To access or use our Services, you must agree to comply with and be bound by this Agriscout Inc. "Terms of Service Agreement" and all applicable laws and regulations. If you do not agree with any part of this Agreement, you must not use our Services.
This agreement is between Agriscout Inc. (hereinafter referred to as "AgriScout"), a corporation existing under the laws of Canada, and the party (hereinafter referred to as "Client") accepting Agriscout's "Terms of Service Agreement". Whereas, the Client wishes to use services and software owned by Agriscout; and whereas Agriscout is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement; Now therefore this agreement witnesses that in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby covenant and agree as follows:
The Client hereby agrees to engage AgriScout to provide the Client with the software-as-a service offering and related services, as well as any user manuals, handbooks, guides or other documentation relating to such services (collectively, the "Services"). AgriScout agrees to provide the Services to the Client pursuant to the terms of this Agreement.
AgriScout represents and warrants that the Services will be performed in a professional manner.
The Services will include any other task or services that the Parties agree to in writing from time to time ("Additional Services").
The Client hereby acknowledges and agrees to the software-related terms and conditions relating to the Services set forth in "Terms and Conditions"
The term of this Agreement will begin on the date executed or accepted by the Client (the "Effective Date") and will remain in full force and effect indefinitely until terminated as provided in this Agreement (the "Term").
In the event that either Party wishes to terminate this Agreement, the Party will be required to provide 30 days' written notice to the other Party.
In the event that either Party breaches a material provision of this Agreement, the non-defaulting Party may terminate this Agreement immediately with written notice to the defaulting Party. In the event of such termination, the defaulting Party shall indemnify and defend the non-defaulting Party against all reasonable losses, damages, liability, costs and expenses relating to the default and termination.
This Agreement may be terminated at any time by mutual written agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of AgriScout and Client will end upon the termination of this Agreement, including AgriScout's obligation to provide the Client with any access to the Services. Upon termination of this Agreement, the Client shall immediately discontinue use of the Services and delete, destroy, or return all copies of AgriScout's IP (as defined below) and, upon request of AgriScout, certify in writing to AgriScout that such AgriScout IP has been deleted or destroyed.
The Client will pay the AgriScout for the Services based on the rates or pricing agreed to in any written quotation or work order furnished to the client, failing which, in accordance with AgriScout’s prevailing ordinary pricing. For any Additional Services, the Client will pay AgriScout such other rates or pricing as the Parties may agree in writing from time to time (collectively, the "Compensation"). The price for the Services and any Additional Services may be modified by AgriScout from time to time upon providing not less than 30 days notice to the Client.
The Client will be invoiced in accordance with AgriScout’s standard practice.
All fees are to be paid by the Client to AgriScout within thirty (30) days following the receipt of the invoice. All fees are to be paid immediately if the Client terminates this Agreement pursuant to Section 2.2 or if AgriScout terminates this Agreement pursuant to Section 2.3.
If the Client fails to make any payments due to AgriScout and such failure continues for five days or more, AgriScout may suspend the Services, including, without limitation, the Client's, and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
All monetary amounts referred to this Agreement are in Canadian Dollars (CAD). The Compensation does not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
The Parties acknowledge that in connection with the performance of the Services under this Agreement, the Parties will receive or have access to non-public, proprietary and/or Confidential Information relating to the Services. Confidential Information refers but is not limited to, any information, knowhow, data, patent, copyright, trade secret, process, technique, program, design, formula, marketing, advertising, financial, commercial, sales or programming matter, written materials, compositions, drawings, diagrams, computer programs, studies, work in progress, visual demonstrations, ideas, concepts, and other data, whether oral, written, graphic, electronic, or any other form or medium whatsoever, which has been (including prior to the Effective Date) or may be exchanged between the Parties ("Confidential Information"). The Confidential Information shall not include the following: (i) Information which is or becomes generally available to and known by the public, other than as a result of the Services or material breach of this Agreement; or (ii) Information which is required by law to be disclosed, provided that the disclosing Party shall give prompt written notice to the other Party of such requirements, disclose no more information than is so required and cooperate with any attempts by the other Party to obtain a protective order or similar treatment.
All Confidential Information constitutes the sole and exclusive property and the Confidential Information of their respective owner, which it is entitled to protect. Each Party shall hold and maintain all Confidential Information in confidence and shall have an obligation to protect the Confidential Information from any harm, tampering, unauthorized access, sabotage, access, exploitation, manipulation, modification, interference, misuse, misappropriation, copying or disclosure whatsoever, except as specifically authorized by the other Party in writing. The standard of care for protecting Confidential Information will be at least that degree of care each Party uses to prevent disclosure, publication, or dissemination of its own Confidential Information, but in no event less than reasonable care. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Without the prior written consent of the other Party, each Party shall not disclose any Confidential Information to any person other than to such of its employees, officers, directors, contractors, agents, and professional advisors who need to know and, in such event, only to the extent necessary to fulfill such Party's obligations under this Agreement. Each Party shall destroy all Confidential Information, including all records, summaries, analyses, notes or other documents and all copies thereof, immediately upon request by the other Party and, if requested by each Party, will certify in writing to the Party that such destruction has occurred. The destruction of such documents shall in no event relieve the other Party of its obligations of confidentiality set out in this Agreement, with respect to such destroyed information.
AgriScout's intellectual property includes the Services and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any inventions (whether patentable or not), patents, patent applications, registered designs, and applications thereof, copyright material including computer software, technical information, and know-how, or other intellectual property provided to the Client or any Authorized User (as defined in "Terms and Conditions") in connection with the foregoing (“AgriScout IP”).
The Client acknowledges that, as between the Client and AgriScout, AgriScout owns all right, title, and interest, including all intellectual property rights, in and to AgriScout IP and, applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to any third-party products related to the Services.
Except as the agreement expressly provides, the Services and all services content are provided “as is” and AgriScout hereby disclaims all warranties and conditions, whether express, implied, statutory, or otherwise. AgriScout specifically disclaims all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. AgriScout makes no warranty of any kind that intellectual property of AgriScout, or any products or results of the use thereof, will meet client's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.
In no event will AgriScout be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise for any: (a) consequently, incidental, indirect, exemplary, special, aggravated or punitive damages; (b) increased costs, diminution in value, or lost business, production, revenues or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether AgriScout was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will AgriScout's aggregate liability arising out of or related to this Agreement, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise exceed the total amount paid to AgriScout under this Agreement in the 12 month period preceding the event giving rise to the claim.
This Agreement may not be assigned by the Client without prior written consent of AgriScout, which shall not be unreasonably withheld. This Agreement may be assigned by AgriScout without consent of the Client.
To the event that AgriScout undergoes a change of control or conveys all or substantially all of its assets to a third party, AgriScout shall ensure that either AgriScout or the purchaser, as applicable, either: (a) assumes AgriScout's obligations to the Client specified in this Agreement; or (b) terminates this Agreement in accordance with its terms.
No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by fax or email or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows: (i) If to the Client, at the contact details reflected in AgriScout's records. (ii) If to AgriScout: AgriScout Inc. 759 Darlington Road Brookfield, PE C0A 1Y0 Attention: Craig McCloskey Email: craig@agriscout.ai (b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a business day or if delivery or transmission is made on a business day after 5:00 p.m. at the place of receipt, then on the next following business day) or, if mailed, on the third business day following the date of mailing; provided, however, that if at the time of mailing or within three business days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid. (c) Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section 7.3. (d) In this Section 7.3, "business day" means any day, other than a Saturday, Sunday or statutory holiday in the Province of Prince Edward Island, on which commercial banks are open for business.
This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by the laws of the Province of Prince Edward Island and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Prince Edward Island over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts, and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.
Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction.
This Agreement may be executed and delivered in any number of counterparts or by electronic acceptance through an online “terms of service” portal or the like, with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement. The effective date of this Agreement shall be the date upon which the Client accepts the electronic “terms of service”.
Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement: (a) the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; (b) references to an "Article" or "Section" followed by a number refer to the specified Article or Section of this Agreement; (c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; (e) the word "including" is deemed to mean "including without limitation"; (f) the terms "Party" and "the Parties" refer to a party or the parties to this Agreement; (g) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time; (h) references to persons and entities shall include individuals, corporations, partnerships, firms, joint ventures, syndicates, associations, trusts, unincorporated organizations, governments, governmental agencies and other legal or business entities or organizations of any kind whatsoever; and (i) all dollar amounts refer to Canadian dollars.
This Agreement constitutes the entire agreement between the parties with respect to the subject-matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to such subject matter except as provided herein or therein.
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