TERMS AND CONDITIONS OF ROOM MANAGEMENT AS A SERVICE – SERVICE LEVEL AGREEMENT Last revision: November 24, 2022
This Agreement represents a Terms and Conditions Agreement (“T&C” or “Agreement”) between The CUSTOMER and Agrimesh Technologies Inc. (“Service Provider”) located at 4000, avenue Pinard, Saint-Hyacinthe (QC) CA J2S 8K4 and operating under laws governed by the province of Québec for the technical service and support of Agrimesh Monitoring As A Service software service effective as per the Purchase Order date.
This Agreement is valid from the Purchase Order Date and/or Order Form, and is valid as long as subscription payments are made on-time and in full as detailed in the Purchase Order or until superseded by a revised agreement mutually endorsed by the stakeholders or as per any of the termination clauses listed in the Agreement.
This Agreement outlines the parameters of all services covered as they are mutually understood by the primary stakeholders.
The following Terms and Conditions govern and apply to your use of or reliance upon this website/mobile application maintained by Agrimesh (the “Platforms”).
Your access or use of the Platforms indicates that you have read, understand and agree to be bound by these Terms and Conditions and any other applicable laws, statutes and/or regulations. We may change these Terms and Conditions at any time without notice, effective upon its posting to the Platforms. Your continued use of the Platforms will be considered your acceptance to the revised Terms and Conditions.
1. INTELLECTUAL PROPERTY All intellectual property on the Platforms is owned by us or our licensers, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names are owned, registered and/or licensed by us. All content on the Platforms, including but not limited to text, software, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content is a collective work under Canadian and other copyright laws and is the proprietary property of the Company; All rights reserved.
3. ACCOUNT AND ACCOUNT USE If your use of the Platforms requires an account identifying you as a user of the Platforms (an “Account”):
- a) you are solely responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission;
- b) you agree to immediately notify us of any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or any other breach of security with respect to your Account or any service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account, and
- c) you agree to provide true, current, accurate and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.
4. ACCEPTABLE USE You agree not to use the Platforms for any unlawful purpose, or any purpose prohibited under this clause. You agree not to use the Platforms in any way that could damage the Platforms, the services or the general business of Agrimesh.You further agree not to use and/or access the Platforms:
- a) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
- b) To violate any intellectual property rights of us or any third party;
- c) To perpetrate any fraud;
- d) To unlawfully gather information about others.
5. PROTECTION OF PRIVACY Through your use of the Platforms, you may provide us with certain information. By
using the Platforms, you authorize us to use your information in the United States, Canada and any other country where we may operate. When you register for an account, you provide us with a valid email address and may provide us with additional information, such as your name and/or billing information. Depending on how you use our Platforms, we may also receive information from external applications you use to access our Platforms, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others. We use the information gathered from you to ensure your continued good experience on our Platforms, including through email communication. We may also track certain of the passive information received to improve our marketing and analytics, and for this, we may work with third-party providers. If you would like to disable our access to any passive information we receive from the use of various technologies, you may choose to disable
cookies in your web browser. Please be aware that we will still receive information about you that you have provided, such as your email address. If you choose to terminate your account, we will store information about you for the following period of time: 1 year. After that time, all information about you will be deleted.
6. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY’S TOTAL AND AGGREGATED LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATION TO PAY FEES LEGALLY OWED UNDER THIS AGREEMENT.
EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR OTHER SIMILAR DAMAGES OF ANY TYPE OR KIND (INCLUDING,
WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, USE, GOODWILL OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
LIMITATION OF LIABILITY EXCLUSIONS. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT A PARTY’S LIABILITY FOR ITS (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, (C) DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, (D) OBLIGATIONS EXPRESSLY STATED UNDER SECTION 10 (INDEMNIFICATION), OR (E) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. REVERSE ENGINEERING SECURITY You may not undertake any of the following actions: a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Platforms; b) Violate the security of the Platforms through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
8. DATA LOSS We are not responsible for the security of your Account or Content. Your use of the Platforms is at your own risk.
9. USE OF AGGREGATE DATA Customer agrees that as part of providing the Hosted Applications, Agrimesh may collect, use and disclose quantitative data derived from the use of the Hosted Applications for service improvements, industry analysis, benchmarking, analytics and supporting Customer’s usage of the Hosted Applications. All data disclosed will be in aggregate and anonymous form only and will not identify Customer or its specific Users or its relationship to their suppliers.
10. INDEMNIFICATION You defend and indemnify Agrimesh and any of its affiliates and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Platforms, your breach of these Terms and Conditions, or your conduct or actions. We will select our own legal counsel and may participate in our own defense, if we wish to so.
11. SERVICE INTERRUPTIONS We may need to interrupt your access to the Platforms to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Platforms may be affected by unanticipated or unscheduled downtime, for any reason, but that the we will have no liability for any damage or loss caused as a result of such downtime.
12. TERMINATION OF ACCOUNT We may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Platforms, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Platforms or our or any third party’s equipment or network is impaired by your use of the Platforms, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Platforms, or you have been or are in breach of any term or condition of these Terms and Conditions. We will have no responsibility to notify any third party, including any third-party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Platforms.
13. PRIVACY a) Collected personal data, processed personal data and data collection In accordance with the dispositions of article 5 of Regulation (EU) 2016/679, the collection and processing of your personal data are consistent with the following principles: Lawfulness, fairness and transparency: personal data may only be collected and processed with your consent. Every time personal data is collected you will be informed that personal data is collected and why is collected; Limited purposes: personal data is collected and processed of data for achieving the objectives stated in these Terms and Conditions; Minimization of personal data collection and processing: only personal data necessary for achieving the objectives of the Platforms is collected; Storage of personal data limited in time personal data is stored for a limited period, of which you are informed; Integrity and confidentiality of collected and processed personal data: the controller undertakes to guarantee the integrity and confidentiality of collected personal data. In order to be lawful in accordance with article 6 of the European Regulation 2016/679, collection and processing of personal data will respect at least of one the following: You have given your consent to the processing of your personal data; Processing is necessary for compliance with a legal obligation; Processing is necessary in order to protect the vital interests of the data subject or of another natural person; Processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority; Processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party. Our Platforms collects the following personal data: – Email address- Phone Number This personal data is collected when you perform one the following actions: Registration to the Platforms In addition, when you purchase a product on the Platforms, you will be informed that the seller will retain a proof of the transaction including the order form and the invoice. The collector will keep in its computer systems of the Platforms in reasonable security conditions all of the personal data collected for a period of: 99 years, unless you ask for the deletion of your personal data before the expiry of this period. If personal data is stored, you will be informed of the period during which your personal data will be kept, and if that period may not be specified, we will inform you of the criteria used to determine it. Collection and data processing achieve the following purpose: Allowing identification of user on Platforms, receiving alarms from system. Personal data may be transmitted to the following third parties: eMail sender service provider SMS/Voice Call IP provider b) Data Hosting The Platforms is hosted by: Google, headquartered at the following address: 1600 Amphitheatre Parkway, Mountain View. The host may be contacted at the following phone number: 1 866 781-9861 Personal data collected and processed by the Platforms are transferred to the following country(ies): United States, Canada. This transfer of personal data outside of the European Union is justified by the following reasons: System is using Google Big Data servers. c) Controller The controller is: Agrimesh, working at Agrimesh d) Personal data of minors In accordance with the dispositions of article 8 of the European Regulation 2016/679, no minor under the age of 15 may consent to processing of their personal data. If you are a minor under the age of 15, the consent of a legal guardian is required for your personal data to be collected and processed. e) Rights and procedures for the implementation of your rights In accordance with the regulation regarding the processing of personal data, you have the rights listed below. In order for the controller to grant your request, you have to provide your full name, your email address and, if relevant, your personal account number. The controller shall answer you within thirty (30) days. I. Rights of access, right of rectification and right to erasure You may look up, update or modify your personal data, as well as request its deletion by following the procedure below: Write us an email at : firstname.lastname@example.org If you have a personal account, you may request the deletion of your personal account by following the procedure below: Write us an email at : email@example.com II. Right to data portability You may request the portability of your personal data held by the Platforms and have those data transmitted to another Platforms by following the procedure below: This is not available Right to restriction of processing and right to object You may request to restrict processing of your personal data and you may object to processing of your personal data and the Platforms may not deny such requests without compelling legitimate grounds. f) Obligations of the controller. The controller undertakes to protect collected personal data, not to transfer your personal data to third parties without informing you first and to respect the purposes for which personal data were collected. The Platforms uses an SSL certificate to guarantee
- a. The following detailed service parameters are the responsibility of the Service Provider in the ongoing support of this Agreement; Access to Agrimesh Application to manage and monitor temperature and/or humidity, and/or C02, and/or water flow, and/or generator operation, and/or bin levels based on set points configured in the system. Telephone support and Monitored email support. Coverage parameters specific to the service(s) covered in this Agreement are as follows:
- Telephone support : 8:00 A.M. to 8:00 P.M. EST Monday – Friday
- Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call, however there will be a backup answer phone service
- Emergency calls are monitored 24/7 and a best-effort response time will be provided depending on the severability of the issue
- Telephone support : 8:00 A.M. to 8:00 P.M. EST Monday – Friday
- Email support: Monitored 9:00 A.M. to 5:00 P.M. Monday – Friday
- Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day
- Email support: Monitored 9:00 A.M. to 5:00 P.M. Monday – Friday
- b. The following detailed service parameters are the responsibility of the Customer;
- The equipment purchased or leased via Agrimesh Technologies or dealers, will be installed and maintained by the customer or outsourced by the customer.
- A physical internet connection to the emHub is required at all times
- All units must be located at least 0.6 km or 0.4 miles withing the emHub, or additional equipment may be needed to support the system
- Reasonable availability of customer representative(s) when resolving a service related incident or request.
15. WARRANTY DISCLAIMER The services and AGRIMESH IP is provided “AS IS” and AGRIMESH hereby disclaims all warranties, whether express, implied, statutory, or otherwise. AGRIMESH specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. AGRIMESH makes no warranty of any kind that the services or AGRIMESH IP, or any products or results of the use thereof, will meet customer’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. Without limiting the foregoing, any hardware components associated with the Agrimesh products are covered by the limited warranty enclosed with the purchase of said hardware.
16. PAYMENT When you make a purchase, you agree to provide a valid instrument to make a payment. Pay attention to the details of the transaction as your total price may include taxes, fees, and shipping costs, all of which you are responsible for. When you provide a payment instrument to us, you confirm that you are permitted to use that payment instrument. When you make a payment, you authorize us (and our designated payment processor) to charge the full amount of the payment instrument you designate for the transaction. You also authorize us to collect and store that funding instrument, along with other related transaction information. If you pay by credit or debit card, we may obtain a pre-approval from the issuer of the card for an amount as high as the full price. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you. We may cancel any transaction if we believe the transaction violates these Terms, or if we believe in doing so may prevent financial loss. In order to prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law. Payment for any ongoing services is billed automatically until notification that you would like to terminate your access to the services. If payment in full is not received by the following billing cycle, services will be discontinued and cancelled unless decided by the Service Provider. Agrimesh may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.