End-User Agreement for Use of AgVision Anytime.com Software
Please read carefully the following terms and conditions.
You, (either an individual, corporation or other entity), hereinafter called the “End-User” may only access and use this AgVision Anytime.com Software, with the legal authorization of your Agribusiness (typically a grain handling or storage facility, grain elevator, grain terminal, ag retailer, feed manufacturer, agronomy/fertilizer operation, ethanol plant, and/or tree-nut handler) herinafter called “Agribusiness”. In order to provide you, the End-User, authorized access to AgVision Anytime.com, the Agribusiness must have a legal and active AgVision Software license agreement with Dairyland Midwest Inc, dba DMI Computer Technologies hereinafter called (“DMI”), an Iowa corporation. By the Agribusiness providing the End-User, authorized login and access to the AgVision Anytime.com software product, the End User agrees and accepts all the terms, conditions and limitations contained in this End-User Agreement for the use of AgVision Anytime.com:
The Term of this Agreement becomes effective immediately on the date the End-User receives authorization from the Agribusiness to access information by login into the AgVision Anytime.com software. The term remains in effect and automatically renews annually until the End-User access is terminated or rescinded by the Agribusiness or by DMI. It will also terminate if the Agribusiness fails to properly re-license, defaults on and/or violates the terms and conditions of its License Agreement for AgVision Software with DMI. . The Agreement also will terminate if the End-User violates any of the provisions contained within this Agreement. All End-User questions or issues regarding AgVision Anytime.com including but not limited to, the use, access, technical supports, account information, passwords, security, or termination of access are the sole responsibility of the Agribusiness and must be directed to the Agribusiness and not DMI.
DMI retains the sole right to charge an End User license fee.
The End-User acknowledges that the AgVision Anytime.com Software is the subject of this Agreement (including without limitation, all related computer programming codes, object codes, source codes, software, external interfaces, user manuals and instructional manuals, whether written, oral, electronic or in any other medium, that may be delivered to the Agribusiness and/or the End-User in connection therewith) is and will remain the sole and exclusive property of DMI, and may not be copied, de-compiled, reverse engineered, altered, modified, supplemented, improved, assigned (except as expressly permitted herein), shared, re-licensed, sub-licensed or leased by the Agribusiness and/or the End-User without the expressed written permission of DMI. Any enhancements, improvements or supplements to any Product (whether or not the subject of a copyright or patent) that may at any time be developed or conceived by Agribusiness and/or End User will constitute a part of that Product for purposes of this Agreement, and will also be the sole and exclusive property of DMI. To the extent the Agribusiness and/or End User at any time develops, conceives or becomes the holder of any right, title or interest in or to any such enhancements, improvements or supplements, the Agribusiness and /or End-User will promptly thereafter notify DMI of the same, and will be deemed to have hereby conveyed, transferred and assigned the same to DMI without further consideration being payable therefor by DMI.
DMI will be entitled to install as a part of the AgVision Anytime.com Software such customary protective features and notices of DMI’s proprietary rights and interests in and to the Product(s) as DMI deems necessary or appropriate for its protection and for the protection of its proprietary interests in the Product. The End-User will accept, install and use the Product(s) subject to such protective features and notices, and will not attempt to disable, disengage or otherwise defeat any such protective features.
AgVision Anytime.com may be used by the Agribusiness and the End User only for lawful purposes and in accordance with the instructions and guidelines provided by DMI to the Agribusiness and/or to the End User from time-to-time. The limited rights and licenses granted to the Agribusiness and the End User hereunder may not be sub-licensed by the Agribusiness and the End User to any other person or entity without the express written consent of DMI, and will immediately expire upon the expiration or termination of this Agreement.
The End-User acknowledges and agrees that upon any expiration or termination of the license agreement between the Agribusiness and DMI, DMI will be entitled to permanently disable or disengage the AgVision Anytime.com Product or the use or functionality thereof without notice or further obligation to the End User
The End-User of the AgVision Anytime.com hereby releases and discharges DMI and its directors, officers, shareholders, employees and agents of and from any and all debts, obligations, liabilities, costs and expenses (including without limitation, reasonable attorneys fees) of any nature and of any kind whatsoever resulting from or arising out of (a) the use, misuse, application or exploitation of the AgVision Anytime.com Software (b) caused by timeliness variances, inaccurate data, and or delays of the data presented in the AgVision Anytime.com (c) caused by the disability or disengagement of the AgVision Anytime.com Software by DMI (d) any claims, demands, actions, causes of action or proceedings arising out of or relating to such use, misuse, application, exploitation, disabling or disengagement of the AgVision Anytime.com Software.
DMI will have no obligation to provide end-user support services, maintenance services or other services to the End -User with respect to the AgVision Anytime.com Software. DMI may elect to offer such services to the Agribusiness in DMI’s discretion upon such terms and subject to such conditions as are satisfactory to DMI. In the event DMI shall, in its sole discretion, provide any end -user support services or maintenance services or advice regarding the AgVision-Anytime.com software or the installation or use thereof, those services will be rendered without warranty, whether expressed or implied.
DMI MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT, ANY FORM OR MEDIUM IN WHICH IT MAY BE MADE AVAILABLE TO AGRIBUSINESS AND/OR END-USER , OR DMI’S OBLIGATIONS UNDER THIS AGREEMENT OR ANY AGVISION SOFTWARE END-USER MAINTENANCE AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY (DMI AND THE END-USER) WILL AT ANY TIME BE LIABLE TO THE OTHER PARTY, WHETHER PURSUANT TO THIS AGREEMENT, IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR OTHER SIMILAR RELIEF, SUCH AS BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, WHETHER RESULTING FROM OR ARISING OUT OF ITS PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, ITS OR ANY OTHER PERSON’S OR ENTITY’S USE OF THE PRODUCT, OR OTHERWISE. IN ADDITION, DMI SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR DAMAGES IN EXCESS OF THE SUM OF THE LICENSE FEE ACTUALLY RECEIVED BY DMI PURSUANT TO THIS AGREEMENT.
NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY (DMI AND THE END-USER) WILL AT ANY TIME BE LIABLE TO THE OTHER PARTY WHETHER PURSUANT TO THIS AGREEMENT, IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES OR OTHER SIMILAR RELIEF, SUCH AS BUT TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, WHETHER RESULTING FROM OR ARISING OUT OF ITS PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, ITS OR ANY OTHER PERSON’S OR ENTITY’S USE OF THE AGVISION ANYTIME.COM SOFTWARE, OR OTHERWISE. IN ADDITION, DMI SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO THE END-USER FOR DAMAGES IN EXCESS OF THE SUM OF THE LICENSE FEE ACTUALLY RECEIVED BY DMI PURSUANT TO THIS AGREEMENT.
This Agreement will be binding upon and inure to the benefit of the Parties hereto (DMI and the End-User) and their respective successors and permitted assigns. Neither Party will assign this Agreement or any of its rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the other Party, which consent will not be unreasonably withheld. This Agreement may be amended only by a writing executed by both Parties.
This Agreement contains the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes any previous agreements whether written or oral pertaining to said subject matter. No terms or conditions set forth in any purchase order form, acknowledgment form, invoice or other standard form or instrument of the End-User that may be sent by End-User to DMI in connection with any Product, this Agreement or the performance or enforcement hereof will amend, modify or supplement this Agreement or create any binding agreement or obligation on the part of DMI. All DMI products including AgVision Anytime.com are protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties.
If any provision of this Agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment will not affect, impair or invalidate the remainder of this Agreement but will be confined in its operation to the provision of this Agreement directly involved in the controversy in which such judgment shall have been rendered.
Nothing contained in this Agreement will be deemed to create any agency, partnership, joint venture or other similar relationship between the Parties.
This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Iowa, without regard to its conflicts of laws principles. Each Party hereby submits to the non-exclusive jurisdiction of the United States Federal Courts located in Des Moines, Iowa, for the resolution of any disputes arising out of this Agreement, and agrees not to challenge or object to the jurisdiction of, or the laying of venue in, such courts in any proceeding to enforce this Agreement or pursue any remedies hereunder.