TERMS AND CONDITIONS
This Web Site has been developed as a service of FARMWAVE LLC (“FARMWAVE”). By accessing and using the website located at www.farmwave.io (or any affiliated sites) (collectively, the “Web Site”), you agree to be bound by the Terms and Conditions (hereinafter, the “Terms” or “Agreement”) in effect at the time of each such access or other use. You also acknowledge that FARMWAVE may, from time to time, in its sole discretion and without notification to you, change these Terms. You should review the Terms each time you visit or use the Web Site. If you do not agree to these Terms, do not use the Web Site. As used in these Terms, “we” includes FARMWAVE, its subsidiaries, affiliates, and any third-party vendors we hire to assist in the administration of the Web Site, the collection, cataloging and/or analysis of data, and/or the processing or handling of any visitor transactions.
DO NOT SUBMIT ANY MATERIALS, IMAGES, PHOTOGRAPHS, VIDEOS OR OTHER CONTENT UNLESS You own or control all rights in and to the SUCH MATERIALS and have the right to grant the license RIGHTS DESCRIBED IN THESE TERMS.
BY SUBMITTING ANY CONTENT TO FARMWAVE, You represent and warrant that all Submissions (as described below) submitted to FARMWAVE or otherwise transmitted or posted by You are validly owned or licensed by You. In the event that You acquired the Submission during the course of Your employment OR CONTRACT duties, You hereby represent and warrant that Your employer is aware of the Submission and Your use thereof. Please consult with your employer before submitting any Submission to FARMWAVE. All Submissions are subject to these Terms and Conditions.
License and Access to the Web Site and the Services
No person under the age of eighteen (18) is authorized to access or use this Web Site and the Services. User access to, and use of, the Web Site is subject to all applicable federal, state, local and international laws and regulations. Use of this Web Site is void where prohibited. By using this Web Site, you represent and warrant that you are eighteen (18) years of age and that you have the right, authority and capacity to enter into this Agreement and abide by the Terms.
The artificial intelligence available via the Web Site (both mobile and standard), allow for the creation of “field reports” which are the combination of images, voice dictation, video, and typed notes. Images and video are then sent to the FARMWAVE cloud for “processing” via artificial intelligence and machine learning to identify pathogens, pests, and weeds, using image recognition (collectively, the “Services”)
FARMWAVE grants you a limited, non-transferable license to access and use the Web Site. This license shall not include any resale or commercial use of the Web Site or its contents; any derivative use of the Web Site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including FARMWAVE’s, text, page layout, or form) of FARMWAVE or our affiliates without our prior express written consent.
FARMWAVE accepts no liability for the accuracy or completeness or use of, nor any obligation to update, the information contained on this Web Site. We make no guarantees regarding the availability of the Web Site. Furthermore, we reserve the right, within our sole discretion, to discontinue the Web Site. You agree that we will not be liable to you for any such discontinuance or modification of the Web Site. Any rights not expressly granted by these Terms are reserved by us.
You are under no obligation to use or continue to use the Web Site and may temporarily or permanently cease using the Web Site without notice to FARMWAVE. Any use of the Web Site, or any portion thereof, in violation of the foregoing shall constitute a violation of these Terms and may result in, among other things, termination or suspension of your rights to use the Web Site or any portion thereof.
Before using certain areas of the Web Site (including the registration of your Account) you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked ”I Accept,” “I Agree,” “Okay,” “I Consent” or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms and any Click-Through Agreement, the Click-Through Agreement will govern.
Restrictions on Your Use
All content within the Web Site and any materials made available from the use of the Services or on these pages for downloading, if any, are the property of FARMWAVE and/or its affiliates or other third parties. The Web Site, content, and portions of the Web Site are protected by copyright and trademark laws. This Agreement does not grant any license to modify or alter the materials on the Web Site that are viewed, downloaded or otherwise accessed by you. You shall keep intact all proprietary notices, including copyright notices, contained on any downloadable materials. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your use of the Web Site.
To the extent applicable, when accessing the Web Site, you are required to use the security procedures currently or hereafter maintained by us to confirm that only authorized users have access to certain information provided at, or contained in, the Web Site. You are prohibited from utilizing alter-egos or other disguised identities when accessing the Web Site. All forms of indirect and ‘spoofed’ access are strictly prohibited.
In addition, you agree not to use the Web Site:
- To transmit any viruses, worms, defects, Trojan horses, time bombs, cancel-bots, corrupted files, or other items of a destructive nature;
- To post, transmit, submit, or include any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable content, material, or information of any kind, or any content, material, or information that may give rise to criminal or civil liability;
- submit or post any false or misleading information;
- To violate, infringe, or misappropriate the intellectual property, publicity, privacy, or other proprietary rights of FARMWAVE, or any other person or entity.
- In any way that violates any applicable federal, state local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material [without our prior written consent], including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
FARMWAVE reserves the right to prohibit access, use, conduct, communications, or content that we, in our sole discretion, deem to be harmful to the FARMWAVE, the Web Site users, our brand, or any other person or entity, or that violates these Terms and/or applicable law.
Intellectual Property Ownership
Any and all intellectual property rights associated with the Web Site (other than the Submissions and User Generated Content), including, without limitation, design, texts, graphics, pictures, video, information, applications, software, music, south, and other files contained therein or related thereto, and the arrangement thereof, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (“Intellectual Property”) are the sole property of FARMWAVE or third parties. Except as otherwise expressly authorized by these Terms, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Web Site in any way without the express written consent of FARMWAVE or the express written consent of the appropriate third party, as applicable. Except as provided herein, FARMWAVE does not grant to you any express or implied rights to FARMWAVE or any third party’s Intellectual Property.
All materials, images, photographs, videos and media that you submit, including, without limitation, images of plant life, whether via a mobile application, device, computer or any other digital transmission (“Submissions”) will be considered non-confidential and non-proprietary for all purposes whatsoever. By providing a Submission to us, you expressly grant us an unrestricted, irrevocable, perpetual, transferable (i.e., fully assignable and sub-licensable), worldwide, royalty-free license to disclose, copy, reproduce, display, publicly perform, transmit, distribute, translate, reformat, incorporate, and otherwise use the Submission along with your name, photograph, voice, likeness and other information, content, or materials embodied therein, in whole or in part, and create derivative works therefrom, in any media now known or hereafter developed, and for any and all commercial or non-commercial purposes without compensation to you or anyone else. You also permit any user to access, display, view, store, and reproduce, for personal use only, your Submission as posted by us.
You are fully responsible for your Submissions. You agree that your Submissions comply in all respects with these Terms and shall not be made on behalf of any person or entity without their prior written consent. You may not include any content (e.g., text, photos, images, quotes, logos, etc.) that is the property of another (e.g., protected by copyright, trademark, or other intellectual property rights), unless you have express, written permission to do so.
Other Content License
As between you and FARMWAVE, you may possess certain copyright intellectual property rights you have under law in other content that you may submit, display and/or post via the Web Site. This content, which includes, but is not limited to your comments, reviews, analysis, proposals and feedback, submitted in any form or medium, whether by emails, posting or otherwise, is considered “User Generated Content.” Your use of the Web Site and your submission and/or posting of User Generated Content grants FARMWAVE, and its affiliates, an express, perpetual, irrevocable, royalty-free, worldwide, and non-exclusive license to access, store, reproduce, adapt, modify, format, delete, translate, transmit, use, disclose, sublicense, manipulate, prepare derivative works, publish, publicly perform, publicly display, distribute and communicate any and all User Generated Content, without any obligation, notification or compensation to you. This license is granted to FARMWAVE with respect to the use of such User Generated Content in connection with the Web Site and any subsequent version or modification thereof, and is subject to limitation only by your removal or FARMWAVE removal of such User Generated Content from the Web Site.
You agree and acknowledge that the foregoing license grants to FARMWAVE and its affiliates the full right and authority to use User Generated Contents for any purpose related to the Web Site, including the marketing, sale, syndication, and development of the Web Site and any successors thereto. This license includes an unrestricted right and authority for FARMWAVE to make the User Generated Content available to sublicense to other companies, organizations or individuals with whom we have a relationship.
You agree and acknowledge that FARMWAVE and its affiliates may modify, adapt, reformat, and otherwise alter or make use of your User Generated Content in such manner as may be required to conform User Generated Content to standards, protocols, formats and requirements related to the Web Site and any medium by which they are accessible currently or prospectively.
You agree and acknowledge that FARMWAVE and its affiliates are licensed to transmit or distribute the User Generated Content in all formats and mediums over various networks.
Your use of the Web Site and your submission and/or posting of User Generated Content confirms your representation and warranty that you possess all necessary legal rights, power and authority to grant to FARMWAVE the foregoing license granted to FARMWAVE and its affiliates and you further represent, warrant and agree that none of the User Generated Content will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain false, intentionally misleading, libelous, defamatory or otherwise unlawful statements.
FARMWAVE is under no obligation to review any User Generated Content submitted, posted or otherwise displayed on the Site and assumes no responsibility or liability relating to any such User Generated Content. You may not imply that any User Generated Content is any way sponsored or endorsed by FARMWAVE. FARMWAVE reserves the right, but not the obligation, to refuse to post or remove any User Generated Content at our sole and absolute discretion.
The Web Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Web Site.
All User Contributions must comply with the Content Standards set out in these Terms. Any User Contribution you post to the Web Site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Web Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that (i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and (ii) all of Your User Contributions do and will comply with these Terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the FARMWAVE, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. FARMWAVE is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Web Site.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Web Site or the public or could create liability for the FARMWAVE.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Web Site.
- Terminate or suspend your access to all or part of the Web Site for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Web Site. YOU WAIVE AND HOLD HARMLESS THE FARMWAVE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Web Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state local or international laws and regulations.
Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Web Site infringe your rights under U.S. copyright law, you (or your agent) may send to FARMWAVE a written notice by mail, e-mail or fax, requesting thatFARMWAVE remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to FARMWAVE a counter-notice. Notices and counter-notices must be sent in writing and meet the then-current statutory requirements imposed by the DMCA (see http://www.copyright.gov/ for details), which, with respect to notices of infringement, currently include, among other requirements, the following:
- Sufficient information identifying the copyrighted work(s) believed to be infringed.
- Sufficient information identifying the allegedly infringing material(s) and the location of such material(s) in order to permit FARMWAVE to locate such material(s).
- A statement from the owner (or the owner’s authorized representative) of the copyrighted work(s) believed to be infringed that such owner or authorized representative has a good faith belief that the allegedly infringing materials are used in a manner not authorized by the copyright owner, its agent, or the law.
- Contact information for the complaining party, including a mailing address, a telephone number and, if available, an email address.
- A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.
- A signature or the electronic equivalent from the owner (or the owner’s authorized representative) of the copyrighted work(s) believed to be infringed.
Notices and counter-notices must be sent in writing to FARMWAVE’s DMCA agent as follows:
Mail: FARMWAVE, 3820 Mansell Rd, STE 150, Alpharetta, GA 30022
This Web Site may provide or include links to other world wide web sites or resources. While FARMWAVE attempts to provide links only to third-party Web Sites that comply with all applicable laws and regulations and FARMWAVE’s standards, please understand that the content on these third-party Web Sites is subject to change without notice to FARMWAVE. Because we have no control over such sites and resources, you acknowledge and agree that FARMWAVE is not responsible for the availability of such external sites, or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. YOU FURTHER ACKNOWLEDGE AND AGREE THAT FARMWAVE 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 SITES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.
FARMWAVE prohibits caching of any portion of the Web Site and any unauthorized hypertext links to the Web Site. We reserve the right to disable any unauthorized links or frames. If you desire to provide a hyperlink from your Web Site to the Web Site, you must contact FARMWAVE to discuss mutually agreeable terms for such hyperlink.
Reliance on Information Posted
The information provided through the Services and on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
The owner of this Web Site is based in the State of Georgia in the United States. Although this Web Site may be accessible for use by persons located outside of the United States, we make no claims that the Web Site or any of its content is accessible or appropriate outside of the United States. Access to the Web Site may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you do so on your own initiative and are so responsible for compliance with local laws.
Exclusion of Warranty
Any use of the Web Site or reliance upon any of the information contained therein, and any use of the Internet generally shall be at your sole risk. FARMWAVE disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information accessible by use of the Web Site.
FARMWAVE MAKES NO WARRANTY OF ANY KIND REGARDING THE WEB SITE AND SERVICES AND/OR ANY MATERIALS PROVIDED ON THE WEB SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. FARMWAVE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA PROVIDED THROUGHOUT THE SERVICES OR FOUND ON THE WEB SITE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. FARMWAVE DOES NOT WARRANT THAT THE WEB SITE, ITS SERVERS OR ANY E-MAIL SENT FROM IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NEITHER FARMWAVE, NOR ITS AFFILIATES, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (1) THE OPERATION OR PERFORMANCE OF THE WEB SITE, (2) ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH THE WEB SITE OR ANY LINKS PROVIDED BY OR THROUGH THE WEB SITE; (3) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE WEB SITE; OR (4) THE INTERNET GENERALLY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERM, PROVIDED HOWEVER YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
Limitation of Liability
FARMWAVE ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEB SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEB SITE. IN NO EVENT SHALL FARMWAVE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGES, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE WEB SITE OR CONTENT FOUND THEREIN.
Choice of Law and Forum
These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be filed only in the state or federal courts located in the Atlanta, State of Georgia, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purposes of litigating such claim or action.
Indemnity and Release
By using this Web Site, you agree to indemnify FARMWAVE and its parents, subsidiaries, affiliates, and their respective officers, directors, managers and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from (i) the Submissions, (ii) your use of the Services or the Web Site, or (iii) any breach of this Agreement. By using the Web Site, you are hereby agreeing to release FARMWAVE and its parents, subsidiaries, affiliates, and their respective officers, directors, managers and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to your use of the Web Site.
Severability and Integration
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and FARMWAVE with respect to this Web Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and FARMWAVE with respect to this Web Site. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining portion shall remain in full force and effect.
Changes to the Terms
We may periodically modify and supplement these Terms and the notice provided to you will be the updating of these Terms. You are responsible for regularly checking these Terms for revisions. All amended Terms become effective upon our posting to the Web Site, and any use of the Web Site after such revisions have been posted signifies your consent and agreement to the modified Terms.
This Agreement was last modified and is effective as of July 18, 2018.