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Terms of Service

Terms of Service, also known as Terms of Use, (the “Terms”) form an integral part of the Agreement governing the subscription and use of the Services provided by AgStacked to the customer defined in the Order Form or using the Services (“Customer” or “you”).

The Agreement becomes effective when Customer signs a Master Subscription Agreement or other contractual document referencing the Terms, clicks to accept the Terms when ordering online, or accesses or uses the Service, whichever earliest (“Effective Date”). If you are taking any action above and entering into this Agreement on behalf of a Customer or other legal entity including any Affiliates, you represent that you have full legal power and authority to bind Customer or other legal entity, including any Affiliates to this Agreement.

AgStacked and Customer are each referred to as a “Party” and jointly the “Parties”.

1. Definitions

  • 1.1. “Active Use” refers to data stored within the Service under a current Order Form or within six (6) months of expiration of the most recent Order Form.
  • 1.2. “Add-On” means integrations, applications, and other add-ons that are used with the Service.
  • 1.3. “Affiliate(s)” means any entity which is controlled by, in control of, or is under common control with a Party to this Contract, where “control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.
  • 1.4. “Aggregate/Pseudonymized Data” means data generated from Customer Data and learnings, logs, and data regarding use of the Service processed by AgStacked in such a manner that any personal data therein can no longer be attributed to a specific person without the use of additional information which is kept carefully separate from the personal data.
  • 1.5. “Authorized Users” means the Customer's employees and contractors who have or may be assigned access and use the Service, and who are acting for the Customer's benefit and on its behalf.
  • 1.6. “Confidential Information” means for any such information exchanged under this Contract, that is identified as confidential at the time of disclosure; or that should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
  • 1.7. “Content” means text, images, videos or other content uploaded or integrated with the Service by Customer.
  • 1.8. “Contract” means this Master Subscription Agreement document and its annexes, appendices, schedules and amendments, including any Order Forms and service-specific terms as well as any policies or exhibits linked to or referenced herein.
  • 1.9. “Customer Data” means: (i) Content; (ii) Submitted Data; and (iii) Visitor Data.
  • 1.10. “Customer's Administrators” means the Authorized Users that have been provided with administrator permissions within the Service.
  • 1.11. “Documentation” means the technical documentation created and provided by AgStacked in connection with the Service.
  • 1.12. “Intellectual Property Rights” mean copyrights, software, domain names, trademarks, service marks, designs, and registrations and applications thereof, data, and documentation thereof, trade secrets and know-how.
  • 1.13. “Service(s)” means the specific proprietary SaaS product(s) of AgStacked specified in Customer's Order Form, including any related AgStacked Documentation, and excluding any Third-Party Products.
  • 1.14. “AgStacked Technology” means the Service, any and all related or underlying Intellectual Property Rights, documentation, technology, code, know-how, logos and templates, anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing.
  • 1.15. “Order Form” means any AgStacked ordering documentation or online sign-up or subscription flow that references this Contract.
  • 1.16. “Scope of Use” means the usage limits or other scope of use descriptions for the Service included in the applicable Order Form or Documentation.
  • 1.17. “Submitted Data” means data uploaded or otherwise submitted by Customer to the Service, including Third-Party Content.
  • 1.18. “Subscription Term” means the initial term for the subscription to the applicable Service, as specified on the Customer's Order Form(s), and each subsequent renewal term (if any).
  • 1.19. “Third Party” means any party that is not the Customer, AgStacked, an Affiliate of the Customer or AgStacked's subcontractor.
  • 1.20. “Third-Party Content” means content, data or other materials that the Customer submits to the Service from its third-party data providers.
  • 1.21. “Third-Party Product(s)” means any applications, integrations, software, code, online services, systems, other products, and Add-Ons not developed by AgStacked.
  • 1.22. “Account(s)” mean each individual user account granting access to the Service as assigned or assignable by the Customer's Administrator.
  • 1.23. “Party” means either AgStacked BV or the Customer. Together they may be referred to as Parties.
  • 1.24. “Visitor Data” is the data collected from a user when they use the AgStacked service, including IP address, browser information, and/or header information.

2. Access

To access the Service, Customer may need to register with AgStacked for company access. Customer is responsible for designating individuals authorized to access Customer's Administrators' account(s). Customer's Administrators' actions are binding on the Customer in relation to AgStacked.

3. Use of the Service

3.1. Terms of Use

Authorized Users' use of the Service is subject to each Authorized User's acceptance of separate Terms of Use as may be updated by AgStacked from time to time.

3.2. Right to Use the Services

The Service is provided on a subscription basis. Subject to compliance with the Agreement and the Terms of Use, AgStacked grants Customer and its Authorized Users a limited, non-exclusive, revocable, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services designated in the Order Form.

3.3. Access Credentials

Accounts are personal and shall not be shared by multiple individuals. Customer shall ensure that all user IDs, passwords, and other access credentials for the Service are kept strictly confidential.

3.4. Prohibited Use

Customer must not, and must not allow Authorized Users or any third party to: rent, lease, copy, transfer, resell, sublicense, or otherwise provide access to the Service to a third party; publicly disseminate information regarding the performance of the Service; modify or create a derivative work of the Service; reverse engineer, disassemble, or decompile the Service; access the Service for the purpose of building a competitive product; or use the Service in an unlawful manner.

3.5. Support and Related Services

Any support services are subject to this Agreement and AgStacked's applicable support policies.

3.6. Trials or Proof of Concepts

If Customer receives a trial or evaluation subscription to the Service, Customer may use the Services for the granted Trial Period. Trial Subscriptions are permitted solely to determine whether to purchase a paid subscription. AgStacked has the right to terminate a Trial Subscription at any time for any reason.

4. Proprietary Rights

4.1. Rights in Customer Content

Customer retains all rights, title, and interest in and to Customer Content (excluding any AgStacked Technology). Customer hereby grants AgStacked a non-exclusive, worldwide, sub-licensable, royalty-free right and license to host, use, copy, store, transmit, modify, display, and create derivative works of the Customer Content as reasonably necessary to provide the Services.

4.2. Rights to AgStacked Technology

AgStacked (or its suppliers) retain all rights, title and interest in and to all AgStacked Technology. AgStacked reserves all rights not specifically granted in the Agreement.

4.3. No Transfer of Intellectual Property Rights

Except as expressly set forth in these Terms, the Agreement does not grant either Party any rights, implied or otherwise, to the other's Intellectual Property Rights.

4.4. Feedback

If Customer chooses to provide any suggestions, comments, or feedback to AgStacked, Customer acknowledges that AgStacked has no responsibility to evaluate, use or compensate Customer for any Feedback.

5. Developments and Early Stage Services

5.1. Developments

The Service may develop and evolve over time. AgStacked may make updates, bug fixes, modifications or improvements to the Service from time to time.

5.2. Early Stage Services

AgStacked may provide access to Beta or other early stage Services. Customer acknowledges that Beta Releases may not be complete or fully functional and may contain bugs, errors, and other problems. Any use of Beta Releases is at Customer's sole risk.

6. Personal Data

6.1. Obtaining Consents

Customer shall be responsible for obtaining and maintaining all required consents or approvals from Authorized Users to allow access, monitoring, use, disclosure and other processing of personal data.

6.2. Data Processing

In the course of providing the Service, AgStacked may process personal data as a data processor on behalf of Customer. Such processing shall be subject to the Data Processing Addendum (“DPA”) as incorporated by reference into the Agreement.

7. Third-Party Products and Rights

7.1. Compliance with Third-Party Terms

Customer's use of Third-Party Products within the Service may be subject to third-party terms. Customer shall obtain and maintain the relevant rights and licenses.

7.2. Third-Party Access to Customer Content

If Customer chooses to install or use Third-Party Products within the Service, providers of those products may have access to Customer Content. AgStacked will not be responsible for any resulting use, disclosure, modification, or deletion of such content.

7.3. Access at Own Risk

Customer accesses Third-Party Products and the content thereof solely at its own risk.

7.4. Respecting Third-Party Rights

Customer represents and warrants that Customer's use of Third-Party Products in the Services does not violate any third-party rights.

8. Subscription and Renewal

8.1. Subscription Start Date

The Subscription Start Date is the date specified in the Order Form, or if not specified, the Effective Date.

8.2. Subscription Term

Unless otherwise agreed in the Order Form, the initial Subscription Term is twelve (12) months from the Subscription Start Date.

8.3. Renewal

Unless otherwise agreed, after the initial Subscription Term, Customer's subscription will automatically renew for additional twelve-month periods until either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term.

8.4. No Cancellation

Customer cannot cancel or terminate an ongoing Subscription Term except as expressly permitted by Section 10.2 (Termination for Cause).

9. Fees and Invoicing

Customer will pay AgStacked the fees specified in the applicable Order Form for the duration of the entire Subscription Term. Unless otherwise specified, Fees are payable in EUR. All payments are non-cancelable and non-refundable, except where expressly set forth in Section 10.2.

All Fees are exclusive of taxes. AgStacked shall add any VAT or sales tax, if applicable. The payment term is 14 days net, or as otherwise agreed in the applicable Order Form.

10. Term and Termination

10.1. Agreement Term

This Agreement will enter into force on the Effective Date and continue until the expiration of Customer's last Subscription Term, unless terminated early.

10.2. Termination for Cause

The Agreement can be terminated with immediate effect by a Party if the other Party is in material breach and fails to cure within thirty (30) days, ceases business operations, or is repeatedly in material breach.

10.3. Suspension

AgStacked may immediately suspend Customer's access to the Service if Customer breaches Prohibited Use terms or fails to pay any undisputed amount when due.

10.4. Rights and Obligations upon Termination

Upon termination, rights granted will cease immediately. AgStacked shall provide Customer access to export Customer Content for thirty (30) days, and may delete Customer Content thereafter.

11. Confidentiality

Each Party agrees not to use or disclose to third parties the other Party's Confidential Information, except in performance of the Services or as otherwise permitted in this Agreement. These obligations do not apply to information that is publicly available, was already known, was rightfully disclosed by a third party, was independently developed, or is required to be disclosed by law.

12. Indemnification

Customer agrees to defend and indemnify AgStacked, its Affiliates and their directors, officers, employees, suppliers and agents against any third-party claims and liabilities arising from Customer's use of the Services in violation of the Agreement or applicable law.

13. Warranties and Disclaimers

AgStacked uses reasonable efforts to maintain the availability of Services. However, AgStacked does not warrant that the Services will be uninterrupted or error free. Except as expressly set forth herein, the Services and AgStacked Technology are provided “as is” and AgStacked disclaims all warranties, express or implied, including implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

In no event will either Party be responsible for any indirect, exemplary, incidental, special or consequential damage, including loss of use, business or profits. The aggregate liability of AgStacked together with its Affiliates and suppliers will not exceed the fees paid by Customer in the 12 months prior to the act that gave rise to the liability.

15. Updates to the Terms

AgStacked may modify and update the Terms from time to time. If a modification is material, AgStacked will provide Customer with at least 45 days prior notice. Non-material modifications take effect immediately upon posting.

16. Other Terms

AgStacked does not provide an archiving service. Customer is responsible for making its own regular backups of important Customer Content.

You may not assign or transfer the Agreement without our prior written consent.

The Agreement is the Parties' complete and exclusive understanding relating to the Agreement's subject matter.

Any notice under the Agreement must be given in writing in the English language. Customer shall send notices by email at support@AgStacked.com.

17. Governing Law and Dispute Resolution

The Agreement is governed by the laws of the Netherlands without regard to any conflict of law provisions. Any dispute shall be finally settled by arbitration in accordance with the Arbitration Rules of the Netherlands Chamber of Commerce (KVK). The seat of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be English.

18. Order of Precedence

In the event of any conflict or inconsistency, the following order of precedence applies: (i) Master Subscription Agreement and Order Forms, (ii) DPA, if applicable, (iii) Terms, and (iv) other annexes in descending order.