End User License Agreement
IMPORTANT: READ CAREFULLY. This End User License Agreement (“EULA”) constitutes a legal agreement between you, the end user, and us, the Cool Farm Alliance Community Interest Company (a company incorporated in England and Wales, under registration number 09075620), for the use of the proprietary online emissions management system referred to as the Cool Farm Tool (the “Service”), including the transmission of your materials to and from the Service. Subject to the provisions of this EULA, the Service may include the application programming interface for the Cool Farm Tool (the “API”). In addition, if you are acting on behalf of a company, organization, institution or other type of entity, all terms that apply to you also apply to such entity, and you represent that you have the authority to enter into this EULA on behalf of such entity. If (i) you have registered to use the Service for your personal use, or if you are acting on behalf of an educational or nonprofit institution, government agency or other similar entity, and (ii) neither you or any entity on whose behalf you are acting receive any payments or other monetary compensation from any third parties in relation to your use of the Service, and (iii) we have not agreed to provide you with access to the API, then you are a “Non-Commercial Licensee.” If you are accessing the Service for any other reason, including, without limitation, on behalf of an entity for commercial purposes or commercial advantage, or if you or any entity on whose behalf you are acting receives any payments or other monetary compensation from any third parties in relation to your use of the Service, or if we have agreed to provide you with access to the API, then you are a “Commercial Licensee” and the entity on whose behalf you are accessing the Service must first pay to use the Service, pursuant to a purchase order (the “Order”). See Join the Alliance for membership fee structure. By clicking on the “Accept” button or otherwise using the Service, or by signing a copy of this EULA, you agree to be bound by the terms of this EULA as set out below and by our Privacy Policy, and Acceptable Use Policy. If you do not agree to the terms of this EULA and to the Privacy Policy and Acceptable Use Policy, you may not use the Service.
If we have agreed to provide you with access to the API, then the Service includes the API; otherwise the Service does not include the API. We reserve the right to introduce additional charges or fees for the use of the API, or to increase such charges or fees, but we will not do so during the period of eighteen (18) months' following us first agreeing to provide you with access to the API. We will give to you at least thirty (30) days' prior written notice of any additional or increased charges or fees.
Please note that the results presented in the Service represent an estimate of the greenhouse gas emissions of your product or activities, covering major greenhouse gas emissions sources for which data were provided. Emissions have been quantified based on the data provided. No guarantee can be made as to the accuracy and completeness of the calculations and no verification of the source data has been undertaken. The results obtained using the Service should not, explicitly or implicitly, be represented as such or as an endorsement by us of your activities.
1. License
(a) If you are a Non-Commercial Licensee, subject to this EULA, the Privacy Policy and the Acceptable Use Policy, we grant you a limited, revocable, non-exclusive, non-transferable license during the Term (as defined below) of this EULA to (i) use the Service as provided in this EULA the Privacy Policy and the Acceptable Use Policy; and (ii) use the documentation and supporting materials we provide in connection with the Service (the “Documentation”) solely as necessary to allow you to use and configure the Service for your personal use or educational, nonprofit, or other similar non-commercial use. The Documentation may not be copied, modified or used in any way not expressly authorized by this EULA and the Acceptable Use Policy. Ownership, rights and intellectual property in the Service shall remain with us or our licensors. No rights to the Service are granted except as specifically provided herein.(b) If you are a Commercial Licensee, contingent on our timely receipt of all required payments with respect to the Service and subject to this EULA, the Privacy Policy and the Acceptable Use Policy, we grant you a non-exclusive, non-transferable license during the Term of this EULA to (i) use the Service as provided in this EULA, the Privacy Policy and the Acceptable Use Policy; and (ii) use the Documentation solely as necessary to allow you to use and configure the Service for your internal business purposes. The Documentation may not be copied, modified or used in any way not expressly authorized by this EULA and the Acceptable Use Policy. Ownership, rights and intellectual property in the Service shall remain with us or our licensors. No rights to the Service are granted except as specifically provided herein.
2. Use of the Service
(a) You are responsible for the content, backup and maintenance of any data, documents, or other information or materials uploaded by you (or persons accessing the Service through your facilities or logon information allocated to you or by means of the API) (“Your Data and Materials”) for use with the Service.
(b) We do not vet or approve Your Data and Materials available through the Service and neither we nor our licensors or service providers accept any liability for Your Data and Materials. We will handle Your Data and Materials, and any other information you provide to us, in accordance with the terms of the Privacy Policy and this EULA.
(c) You grant to us and our licensors and service providers a royalty-free license to copy and transmit Your Data and Materials during the Term for the purposes of supplying the Service and ensuring compliance with the terms applicable to the Service, in accordance with the terms of the Privacy Policy and subject to Sections 2(e) and 2(f).
(d) You also grant to us and our licensors and service providers an irrevocable, perpetual, royalty-free license to copy, transmit and publish Your Data and Materials for the purposes of supplying the Service, improving the Service and ensuring compliance with the terms applicable to the Service, in each case in accordance with the terms of the Privacy Policy and subject to Sections 2(e) and 2(f). However, this Section 2(d) shall not apply to Your Data and Materials to the extent that they are only provided to us through an API function which processes but does not store them (including, without limitation, the "calculate" function).
(e) We shall not copy, transmit or publish Your Data and Materials to any third parties, unless the data has been anonymized such that neither you nor any specific farm can be identified from the data.
(f) We shall not issue or release any external announcement, newsletter, statement, press release or publicity or marketing materials related to our relationship with you or any farm(s) identified in Your Data and Materials, or otherwise use your trademarks, service marks, trade names, logos, symbols or brand names, in ease case, without your prior written consent.
(g) You grant us and our licensors and service providers the irrevocable, perpetual right to compile statistics about your use of the Service, and to otherwise evaluate and improve the Service based on your usage and Your Data and Materials, and to make such statistics available to third parties only in a de-identified form, in accordance with the terms of the Privacy Policy.
(h) You authorize us to amend or delete any of Your Data and Materials where we become aware (through receipt of a third party notice or otherwise) that Your Data and Materials are, or are alleged to be, in breach of copyright, illegal or are not appropriate in our opinion to be accessed by or through the Service.
(i) We make no warranty or guarantee that the Service will be available 100% of the time or compatible with your existing hardware software or environment.
(j) To the fullest extent permitted by law and subject to Section 10, you access and use Your Data and Materials and the Service at your own risk. You accept responsibility for all of Your Data and Materials.(k) Each party indemnifies the other, and you indemnify our licensors and service providers, against any liability, costs, losses, claims, or damages (including legal fees and disbursements) incurred or suffered by the indemnified person in relation to any breach by the indemnifying party of this EULA, including (without limitation) any breach of Section 2 (Use of the Services), Section 3 (License Restrictions), 4 (Licensee’s Obligations) and 5 (Confidential Information).
(l) You indemnify us, our licensors and service providers, against any liability, costs, losses, claims, or damages (including legal fees and disbursements) incurred or suffered by the indemnified person and arising out of Your Data and Materials, including but not limited to claims for: infringement of intellectual property rights or other proprietary rights; violation of laws, regulations, or codes.; injury or death; breach of privacy or confidence. (m) You retain all right, title and ownership in and to Your Data and Materials, subject to the licenses granted herein.
(n) You must not exceed any resource limitations (including API call limitations) relating to the use of the Service that: (i) we agree with you in writing; or (ii) apply to all users of the Service and are published on our website from time to time and notified to you in writing. You acknowledge that, notwithstanding your obligations under this Section, we may use technical measures to enforce any such limitations. You must not circumvent or attempt to circumvent any such limitations.
(o) You acknowledge that we may monitor your use of the Service.
(p) We may from time to time provide to you support in relation to your use of the Service, but we shall have no obligation to do so.
3. License Restrictions
(a) Subject to any mandatory requirements of applicable law, you must not: (i) copy, reproduce, translate, adapt, modify, reverse engineer, decompile or modify the Service; (i) resell, rent, lease, assign or otherwise transfer rights to the Service; (iii) translate all or any portion of the Service onto or into other computer software; (iv) charge any person for access to the Service; (iv) access or attempt to access the API except using the API access credentials we supply to you and in accordance with the documentation for the API that we make available to you; or (v) use the API to create another application programming interface which is made available to third parties.
(b) The only persons you may allow to use your API integrations to gain direct or indirect access to the Service are persons who are: (i) Commercial Licensees; (ii) persons supplying data exclusively for the use of Commercial Licensees; (iii) persons using the Service for their own personal use or acting on behalf of an educational or nonprofit institution, government agency or other similar entity, providing that such persons must not receive any payments or other monetary compensation from any third parties in relation to their use of the Service; and (iv) persons within any other category expressly permitted by us in writing from time to time. You must not allow any other persons to use your API integrations to gain direct or indirect access to the Service.
4. Licensee’s Obligations
(a) You shall: (i) use the Service for lawful purposes only; (ii) not use the Service in a way which interferes with or disrupts the hosting facilities or any other user’s use of the Service; (iii) comply with the operational rules (if any), the Acceptable Use Policy and the technical requirements that we make available to you from time to time; (iv) take such actions as are required to ensure that your access and use of the Service complies with any laws, statutes, regulations, decrees or orders applicable to your use of the Service (including but not limited to laws regarding privacy, export and import); (v) not take any steps to defeat any host system controls over the download of parts of the Service or software that can be downloaded.
(b) If we have agreed to provide you with access to the API, then promptly following receipt of a written request from us, you must notify us of your expected use of the API (including the number and type of API calls) during the period of 12 months following the date of our request.(c) You must ensure that any API client you create is reasonably secure and provides appropriate protection to data transferred to and from the API.
(d) You acknowledge and agree that the Service may not be exported or otherwise used in Cuba, Iran, Libya, North Korea, Syria or any other country to which the United States or the United Kingdom has embargoed goods, or to a national or resident thereof, or to anyone on the United States Treasury Department's List of Specially Designated Nations, or the United States Commerce Department's Table of Denial Orders. You further represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
5. Confidential Information
You agree to keep confidential and not to use for any purpose other than as necessary to allow you to use the Service as permitted herein, all information relating to the installation, performance, operation, structure, methods, programming and documentation of the Service (including any access credentials for the API), unless you have obtained our prior written approval to your proposed use or disclosure.
6. Software Version
We reserve the right to modify or update the Service as we deem necessary, provided if you are a Commercial Licensee we shall use reasonable endeavours to ensure that such modifications or updates do not have a material negative impact upon your use of the Service. The Service may be modified to better meet the needs of our users and customers. We may from time to time offer additional functionality, modules or products, which may, in our discretion, be incorporated into the Service, or be offered as optional, separately priced services or modules.
7. Suspension
We may suspend, disconnect or discontinue the Service in whole or in part at any time without notice and without compensation if in our reasonable opinion: (a) it is necessary to safeguard the provision of the Service or the integrity of the hosting facilities; (b) the Service or the hosting facilities fails or requires modification or maintenance; (c) there is or has been unauthorized, unlawful or fraudulent use of the Service or your use of the Service is causing or may potentially cause damage or interference to the hosting facilities; (d) it is necessary to comply with a direction, order or request of any government authority or other competent authority; or (e) you do not comply with any of the terms of an agreement with us. You shall receive a full refund of any fees paid to us with respect to any period during which the Service is permanently suspended, disconnected, or discontinued on the basis of (a) through (d) above.
8. Passwords
You are fully responsible for the safekeeping of your user identification codes and passwords and for all use of or access to the Service by anyone using your user identification and passwords. You are solely responsible for any disclosure of the user identification codes or passwords provided to you. We may, by notice in writing, require you to immediately change any of your user identification codes or passwords. You agree to contact us immediately if you suspect any unauthorized use or disclosure of your user identification codes or passwords. We may immediately terminate or suspend user passwords if we (in our discretion) consider this to be necessary or appropriate, including where (without limitation) the relevant project (or your involvement in it) ends, or for the reasons described in Section 7.
9. Warranty Disclaimer
THE SERVICE IS PROVIDED "AS IS" BY US AND WITHOUT WARRANTY OF ANY KIND EXCEPT AS OTHERWISE PROVIDED HEREIN. WE, AND EACH OF OUR LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES IN RELATION TO THE SERVICE, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER WE NOR ANYLICENSOR OR SERVICE PROVIDER WARRANTS THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET YOUR NEEDS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER WE, NOR ANY LICENSOR OR SERVICE PROVIDER, MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO DATA OR MATERIALS ASSOCIATED WITH THE SERVICE, OR FOR THE ACCURACY, CURRENCY OR COMPREHENSIVENESS OF THE SAME. NO OTHER ORAL OR WRITTEN INFORMATION PROVIDED BY US, OR BY ANY THIRD PARTY SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF ANY WARRANTY.
10. Limitation of Liability
(a) Nothing in this EULA will limit or exclude any liability for death or personal injury resulting from negligence, limit or exclude any liability for fraud or fraudulent misrepresentation, limit any liabilities in any way that is not permitted under applicable law, or exclude any liabilities that may not be excluded under applicable law,
(b) The limitations and exclusions of liability set out in this Section 10 and elsewhere in this EULA: (i) are subject to Section 16(a); (ii) govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA; and (iii) apply even if the relevant party or the parties have been advised of the possibility of the loss.
(c) Neither party shall be liable to the other for any indirect, consequential, punitive, or other non-direct damages.
(d) Neither party shall be liable to the other for any damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss.
(e) Neither party's liability to the other party under or in relation to this EULA with respect to any event or series of related events shall exceed the greater of: (i) GBP 500; and (ii) the fees paid by you to us during the period of one (1) month immediately preceding the commencement of the event or events giving rise to the liability. However, this Section 10(e) shall not affect the liabilities of the parties under the indemnities in Sections 2(k) and 2(l).
(f) Neither party's aggregate liability to the other party under or in relation to this EULA shall exceed the greater of: (i) GBP 2500; and (ii) the total fees paid by you to us under or in relation to this EULA. For the avoidance of doubt, this Section 10(f) shall affect all the liabilities of the parties under the EULA, including the liabilities of the parties under the indemnities in Sections 2(k) and 2(l).
11. Copyright and Trademark
You acknowledge that the Service and the Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property rights and treaties. You will not, during or any time after the termination of this EULA or discontinuance of the Service, commit or permit any act which infringes those intellectual property rights. You acknowledge that certain marks identified as registered or unregistered trademarks or service marks are the exclusive property of Ag Innovations Network or its licensors or service providers, and that no right to use such marks is granted pursuant to this EULA. You will not remove, deface or combine with any other mark or symbol, any marks contained in the service or provided by us.
12. DMCA
In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website, we will respond expeditiously to claims of copyright infringement committed using our Service and/or our website (the “Site”) that are reported to our Designated Copyright Agent, identified in the sample notice below (the “Notice”):
1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
5. Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent:
Cool Farm Alliance Attn: Copyright Agent 3 Linden Road, Hartland, VT 05048 USA By Email: support@coolfarmtool.org
13. Term of EULA
This EULA commences when you receive your login credentials for the Service and shall continue until the expiration of the Order, if applicable, or otherwise as terminated in accordance herewith (“Term”). This EULA shall terminate automatically and immediately if you fail to comply with any of the terms and conditions set forth herein. If you are a Non-Commercial Licensee, you have the right to terminate this EULA at any time and for any reason. If you are a Commercial Licensee, you have the right to terminate this EULA if we breach any material provision of this EULA, and such breach is not cured within thirty (30) days after the date you provide us with written notice specifying in reasonable detail the nature of such breach.
14. General Terms
(a) This EULA, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
(b) This EULA, together with the Privacy Policy and the Acceptable Use Policy and any amendments and any additional agreements, including Orders, you may enter into with us in connection with the Service, shall constitute the entire agreement between you and us concerning the Service. If any provision of this EULA is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the agreement will remain in full force and effect.
(c) No waiver of any term of this EULA shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this EULA shall not constitute a waiver of such right or provision.
(d) This EULA shall be governed by English law. We and you each agree to submit to the jurisdiction of the courts of England and Wales for all disputes with respect to this EULA.
(e) We may vary this EULA by giving to you at least thirty (30) days' prior written notice of the variation, providing that: (i) no such variations will require you to pay any additional charges, fees or other amounts to us; and (ii) ifyou are a Commercial Licensee, then the variations will only take effect at the end of the period of your current membership. If you object to any variation under this Section 14(e), your only remedy is to terminate this EULA. This Section 14(e) is without prejudice to any express rights we have under this EULA to introduce or vary charges, fees and other payments.
(f) Save as provided in Section 14(e), this EULA may only be varied by the written agreement of the parties.
(g) This EULA is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
The exercise of the parties' rights under this EULA is not subject to the consent of any third party.
