TERMS AND CONDITIONS SOFTWARE SOILCARES
1.1 This Software is intended only for use in combination with certain SoilCares equipment for soil sampling as determined by SoilCares (hereafter: "the Equipment"), and may not be used for other purposes. These Terms and Conditions apply to the use of the software and to any services provided by SoilCares hereunder (hereafter: "the Services") pursuant to purchases of such services by you in accordance with these Terms and Conditions. By virtue of installing, copying or by other means using this Software You become a licensee and accept to be bound by these Terms and Conditions.
1.2 SoilCares shall be entitled to amend these Terms and Conditions.
1.3 You acknowledge that SoilCares is entitled at any time to modify or improve the Services.
2. THE SOFTWARE
2.1 SoilCares grants you a right to use the software in as it is needed to run SoilCares' soil sampling equipment, to connect to SoilCares systems for soil analysis, send and receive information and to purchase credits (data units) to be used for the payment for the Services.
2.2 SoilCares provides the software in the form of installable program files to be used in any compatible device, which is owned, leased or otherwise controlled by you, operating under such operating system as determined by SoilCares. SoilCares does not support use of the software on other devices and/or operating systems than those expressly authorized by SoilCares.
2.3 Unless expressly allowed under the applicable law, the software may not be modified, reverse engineered, decompiled, disassembled, rented, leased, licensed, sold or otherwise distributed.
2.4 You may use the software for an indefinite period subject to termination of the Services in accordance with these Terms and Conditions and subject to the warranty limitations herein. All rights, including copyright, database rights and title to or interest in the Software are and shall remain with SoilCares. The software is owned by SoilCares, and it is protected by copyright laws, database laws, international treaty provisions, and all other applicable national laws. These Terms and Conditions only give the Licensee a limited right of use, which is revocable in accordance with these Terms and Conditions.
2.5 SoilCares warrants that the software shall operate substantially in accordance with the functional specifications as published by SoilCares. SoilCares does not warrant that the software shall be free from defects. If a bug or defect appears in the software, you can report such defect to SoilCares. SoilCares agrees to promptly address all reported bugs and defects, but shall only make corrections or work-arounds available through general updates of the software - all at SoilCares full discretion. Except for the warranties set forth in paragraph, the software is licensed "as is," and SoilCares disclaims any and all other warranties, whether express or implied, including (without limitation) any implied warranties of fitness for a particular purpose. SoilCares shall not be liable for any damages incurred by you as a result of defects or bugs in the software.
2.6 SoilCares states that, to the best of its knowledge, the use of the software does not constitute any infringement or violation of any third party’s intellectual property rights. In the event of an (alleged) infringement, SoilCares shall use its reasonable efforts to make such changes to the software as may be required to remove such infringement (even if this could lead to reduced functionalities).
3.1 The agreement shall be in effect for an indefinite period, until terminated in accordance with these Terms and Conditions.
3.2 SoilCares may terminate the agreement or the Services in whole or in part by giving written notice of termination at least sixty (60) days prior to the effective date of termination.
4. THE SERVICES
4.1 SoilCares shall provide you with access to its systems through the software. On the basis of such access, you may purchase soil sample analyses from SoilCares pursuant to the terms of these Terms and Conditions.
4.2 SoilCares shall use its reasonable efforts to ensure the availability of its systems (expect for reasonable downtime for maintenance), but does not warrant the continued availability and SoilCares shall not be liable for any damage in case you are not able to upload or download information due to unavailability of SoilCares' systems.
4.3 SoilCares shall at all times endeavour to provide accurate soil analysis results and recommendations on the basis of the information submitted by you, but SoilCares does not warrant any results or profits to be obtained on the basis of the results and recommendations. SoilCares shall never be responsible or liable for the use by the recipient of these results. In any event, SoilCares shall not be liable in case expectations of the recipient (on the basis of the results provided by SoilCares) are not met.
4.4 SoilCares shall (itself or through a third party) provide support in order to assist in the operation of the Equipment and the software. Such support shall consist of online assistance with the use of the Equipment and the software during local SoilCares office hours (as may be amended from time to time). Frequently asked questions may be answered in the 'Help' section in the software and/or the section ‘Q and A’ on the SoilCares website.
5. PRICE AND PAYMENT
5.1 The price for the Services shall be paid in data units or in any other manner as determined by SoilCares. SoilCares is entitled to change the price of for the Services and the data units at any time. You will be notified of any changes in prices.
5.2 All payments for the purchase of data units shall be paid to SoilCares in accordance with SoilCares instructions for payment.
5.3 SoilCares may make available one or more payment processing methods to facilitate the payment of the price for the purchase of data units. SoilCares may elect to use the services of one or more third parties to facilitate payment processes. SoilCares may make such changes to the available payment methods as it sees fit in its discretion, certain methods may be removed and others may be added. You agree to comply with any terms and conditions that may apply to the payment method chosen by you. If additional costs are involved in in using specific payment methods, such costs shall at all times be borne by you.
5.4 If new payment methods become available, SoilCares will notify you of such option.
5.5 SoilCares shall be entitled to determine minimum volumes of data units to be purchased by you. SoilCares shall be entitled to amend the prices for such data units at its discretion.
6. PERSONAL DATA
6.1 You are obliged to provide accurate and complete information when you register the software with SoilCares, and you must update such information to keep it accurate.
6.2 Pursuant to this Agreement, SoilCares and/or any SoilCares affiliate shall process any and all information, including personal data, that it receives and processes in the course of the provision of the Services for analyses and for marketing purposes. If and to the extent applicable, Soil Cares can be considered as the data controller (as defined in article 1(d) of the Dutch Personal Data Protection Act (Wet bescherming persoonsgegegevens) with respect to personal data. You expressly agree and consent to the use by SoilCares of all personal and other data for research and marketing purposes.
6.3 SoilCares shall be entitled to share all information, including personal data, that it receives with any third party in order to improve the Services and/or to be able to offer other products and services that may be relevant to you. You expressly agree to SoilCares sharing this data with third parties.
6.5 If and in so far as your personal data may be stored by SoilCares, you may elect to have such data removed from SoilCares' systems, or to opt-out from any use of such data for marketing purposes.
7. TRANSFER OF INTEREST
7.1 SoilCares shall have the right to transfer or assign the agreement and all or any part of its rights or obligations herein to any person or legal entity, and any designated assignee of SoilCares shall become solely responsible for all obligations of SoilCares under this Agreement from the date of assignment.
8.1 SoilCares shall not be liable for any damage, including consequential damages in any form, incurred by you pursuant to these Terms and Conditions, the Services or the software.
9.1 If, for any reason, any section, part, term, provision, and/or covenant herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or authority having jurisdiction, such shall not impair the operation of, or have any other effect upon, such other portions, sections, parts, terms, provisions, and/or covenants of these Terms and Conditions as may remain otherwise intelligible; and the latter shall continue to be given full force and effect and bind the parties hereto.
10. CHANGES TO THIS AGREEMENT
10.1 SoilCares shall be entitled to make any change it desires to these Terms and Conditions. Any change shall be communicated by SoilCares, generally through an update of the software, and applies to all Services and purchases of data units as of the date as notified by SoilCares.
11. APPLICABLE LAW AND DISPUTE RESOLUTION
11.1 This agreement, these Terms and Conditions, shall be governed by the laws of the Netherlands.
11.2 Any claim or controversy arising out of, or related to, this Agreement, or the offer, making, performance, or interpretation thereof, shall be finally settled by the courts of Amsterdam, the Netherlands Nothing herein contained shall bar SoilCares' right to obtain injunctive relief against threatened conduct that will cause it loss or damage, including the right to obtain specific performance, restraining orders, and preliminary injunctions.