Soiltech Wireless Inc. ("Soiltech") provides, through use of Soiltech's gateway and/or application protocol interfaces, the Soiltech web portal available at https://webapp.soiltechwireless.com, Soiltech's website available at https://www.soiltechwireless.com, and the associated mobile application (collectively, the "Site"), a software-as-a-service platform that offers collection, aggregation, manipulation, transformation, analysis, and display of Beacon Data, together with related services including GrowthLab predictive modelling and Soiltech Insights record management (the "Services").
The Services are owned and operated by Soiltech and are being provided to the Registered User under this Agreement. The Services are available to Registered Users and Authorized Users throughout North America. Soiltech makes no representations that either the Services or the Site are appropriate or available for use in jurisdictions outside of North America. If you access the Site from outside North America, you do so at your own risk and are responsible for compliance with local laws and regulations.
SOILTECH PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT REGISTERED USER ACCEPTS AND COMPLIES WITH THEM. REGISTERED USER: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS AGREEMENT; (B) ACCEPTS THIS AGREEMENT AND AGREES THAT REGISTERED USER IS LEGALLY BOUND BY ITS TERMS; (C) ACCEPTS AND AGREES TO BE BOUND BY 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); AND (D) REPRESENTS AND WARRANTS THAT IT IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND, IF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF REGISTERED USER.
"Aggregated Statistics" means data and information related to Registered User's use of the Services 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 Services.
"Agreement" means, collectively, this Agreement, the applicable Registration Form, any operating rules, terms, policies, and procedures that Soiltech may publish from time to time on the Site, and the terms of any other agreement between Soiltech and Registered User in connection with the Services.
"Authorized User" means Registered User's employees, consultants, contractors, and agents who are authorized by Registered User to access and use the Services under the rights granted pursuant to this Agreement.
"Beacon" means a multi-functional wireless device offered by Soiltech that is capable of measuring environmental information including soil moisture, temperature, humidity, EC, and location, and transmitting such data to the Services.
"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 Services.
"GrowthLab Output" means any predictive model results, alerts, recommendations, or other outputs generated by the GrowthLab module of the Services based on Beacon Data, Registered User Data, or both. GrowthLab Outputs are provided for informational purposes only and do not constitute agronomic, financial, or professional advice of any kind.
"Soiltech IP" means the Site, the Services, the Documentation, and any of Soiltech's Intellectual Property provided to Registered User or any Authorized User in connection with the foregoing. For the avoidance of doubt, Soiltech IP includes Aggregated Statistics, GrowthLab Outputs, Feedback, and any information, data, or other content derived from Soiltech's provision of the Services, but does not include Beacon Data or Registered User Data.
"Registered User Data" means information submitted by or on behalf of Registered User or an Authorized User through the Site, excluding Aggregated Statistics and Feedback.
In order to use the Services, Registered User must provide current, complete, and accurate information as prompted by the Registration Form and maintain such information in an accurate and current state. If any registration information is untrue, inaccurate, or incomplete, Soiltech may terminate the Registered User's account and rights to use the Services.
In order for the Services to operate properly, Registered User must correctly install Beacons, ensure Beacons are transmitting data to the Site, and correctly configure the Beacons through the Site. Soiltech is not responsible for any of the foregoing except to the extent Soiltech has agreed to perform such services under a separate written agreement. 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.
GrowthLab Outputs are provided for informational and decision-support purposes only. They do not constitute agronomic advice, professional recommendations, or warranties of any kind regarding crop performance, yield, input efficacy, or any other outcome. Registered User is solely responsible for all agronomic decisions made in connection with use of the Services, including decisions informed by GrowthLab Outputs. Soiltech expressly disclaims any liability for crop loss, yield reduction, input cost, environmental damage, or any other loss or damage arising from Registered User's reliance on GrowthLab Outputs.
Subject to Registered User's compliance with this Agreement, Soiltech grants Registered User a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users for Registered User's internal business purposes.
Registered User shall not, and shall not permit any Authorized User to: (a) copy, modify, or create derivative works of the Services or Documentation; (b) rent, lease, sell, license, sublicense, assign, distribute, publish, or transfer the Services; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive access to any software component of the Services; (d) remove any proprietary notices from the Services; (e) use the Services in any manner that infringes any person's intellectual property or other rights, or that violates any applicable law; or (f) use the Services to compete with Soiltech or to develop a competing product or service.
Soiltech may temporarily suspend Registered User's access to the Services if: (a) Soiltech reasonably determines there is a threat or attack on any Soiltech IP; (b) Registered User breaches any term of this Agreement; (c) Registered User's use of the Services poses a security risk; (d) Registered User is using the Services for fraudulent or illegal activities; (e) Registered User has ceased to continue its business in the ordinary course or become subject to bankruptcy proceedings; or (f) Soiltech's provision of the Services is prohibited by applicable law. Soiltech will use commercially reasonable efforts to provide written notice of any suspension and will have no liability for any damage or losses incurred as a result of a suspension.
Soiltech may monitor Registered User's use of the Services and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics belong to and are retained solely by Soiltech. Soiltech may make Aggregated Statistics publicly available and use them to the extent 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 belong to Registered User. Registered User grants Soiltech a non-exclusive, worldwide, royalty-free licence to use Beacon Data solely to the extent necessary to provide the Services and to generate Aggregated Statistics.
THE SERVICES, INCLUDING ALL BEACON DATA, GROWTHLAB OUTPUTS, AND ANY OTHER OUTPUTS OR RECOMMENDATIONS GENERATED BY THE SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOILTECH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
SOILTECH DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET REGISTERED USER'S REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) BEACON DATA WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) GROWTHLAB OUTPUTS WILL RESULT IN ANY PARTICULAR CROP YIELD, QUALITY, OR INPUT EFFICIENCY; OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
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 SERVICES IN CONNECTION WITH THOSE OUTCOMES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOILTECH OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, CROP LOSS, YIELD REDUCTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF SOILTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL SOILTECH'S TOTAL CUMULATIVE LIABILITY TO REGISTERED USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR 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 5 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.
Registered User shall indemnify, defend, and hold harmless Soiltech and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Registered User's breach of this Agreement; (b) Registered User's use of the Services in violation of any applicable law or regulation; (c) Registered User's Data or any other information submitted to the Services by Registered User; (d) any agronomic decisions made by Registered User or any third party in reliance on GrowthLab Outputs or other Services outputs; or (e) any dispute between Registered User and any third party.
Each party agrees to keep confidential all non-public, proprietary, or confidential information of the other party disclosed in connection with this Agreement ("Confidential Information") and not to disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law. Each party agrees to use the Confidential Information of the other party only for purposes of performing its obligations or exercising its rights under this Agreement and to protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. These obligations shall survive termination of this Agreement for a period of five (5) years.
This Agreement commences on the date Registered User first accesses the Services and continues until terminated. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Soiltech may terminate this Agreement immediately upon written notice if Registered User fails to pay any amounts due. Upon termination, Registered User's access to the Services will immediately cease. Sections 4, 5, 6, 7, 9, and 10 shall survive any termination of this Agreement.
Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including without limitation acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, power failures, internet or telecommunications outages, or satellite connectivity failures. The affected party shall provide prompt written notice of any such event and shall use commercially reasonable efforts to resume performance as soon as practicable.
This Agreement and any dispute or claim arising out of or related to this Agreement or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Idaho, United States, without giving effect to any choice 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.
Each party irrevocably waives any right to a jury trial in connection with any dispute arising out of or relating to this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and communications.
Amendments. Soiltech reserves the right to modify this Agreement at any time. Soiltech will provide notice of material changes. Continued use of the Services following notice of changes constitutes acceptance of the modified Agreement.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Assignment. Registered User may not assign or transfer this Agreement or any rights hereunder without Soiltech's prior written consent. Soiltech may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
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.