Terms and Conditions
Last updated: (05/22/2024)
Please read these Terms and Conditions (these "Terms") carefully before using the Service (as defined below), either through our website at www.farmbrite.com (the "Website"), the web-based application at app.farmbrite.com (the “Web App”) and/or the Farmbrite mobile application (the "Mobile App"), in each case operated by Surestuff, LLC operating as Farmbrite (“Farmbrite”, "us", “we", "our"). All references to “you” or “your” herein shall refer to the end customer purchasing access to the Website, Service, Web App, and/or Mobile App described herein.
1. Conditions of Use & Acceptance of Terms
Farmbrite provides its Service, Website, Web App, and Mobile App to you (and your employees, agents, or other representatives (collectively, “Representatives”), as applicable) subject to these Terms, which may be updated from time to time without notice. You are encouraged to check back frequently, as our Terms may change. You may not use the Website, Web App, and/or the Mobile App if you object to any of these Terms. The failure of Farmbrite to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. These Terms are effective as of the date you or your Representatives first log into, access or use the Service (“Effective Date”).
2. Privacy Policy; Confidentiality
Before you use the Website, Web App, and/or the Mobile App, we advise you to read our privacy policy. Our privacy policy governs our collection and use of your personal information, and reading it will help you better understand our practices regarding registration data and other information relevant to your privacy.
Farmbrite is not responsible for use or misuse of data by any third party, including without limitation providers of third party products and services, the operator of any website linked to Farmbrite’s website, or any Farmbrite customer, even if Farmbrite hosts such customer’s Website. you understand that our privacy policy applies only to the Service, Website, Web App, and/or Mobile App. Farmbrite may notify you of leaks or exposure of private data, but except to the extent required by law, Farmbrite is not required to provide such notification.
You will employ reasonable security precautions in your use of the Service, Website, Web App, and/or Mobile App, including without limitation encryption of social security numbers, and information of similar sensitivity belonging to you, your Representatives, customers, suppliers, or other third parties. You will not use Confidential Information (as defined below) for any purpose other than in connection with your authorized use of the Service, Website, Web App, and/or Mobile App in accordance with these Terms. Except as specifically authorized in writing in advance by Farmbrite, you will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in your possession or control. Without limiting the generality of the foregoing, you will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of your Representatives who do not need to know such Confidential Information. Notwithstanding the foregoing, you may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided you give Farmbrite advanced notice reasonably sufficient to allow Farmbrite to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperate in such effort. You will promptly notify Farmbrite in writing of any misuse or misappropriation of Confidential Information that comes to your attention and will cooperate with Farmbrite in investigating any such misappropriation and in mitigating any damages caused. Upon termination of these Terms or upon Farmbrite’s written request, you will return all Confidential Information to Farmbrite and certify, in writing, the destruction of any copies thereof.
“Confidential Information” means any confidential or proprietary information Farmbrite provides to you in any form.However, Confidential Information does not include information that:
a. is in your possession at the time of original disclosure by Farmbrite;
b. is independently developed by you without use of or reference to information provided by Farmbrite; or
c. becomes known publicly, before or after disclosure, other than as a result of your improper action or inaction.
You agree that breach of the provisions of this Section 2 might cause Farmbrite irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, Farmbrite will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.
3. Description of Service
Farmbrite provides users with access to a collection of online and mobile tools designed to support farm management and record-keeping needs (collectively, the "Service"). You understand and agree that the Service may include advertisements, sponsored links, promotional listings, or paid placement. You also understand and agree that the Service may include certain communications from Farmbrite, such as Service announcements and administrative messages, and that these communications are considered part of the Service. Unless explicitly stated otherwise, any new features enhancing the current Service shall be subject to these Terms.
4. License and Site Access
We grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable right to access and make internal business use of this Website, Web App, and the Mobile App in accordance with these Terms. You acknowledge that Farmbrite may establish general practices and limits concerning use of the Website, Web App, and the Mobile App. You agree that Farmbrite has no responsibility or liability for the deletion or failure to store any messages, other communications, data, or other content maintained or transmitted by or to the Service. You acknowledge that Farmbrite reserves the right to deactivate accounts that violate our Terms. You further acknowledge that Farmbrite reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Certain areas of this Website, Web App, or the Mobile App may be restricted from access by you, and Farmbrite may further restrict access by you to any areas of this Website, Web App, and/or the Mobile App at any time in its sole and absolute discretion. Farmbrite reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Farmbrite shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any part of the Service. We reserve all rights to terminate accounts, edit or remove content, and cancel the Service in our sole discretion. You agree that Farmbrite, in its sole discretion, may terminate your password, account (or any part thereof), or use of the Service and may remove and discard any data or content within the Service for any reason, including, without limitation, if Farmbrite believes that you have violated these Terms. You agree that any termination of your access to the Service under any provision of these Terms may occur without prior notice to you, and you acknowledge and agree that Farmbrite may immediately deactivate or delete your account and all related information and files in your account and may bar any further access to such files and information. Further, you agree that Farmbrite shall not be liable to you or any third party for any termination of your access to the Service.
5. User Account; Compliance
If you are an owner of an account on this Website, Web App, and/or the Mobile App, you are solely responsible for maintaining the confidentiality of your private user details (username and password) and the contents of your account. You are responsible for all activities that occur under your account or password. You agree to: (a) provide true, accurate, current, and complete information about yourself; and (b) maintain and promptly update the registration data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete or if Farmbrite has reasonable grounds to suspect that such information is untrue, Farmbrite has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Further, you will use the Service in accordance with all applicable laws, rules and regulations; as well as any of Farmbrite’s standard published policies, if any, in effect as of the Effective Date, and as may be amended by Farmbrite, in its sole discretion, from time to time. Although Farmbrite has no obligation to monitor your use of Service Website, Web App, and/or Mobile App, Farmbrite may do so and may prohibit any use of any of the foregoing if it reasonably believes may be (or alleged to be) in violation of these Terms.
6. Billing
Monthly
As a Farmbrite customer, you expressly agree that we are authorized to charge you a monthly fee at the rate set when you registered for the Service and that we are authorized to charge renewal fees to the credit card you provided during account activation or to such other replacement credit card as you notify us to use. The monthly fee will be charged on the date that corresponds with the date you activated your account. You can access your account at Farmbrite.com to view information regarding your next renewal. Billing for the Service to which you have subscribed will continue month-to-month unless and until you cancel your subscription or your account is terminated by us. You must cancel your subscription before it renews each month, at least 1 day prior to the renewal date in order to avoid billing of the next month's charge to your credit card. Subscription fees are fully earned upon payment, and Farmbrite reserves the right to decline issuing refunds for partial months and reduce your refund amount by the amount of the credit card processing fee of your original credit card transaction. You may cancel your subscription at any time by logging into your Farmbrite account. Farmbrite reserves the right from time to time to increase the subscription fees charged for its Service and shall provide ample notice to customers prior to any change that would increase their subscription fee. In addition to any other rights granted to Farmbrite herein, Farmbrite reserves the right to suspend your access to and use of the Service if you fail to pay any undisputed amount owed within fifteen (15) days of your receipt of written notice from Farmbrite that your payment is overdue. Overdue amounts are subject to a late charge of 2.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection.
Annually
As a Farmbrite customer, you expressly agree that we are authorized to charge you an annual fee at the rate set when you registered for the Service and that we are authorized to charge renewal fees to the credit card you provided during account activation or to such other replacement credit card as you notify us to use. The annual fee will be charged on the date that corresponds with the date you activated your account. You can access your account at Farmbrite.com to view information regarding your next renewal date and rate. Billing for the Service to which you have subscribed will continue annually unless and until you cancel your subscription or your account is terminated by us. You must cancel your subscription before it renews to avoid billing of the next year's charge to your credit card. Subscription fees are fully earned upon payment, and Farmbrite reserves the right to decline issuing refunds for partial years and reduce your refund amount by the amount of the credit card processing fee of your original credit card transaction. You may cancel your subscription at any time by logging into your Farmbrite account. Farmbrite reserves the right from time to time to increase the subscription fees charged for its Service and shall provide ample notice to customers prior to any change that would increase their subscription fee. In addition to any other rights granted to Farmbrite herein, Farmbrite reserves the right to suspend your access to and use of the Service if you fail to pay any undisputed amount owed within fifteen (15) days of your receipt of written notice from Farmbrite that your payment is overdue. Overdue amounts are subject to a late charge of 2.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection.
7. Communications
All communication with us is electronic. Every time you send us an email or visit our Website, Web App, and/or the Mobile App, you are going to be communicating with us. You hereby consent to receive communications from us. We will communicate with you by posting news and notices on our Website, Web App, and/or the Mobile App and by sending you emails. You also agree that all notices, disclosures, agreements, and other communications we provide to you electronically meet the legal requirements that such communications be in writing.
8. Comments, Reviews and Emails
You may post or store content on the Website, Web App, and/or the Mobile App via the Service as long as the content is not obscene, illegal, defamatory, threatening, infringing of intellectual property rights, invasive of privacy, or injurious in any other way to third parties. All such content must be free of software viruses, as well as political and commercial solicitation. We reserve all rights (but not the obligation) to remove and/or edit such content if the information is accessible or able to be viewed by other users.
9.Intellectual Property Rights; Improvements
Other than “Your Data” (as defined in Section 12 below), which you may have opted to include on, submit to, or store on the Website, Web App, and/or the Mobile App under these Terms, content published or stored on the Website, Web App, and/or the Mobile App, and the Service (including but not limited to digital downloads, images, texts, code, graphics, and logos) is the property of Farmbrite and/or its content creators and licensors, and such content is protected by US and international copyright laws. Farmbrite and/or its content creators and licensors own all rights to the intellectual property contained in the Website, Web App, and/or the Mobile App, and all such rights are reserved. The entire compilation of the content found on the Website, Web App, and/or the Mobile App is the exclusive property of Farmbrite, with copyright authorship for this compilation created solely by Farmbrite.
You are granted a limited license only, which is subject to these Terms, for the purposes of viewing the material contained on the Website, Web App, and/or the Mobile App and using the Service as designed and in accordance with these Terms.
You acknowledge and agree that the Website, Web App, and/or the Mobile App, and the Service contain proprietary and confidential information of Farmbrite that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in advertisements or information presented to you through the Website, Web App, and/or the Mobile App, or the Service or presented by other users or our advertisers is protected by copyright, trademark, Service mark and patent law, as well as other proprietary rights and laws. Except as expressly authorized by Farmbrite, other users or advertisers, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, the Website, Web App, and/or the Mobile App contents, in whole or in part.
You acknowledge that Farmbrite may continually develop, deliver, and provide to you on-going innovation to the Website, Web App, and/or the Mobile App in the form of new features, functionality, and efficiencies. Accordingly, Farmbrite reserves the right to modify the Website, Web App, and/or the Mobile App, from time to time. Some modifications will be provided to you at no additional charge. In the event Farmbrite adds additional functionality to a particular Service, Farmbrite may condition the implementation of such modifications on your payment of additional fees provided you may continue to use the version of the Website, Web App, and/or the Mobile App that Farmbrite makes generally available (without such features) without paying additional fees.
10. Trademarks
Farmbrite trademarks, Service marks, logos, product names, and Service names ("Farmbrite Marks") are trademarks of Farmbrite. Without Farmbrite’s prior permission, you agree not to display or use the Farmbrite Marks in any manner. Nothing in these Terms shall be construed or implied to grant a license to any of the Farmbrite Marks, by implication, by estoppel, or otherwise.
11. Intellectual Property Infringement
Farmbrite respects the intellectual property of others, and we expect our users to do the same. If you believe that your work has been infringed or your intellectual property rights have been otherwise violated, please provide Farmbrite the following information:
a. identification of the person authorized to act on behalf of the owner of the intellectual property;
b. a description of the infringed intellectual property;
c. a description of where the infringing material is located on the Website, Web App, and/or the Mobile App;
your address, email address, and telephone number;
d. a statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law;
e. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf; and an electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property.
Notice of claims of intellectual property infringement should be sent via Certified Mail to:
Farmbrite
PO Box 70
Hygiene, CO 80533
12. Your Data; Aggregate Data; Feedback
In these Terms, “Your Data” means any data, audio, video, text, images, or other material provided by you or otherwise displayed on, submitted to, or stored on Website, Web App, and/or the Mobile App. With respect to Your Data, you hereby grant Farmbrite a non-exclusive, worldwide, irrevocable, royalty-free, perpetual, transferable, sublicensable license to: (a) to create anonymized compilations and analyses of Your Data (“Aggregate Data”); (b) to create reports, evaluations, benchmarking tests, studies, analyses and other work product from Aggregate Data (“Analyses”); and (c) to create, develop, enhance our tools in connection with the Service, using such Aggregate Data and Analyses.Farmbrite shall have exclusive ownership rights to, and the exclusive right to use, such Aggregate Data and Analyses for any purpose, including, but not limited to product improvement and marketing to other customers of the Website, Web App, and/or Mobile App; provided, however, that Farmbrite will not distribute Aggregate Data and Analyses in a manner that is identifiable as Your Data.
Your Data must be your own and must not infringe on any third party’s rights. Farmbrite reserves the right to remove any of Your Data from the Website, Web App, and/or the Mobile App at any time and for any reason, without notice.
From time to time, your or Representatives may submit to Farmbrite comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the Service (“Feedback”). Farmbrite shall own all Feedback, you hereby assigns such Feedback to Farmbrite, and you agree that Farmbrite has all rights to use and incorporate Feedback into the Website, Web App, and/or the Mobile App without restriction or payment to you. No rights are granted to you other than as expressly set forth herein.
13. Restrictions
You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion of the Website, Web App, and/or the Mobile App, the Service, use of the Service, or access to the Website, Web App, and/or the Mobile App, or the Service unless you have obtained written permission to do so in advance from Farmbrite or unless the Website, Web App, and/or the Mobile App, or the Service has been expressly designed for such activity.
You are expressly prohibited from taking any of the following actions unless you have obtained written permission to do so in advance from Farmbrite:
a. downloading the Website, Web App, and/or the Mobile App, or any material or content therein not expressly designed for that purpose as part of the Service;
b. modifying the Website, Web App, and/or the Mobile App, or any content therein not expressly designed to be modified as part of the Service;
c.publishing any Website, Web App, and/or the Mobile App material in any media;
d. copy, duplicate or reproduce any portion of the Website, Web App, and/or Mobile app;
e. reverse engineer, disassemble or decompile the Website, Web App, and/or the Mobile App, or attempt to derive the source code or underlying ideas or algorithms of any part of the Website, Web App, and/or the Mobile App (except to the limited extent applicable laws specifically prohibit such restriction);
f. selling, sublicensing, and/or otherwise commercializing any Website. Web App, and/or Mobile App material not expressly designed to be sold, sublicensed, or commercialized as part of the Service;
g. publicly performing and/or displaying any Website, Web App, and/or the Mobile App material;
h. using the Website, Web App, and/or the Mobile App in any way that impacts other user access thereof;
i. engaging in any advertising or marketing either using the Website, Web App, and/or the Mobile App content not owned by you or using any portion thereof;
j. using the Website, Web App, and/or the Mobile App in any way that violates applicable laws and regulations;
k. using the Website, Web App, and/or the Mobile App in any way that is or may be damaging to the Website, Web App, and/or the Mobile App, and/or the contents of either; the Service and/or its contents; other users using the Website, Web App, and/or the Mobile App; or to any person or business entity;
l. use the Service, Website, Web App, and/or the Mobile App to share or store inappropriate materials, including but not limited to (i) materials containing viruses or other harmful or malicious code; (ii) unsolicited mail (spam); (iii) copyrighted materials to which you do not have sufficient rights; or (iv) harassing, tortious, or defamatory materials; and
m. engaging in any data mining, data harvesting, data extracting, or any other similar activity in relation to the Website, Web App, and/or the Mobile App unless such activity is expressly included as part of the Service;
n. perform any scanning, testing, auditing, security vulnerability analysis, penetration testing or other forms of vulnerability testing without prior written approval.
We require that Farmbrite users comply with all federal and state laws and regulations when using Farmbrite. Illegal, regulated or forbidden items are prohibited from sale.
14. Advertisers
your dealings with advertisers found on or through the Website or the Service are solely between you and such advertiser. You agree that Farmbrite shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website, Web App, and/or the Mobile App .
15. Links to Other Websites and Resources
The Website, Web App, and/or the Mobile App may contain links to third-party websites or services that are not owned or controlled by Farmbrite. Farmbrite has no control over, is not responsible for the availability of such external sites or resources, does not endorse, and assumes no responsibility for the content, privacy policies, advertising, products, service, or practices of any third-party websites or services. You acknowledge and agree that Farmbrite 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.
You further acknowledge that your access to and/or use of the Website, Web App, and/or the Mobile App are or may be dependent on interoperability with certain third-party services also used by you, such as AWS cloud services (“Third Party Service”).By using the Service, you expressly consent to the Website, Web App, and/or the Mobile App interacting with and receiving metadata from the Third Party Service, and returning metadata to the Third Party Service.FARMBRITE IS NOT LIABLE OR RESPONSIBLE FOR THIRD PARTY SERVICE. EXCEPT AS OTHERWISE EXPRESSLY AGREED BETWEEN US AND YOU IN WRITING, YOU ARE SOLELY RESPONSIBLE FOR CONFIGURING THE SERVICE, WEB APP, AND/OR MOBILE APP TO ACHIEVE ITS DESIRED GOALS.
16. No Warranties
You expressly understand and agree that:
a. THE WEBSITE, WEB APP, AND/OR AND THE MOBILE APP ARE PROVIDED “AS IS”, WITH ALL FAULTS, AND FARMBRITE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED THERETO, OR THE MATERIALS CONTAINED ON EITHER. ADDITIONALLY, NOTHING CONTAINED ON THE WEBSITE, WEB APP, AND/OR THE MOBILE APP SHALL BE CONSTRUED AS PROVIDING ADVICE TO YOU.
b. YOUR USE OF THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, AND THE SERVICE IS AT YOUR SOLE RISK. FARMBRITE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
c. FARMBRITE MAKES NO WARRANTY THAT (I) THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE WILL MEET YOUR EXPECTATIONS.
d. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FARMBRITE OR THROUGH THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
17. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT FARMBRITE AND ITS OFFICERS, DIRECTORS, OR EMPLOYEES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA; BUSINESS INTERRUPTION; OR OTHER LOSSES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE; (III) STATEMENTS MADE OR CONDUCT OF ANY THIRD-PARTY ON THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE; OR (IV) ANY OTHER MATTER RELATED TO YOUR USE OF THE WEBSITE, WEB APP, AND/OR THE MOBILE APP, OR THE SERVICE.
18. Indemnification
You agree to defend, indemnify, and hold Farmbrite, its subsidiaries, affiliates, officers, agents, co-branders, other partners, and employees harmless to the fullest extent from and against any and all liabilities, costs, demands, causes of action, damages, and expenses (including reasonable attorney’s fees) made by any third party due to or arising out of use of the Website, Web App, and/or the Mobile App, information you submit or make available through the Website, Web App, and/or the Mobile App, your use of the Service, your connection to the Website, Web App, and/or the Mobile App, Your Data, your violation of the Terms, or your violation of any rights of another.
19. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS THE LIABILITY OF FARMBRITE WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS AGREEMENT WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED, ANY LIMITED REMEDY HEREIN IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR THE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE).
20. Term; Suspension; Termination
Subject to earlier termination as provided below, these Terms will commence on the Effective Date and extend for the applicable period of your subscription or access to the Website, Web App, and/or the Mobile App. At the end of the applicable subscription term, these Terms and your subscription shall thereafter automatically extend for an additional period equal to your original subscription term, unless either party delivers at least thirty (30) days prior written notice to the other party of its desire to terminate.
At any time Farmbrite may, immediately upon notice to you, suspend access to any Service for the following reasons: (a) a threat to the technical security or technical integrity of the Service; (b) any undisputed amount due under the Agreement is not received by Farmbrite within five (5) days after it was due, (c) breach or violation by you of any laws, rules, or regulations in connection with your acts or omissions related to these Terms, or (d) use of the Service in a manner that overburdens the Service or otherwise impacts the integrity or quality of the Service.
Upon termination or expiration of the Terms for any reason, (a) any amounts owed to Farmbrite prior to such termination or expiration will be immediately due and payable, (b) all licensed and access rights granted will immediately cease to exist, (c) you shall discontinue all access and use of the Website, Web App, and/or the Mobile App, and Farmbrite may disable access thereto.All sections which are expressed to survive, or which by their nature should survive, will survive any expiration or termination of the Agreement.
21. Independent Contractor
The relationship of the parties established under these Terms is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.
22. Force Majeure
Except for payment obligations, neither party will be liable for any breach of these Terms, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control.
23. Severability
If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision. If any provision of the Terms is found to be unenforceable or invalid under any applicable law, and is not modifiable by the reviewing court in accordance with the preceding sentence, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provision(s) shall be deleted without affecting the remaining provisions.
24. Notice
Notices to you may be made via email. The Service may also provide notices of changes to the Terms, the privacy policy, or other matters related to the Service by displaying notices or links to you on the Website, Web App, and/or the Mobile App.
25. Use of Name and Logos
Farmbrite may include your name and logo: (a) on the Website and in its marketing materials, identifying you as a user of the Website, Web App, and/or the Mobile App, and/or (b) in a press release favorably publicizing your use of the Website, Web App, and/or the Mobile App.
26. Assignment
Farmbrite shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms without the written consent of Farmbrite.
27. Entire Agreement
These Terms, including any legal notices and disclaimers contained elsewhere on the , constitute the entire agreement between you and Farmbrite in relation to your use of the Website, Web App, and/or the Mobile App and supersede all prior agreements and understandings with respect to the same.
28. Governing Law & Disputes
These Terms will be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws. Any dispute related in any way to your use of the Website, Web App, and/or the Mobile App, or the Service shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws, and you submit to the jurisdiction of the courts located within Boulder County, Colorado for the resolution of any disputes between you and Farmbrite. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within ONE YEAR after such claim or cause of action arose or be forever barred.