Terms of Use
Last updated: July 22, 2018
License
Please read the following terms of use (“terms of use”), as they constitute a binding legal agreement between: More Grofit AgTech ltd. (“Grofit”, “we”, “us” or “our”) and the licensee who purchased, leased, received a license to access our products (hereinafter the products) from Grofit, and/or its contractors and/or by Grofit distributors or anyone that download grofit free smartphone application from one of the applications stores. Grofit products (hereinafter the products) Referred to in this document are: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service (as set forth in Grofit’s invoice), and any of its authorized users (collectively, “licensee” “you”, or “your”).
By purchasing, leasing or receiving a license to used (or used) Grofit's products (Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service), one product, several products, or all of them together, or by installing Grofit smartphone application (Grofit Software) in your smartphone or in your computer you acknowledge that you agree to these Terms of Use and the Grofit Privacy Policy. Grofit reserves the right to make unilateral modifications to these Terms of Use and Your continued use of the Grofit's products, acceptance of these Terms of Use as well as any changes or modifications made to them of which You have been notified.
If You do not accept these Terms of Use, do not use the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service),
1: Definition of Grofit's products:
The products of Grofit (hereinafter the ‘’Grofit's Products’’ are Grofit Monitoring system, Grofit automatic vacuum pump, Grofit software, and/or Grofit service, as defined below:
1.1: Definition of the Grofit Monitoring system:
Grofit Monitoring system (hereinafter the Monitoring system) is a sensor device which collects measured environmental parameters: temperature and humidity from air (and from the soil on some devices), irradiation, water tension in the soil (and the soil electric conductivity on some devices), along with field location coordinates. Then, it sends them through Bluetooth low energy (BLE) technologies, to Grofit Smartphone application (Grofit Software) and to Grofit Desktop application (Grofit Software).
The Monitoring system requires installation, either by licensee or by Grofit team and/or its contractors (subject to applicable set up fee) and/or by Grofit distributors, on the licensee’s property (“Property”).
1.2: Definition of the Grofit automatic vacuum pump Prototype:
Grofit automatic vacuum pump (hereinafter the pump) is a vacuum-based pump, powered by a computer application installed on the smartphone, that automatically collected soil solutions from the Soil extractor suction tube that being installed in the soil. Grofit automatic vacuum pump is a Prototype and is not a commercial product. And there are only a small number of such products in the fields.
The Grofit automatic vacuum pump Prototype requires installation, by Grofit team and/or its contractors and/or by Grofit distributors, on the licensee’s property (“Property”).
1.3: Definition of the Software:
Grofit Software (hereinafter the Software) collects, transmits, analyzes and presents certain data from Grofit Monitoring system which is/are installed in the crop field (Greenhouse, Net-house, open field etc.). Grofit software also collects data from its users: data on the location of Grofit hardware, data on the crop and data that submitted by the users on irrigation, fertilization and on agricultural practices.
The software requires registration and installation of Grofit smartphone application software (“Software”) on the licensee’s smartphone.
1.4: Definition of the service
Grofit Services (hereinafter the ‘’Services’’) performed by Grofit team and/or
its contractors (subject to applicable set up fee) consists of one service or
more from the following list of services:
1.31: Installing the Grofit hardware on the licensed field/s and/or providing
basic use Instructions.
1.32: support of Installation of the Grofit software on the licensed Smartphone
and/or providing user with basic use Instructions.
1.33: Providing the Grower with Growing Recommendations based on
environment, crop and agricultural practices
2: Use of Grofit's Products:
2.1: The Monitoring system and the pump requires installation, either by Licensee or by Grofit and/or by its contractors, of certain hardware components on the Licensee’s property. The Monitoring system measures certain data in the crop field and crop environment and sends data to be analyzed by Grofit’s software (“Software”).
Grofit shall have the right to determine, at its sole discretion that in certain
cases installation will be done solely by Grofit or its contractors.
2.2: The Software requires installation of Grofit smartphone application software on licensed smartphone. Grofit Software collects data from Grofit Monitoring system that using different sensors and data transmission technologies to measures and transmit certain data in the crop field: Data on the soil moister, data on the water and data on the climate. Grofit software also collects data from the Licensee’s smartphone: data on the location of Grofit hardware, data on the crop and data on fertilization and on agricultural practices.
Grofit shall have the right to determine, at its sole discretion, to which Smartphone technology (Android, IoS, windows etc.) to offer its software or additional and/or new versions of the software.
2.3: The Service requires installation of the grofit Monitoring system and grofit pump and/or Grofit software on the licensed properties (fields/ Smartphone or computer). Upon the level of the service (as stated in the purchase order or on the Grofit invoice,) Collecting and analyzing environment, crop and agricultural practice data from client properties, visiting the Grower on a frequency to be agreed upon and stated in the purchase order or on the Grofit invoice
3. License to Grofit's Products:
Subject to these Terms of Use and provided You have paid all fees required hereunder and are in compliance with these Terms of Use, Grofit hereby grants You a limited, non-exclusive, non-transferable, non-sub licensable license to access and use Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service during the Term solely for Your internal business purposes. You may not transfer, resell, or sublicense this limited right to any third party. The Products and their features and benefits are not transferable, whether by operation of law or otherwise, without prior written permission from Grofit.
You may not:
3.1: Modify, disassemble, decompile or reverse engineer any part of the Grofit's products Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service except to the extent that such restriction is expressly prohibited by law;
3.2: Rent, lease, loan, resell, sublicense, make available to third parties, distribute or otherwise transfer any part of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, to any third party or use any part of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service to provide time sharing, managed services or similar services to any third party;
3.3: Make any copies of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service
3.4: Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, features that prevent or restrict use or copying of any content accessible through the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, or features that enforce limitations on use of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service;
3.5: Delete the copyright and other proprietary rights notices on the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service
3.6: Represent that it possesses any proprietary interest in the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, or contest Grofit’s rights therein.
3.7: Licensee further undertakes not to take any actions that would prevent or interfere with Grofit’s or any of its user’s access to or use of the Products.
4. Your Account:
In order to access the Software and the Hardware, you will have to create a user account (“Account”). When creating Your Account, you must provide accurate and complete information and keep such user information up to date. It is important that you must keep Your Account password secure and confidential.
You must notify Grofit immediately of any breach of security or unauthorized use of your Grofit account that you become aware of. You agree that you will be solely responsible (to Grofit, and to others) for all activity that occurs under Your Account.
You are responsible for notifying Grofit of any address or email changes or errors in Your Account information. Grofit is not responsible for any requests, communications, or correspondence that is lost, undeliverable, or delayed in the direct mail or via electronic mail.
5. Use Data:
As between You and Grofit, You own all right, title and interest in and to the Use Data specific to Your Property; provided that You hereby grant to Grofit a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sublicensable and fully transferable license to collect, access, store, analyze, use and disclose the Use Data and any other data collected and analyzed by the Service on the Property for purposes of providing You the Service, analyzing and reporting aggregate trends in certain geographical areas, improving the Service, Software and Hardware, including creating new features, and for such other purposes that Grofit may determine in its discretion. Notwithstanding the foregoing, Grofit will not disclose in reporting aggregate Use Data the personally identifying information of its users or the specific identity of the company or Property to which Use Data relates, except to its employees, contractors and service providers, to a successor or assignee of Grofit’s business, or as required by law or court order. Licensee acknowledges and agrees that Use Data may be stored on external cloud servers operated and managed by global third-party cloud service providers, as customary in the industry (i.e. Amazon, Azure etc.).
6. Access to your property
During the time that Grofit automatic vacuum pump Prototype is installed in your field, you grant to Grofit and its employees, subcontractors and agents (collectively, “Grofit Staff”) the right and permission to enter upon and access the Property at any time for the following purposes: (a) install the pump; (b) remove or replace the pump; and (c) inspect and perform maintenance and service on the pump. You agree to provide Grofit and the Grofit Staff with such directions, combinations, locks and other materials and information necessary for Grofit to enter upon and access the Property for the foregoing purposes and to instruct Your employees, security and other personnel (collectively “Your Personnel”) to allow Grofit and the Grofit Staff to have such access to the Property and not to interfere with such access. You understand and agree that Your failure to do so may result in the remove of the pump from your property.
During the time that you are using Grofit service, as set forth in the Grofit invoice, you grant to Grofit and its employees, subcontractors and agents (collectively, “Grofit Staff”) the right and permission to enter upon and access the Property at any time for the following purposes: (a) install, replace and/or remove the monitoring system; (b) install, replace and/or remove the pump; and (c) collecting data on irrigation and fertilization and growing practices in the property, (d) Providing the Grower with Growing recommendation based on the environment, the crop and the agricultural practices. You agree to provide Grofit and the Grofit Staff with such directions, combinations, locks and other materials and information necessary for Grofit to enter upon and access the Property for the foregoing purposes and to instruct Your employees, security and other personnel (collectively “Your Personnel”) to allow Grofit and the Grofit Staff to have such access to the Property and not to interfere with such access. You understand and agree that Your failure to do so may result in the interruption or termination of the Service.
Grofit will sue reasonable commercial efforts to coordinate with you any visits of Grofit’s Staff to the Property. You agree to cooperate with Grofit and to advise Grofit of any restrictions or limitations on access during the requested time of entry. You may request that we postpone Our access to the Property if reasonably required due to pesticide re-entry intervals, or other factors beyond your reasonable control that legally prohibit You from allowing Grofit Staff to access the Property for discrete intervals of time. However, You will use best efforts to schedule Our entry onto the Property at the earliest possible date following Grofit’s notice to You and You understand that any delay in granting Us access to the Property may result in a degradation or interruption of Service, for which We shall have no responsibility or liability.
7. Notification of Changes to the Products
To the extent permitted by law, Grofit reserves the right to update, amend, change, or modify its products (or any part thereof) and its features, costs, design, and structure (collectively, “Changes”) at any time in its sole discretion without notice, except that for the service that already providing you during the season. In that case we will notify You of any Changes in pricing. If You continue to use the Products after the effective date of such Changes, You will be deemed to have accepted such Changes and the Changes shall become effective as to You. Your sole and exclusive remedy if You do not agree to any such Changes is to withdraw from the Service and terminate Your Account (but you will not be entitled to a refund on any fees already paid). Additionally, We reserve the right to terminate or suspend the Service at any time and for any reason, with or without notice.
You further agree that Grofit may impose limits on certain features or restrict access to part or all of the Service without notice or liability to You. We may add additional features to the Service that require payment or convert existing features to paid features. You agree that free access to all or a portion of the Service or content at a point in time does not give You a right to continued free access to any or all of the Service or content. You have no interest, monetary or otherwise, in any feature or content contained on the Service.
8. Payment of Fees
You are responsible for paying all fees and charges issued by Grofit in connection with Your use of the Products (“Fees”). Prices and payment terms are mentioned in Grofit purchase order or set forth in the Grofit invoice. Other charges, including charges for maintenance, service and replacement of Hardware resulting from or required by damage to the Hardware caused by any act or omission by You, will be invoiced to You as required and are due upon invoice date.
9. Proprietary Rights
You acknowledge and agree that Grofit and/or its licensors, own all right, title, and interest in and to the products and the service including all intellectual property rights associated with the Products Hardware, Software, and Service, and any content, information, data or material made available, generated or created by the Products (other than the Use Data with respect to Your Property). Except for the limited license expressly granted herein, you have no intellectual property rights in the Products and Grofit reserves all rights not expressly granted to You. You must comply with all applicable laws when using the Products as well as all applicable copyright, trademark, or other legal notices or restrictions. For avoidance of doubt, the Products constitutes a trade secrets of Grofit and Licensee shall keep any and all non-public information with respect to the products and the Service under strict confidence.
If You send or transmit any communications, comments, questions, suggestions, or related materials to Grofit, whether by letter, e-mail, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the products and the Service or any part thereof, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non- proprietary. You hereby assign all right, title, and interest in, and Grofit is free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Grofit is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
The Pump shall remain the property of Grofit and may be removed by Grofit from the Property at the end of the season. You shall not sell, license, sublicense, rent, lease, mortgage, charge, encumber, pledge, loan, assign or otherwise transfer to any third party the Pump, in whole or in part. Grofit also reserves the right to replace the Pump at any time for any reason. You shall be responsible for any damage to or theft or loss of the Pump while installed on the Property.
10. Privacy Policy
Your privacy is important to us. By accepting the Terms of Use You expressly agree and opt-in to Grofit collecting, processing, storing, and using personally identifiable information in accordance with Grofit’s Privacy Policy, available at www.Grofit-ag.com.
In addition, unless You specifically decline to opt-in when registering to the software or the Service, You further expressly consent to Grofit sending information to the email accounts listed in Your Account; such information may include, but is not limited to, reports of Use Data, updates to Your Accounts, and marketing materials which will inform You of special offers and products or services we believe would be of interest to You. Within each marketing email communication, You will be given the information necessary to opt-out from receiving such marketing materials in the future. In addition, You may sign up to receive certain notifications or information via text messaging. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges.
11. Term and Termination
Grofit may, in its sole discretion, terminate or suspend Your Account and access to the products software and the Service with ten (10) days written notice if You commit any material breach of these Terms of Use including failure to pay any sum due within ten (10) days. Grofit may also terminate the Service for convenience upon thirty (30) days prior written notice to You.
Upon termination You will have no further right or access to the Software, or to the service or other information provided by the Software and/or the Service. and you hereby grant Grofit access to the Property to remove any hardware that leased by you. If Your access to the Service terminates and You do not renew within twelve (12) months, Grofit reserves the right to declare Your Account inactive and delete all information associated with Your Account, in its sole discretion. In such a case, a notice will be sent to Your email address on file with Grofit thirty (30) calendar days in advance of the deletion of Your Account. We may retain a copy of your user Account information and Use Data for archive purposes.
The provisions of Sections 5, 8, 9, 13, 14 and 17 and any claim by Grofit for unpaid Fees will survive any termination or expiration of these Terms of Use.
12. Warranty
During the warranty period and Based on the type of warranty you purchased from Grofit, as stated in the purchase order or on the Grofit invoice, Grofit will use reasonable efforts to offer you an alternative Grofit monitoring system instead broken hardware in its sole discretion, provided that Grofit shall have no liability or responsibility to you for any damages or losses caused by the providing of, or failure to provide you alternative hardware. There is no Warranty for fragile products such as tensiometers, Soil extractor suction tubes and/or levelers.
In addition, if any act or omission by You results in damage to the monitoring system and/or the pump that leased to you, You shall reimburse Grofit for the cost of any maintenance, service, or replacement of such Hardware resulting from or required by such damage.
13. Disclaimer of Warranties
Except as set forth above, Grofit sale it products and provides the service on an “as-is” and “as-available” basis, and expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, and non- infringement. Grofit makes no warranty that
13.1: The Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, provided to you will meet your requirements;
13.2: The Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service will be uninterrupted, timely, secure or error-free;
13.3: that there will be no errors in the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, or that Grofit will fix any errors; or
13.4: that the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service or use data will improve crop yields.
You understand that products and service may be affected or interrupted by weather, heat, floods, communications and/or cellular network interruptions, software bugs and errors and other factors and acts of god, and that Grofit bears no responsibility for the same.
You acknowledge that you solely decide if and how to use and/or implement any use data obtained from the service.
Any use data or other information obtained through use of the service are obtained at your own discretion and risk. Grofit shall not be responsible for any damage or loss caused to you, your property, crop yields, crop losses, irrigation systems or your computer or damage or loss of data arising out of or relating to the use or inability to use the products (Hardware, Software and/or Service), or use data or any decision made or action taken by you in reliance on information or use data obtained from the Grofit products and/or service, even if Grofit is advised of the possibility of such damages.
Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You may also have other legal rights, which vary from state to state.
14. Limitation of Liability
Your use of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service is entirely at your own risk. Grofit will not be liable to you for any indirect, incidental, special, extraordinary, or consequential damages, loss of revenue or profits, business interruption or crop damage, loss of data, even if you have informed Grofit of the possibility of such damages. You agree that Grofit shall have no responsibility of liability for any damage or loss to property or crops, reduction or loss in production, or personal injury or death relating to the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, or related services or the use data or other information provided or used through the products. In no event shall Grofit’s total liability for any claims damages or loss relating to or arising out of use of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, shall exceed in the aggregate the fees paid by you for the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service during the twelve ((12)) months preceding the assertion of the claim.
15. Indemnification
You will defend, indemnify, and hold Grofit harmless from and against any and all claims, actions, liabilities, losses, damages, settlements, judgments, arbitration awards, costs, and expenses, including without limitation, attorneys’ fees and expenses (collectively, “Claims”) resulting from, arising out of or relating to Your use of the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service, including without limitation any claims for property damage, personal injury or death occurring on the Property relating to the Grofit's products: Grofit software, Grofit Monitoring system, Grofit automatic vacuum pump and/or Grofit service. Grofit will promptly notify You in writing of any such Claim and will allow You to control, and will cooperate with You in, the defense and all related settlement negotiations; provided, however, that Groit may participate in such defense and negotiations through counsel of its own choosing at its own expense. You will reimburse Grofit for all expenses incurred by Grofit through such cooperation with You in the defense and related settlement negotiations. No settlement of a Claim may be made by You without Grofit’s prior written consent, which shall not be unreasonably withheld.
16. Changes to These Terms of Use
When We change these Terms of Use in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Products and the Service after any such change constitutes your acceptance of the new Terms of Use. Your sole and exclusive remedy if You do not agree to any such changes is to withdraw from the products and the Service and terminate Your Account (but you will not be entitled to a refund on any fees already paid).
17. Miscellaneous
These Terms of Use constitute the full and complete understanding of You and Grofit as to the subject matter hereof and may not be altered or modified, except by written amendment which is duly executed by both parties. Further, these Terms of Use will be construed and governed in accordance with the laws of Israel, excluding the application of its conflicts of law rules. The United National Convention on Contracts for the International Sale of Goods shall not apply. The parties agree that the exclusive venue and jurisdiction for any dispute arising under or relating to the Products or the Terms of Use shall be a court of competent jurisdiction located in Tel Aviv, Israel, and each party hereby expressly consents to the personal jurisdiction of said courts and waives any objection to such jurisdiction based on forum non-convenience. If any provision of these Terms of Use is found void and unenforceable, it will not affect the validity of the balance of these Terms of Use, which will remain valid and enforceable according to its terms. No action, regardless of form, arising out of the Products under these Terms of Use may be brought by you more than one (1) year after the events that gave rise to the cause of action occurred.
18. Contact
For any questions please contact us at itay@gro-fit.co.il