effect until terminated in accordance with Section 10 below.
10. Termination
WD Crop Intelligence Ltd. may terminate or suspend access to Crop Intelligence™ immediately, without prior notice or liability, for any reason whatsoever including, without limitation, if you fail to make payment to WD Crop Intelligence Ltd. when due or otherwise breach the Terms.
All provisions of the Terms intended by their nature to survive termination shall so survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Upon termination, your right to use Crop Intelligence™ will immediately cease. If you wish to terminate your account, you may simply discontinue using Crop Intelligence™. Termination of your account includes deletion of your user ID, password and all related information and files associated with or inside your account within a reasonable time following termination provided, however, that WD Crop Intelligence Ltd. made retain information if necessary to comply with WD Crop Intelligence Ltd.'s legal obligations, including resolving disputes and enforcing agreements, and may also retain aggregated data.
11. Indemnification
You agree to indemnify, defend and hold harmless WD Crop Intelligence Ltd., its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents (including, without limitation, any agricultural equipment dealer, crop input supplier or agronomist office which may have provided you with access to or support with respect to Crop Intelligence™), from and against any claims, losses, damages, losses, obligations, costs, actions or demands (including, without limitation, reasonable legal and accounting fees) arising out of or resulting from: (a) your use of the App; (b) your breach of any of these Terms; (c) anything you post on or upload to the App; (d) any violation by you of applicable law or rights of any third parties (including intellectual property rights) and (e) any activity related to your account. This includes any negligent or illegal conduct by you or any person or entity accessing Crop Intelligence™ through your account, whether such access is obtained via fraudulent or illegal means.
12. Payment
Customer fee of $749.00 per soil probe per year that is entered and registered by you in Crop Intelligence™. WD Crop Intelligence Ltd. reserves the right to change the customer fee at any time. Fees shall continue to be payable on a recurring, annual basis until these Terms of Use are terminated by either party.
All fees owing WD Crop Intelligence Ltd. are payable within 30 days from the date on which the applicable soil probe(s) are registered in Crop Intelligence™, failing which, interest is payable at a rate of 18% per annum, calculated and compounded monthly.
Customer fees are non-refundable. For greater certainty, regardless of the reason for termination, if these Terms of Use are terminated prior to the end of the one year period applicable with respect to each registered soil probe, all fees which you paid to WD Crop Intelligence Ltd. in advance are non-refundable.
13. Limitation of Liability
WD Crop Intelligence Ltd., its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, crop loss, financial loss and any other economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of Crop Intelligence™; (ii) your inability to access or use Crop Intelligence™; (iii) any conduct or content of any third-party on or related to Crop Intelligence™; (iv) any content obtained from or through Crop Intelligence™; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract (including fundamental breach), tort, or any other claim in law, and whether or not we have been informed of the possibility of such damage.
The aggregate liability of WD Crop Intelligence Ltd. in connection with these Terms of Use, your use of Crop Intelligence™ or any other circumstance giving rise to liability shall be limited to direct damages only and will in no case exceed the amount, if any, paid by you under these Terms of Use to access Crop Intelligence™ in the year in which the claim arose.
Because some jurisdictions do not allow the exclusion or limitation of liability of consequential or incidental damages, WD Crop Intelligence Ltd.'s liability in such jurisdictions shall be limited to the extent permitted by law.
14. Disclaimer
WD Crop Intelligence Ltd. makes no guarantees, representations or warranties of any kind in regards to the App and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of Crop Intelligence™ is at your sole risk, and you are solely responsible for all data and information which has been entered, removed or used in connection with your account. Crop Intelligence™ is provided on an "AS IS" and "AS AVAILABLE" basis. Crop Intelligence™ is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, and all such warranties are hereby disclaimed to the maximum extent permitted under applicable law.
WD Crop Intelligence Ltd. its subsidiaries, affiliates, and its licensors do not warrant that a) Crop Intelligence™ will function uninterrupted, or be secure or available at any particular time or location; b) any errors or defects will be corrected; c) Crop Intelligence™ is free of viruses or other harmful components; or d) the results of using Crop Intelligence™ will meet your requirements.
15. Non-Waiver of Rights
If you breach any of these Terms and WD Crop Intelligence Ltd. chooses not to immediately act, or chooses not to act at all, WD Crop Intelligence Ltd. will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. WD Crop Intelligence Ltd. does not waive any of its rights. WD Crop Intelligence Ltd. shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
16. No Assignment
You may not assign, sub-license or otherwise transfer any of your rights under these Terms. Notwithstanding the foregoing, WD Crop Intelligence Ltd. may, in its sole discretion, assign these Terms of Use or any of its rights hereunder to any third party, without giving prior notice.
17. Privacy and Confidentiality
By agreeing to these Terms of Use, you are also agreeing to WD Crop Intelligence Ltd.'s Privacy Policy, available at: https://southcountry.dealercustomerportal.com/Customers/Privacy-Policy. The Privacy Policy should be reviewed prior to accessing and using Crop Intelligence™.
You acknowledge and agree that all information submitted through use of Crop Intelligence™ (including information respecting your soil characteristics, crop inputs, crop yields and geographic information) may be compiled and analyzed by WD Crop Intelligence Ltd. on an aggregate (from no fewer than 5 customers), non-personal or de-identified basis ("Aggregate Data"), and WD Crop Intelligence Ltd. may share this Aggregate Data with its affiliates, agents, customers, and business partners, and retain it for future use. WD Crop Intelligence Ltd. may also disclose Aggregate Data to current and prospective business partners, and to other third parties for other lawful purposes. For greater certainty, Aggregate Data disclosed by WD Crop Intelligence Ltd. shall be free from any of its customers’ identifiable confidential information.
You also agree that WD Crop Intelligence Ltd. may intervene in your use of Crop Intelligence™ and may disclose any information as necessary to satisfy any law, regulation or other governmental or court request, to operate Crop Intelligence™ properly, or to protect itself or other users of Crop Intelligence™. Any such disclosure shall be in accordance with WD Crop Intelligence Ltd.'s Privacy Policy.
18. Governing Law, Severability
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Saskatchewan and the federal laws of Canada applicable therein.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding Crop Intelligence™, and supersede and replace any prior agreements, oral or otherwise, regarding Crop Intelligence™.
19. Changes
WD Crop Intelligence Ltd. reserves the right, in its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of WD Crop Intelligence Ltd..
By continuing to access or use Crop Intelligence™ after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using Crop Intelligence™.