Loading...

Terms and Conditions


GENERAL SUBSCRIPTION TERMS
Validator™ Terms and Conditions

The Agreement for Benchmarking Services between Validator, LLC ("Validator") and you personally and, if applicable, the entity for whom you are using Benchmarking Services (collectively, "you" or "your") (this "Agreement") consists of: (a) the Validator Subscription Agreement, if any, entered into by and between Validator, LLC ("Validator") and you personally and, if applicable, on behalf of the entity for whom you are using Benchmarking Services (collectively, "you" or "your") ("Subscription Agreement"); (b) these Validator Terms and Conditions ("General Subscription Terms"); (c) the Validator Terms of Use located at https://validator.mainstreetdata.co/terms-of-use.html (the "Terms of Use"); (d) the Validator Privacy Policy located at https://validator.mainstreetdata.co/privacy-policy.html (the "Privacy Policy ") and (e) any other terms as provided herein, all as in effect on the date of the Subscription. The Subscription Agreement (if any), the Terms of Use, the Privacy Policy, and such other terms are expressly incorporated herein by reference. (The Subscription Agreement, the General Subscription Terms, the Terms of Use, the Privacy Policy, and such other terms are collectively referred to as, "Terms and Conditions"). All components of the Terms and Conditions shall be read together and construed, to the fullest extent possible, to be in concert with each other. To the extent that they cannot be so construed, then in the event of any direct conflict between the Subscription Agreement and the General Subscription Terms, the Subscription Agreement will prevail. In the event of a direct conflict between the Subscription Agreement or the General Subscription Terms and the Terms of Use, the Subscription Agreement or the General Subscription Terms, as applicable, will prevail. In the event of a direct conflict between the General Subscription Terms and the Privacy Policy, the Privacy Policy will prevail.

The Effective Date of this Agreement is December 15, 2014.

BY ACCESSING OR USING ANY PART OF THE BENCHMARKING SERVICES, YOU AGREE THAT YOU ARE A PERMITTED USER AND THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT, WHICH CONTAINS AN ARBITRATION AGREEMENT AND WAIVER OF CLASS-ACTION RIGHTS. IF YOU ARE NOT A PERMITTED USER OR DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE ANY BENCHMARKING SERVICE.

This Agreement supplements, but does not supplant, any terms which governed your use of any of the Benchmarking Services as of the Effective Date; provided, however, that if there is a conflict between this Agreement and such terms, this Agreement will control.

  1. 1. Definitions. For purposes of this Agreement, in addition to the capitalized terms defined elsewhere in these General Subscription Terms, the following terms shall have the meanings set forth:

    1. 1.1 "Benchmarking Data" means any or all of the following - benchmark yield data, percentile performance data, improvement opportunity data, management zone data, and any other data or information Validator provides in connection with the Benchmarking Services.

    2. 1.2 "Benchmarking Services" means the provision of Benchmarking Data and such other services that Validator, in its sole discretion, may elect to provide or make available to Permitted Users of your Validator Account.

    3. 1.3 "Permitted User" means a person who has created a Validator Account (the "Account Holder") or who (i) has been authorized by the Account Holder to access the Account Holder's Validator Account solely for purposes of assisting the Account Holder in making farming decisions about fields farmed by the Account Holder and (ii) has agreed to be bound by these Terms and Conditions.

    4. 1.4 "Primary Farmer" of a field means (i) the person who owns the field, if the person has not leased the field to another person for purposes of farming the field, or (ii) the person who leases the field for purposes of farming the field. For the avoidance of doubt a person who owns a field and has leased it to another person for purposes of farming the field is not the Primary Farmer of that field for purposes of this Agreement.

    5. 1.5 "Validator Account" means an account accessible through a username and password the creation of which, in combination with the acceptance of the Terms and Conditions, permits a Permitted User to access Benchmarking Services. References to "your Validator Account" shall refer to the Validator Account you created if you are an Account Holder or, if you are a Permitted User who is not an Account Holder, to the Validator Account of the Account Holder who authorized your use of such Validator Account.

  2. 2. The Primary Farmer. For purposes of this Agreement, a field is farmed by an Account Holder if the Account Holder is the Primary Farmer of the field. By creating a Validator Account, you verify, represent, and warrant that you are the Primary Farmer of the fields you register in your Validator Account. Validator relies on the integrity of farmers to correctly identify fields they farm and to promptly acknowledge mistakes they make in registering their fields; accordingly, Validator does not verify that an Account Holder is the Primary Farmer of the fields registered by the Account Holder in the Account Holder's Validator Account. If you believe another person has registered fields in a Validator Account for which you are the Primary Farmer, please contact us at validator@mainstreetdata.co.

  3. 3. Account Holder Representations and Warranties. If you are an Account Holder, you represent, warrant, and agree: (i) you have provided true and correct information about all such fields; (ii) you are the Primary Farmer of the fields you registered in your Validator Account; (iii) you will not use the Benchmarking Services, the Benchmarking Data, or any other materials or content made available to you in connection with your use of the Benchmarking Services for any purposes other than (A) benchmarking yields of fields you farm for making farming decisions about fields you farm, (B) negotiating rent of farms you lease, or (C) negotiating the sale of farms you own; (iv) will you not, without the express, prior, written consent of Validator, disclose any Benchmarking Data or any other materials or content made available to you in connection with your use of the Benchmarking Services to any person other than a Permitted User; (v) you will not disclose any Benchmarking Data or any other materials or content made available to you in connection with your use of the Benchmarking Services for any purposes other than (A) making farming decisions about fields you farm, (B) negotiating rent of farms you lease, (C) negotiating the sale of farms you own, or (D) any other purpose expressly authorized by Validator in writing; (vi) you will not give your login credentials for your Validator Account to any person other than a Permitted User or otherwise permit any person other than a Permitted User to access or use the Benchmarking Services, Benchmarking Data, or any other materials or content made available to you in connection with your use of the Benchmarking Services; (vii) you will not operate or attempt to operate the Benchmarking Services on a service bureau or timeshare basis, providing benchmarking-related (or other) services on behalf of, or as a service to, any third party; (viii) you will not use or permit any third party to use any Benchmarking Data for any purposes related to commodity trading or any other purpose not expressly permitted under this Agreement or expressly authorized by Validator in writing; (ix) you will not attempt to duplicate the Benchmarking Data or use Benchmarking Data to provide services similar to the Benchmarking Services, derive any algorithms used to produce the Benchmarking Data, attempt to derive or duplicate any information used to produce the Benchmarking Data, or attempt to provide, duplicate, or otherwise reproduce services similar to the Benchmarking Services; and (x) you will not assist any third party in engaging in any activity prohibited by this Agreement.

  4. 4. Permitted User Representations and Warranties. If you are Permitted User of a Validator Account but are not the Account Holder, you represent, warrant, and agree: (i) to your knowledge, the Account Holder has provided true and correct information about all fields registered in his Validator Account; (ii) to your knowledge, the Account Holder is the Primary Farmer of the fields registered in the Account Holder's Validator Account; (iii) you will not use the Benchmarking Services, the Benchmarking Data, or any other materials or content made available to you in connection with your use of the Benchmarking Services for any purpose other than making farming decisions about fields the Account Holder farms; (iv) will you not disclose any Benchmarking Data, or any other materials or content made available to you in connection with your use of the Benchmarking Services for any purpose other than making farming decisions about fields the Account Holder farms; (v) you will not give the Account Holder's login credentials for the Account Holder's Validator Account to any other person or otherwise permit any other person to access or use the Benchmarking Services, Benchmarking Data, or any other materials or content made available to you in connection with your use of the Benchmarking Services; (vi) you will not operate or attempt to operate the Benchmarking Services on a service bureau or timeshare basis, providing benchmarking-related (or other) services on behalf of, or as a service to, any third party; (vii) you will not use or permit any third party to use any Benchmarking Data for any purposes related to commodity trading or any other purpose not expressly permitted under this Agreement or expressly authorized by Validator in writing; (viii) you will not attempt to duplicate the Benchmarking Data or use Benchmarking Data to provide services similar to the Benchmarking Services, derive any algorithms used to produce the Benchmarking Data, attempt to derive or duplicate any information used to produce the Benchmarking Data, or attempt to provide, duplicate, or otherwise reproduce services similar to the Benchmarking Services; and (ix) you will not assist any third party in engaging in any activity prohibited by this Agreement.

  5. 5. Field Changes.

    1. 5.1 All Field Changes Must be Registered. As a condition to receiving the Benchmarking Services, when you create your Validator Account, you must maintain the accuracy of the fields you have registered in your Validator Account. If you are no longer the Primary Farmer of a field you have registered, you must promptly contact us at validator@mainstreetdata.co and request deletion of the field from your Validator Account.

    2. 5.2 Deletion by Validator. If, with respect to any field registered in your Validator Account, Validator determines to its reasonable satisfaction that you are not (or the Account Holder is not) the Primary Farmer of such field, Validator may delete such field from your Validator Account. Validator shall use commercially reasonable effort to attempt to notify you of any such deletion but shall not be required to notify you as a precondition to such deletion.

  6. 6. Termination of Validator Account. Validator may terminate your access to the Benchmarking Services in whole or in part if it reasonably believes you or any other Permitted User of your Validator Account has breached any of the Terms and Conditions. Following termination, you will not be permitted to access the Benchmarking Services or any data or other information relating to your Validator Account, including any Yield Data.

  7. 7. Changes. Validator may modify these General Subscription Terms at any time. Notification of modifications to these General Subscription Terms will be made available via your Validator Account. Modifications will become effective fourteen days after they are posted, unless a different effective date is provided in the notice of modification or applicable law requires earlier application. If you do not agree to the modified General Subscription Terms, you must discontinue your use of the Benchmarking Services.

  8. 8. Force Majeure. Validator will not be liable for failing to perform under this Agreement or provide the Benchmarking Services because of any event beyond its reasonable control.

  9. 9. Governing Law. This Agreement shall be governed, construed and applied in all respects by the laws of the State of Missouri without regard to any provision governing conflicts of law.

  10. 10. About These Terms. These General Subscription Terms supersede all prior Validator Terms and Conditions and any prior or contemporaneous understandings between you and Validator relating to the Benchmarking Services. You may not transfer your rights or obligations under this Agreement without the prior written consent of Validator. Validator may freely do so, in whole or in part. This Agreement will be binding upon the successors and permitted assigns of you and Validator. This Agreement does not create any third party beneficiary rights. A party's failure or delay in exercising any right, power or privilege under this Agreement will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under this Agreement. You and Validator are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.

  11. 11. Interpretation. Words such as "herein", "hereinafter", "hereof" and "hereunder" refer to this Agreement as a whole and not merely to a section, paragraph or clause in which such words appear, unless the context otherwise requires. All definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural. The singular shall include the plural, and each masculine, feminine and neuter reference shall include and refer also to the others, unless the context otherwise requires. The words "include", "includes" and "including" are deemed to be followed by "without limitation" or words of similar import. Except where the context otherwise requires, the word "or" is used in the inclusive sense (and/or).

NEITHER VALIDATOR NOR ANY PERSON ON VALIDATOR’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. BY ACCEPTANCE OF THIS AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY VALIDATOR, OR ANY OTHER PERSON ON VALIDATOR'S BEHALF.

Micro-Field Reader Terms and Conditions

If Farmer has elected to use one or more Micro-Field Readers (MFR) in connection with the Benchmarking Services, Farmer agrees that the following additional provisions shall apply to such MFRs, Farmer’s use of MFRs, and Farmer’s receipt of Benchmarking Services.

The effective date of this Agreement is December 15, 2014.

1. Farmer may request an MFR for any combine Farmer uses to harvest fields for which Farmer is the Primary Farmer. Accordingly, Farmer shall either: (i) provide reasonable access to the combine to permit MFR installation by Validator; or (ii) follow all instructions provided by Validator when installing MFRs.

2. Farmer acknowledges and agrees that MFRs may automatically collect, store and/or transmit data, including, but not limited to, data relating to the global position, amount and characteristics of crop harvested and operation of the combines on which MFRs are installed. Farmer agrees not to disable, interfere with, disrupt, access, intercept, simultaneously transmit, copy or override the collection, storage and/or transmission of any such data and/or license, assign, sell, or otherwise grant any third party any rights in or to any such data and/or assist any third party in engaging in any of the foregoing activities. Validator may use such data in the performance of its obligations and exercise of its rights under this Subscription Agreement. Validator reserves the right to share such data with its affiliates and subsidiaries (including companies that Validator owns or controls, that own or control Validator, or that are under common ownership or control with Validator). Validator also reserves the right, on behalf of itself and its affiliates and subsidiaries, to use such data, in non-personally identifiable form (i.e., in a form that cannot be reasonably associated with, linked to, or used to individually identify Farmer) for any lawful purpose.

3. Upon Validator’s request, Farmer shall provide reasonable access to Validator to permit service to or replacement of MFRs.

4. Farmer may remove an MFR only for the purpose of returning the MFR and only with the prior, express permission of Validator; Farmer shall promptly return any MFR to Validator.

5. Upon termination of the subscription or removal of MFR pursuant to 1.4 above, Farmer will pay a fee of $500 for each MFR not promptly returned to Validator.

VALIDATOR PROVIDES THE MFRs ON AN “AS IS” AND “AS AVAILABLE” BASIS. VALIDATOR DOES NOT REPRESENT OR WARRANT THAT THE MFRs, THEIR USE, ANY INFORMATION GENERATED BY OR PROVIDED IN CONNECTION WITH THE MFRs: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, OR (III) WILL MEET FARMER’S REQUIREMENTS. VALIDATOR MAKES NO WARRANTIES REGARDING THE MFRs OTHER THAN THOSE MADE EXPRESSLY IN THIS SUBSCRIPTION AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, ALL DISCLAIMERS OF WARRANTIES AND EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THE TERMS AND CONDITIONS APPLY TO ALL BENCHMARKING SERVICES, BENCHMARKING DATA, AND ANY OTHER INFORMATION OR SERVICES PROVIDED UNDER THE SUBSCRIPTION AGREEMENT.