Cropnosis Limited Terms and Conditions for Access
1. Grant of Licence; Use of the Software and the Documentation.
1.1 In return for registering with the Website or payment of the Annual Subscription Fee, which, if applicable, is payable in advance within thirty (30) days of invoice and your agreement to comply with the terms of this Agreement, Cropnosis grants you a non-transferable and non-exclusive license to use the Software and the Documentation for your internal business purposes. You acknowledge that access to certain areas of the Website may be restricted, depending on the user's subscription status.
1.2 This license covers use of the Website for an agreed number of users as agreed between the Subscriber or Guest User and Cropnosis. Allowing access for more than the agreed number of users will be considered a material breach of this Agreement and without prejudice to any other right, Cropnosis may immediately terminate this Agreement without compensation to the Subscriber or Guest User.
1.3 Title to and ownership in the Software and the Documentation and the underlying data accessed through the Software shall remain at all times with Cropnosis. The licence covered by this Agreement does not permit sublicensing of the Software, Documentation or the Data or resale or redistribution of the Software, Documentation or the Data. The Software, Documentation and Data may be used only by your employees, officers, or directors. Consultants or other third parties with a need to have access for purposes otherwise permitted under this Agreement may only be granted access with the prior written consent of Cropnosis.
1.4 For Subscribers, the term of this Agreement shall be 12 months from the start date as agreed between the Subscriber and Cropnosis, which may be renewed for successive 12-month Terms in accordance with clause 1.5. For Guest Users, this agreement will automatically be renewed on the first entry into the Website following expiry of the 12 months period.
1.5 Prior to the expiry of the Term, Cropnosis shall send Subscribers a new Attachment setting out the Annual Subscription Fee for the following 12-month Term, together with renewal documentation for that subsequent Term. Upon receipt of the signed renewal documentation, the Term shall be renewed for the further 12 month period from the expiry of the previous Term, subject to the provisions of the new Attachment.
2. Software Update Policy.
Cropnosis may, from time to time, create updated versions of the Software (programs, data or documents at its sole option) for the general use of Subscribers. Such updates will be made available to you at Cropnosis's absolute discretion.
3. Telephone Support.
Cropnosis will make available telephone hotline support to Subscribers for questions about the operation of the Software during Cropnosis's normal UK business hours, being Monday to Friday, 0900 to 1700 (excluding all statutory or regional holidays). Cropnosis agrees to use all reasonable endeavours to respond to questions within a reasonable time.
4. Limited Warranty and Limitation of Liability.
(a) Cropnosis warrants that it will use all reasonable endeavours so that the Software when correctly installed by you and for 30 days thereafter will operate substantially in accordance with the Documentation. Except as described above, Cropnosis makes no written, oral, statutory, express or implied warranties, conditions or representations concerning the Software, the Data or the Documentation, or the results of use and expressly disclaims any warranties or conditions of satisfactory quality or fitness for a particular purpose. Cropnosis used its reasonable endeavours to obtain the Data from sources deemed reliable, but Cropnosis makes no warranties or representation about the accuracy or completeness of the Data. No warranty or representation is given to you in respect of the functionality or compatibility of the Software with any machine, equipment or other software.
(b) Cropnosis shall not be liable to you or to any other person for any loss of business or profits or loss of data, special, indirect, incidental, consequential or punitive damage or loss of any nature whether arising from negligence, tort, breach of contract, misrepresentation, indemnity or otherwise. Notwithstanding anything else in this Agreement, Cropnosis does not limit or exclude its liability for fraud, or for death or personal injury arising from its negligence or that of its employees, agents or subcontractors.
(c) Subject to Clause(b), Cropnosis's total liability under this Agreement for damages, costs, loss or expenses regardless of the form of the action, including by way of indemnity shall not exceed the Annual Subscription Fees for the Software, Data and Documentation during the most recent twelve month period for which payment was received and no action, regardless of form, arising from or pertaining to the Software, Data or Documentation or this Agreement may be brought by you more than one (1) year after that action has accrued.
5. Proprietary Rights Indemnification.
5.1 Cropnosis shall defend, indemnify and hold Subscribers harmless from and against any and all suits, actions, claims, fines, costs and legal and other expenses (including reasonable fees and disbursements) directly resulting from any claim that the Software and Documentation, as used within the scope of this Agreement, infringes or violates any United Kingdom patent, copyright, trade mark, trade secret or other proprietary right of any third party, provided that Subscribers:
(a) promptly notify Cropnosis in writing of such alleged infringement or violation; and
(b) make no admission as to liability in respect of the claim; and
(c) allow the conduct, settlement, negotiation or litigation of the claim to be solely handled by Cropnosis; and
(d) co-operate fully with Cropnosis in the defence of any such claim if requested to do so by Cropnosis.
5.2 In no event shall Cropnosis be liable for any compromise or settlement entered into without Cropnosis's prior written consent.
5.3 The remedies provided in this Clause 5 shall be Subscribers' exclusive remedies for a breach of this clause.
6. Proprietary Rights.
You acknowledge having been informed by Cropnosis that the Software, Data and Documentation (i) have substantial monetary value, (ii) were developed as the result of considerable effort and expense, (iii) are the proprietary and confidential property of Cropnosis and (iv) are disclosed to you in confidence only on the terms and conditions set forth in this Agreement. You understand and acknowledge that this Agreement confers no ownership or sublicensing rights whatsoever in the Software, the Documentation, the Data or any trade secret, copyright or patent of Cropnosis now or to become applicable to the Software, the Documentation or the Data. You agree to treat as confidential all information and data, of whatsoever nature, relating to the Software, the Data or the Documentation, which you, or your officers, employees, or any third party obtaining such information through you, obtains with respect to the Software or the Data or the Documentation, and you agree that you will follow such procedures as you take to protect all your proprietary information of similar character. You agree that should you fail to fulfil your obligations under Clauses 1 or 6, Cropnosis, in addition to any other rights it may have, shall have the right to seek equitable relief including, without limitation, an injunction, which you shall not oppose.
7. Copy restrictions.
7.1 The Software, the Documentation and the Data are owned by Cropnosis. Access to the Software, Documentation or Data for users not authorised under this license through unauthorised copying of the Software, Documentation or Data or otherwise (including Software, Documentation or Data which has been modified, merged or included with other software, documentation or data) is strictly forbidden. You may be held responsible for any intellectual property right infringement, which is caused or encouraged by a failure to abide by the terms of this Agreement. This Software, Data and Documentation are licensed to you on a subscriber basis and in no event may you copy, distribute, transfer, assign, rent or lease, sell or otherwise dispose of the Software, Data or Documentation on a temporary or permanent basis to anyone else except as specifically stated in this Agreement.
7.2 Subject to the restriction above, Subscribers may make one copy of the Software and Documentation for backup or archival purposes and one copy for use at a disaster recovery site in the event of a disaster during which Subscribers cannot operate the Software on its network and/or locations or for testing preparedness at a disaster recovery site, for as long as a disaster is continuing or a test is in progress. All such copies of the Software and the Documentation are subject to the terms and conditions of this Agreement. You shall not, save to the extent expressly permitted by section 50B of the Copyright, Designs and Patents Act 1988, decompile, disassemble or reverse engineer the object code of the Software nor attempt to do any of these things.
7.3 You shall not alter, obscure, remove interfere with or add to any of the trade marks, trade names, markings or notices affixed to or contained in the Software or Documentation at the time they are delivered to you and shall ensure that all those trade marks, trade names, markings and notices are reproduced in full on all full or partial copies of the Software or Documentation made by or on behalf of you.
7.4 If you use the Data for any purpose, you must display an acknowledgement that the source of the Data was Cropnosis with a suitable attribution.
8.1 This Agreement will remain in force and shall continue for successive Terms as long as the Annual Subscription Fee continues to be paid by you in accordance with clause 1.5, and as long as you comply with the provisions of this Agreement, unless earlier terminated by either party. If payment lapses or is not made by the due date, this Agreement will terminate without notice from Cropnosis. In addition, Cropnosis may terminate this Agreement by written notice to you if you:
(a) are in breach of any of your obligations under this Agreement and either (i) that breach is incapable of remedy or (ii) you shall have failed to remedy such breach within 30 days after receiving written notice requiring you to remedy such breach;
(b) are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution or an administrator or other receiver, manager, liquidator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction, or you cease to carry on business as carried on the date of this Agreement; or.
(c) undergo a change of control and for these purposes "control" means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, by agreement or otherwise.
8.2 Upon termination or expiry of this Agreement you shall destroy all Software and Documentation provided by Cropnosis and Cropnosis will be under no obligation to provide further access to the Website.
8.3 Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after that termination.
8.4 Notwithstanding anything in this Agreement, where Cropnosis in its absolute discretion determines it is no longer in its interests to provide the Software, Documentation and/or Data to you, it may elect not to extend the Term.
9. Right to Audit.
We have the right, from time to time, to audit your compliance with the user limitation provisions in clause 1.2 of this Agreement You shall permit representatives of Cropnosis to enter your premises at all reasonable times to verify and confirm your compliance with these user limitations
The Annual Subscription Fee payable by the Subscriber under this Agreement shall be exclusive of any VAT or any equivalent tax or duty, and shall accordingly be construed as a reference to that amount plus any VAT in respect of it. VAT shall be paid by the Subscriber against a VAT invoice at the rate and in the manner for the time being prescribed by law.
11. Force Majeure.
Neither party will be liable for delay in performing any of its obligations insofar as the performance of such obligation is delayed by an event (other than industrial action) which is beyond its reasonable control. Any delay by a contracting party to perform its obligations arising from the occurrence of such an event must be notified to the other party as soon as possible, together with details of the circumstances giving rise to the event.
12. Entire Agreement; Severability.
This is the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous agreements, existing contracts previously executed between the parties. Each of the parties waives all rights and remedies which, but for this subclause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this subclause shall limit or exclude any liability for fraud. This Agreement shall govern in the case of any inconsistency between it and any purchase order, change order, confirmation or other document issued by either party, other than any Exhibit attached to and made a part of this Agreement. If any provision, clause or application of this Agreement to any party or circumstance is held invalid and unenforceable, this shall not affect any other provision, clause or application of this Agreement.
A waiver by one of the parties of any of the provisions of this Agreement or of any breach or default by the other party in performing any of those provisions shall not constitute a continuing waiver. That waiver shall not prevent the waiving party from subsequently enforcing any of the provisions of this Agreement not waived or from acting on any subsequent breach of or default by the other party under any of the provisions of this Agreement.
Any amendment or variation of this Agreement may be made by Cropnosis providing reasonable notice of the change to you.
All notices pursuant to this Agreement shall be given by personal delivery, prepaid registered or certified mail (against receipt), overnight courier or confirmed facsimile to the address or number of the Subscriber.
16. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of England, and you agree to submit to exclusive jurisdiction in the English courts.
You will not disclose the identity of Cropnosis as a supplier of services or otherwise publicise the subject matter of this Agreement without our prior written consent.
18. Third Party Rights.
A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy which exists or is available apart from that Act.
In this Agreement unless the context requires otherwise:
"Agreement" means this agreement;
"Annual Subscription Fee" means the fee agreed between the user and Cropnosis in exchange for access to the restricted area of the Website for the Term specified;
"Data" means the underlying data accessed through the Software;
"Documentation" means any documentation supplied under this Agreement from time to time;
"Guest User" means users granted access to the free section of the Website;
"Software" means the software product(s) in the restricted area of the website and all updates to those products made available in accordance with clause 2 and any other intellectual property rights in the same;
"Subscriber" means users paying the Annual Subscription Fee;
"you" and "your" refer to the Subscriber or Guest User;
"Term" means the period in clause 1.4 and any renewal as the case may be.
"Website" means the website located at http://www.cropnosis.com.