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Effective Date: July 12th, 2024
Customer Agreement for Ranch Vision Software
This Customer Agreement forms a legally binding contract between Ranch Vision Technologies and any individual or entity that registers for the Ranch Vision Software (Customer). Please read these terms and conditions carefully. The Agreement is binding upon any use of the Software and takes effect once the Customer registers for the Software.
1. Registration and Trial
1.1 Registration To access and use the Ranch Vision Software, the Customer must first complete the registration process, providing accurate, complete, and current information, and keeping it updated. Registration constitutes an offer to trial and/or purchase the Software from Ranch Vision Technologies.
1.2 Trial Use For the duration of any free trial:
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The rights in clause 2.1 are limited to accessing and using the Software solely for the Customer's internal evaluation purposes.
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Ranch Vision Technologies provides the Software "as is," excluding all warranties, indemnities, obligations, and liabilities during the trial period.
1.3 Expiry of Trial Upon the expiry of any free trial, the Customer’s access to and use of the Software will automatically terminate unless the Customer subscribes to the Software.
2. Software and Services
2.1 Access and Use Ranch Vision Technologies grants the Customer a non-exclusive, non-transferable right to:
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Install the Software on supported devices.
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Allow licensed users to access and use the functionality of the Software according to the Customer’s subscription plan, during the term, for approved purposes, subject to the Agreement’s terms.
2.2 Usage Restrictions The Customer and its users must not:
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Install, access, or use the Software beyond the rights granted in clause 2.1.
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Rent, lease, sub-license, loan, copy, merge, or modify the Software.
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Disassemble, decompile, reverse-engineer, or create derivative works based on the Software.
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Make the Software available to anyone other than licensed users.
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Share user credentials or permit unauthorized access.
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Use the Software unlawfully, including hacking or inserting malicious code.
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Infringe on Ranch Vision Technologies' intellectual property or that of third parties.
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Upload or transmit harmful or objectionable material via the Software.
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Access the Software using unauthorized means that could damage Ranch Vision Technologies' systems or security.
2.3 Usage Responsibilities The Customer is responsible for:
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Ensuring users comply with the Agreement and remain accountable for their actions.
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Complying with applicable laws and obtaining necessary consents for data processing.
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Keeping user credentials secure and confidential.
2.4 Updates The Customer must install updates to the Software promptly. Ranch Vision Technologies is not liable for any failures if updates are not installed.
2.5 Services Any services provided by Ranch Vision Technologies must be documented in an order form.
3. Fees, Invoicing, and Payment
3.1 Fees Fees are payable for the Software and any additional services. Ranch Vision Technologies may adjust fees, including upon renewal or changes to the subscription plan or services requested.
3.2 Free Trials and Promotions Free trials and promotional pricing are limited-time offers and may not be combined.
3.3 Invoicing and Payment Ranch Vision Technologies will issue invoices for the fees. The Customer must provide debit or credit card information to purchase a subscription, which will be automatically charged unless payment on receipt of invoice is approved.
3.4 Late Payment If the Customer fails to pay fees by the due date, Ranch Vision Technologies may suspend access and charge interest.
3.5 Verification Ranch Vision Technologies may audit the Customer’s use of the Software with 14 days' notice. The Customer must provide requested access and reimburse audit costs if a breach is found.
3.6 Taxes Fees are exclusive of taxes. The Customer must pay applicable taxes in addition to the fees.
4. Intellectual Property Rights
4.1 Ownership All intellectual property rights in the Software and any derivative works remain with Ranch Vision Technologies or its licensors.
4.2 No Other Rights The Customer and users receive no rights to the Software other than those expressly granted.
4.3 Notice of Infringement The Customer must notify Ranch Vision Technologies of any infringements or claims related to the Software.
4.4 Remediation If the Software is subject to an IP claim, Ranch Vision Technologies may modify the Software or terminate the Agreement if necessary.
5. Data and Derivative Materials
5.1 Rights The Customer retains all rights to their data.
5.2 License The Customer grants Ranch Vision Technologies the right to process their data and warrants that all necessary consents have been obtained.
5.3 Other Data The Customer must treat other customers’ data as confidential information.
5.4 Derivative Materials Ranch Vision Technologies may create and use derivative materials from the Customer’s data, provided it does not identify the Customer without consent.
6. Privacy and Data Security
6.1 Privacy Both parties must comply with applicable privacy laws. Ranch Vision Technologies will process personal data in accordance with its Privacy Policy.
6.2 Data Security Ranch Vision Technologies will implement security measures to protect data against breaches and maintain business continuity measures. The Customer is responsible for data security on their devices.
6.3 Data Breaches Both parties must notify each other of any data breaches and provide necessary assistance to investigate. The Customer must determine breach notifications, with Ranch Vision Technologies retaining the right to notify if required by law.
6.4 Data Processing Agreement (DPA) The DPA applies if the Customer is based in the European Union.
7. Confidential Information
7.1 Confidentiality Both parties must keep confidential information confidential and use it only as permitted by this clause.
7.2 Permitted Use Confidential information may be used to fulfill the Agreement’s obligations.
7.3 Permitted Disclosures Confidential information may be disclosed to affiliates, personnel, or as required by law, with similar confidentiality obligations.
7.4 Publicity The Customer agrees that Ranch Vision Technologies may disclose that they are a customer and use information about their usage for marketing with prior consent.
8. Disclaimer and Non-Excludable Terms
8.1 Disclaimer Ranch Vision Technologies excludes all conditions, warranties, and guarantees except those explicitly stated in the Agreement.
8.2 Non-Excludable Terms If a condition, warranty, or guarantee cannot be excluded, Ranch Vision Technologies’ liability is limited as per the options stated.
9. Indemnities
9.1 Ranch Vision Technologies Indemnity Ranch Vision Technologies indemnifies the Customer against losses arising from IP claims or confidentiality breaches, except if caused by the Customer.
9.2 Customer Indemnity The Customer indemnifies Ranch Vision Technologies against losses from claims related to the use of the Software or data breaches.
9.3 Conduct of Claims The indemnifying party must control the defense of third-party claims and be provided with necessary information and assistance.
9.4 Exclusive Remedy Indemnification clauses are the exclusive remedy for the matters they cover.
10. Limitations and Exclusions of Liability
10.1 Force Majeure Neither party is liable for delays or failures caused by force majeure events.
10.2 Third-Party Content The Customer accesses third-party content at their own risk, and Ranch Vision Technologies excludes liability for such content.
10.3 Limitation of Liability Liability is capped at 50% of the fees paid or payable in any year.
10.4 Exclusion of Liability Neither party is liable for consequential losses.
10.5 Unlimited Liabilities Liability limits do not apply to indemnities, fee payments, or matters where liability cannot be limited by law.
10.6 Operation Limitations and exclusions apply to the maximum extent permitted by law.
11. Term, Suspension, and Termination
11.1 Term The Agreement begins upon registration and continues until terminated.
11.2 Auto-Renewal Subscriptions automatically renew unless terminated by the Customer with 30 days' notice before the current term expires.
11.3 Suspension Ranch Vision Technologies may suspend access for breach, maintenance, or security reasons.
11.4 Termination for Convenience Either party may terminate with 30 days' written notice.
11.5 Termination for Cause Either party may terminate immediately for irremediable or unaddressed material breaches or insolvency events.
11.6 Termination for Variation The Customer may terminate if adversely affected by an amendment, with 30 days' notice.
12. Consequences of Termination
12.1 General Consequences Upon termination, the Customer must stop using the Software, delete it from devices, and pay all due fees.
12.2 Refunds Refunds are not provided except for specific termination scenarios.
12.3 Data Export The Customer can export data within 30 days of termination. Ranch Vision Technologies has no obligation to retain data afterward.
12.4 Survival Certain clauses survive termination.
13. Disputes and Notices
13.1 Disputes Disputes must be addressed per clause 13.2 before court or arbitration proceedings.
13.2 Resolution Parties must use reasonable efforts to resolve disputes within 14 days of notification.
13.3 Notices Notices must be in writing, addressed to the last notified address, and are deemed received when delivered or received.
14. General
14.1 Entire Agreement This Agreement contains the entire agreement and supersedes prior conduct.
14.2 Inconsistency In case of any inconsistency between the terms of any Order Form, the DPA (if applicable), and this Customer Agreement, the terms of the document listed first will prevail to the extent of the inconsistency.
14.3 Amendment Ranch Vision reserves the right to unilaterally amend the terms of this Agreement (including Fees) periodically to reflect changes in market conditions, the Software, Services, technologies, payment methods, or Law. Ranch Vision will notify Customer of any such amendments by: (a) posting the amended version of this Customer Agreement at www.ranchvision.io/terms-of-service; or (b) providing written notice to Customer at least 30 days before the amendment takes effect, if the amendment pertains to the Fees or an Order Form provision.
Customer’s continued use of the Software or Services after the amendment constitutes acceptance of the updated terms. Amendments may also be agreed upon in writing by both parties.
14.4 Transfers Customer may not assign its rights or delegate its duties under this Agreement without Ranch Vision’s prior written consent. Ranch Vision, however, may assign its rights or delegate its duties under this Agreement without needing Customer’s prior written consent. Customer agrees in advance to Ranch Vision’s right to assign or transfer the Agreement to: (a) any Affiliate of Ranch Vision; or (b) any entity purchasing all or a substantial part of Ranch Vision’s or its Affiliates’ shares or assets.
14.5 Further Assurances Both parties agree to take all necessary actions and sign any necessary documents to fully realize the intent of this Agreement and the transactions it contemplates.
14.6 Waiver No delay or failure in exercising any right, power, or remedy under this Agreement will constitute a waiver of that right, power, or remedy. A partial or single exercise of any right, power, or remedy will not prevent further exercise of that or any other right, power, or remedy. A waiver is only effective if it is in writing and signed by the waiving party.
14.7 Cumulative Remedies The rights, powers, and remedies provided under this Agreement are cumulative and do not exclude any other rights, powers, or remedies provided by law, equity, or any other agreement.
14.8 Severability If any provision of this Agreement is found to be invalid or unenforceable in any jurisdiction, it will be ineffective only to the extent of the invalidity or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
14.9 Third-Party Rights Only Ranch Vision and Customer have rights under this Agreement. No other party has the right to enforce any term or must consent to any changes or rescission of this Agreement.
14.10 Costs Each party is responsible for its own costs incurred in the negotiation, preparation, execution, and performance of this Agreement, unless explicitly stated otherwise.
14.11 Governing Law and Jurisdiction This Agreement is governed by the laws of the United States. Each party agrees to the non-exclusive jurisdiction of the courts located in the United States and waives any objections to venue.
15. Definitions and Interpretation
15.1 Definitions The following definitions apply unless the context requires otherwise:
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Affiliate: Any entity that controls, is controlled by, or is under common control with a party.
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Agreement: This Customer Agreement, any Order Form, and, if applicable, the DPA.
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Ranch Vision: Ranch Vision Technologies, including its Affiliates.
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Approved Purpose:
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(a) For agricultural managers or farmers: managing the agricultural property.
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(b) For professional advisors: accessing and advising on data of agricultural properties (with required consents).
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Claim: Any demand, claim, action, or proceeding, whether present or future, known or unknown, immediate or contingent.
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Confidential Information: All confidential business or operational information of a party, including customer, product, service, personnel, and intellectual property details.
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Consents: Any required licenses, permissions, approvals, or other authorizations.
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Consequential Loss:
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(a) Includes losses such as profits, revenue, data, use, reputation, goodwill, business opportunities, management time, or credit rating.
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(b) Losses that do not arise naturally from a breach of the Agreement or other event giving rise to liability.
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Control: The power to direct management or policies, including through ownership of more than 50% of voting rights or appointing a majority of the board.
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Data: Any data uploaded to or processed through the Software by Customer or its Users.
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Derivative Materials: Materials derived by Ranch Vision from or by reference to Customer Data.
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Dispute: Any dispute arising in connection with the Agreement.
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Documents: All online materials related to the Software provided to Customer.
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DPA: Ranch Vision’s Data Processing Addendum available at its specified URL.
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Fees: The charges for Software and any additional Services as specified in an Order Form.
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Force Majeure Event: Events beyond a party's reasonable control, such as natural disasters, strikes, wars, or utility failures.
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Insolvency Event: Events indicating a party's financial instability, such as ceasing business operations, inability to pay debts, or entering liquidation.
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Intellectual Property Rights: All forms of intellectual property protection, including copyrights, trademarks, patents, and related rights.
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Law: All applicable laws, regulations, and legal orders.
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Order Form: A document specifying the Software and Services ordered by Customer.
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Personal Data: Information about an identifiable individual, including data as defined by applicable Privacy Laws.
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Personnel: Employees, contractors, or agents under a party's control.
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Privacy Laws: means all applicable Laws governing the Processing of Personal Data, including (where applicable) the California Consumer Privacy Act (CCPA), General Data Protection Regulation (EU) 2016/679 (for EU customers), and any other relevant privacy regulations.
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Privacy Policy: Ranch Vision’s privacy policy available at its specified URL.
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Process: Actions such as collecting, using, disclosing, or modifying data.
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Services: Any additional services provided by Ranch Vision, such as support, training, or data migration.
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Software: The Ranch Vision software applications, including updates and related documentation.
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Tax: Any governmental tax, levy, or charge, including sales tax, GST, and VAT.
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Update: Any updates or upgrades to the Software or Documents.
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User: Any person using the Software through Customer’s subscription.
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Year: A calendar year starting from the date of Customer’s registration or an anniversary of that date.
15.2 Interpretation
The following rules apply unless the context requires otherwise:
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(a) Headings are for convenience only and do not affect interpretation.
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(b) Singular includes plural and vice versa.
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(c) No interpretation against a party solely because it proposed the Agreement.
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(d) Defined terms include corresponding grammatical forms.
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(e) References to persons include entities and organizations.
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(f) References to agreements or documents include amendments or replacements.
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(g) References to legislation include modifications and related regulations.
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(h) References to writing include visible or tangible representations.
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(i) Terms like “including” do not limit what else might be included.
Notice to existing Customers: The updated Customer Agreement will apply to your use of Ranch Vision software and services from July 30th, 2024