Terms of Service
Effective from: Sept. 18, 2020
This Contract shall commence on the date on which you accept these conditions upon your registration with Farmneed and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract.
PROVISION OF THE SERVICES
This Contract shall commence on the date on which you accept these conditions upon your registration with Farmneed and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract.
- 2.1 With effect from the Effective Date, Farmneed AgriBusiness (P) Ltd. (Farmneed) shall subject to these conditions:
- a) Make available and allow you to access the Services
- b) Make available to You (by download or any other method notified to You) the Farmneed application or its APK
- 2.2 You acknowledge and agree that it is Your responsibility to ensure that You have appropriate protection for Your computers or mobile phone (where you are using Farmneed application), software, data and applications including any systems that You use to access the Services or any Farmneed Materials and that Farmneed shall have no responsibility for any computer or mobile viruses, worms, software bombs, bugs or similar items that affect Your computers/mobile phones , computer or mobile systems, software, infrastructure or data as a result of Your access of the Farmneed Services or use of the Farmneed Materials.
- 2.3 You acknowledge that Farmneed may immediately by notice in writing to you/or intimate you via mobile based notification, suspend your access to the Services (or any part thereof) and/or the Farmneed Materials. Further Farmneed shall not be liable for any loss or damage you may suffer or incur as a result of the suspension of your access to the Services (or any part thereof) and/or any Farmneed Materials (or any part thereof).
- 2.4 You acknowledge and agree that (i) nothing in this Contract guarantees that the Services under Farmneed application (any version of Farmneed APK), Farmneed Materials and/or Advertisements will be free from interruption or errors, (ii) there will be periods when the Services, Advertisements and/or Farmneed Materials are unavailable and cannot be accessed and (iii) Farmneed shall not be liable for any loss or damage You may suffer or incur as a result of any Service (or any part of a Service) Advertisements and/or any Farmneed Materials (or any part thereof) being unavailable at any time.
- 2.5 You may use Farmneed’s updated APK(s) for obtaining Services including any fixes, updates and upgrades thereto as may be provided by Farmneed from time to time.
3. PROPRIETARY RIGHTS
- 3.1 You acknowledge that you have and obtain no rights in the Services as available in Farmneed app, Advertisements and / or in any Farmneed Materials or the Intellectual Property Rights in or relating to them or to receive the Services save as expressly provided in the Contract.
- 3.2 Farmneed grants to you, with effect from the Effective Date, a limited, revocable, non-exclusive, non-transferable licence for the term of the Contract to access the Services solely for your own agricultural practice or for predefined subscribers’ lists.
- 3.3 Farmneed grants to you, with effect from the Effective Date, a limited, revocable, non-exclusive, non-transferable licence for the term of the Contract to use the Farmneed Materials solely for the purpose of enabling you to receive the benefit of the Services. You will have no right to use, perform, display, reproduce and distribute Farmneed Materials for any other purpose. You shall comply with any and all reasonable instructions, conditions and security requirements in respect thereof as shall from time to time be notified in writing to you by Farmneed or updated in Farmneed website/app from time to time.
- 3.4 It is further confirmed by you that by accepting the contract, you ensure Farmneed AgriBusiness (P) Ltd. (FNAB) the absolute right against various farm data, crop data and your personal data, which the app has created its access by your wilful acceptance on that. The said FNAB shall poses the right to use the mentioned data for further research purpose/trade with third party/for future product development, where you do not have any claim, whatsoever.
4. USE RESTRICTIONS
- 4.1 You shall not:
- a) By accessing the Services, store, transmit, distribute, disseminate, publish or post any material in such a way as to breach any applicable law or regulation or to infringe the rights of, or restrict or inhibit the access to and enjoyment of the Services by, any other person
- b) By accessing the Services, deliberately, recklessly, or maliciously introduce any computer viruses, worms, software bombs or similar items on to any Farmneed or third party systems
- c) Distribute the Farmneed Materials/content to any third party
- d) Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of the Farmneed APK or any other software to which You are given access by Farmneed, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties
- e) Assist or attempt to assist any third parties in obtaining access to the Services or the Farmneed Materials
- f) Re-order, modify, edit obscure or truncate in any way the data, content, deign, advertisements including without limitation, the advertising content, graphics, format, audio, video, sequence, or any aspect of the Farmneed Materials
- g) Share, display or disclose any Farmneed Materials including Advertisements on any part of Your Network that may be considered to contain any hate-related, pornographic, libellous, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third party rights or which are reasonably likely to subject Farmneed or its affiliates or advertisers or business partners to negative publicity
- h) Engage in any Fraudulent Activities or illegal practices
- 4.2 You shall be responsible and liable to Farmneed for all acts or omissions of Your Personnel in accessing and use of the Farmneed Materials, Advertisements and Services. Any breach of any provision of the Contract caused by any such persons shall be deemed a breach of the Contract by You.
- 5.1 Subject to the terms and conditions of this Contract, Farmneed shall ask for the payment from the users through its payment gateway/offline in advance unless otherwise agreed upon.
- 5.2 Foreign Exchange Conversion: Any conversion from local currency to USD and from USD to any local currency would be at the current exchange rate as available at payment gateway/online published rate by the banker of FNAB.
- 5.3 In the event of an error in payments made by you as determined by Farmneed, whether as a result of inaccurate information provided by you or third party or otherwise, Farmneed shall immediately discontinue its service, which may be reactivated upon successful payment.
- 5.4 Farmneed reserves the right to discontinue Service, withhold payment at any time, and/or terminate any agreement with You, without liability to You, if Farmneed reasonably suspects that any of the following have occurred on Your properties: (i) any form of Fraudulent Activity or illegal practices, or (ii) any type of activity, text, image, or use that may violate applicable laws or is reasonably likely to have a negative commercial impact on Farmneed, its advertisers or business partners. Without limitation to the foregoing, Farmneed may, at its sole discretion, credit back to subscriber (you) and/or offset against future payments to you any payments which it subsequently determines accrued as a result of such fraudulent activity or illegal activity.
- 5.5 Taxes: All payments are inclusive of taxes and as per the raised invoice(s). In case applicable laws require withholding of any amount on account of withholding taxes, Farmneed may withhold such amounts, unless you provide a certificate of exemption from such withholding taxes.
- 6.1 You (corporate/institution) grant to Farmneed any and all necessary rights and permissions to use Your customer(s) data for the purpose of fulfilling Farmneed’s obligations on data access and data processing. Farmneed may mention your name as a customer in its website, marketing, social media and sales materials and publicity.
- 6.2 You acknowledge that Farmneed and/or any third party instructed or engaged by Farmneed may in its sole discretion market, promote, reference, present and link You (data) all Farmneed’s potential customers in connection with the provision of the Services. You grant Farmneed all necessary rights and permissions with respect to Your data on a worldwide, perpetual, irrevocable royalty-free basis.
- 7.1 Each party acknowledges that Confidential Information under its control may be disclosed to the other party during the performance of this Contract. Each party agrees that it shall use the other’s Confidential Information solely for purposes of performing its obligations under the Contract and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Confidential Information, to prevent the duplication or disclosure of the other’s Confidential Information, other than by or to its employees, Affiliates or agents who must have access to the Confidential Information to perform such party’s obligations hereunder.
- 7.2 Return of Confidential Information - Upon termination of this Contract, or upon disclosing party’s request, the receiving party shall promptly return or destroy all manifestations of Confidential Information of the disclosing party and so certify to the disclosing party in writing provided however that a party may retain a copy of such Information solely for archival purposes.
- 7.3 Each party may disclose the existence of this Contract, but agrees that the terms and conditions of this Contract will be treated as Confidential Information; provided, however, that each party may disclose the terms and conditions of this Contract: (i) as required by law; (ii) as part of filings with any court or governmental entities, including without limitation national securities exchanges; (iii) to legal counsel of the parties; (iv) under the terms and conditions of a non-disclosure contract to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Contract or rights under this Contract; or (vi) under the terms and conditions of a non-disclosure contract, in connection with an actual or proposed merger, acquisition, or similar transaction.
8. DATA PROTECTION & COOKIES
- 8.1 Farmneed’s APK registration requires certain permissions for its operation to meet the objectives of the service. You acknowledge that You have read and understood the APK registration process/guide, and by virtue of registration with the APK, deemed to grant such permissions including Farmneed’s ability to collect or receive basic data of a user such as IP address, device id, latitude/longitude information regarding the device and farm land, crop and land use details or other performance related data. You acknowledge and agree that where any such data or component thereof is considered as personally identifiable information under applicable laws, in case your are corporate or other institutional users, You undertake that prior to You granting FNAB such permissions, You will obtain all necessary consents for collection, sharing, and/or use of such data for behavioural targeting or analytical purposes.
- 8.2 In case your are corporate or other institutional users In the event You are sharing or permitting Farmneed to infer fine location of an end-user from WIFI identifiers, You will ensure that You have obtained consent of such end-user prior to sharing or providing such permissions.
- 8.3 You warrant and represent that (i) any personally identifiable information supplied or disclosed to Farmneed under or in connection with the Contract shall be controlled, collected and transferred in accordance with the applicable privacy legislation and with all relevant requirements and guidance notes issued from time to time by any Regulator and; (ii) You have obtained (or will obtain) any legally required consents to such control, collection and transfer and the processing of such data and/or any other tracking technology used by Farmneed in providing the Services and that You shall in all respects abide by the terms of all applicable data protection laws and regulations (iii) while sharing any end-user data with Farmneed for the purposes of content serving, You shall notify Farmneed specifically in the event the end-user has exercised his/her right to opt-out of behavioural targeting through Your Network.
- 8.4 Farmneed shall host and maintain for you a password-protected online account with access to tracking of reports regarding your activity.
- 9.1 You will indemnify, defend and hold Farmneed, its subsidiaries, affiliates, shareholders, licensors, customers, officers, and employees harmless, including costs, expenses and attorneys’ fees and other legal costs, from any and all losses, damages, penalties liability, claim or demand made by any third party due to or arising out of: (a) Your use of the Services or Farmneed Intellectual Property Rights; (b) any violation of this Contract by You including without limitation breach of representations and warranties and obligations related to confidentiality; (c) infringement by You of any third party Intellectual Property Rights or other right of any person or entity; (d) wilful misconduct or gross negligence by You; (e) fraudulent or unlawful act of You. (f) Your breach or alleged breach of any warranties or representations made under Section 9; (g) Any material displayed in Your Network which do not comply with all applicable laws, statutes and regulations; (f) Any material displayed in Your Network which contain content that is obscene, defamatory, libellous, or slanderous, or hate-related.
- 9.2 Any claim for indemnification hereunder shall be subject to the following provisions: (i) the You shall be given prompt written notice of the claim by Farmneed, provided that any delay in providing notice shall not relieve You of Your indemnity obligations under this Contract unless, and only to the extent, You were prejudiced by the delay; and (ii) Farmneed shall reasonably cooperate with You and Your counsel at Your cost and expense. Farmneed may participate in the defence and settlement of the claim and using attorneys selected by Farmneed. Each party shall make all reasonable efforts to mitigate damages.
- 10.1 Save as set out in these Conditions or the Contract and to the maximum extent permitted by applicable law, Farmneed excludes and disclaims all conditions, terms, representations (other than fraudulent misrepresentations) and warranties relating to the subject matter thereof, whether imposed by statute or by operation of law or otherwise, that are not explicitly stated in the Contract including the implied warranties of satisfactory quality and fitness for a particular purpose.
- 10.2 You agree that modules under Farmneed viz. weather data, disease alert is estimation based on recorded facts and data. Farmneed or its parents, or its subsidiary or partners shall not undertake any responsibility if such estimation goes wrong. It shall not undertake any refund or claims of subscription free paid by you and shall not hold any responsibility for the damage caused at your farm.
- 10.3 You further agree that modules under Farmneed viz. ‘Active Expert’ or experts’ opinion or any posts/suggestion is just personal view related to flagged problem or otherwise. Farmneed or its parents, or its subsidiary or partners shall not undertake any responsibility if such suggestion/recommendation or notifications from expert(s) fails to obtain satisfactory results. It shall not undertake any refund or claims of subscription free paid by you and shall not hold any responsibility for the damage (physical or otherwise) at your farm
- 10.4 The aggregated liability of Farmneed for all claims arising out of or in connection with the Contract (however that liability arises) shall be limited to actual direct damages up to INR 500.
- 10.5 Notwithstanding any provision to the contrary, nothing in these Conditions or the Contract limits or excludes Farmneed’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation or for any liability, which may not be lawfully limited or excluded.
- 10.6 You acknowledge and agree that the limitations and exclusions of liability contained in these Conditions and the Contract are reasonable in view of the nature and extent of the obligations accepted by each Party under the Contract and the fact that the Services are provided without any monetary charge and that this Condition 11 shall prevail over all other provisions in the Contract.
- 10.7 For the purposes of this Condition 11, ‘however that liability arises’ means howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, or otherwise.
11. CANCELLATION & REFUND POLICY
You can terminate this agreement by unsubscribing Farmneed service by clicking the link Unsubscribe. However
no refund claims shall be entertained except the condition as mentioned
- 12.1 Severability: If any provision of this Contract is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Contract in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Contract in any other jurisdiction shall not be affected.
- 12.2 Entire Agreement: This Contract constitute the entire agreement between the parties and supersedes all prior agreements and arrangements (if any) whether written, oral or implied between the Parties relating to the subject matter of this Contract.
- 12.3 Force Majeure: Neither Party shall be responsible for any delay or failure in performance of any part of this Contract to the extent that such delay is caused by reason of acts of God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control of the delayed Party (“Force Majeure Event”). Farmneed shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Farmneed’s reasonable control.
- 12.4 Amendments: Farmneed reserves the right to amend these Conditions at any time on prior written notice to you without incurring any liability to you. All amendments shall take effect immediately on written notice to you. In the event that you object to any amendment to these Conditions made by Farmneed, You shall be entitled, during the period of 14 days following notice of the amendment, to terminate this Contract by notice in writing to Farmneed. In the event of such termination, clause 12 above shall apply.
13. GOVERNING LAW AND JURISDICTION
- 13.1 These Conditions, the Contract and any dispute or claim arising in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of India.
- 13.2 Unless otherwise agreed to by parties in an agreement and/or addendum, the Parties irrevocably agree that the courts of the India shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions and/or the Contract or their subject matter or formation (including non-contractual disputes or claims).
14. DEFINITIONS AND INTERPRETATION
- 14.1 Unless the context otherwise requires, the following definitions apply in these Conditions:
- Accept means Your clicking ‘Accept’ to signify that you accept these Conditions and agree to this Contract
- Advertisements: means all the advertising content provided by Farmneed on behalf of advertisers for distribution to its Network
- Confidential Information means information (including confidential or sensitive commercial; financial; marketing; and/or technical information in written, electronic or any other form or medium) which is marked ‘confidential’ or ‘secret’ or is, by its nature shall be considered confidential by a reasonable prudent person
- Conditions means these terms and conditions
- Contract means the agreement formed between You and Farmneed, on the terms set out in these Conditions, when you click accept
- Effective Date means the date on which You Accept these Conditions
- End User means visitors to the website(s) or application(s) that comprise You or your Network
- Fraudulent Activity includes without limitation, any activities by You that authorize or encourage any third party to: (a) generate impressions of or clicks on any content including visuals through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools; (b) mislead users to click on content; (c) in any way minimize or obstruct the display of any content, or edit, modify, filter or change the order of the information contained in any content; (d) attempt to edit the website tags, source codes, links, pixels, modules or other data provided by Farmneed; or reverse engineer, decompile or disassemble any software components of the data and content services provided by Farmneed
- Group Company means (in relation to a Party) any subsidiary or holding company from time to time of a Party, or any subsidiary from time to time of a Party’s holding company
- Farmneed means Farmneed AgriBusiness (P) Ltd, a company incorporated and existing in accordance with the laws of the country of India, with registered office at #0513, 5th Floor, Ambuja EcoCentre, Sector V, Salt Lake, Kolkata 700091, acting on behalf of itself and its affiliates
- Farmneed Materials means any materials (including software, manuals, developers notes or other materials) provided to You by Farmneed in relation to this Contract, including the Farmneed APK
- Intellectual Property Rights means trademarks, service marks, and rights in the nature of passing off and unfair competition, get-up, trade dress, registered designs and unregistered designs and design rights, business and trading names, domain names, topography rights, copyright (including copyright in software), moral rights, database rights, rights in inventions, patents, know-how, trade secrets and other confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist in any part of the world (whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof
- Party meansFarmneed and You and Parties shall be construed accordingly
- Personnel means a Party’s directors, officers, employees, workers, agents, third party service providers, successors, subcontractors and permitted assignees
- Regulator means any regulator or regulatory body which, whether under statute, rules, regulations, codes of practice or otherwise, is entitled to regulate, investigate, or influence the matters dealt with in this Contract or any other aspect of Your business or affairs
- Services means the provision of an independent and open platform to deliver bespoke content on weather, disease risk and others as specified in Farmneed websites or mobile application
- Your Network means farmers/growers under your leadership/control/loyalty program or any other type on boarded to Farmneed app using your corporate code/discount code or others
- You means the person or a network accessing the Farmneed Services, materials
- Your Data means any data belonging to you or network’s to third parties and used by you under licence which is stored and/or processed by Farmneed as a result of the use of the Services
- 14.2 A reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute, as may be amended and in force from time to time.
- 14.3 The words and phrases “include”, “including” and “in particular” (and any variations of these words, or similar words) shall be deemed to be immediately followed by the words “without limitation” (where such words do not already immediately follow in these Conditions).
- 14.4 References to a person include an individual, company, corporation, body corporate or unincorporated, firm, partnership, public body, charity or other legal entity and that party’s personal representatives, successors and permitted assigns.
- 14.5 Any obligation on a Party not to do something includes an obligation to not to allow that thing to be done.
By clicking the box ‘I Agree’ placed besides the terms of service you shall be deemed to have read and accepted