AGREED EARTH TERMS AND CONDITIONS

These terms and conditions govern your use of the Agreed Earth website and associated networking service (the “Platform”). By using the Platform you are accepting these terms and conditions and you agree to enter into a contract with Agreed Earth Limited of Salisbury House, Station Road, Cambridge, England, CB1 2LA (referred to as “Agreed Earth”) as set out below.

  1. Access to the Platform

Agreed Earth will provide you with access to the Platform to the best of its ability and in accordance with all applicable laws and regulations. You are under no obligation to use the Platform and may stop using it at any time. Your limited licence to access the Platform is dependent on your compliance with these terms and conditions, and may be varied, suspended or terminated at any time at Agreed Earth’s sole discretion. The Platform and all content available through it is owned or licensed by Agreed Earth, and may not be copied, reproduced or otherwise used without Agreed Earth’s express written permission.

You confirm that all information you provide to Agreed Earth or through the Platform is accurate, up-to-date, and complete to the best of your knowledge, and that it does not infringe on any third party rights or any applicable laws. 

You must notify Agreed Earth immediately if any information you have provided to it changes. Agreed Earth does not assume any liability for issues arising as a result of incorrect, out-of-date, or incomplete information provided by you.

You hereby grant to Agreed Earth an irrevocable, royalty-free, worldwide, assignable, sub-licensable licence to use any information, data, and material which you submit to us or the Platform for the purpose of use on the Platform or otherwise for use by Agreed Earth in the course of its business. You warrant that you have the necessary rights and permissions to share any data with us and on the Platform, and that such data is not subject to any restrictions on use or confidentiality. You acknowledge that we may make your contact information available to other users of the Platform, conduct general data analysis on your data (including combining it with data from other users of the Platform and other data sources available to us), perform studies on emissions, fertiliser application, cropping history, annual yields, and otherwise to enhance our data services, provide decision support tools, and carry out remote sensing for further analysis. 

  1. Connecting with other users on the Platform

Farmers may use the Platform to find other farmers and suppliers of farming products and services based on location and areas of specialisms and expertise.

Suppliers of farming products and services may use the Platform to promote their areas of industry specialisms and expertise to be identified by farmers. 

The Platform is used to facilitate introductions between farmers and suppliers, and to permit conversations between them.

Agreed Earth does not guarantee that any supplier will be available to meet any farmer’s specific requirements. Agreed Earth makes reasonable efforts to vet the suppliers that are listed on the Platform, but cannot guarantee the suitability of any supplier or their products or services. Agreed Earth does not guarantee the quality, accuracy, and timeliness of any supplier’s products or services. Agreed Earth does not direct and has no control over delivery of any supplier’s services. Agreed Earth does not review, endorse, or sanction statements communicated through the Platform by any farmer or supplier. Agreed Earth encourages farmers to independently research any supplier before engaging them to provide products or services, and to verify information obtained from other farmers before implementing it in their own farming practices.

Agreed Earth reserves the right to remove the listing of and any data relating to specific farmers or suppliers from the Platform at any time at its sole discretion, for reasons including notification of a claim of infringement of third party Intellectual Property Rights, or any breach of these terms and conditions.

Agreed Earth has no authority to enter into any agreement between a farmer and a supplier. You acknowledge that Agreed Earth and the Platform operate solely to provide a network through which farmers and suppliers can discuss good farming practices and farming solutions. Agreed Earth is not a party to any contract between a farmer and a supplier and will not have any liability or obligation to you whatsoever in relation to any such engagement, including for any deficiency in services provided by suppliers, or failures by farmers to pay any agreed sums.

Farmers and suppliers are responsible for negotiating the terms of any agreements they may choose to enter into, and for documenting that agreement to their own satisfaction.

You affirm and agree that you are not specifically relying on any statements, or materials contained on the Platform or otherwise made available by Agreed Earth to make any business decisions.

  1. Agreed Earth content

Agreed Earth may make available on the Platform certain maps, agricultural data, and related information services, learning materials, and curated lists of third party books, videos and podcasts. The Platform and all content available through it is provided “as is” and Agreed Earth does not warrant that all errors or defects can be corrected, or that provision and operation of the Platform shall be uninterrupted or error-free. 

We accept no liability for third party content linked to from the Platform, which is provided in good faith. You should always conduct your own due diligence before making any decisions based on content obtained through the Platform.

  1. Fees

Agreed Earth collects payments from you for access to the Platform as may be notified to you or otherwise agreed separately from these terms. All sums received by Agreed Earth are non-cancellable and non-refundable in any circumstances.

  1. Use of the Platform

You must not access or use the Platform except as permitted by these terms and you must not do, omit to do, or authorise any act that would or might invalidate or be inconsistent with Agreed Earth’s intellectual property rights on the Platform. In particular, you must not and must not permit any other person to:

resell, assign, transfer, distribute or provide others with access to the Platform or any of our materials;

conceal your true identity or experience or qualifications on the Platform;

use the Platform to transmit, publish or communicate material that is misleading, untrue, defamatory, offensive, abusive, indecent, menacing or unwanted;

use the Platform in any way that damages, interferes with or interrupts the availability of the Platform;

introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together, including our networks, including viruses, worms, trojan horses and e-mail bombs;

reveal your account password to others or allow others to use your account;

use the Platform to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;

send any unsolicited messages through or to users of the Platform or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”);

use the Platform to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.

Any non-compliance by you with these terms shall give Agreed Earth the right to suspend provision of the Platform to you and access to your account, and to terminate its relationship with you without liability.

  1. Termination

Agreed Earth may suspend your access to the Platform at any time and for any reason, including for breach of these terms and conditions, or for any abuse of any of its staff, partners, or any user of the Platform.

These terms and conditions may be terminated immediately by either party for failure of the other party to comply with any material term of these terms and conditions, unless the failure to comply has been remedied within 30 days of notification of such failure.

Upon termination of these terms and conditions for any reason and unless specified otherwise herein, all rights and licences granted pursuant to these terms and conditions shall cease.

  1. Liability & Indemnity

Except as expressly set forth in these terms and conditions, Agreed Earth makes no representations or warranties, express or implied, with regard to the Platform, or any activities or items related to these terms. To the maximum extent permitted by law, Agreed Earth disclaims all express or implied conditions, representations and warranties including, but not limited to, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Agreed Earth shall not be liable to you for any losses, damages, or other liability you may incur as a result of any reliance you may place upon information obtained through or as a result of using the Platform.

To the maximum extent permitted by law, in no event will Agreed Earth be liable for any special, consequential, incidental, exemplary, punitive, or indirect or similar losses or damages of any nature including, but not limited to, litigation costs, costs or damages due to loss of profits, business opportunities, revenue, goodwill, production or use, business interruption, procurement of substitute goods or services, or the loss or cost of recreating any data, arising out of or in connection with these terms, regardless of the cause of action or the theory of liability, whether in tort, contract or otherwise, even if Agreed Earth was advised of, knew of or should have known of the possibility of such loss or damages and even if the limited remedies provided herein fail of their essential purpose.

Agreed Earth shall only liable to you for losses which you suffer as a direct result of Agreed Earth’s breach of these terms and which are reasonably foreseeable. To the maximum extent permitted by law, the total aggregate liability of Agreed Earth to you arising out of or in connection with these terms and conditions or your use of the Platform will not exceed the amounts remitted by you to Agreed Earth during the six (6) month period preceding the event giving rise to liability.

You agree to indemnify and hold harmless Agreed Earth and its affiliates, officers, directors, employees, representatives and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Platform; (b) your receipt of any services from Agreed Earth; (c) claims arising from your actions on or information shared by you on the Platform; and (d) your violation of these terms.

You agree not to involve Agreed Earth in any disputes that may arise between you and any party to whom you are introduced through the Platform.

  1. Other provisions

Agreed Earth is entitled to amend or vary these terms and conditions from time to time at its sole discretion. 

Agreed Earth is entitled to assign or license all of the rights granted to it under these terms and conditions to any third party. You shall not be entitled to assign or sublicense your rights under these terms and conditions. 

If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of these terms and conditions.

These terms and conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

These terms and conditions shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England in relation to any disputes arising under them.