Legal
Effective from: April 27, 2023
THESE TERMS OF SERVICE ("AGREEMENT") DESCRIBE THE TERMS AND CONDITIONS ON WHICH AGBLOX, INC. ("AGBLOX" OR "WE" or "US") PROVIDES ITS SERVICES TO ANY CUSTOMER INTEGRATING AND ACCESSING AGBLOX'S PROPRIETARY SERVICES, PLATFORMS, MODELS, BOTS, AND INTERFACES (THE "SERVICE" OR "SERVICES"), OR OTHERWISE RECEIVING THE BENEFIT OF AGBLOX'S SERVICES (THE "CUSTOMER" or "YOU/YOUR"). SUCH SERVICES MAY BE PROVIDED AT LEAST IN PART USING MEETINGMAP.COM, ICLERK.AI, OR OTHER AGBLOX WEBSITE (THE "WEBSITE" OR "WEBSITES").
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH AGBLOX, AND THESE TERMS ARE A LEGAL CONTRACT BETWEEN AGBLOX AND YOU. IN CONSIDERATION OF BEING PERMITTED TO USE OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, AS AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS IN WHOLE OR IN PART, DO NOT COMPLETE THE SUBSCRIPTION PROCESS BY CLICKING "I AGREE"; YOU ARE NOT PERMITTED TO USE OUR SERVICES.
IF CUSTOMER OR THE THIRD-PARTY ON BEHALF OF WHOM CUSTOMER IS ACTING (ALSO, A "CUSTOMER") AND AGBLOX HAVE ALREADY ENTERED A SEPARATE AGREEMENT GOVERNING PROVISION OF AGBLOX'S SERVICE OR SERVICES THAT HAS BEEN SIGNED ON BEHALF OF BOTH AGBLOX AND CUSTOMER, THEN THAT OTHER AGREEMENT SHALL APPLY IN PLACE OF THE TERMS HEREIN, NOTWITHSTANDING ANY CHECKBOX OR ELECTRONIC ACCEPTANCE REQUIRED IN ORDER TO USE THE SERVICE.
During the Term as defined in (Section 2(a)) AgBlox will provide Customer with access to AgBlox's Services in accordance with the terms and conditions of this Agreement. In order to access and use the Services, Customer is responsible at its own expense for obtaining its own Internet access, and any hardware and software required therefor. The use of any registration-related information you provide us and the information we collect about you in connection with your subscription to, and use of, the Services is governed by our Privacy Policy, available at iclerk.ai
Subject to the terms and conditions of this Agreement, AgBlox hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the Service, solely for Customer's personal or internal business purposes during the Term. All rights not expressly granted to Customer are reserved by AgBlox and its licensors. There are no implied rights.
By entering into this Agreement, Customer represents and warrants that Customer meets the following minimum requirements (the "Eligibility Requirements"): (i) Customer is at least 18 years old and has the legal capacity to be bound by this Agreement; (ii) Customer has the necessary rights and authority to enter into and perform the obligations required of Customer under this Agreement, including entering into this Agreement on behalf of and binding a third-party, if so applicable; (iii) All information which Customer provides, including but not limited to information provided during registration, information about Customer and any third-party business, and all relevant payment information, is within Customer's right to use, and is and will remain accurate, complete and current; (iv) Customer is in compliance with all applicable laws, including but not limited to all applicable laws and regulations pertaining to data privacy, regardless of Customer location; (v) None of the Customer Data (as defined herein) will contain any unlawful, defamatory, offensive, libelous, harassing, abusive, fraudulent, pornographic or obscene content or material; and (vi) Customer will provide AgBlox with any information, records, or materials that we request to verify Customer's compliance with the eligibility requirements set forth above and the terms and conditions of this Agreement.
Customer shall not (and shall not allow any third party to): (i) use the Service for the benefit of any third party, or to develop or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not expressly permitted herein, or otherwise without the permission of AgBlox; (ii) permit any third party to access or use the Service except as envisioned by the Service in its normal operation or specified herein; (iii) sell, distribute, rent, lease, post, link, disclose or provide access to the Service, in any way, directly or indirectly, to any third party; (iv) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (v) use any unauthorized robot, spider, scraper, crawler, or other automated means to access the Service, or engage in any scraping, crawling, data-mining, harvesting, data aggregating or indexing of the Service or (vi) use the Service in any manner that not permitted by AgBlox. Customer shall keep all passwords and any API Keys provided to it safe and secure, and shall be responsible for all use of the Service using passwords or API keys issued to Customer. Customer shall notify AgBlox immediately of any actual or suspected unauthorized use of its passwords or API keys for the Service. Without limiting any of its other rights or remedies, AgBlox reserves the right to suspend access to the Service if AgBlox reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement. In such an instance, AgBlox shall provide Customer prompt written notice of such suspension.
Customer shall: (i) reasonably cooperate with AgBlox in all matters relating to the Service; (ii) respond promptly to any AgBlox request to provide information, approvals, authorizations or decisions that are reasonably necessary for AgBlox to provide the Service in accordance with this Agreement; and (iii) provide such Customer materials or information as AgBlox may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.
As part of providing the Services, AgBlox may engage with Customer for the purpose of improving and updating such Services, providing instructional content on the use of such Services, and communicating promotional materials. By opting in to receive marketing communications, Customer agrees to receive emails, newsletters, promotions, other marketing materials, and information about improvements and updates from AgBlox related to our Services. AgBlox will use reasonable efforts to ensure that any such communications are relevant and useful to Customer. Customer may opt out of these communications at any time by following the instructions provided in the communication or by contacting AgBlox customer support.
The term of this Agreement shall commence upon Customer's subscription to the Service and, unless earlier terminated as set forth herein, shall continue for the period of one month (the "Initial Term"). The Customer may terminate this Agreement upon 30 days' written notice to AgBlox. AgBlox reserves the right to terminate this Agreement at any time upon written notice to the Customer and shall repay to Customer any pro-rated portion of the fees paid to it in connection with the Services that the Customer would have received but for AgBlox's cancellation. In the event that the Agreement is not terminated as set forth herein it shall continue to automatically renew for the length of the Initial Term (a "Renewal Term"). The Initial Term and any Renewal Term is referred to herein as a "Subscription Term", and the Subscription Terms are referred to collectively as the "Term."
Either Party may terminate this Agreement by written notice thereof to the other Party, if the other Party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof.
Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and AgBlox shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service. Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 2 through 11.
Subject to the terms and conditions of this Agreement, AgBlox hereby grants to Customer a limited, non-exclusive, non-transferable license to use the Websites. This license does not include any right of resale or further distribution of any content included on the Websites (the "Website Content"). Except for the limited license granted herein, AgBlox retains all right, title and interest in and to the Websites and Website Content.
The Website Content is provided for informational purposes only and is not intended to constitute legal, financial, or professional advice. AgBlox makes no representations or warranties regarding the accuracy, completeness, or reliability of the Website Content.
The Service, including all software, algorithms, processes, methodologies, know-how, and other technology used to provide the Service, and all intellectual property rights therein, are and will remain the exclusive property of AgBlox and its licensors. No title to or ownership of any such intellectual property rights is transferred to Customer under this Agreement.
Customer retains all right, title, and interest in and to any data, information, or content that Customer provides to AgBlox in connection with the Service ("Customer Data"). Customer grants AgBlox a limited, non-exclusive, royalty-free license to use, process, and store Customer Data solely for the purpose of providing the Service to Customer.
AgBlox's collection, use, and disclosure of personal information is governed by AgBlox's Privacy Policy, which is incorporated herein by reference. By using the Service, Customer agrees to the collection, use, and disclosure of personal information as described in the Privacy Policy.
AgBlox implements reasonable security measures to protect Customer Data against unauthorized access, use, or disclosure. However, no method of transmission over the Internet or method of electronic storage is 100% secure.
AgBlox does not guarantee that the Service will be available at all times or that it will be free from errors, viruses, or other harmful components.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGBLOX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.
Customer agrees to indemnify, defend, and hold harmless AgBlox and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to Customer's use of the Service or violation of this Agreement.
Each party may have access to confidential information of the other party. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party to the other, whether orally, in writing, or in any other form.
Each party agrees to use the other party's Confidential Information solely for the purpose of performing its obligations under this Agreement and to maintain the confidentiality of such information.
If Customer provides AgBlox with any feedback, suggestions, or recommendations regarding the Service, including potential improvements or changes thereto (collectively, "Feedback"), the Feedback shall not be considered Confidential Information of Customer, and AgBlox may use, disclose and exploit the Feedback in any manner it chooses. All Feedback provided by Customer is provided "AS IS" and without warranty or representation of any kind.
Each Party shall comply with all laws, rules, regulations and ordinances applicable to its activities hereunder.
Customer may not assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of AgBlox. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement will bind and inure to the benefit of each Party's successor and permitted assigns. Notwithstanding the foregoing, AgBlox may assign this Agreement to any acquirer of all or substantially all of its assets as they relate to this Agreement.
This Agreement, along with any Meetingmap subscription arrangement chosen by the Customer, contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto.
AgBlox may give any notices issued in connection with this Agreement by email to Customer at the email address given by Customer when creating its account, and such notices shall be effective upon confirmation of transmission to Customer.
AgBlox shall not be liable or responsible to Customer, nor be considered to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement to the extent such failure or delay is caused by or results from any act, circumstance or other cause beyond the reasonable control of AgBlox, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable technology or components, telecommunication breakdown, or power outage.
AgBlox shall have the right to use Customer's name and logo on client lists published on AgBlox's website and in marketing materials. AgBlox may announce the relationship hereunder in a press release provided that AgBlox obtains Customer's prior approval of the wording of the release. Such approval shall not be unreasonably withheld by Customer.
This Agreement is and will be governed by and construed under the Federal Arbitration Act of the United States, applicable United States federal law, and the laws of the State of California, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between Customer and AgBlox or its employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Federal Arbitration Act of the United States and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures").
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
Customer and AgBlox further agree as follows: (i) any claims brought by a party must be brought in such party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (ii) the arbitrator may not consolidate more than one person's claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (iii) in the event that Customer is able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, AgBlox will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) AgBlox also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator will honor claims of privilege and privacy recognized at law; (vi) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law. Notwithstanding the foregoing (1) either Customer or AgBlox may bring an individual action in small claims court to the extent eligible, and (2) either Party may seek emergency equitable relief before the state or federal courts located in California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within California for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate.
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
No waiver by either Party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction.
Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words "include," "includes," or "including" in this Agreement shall not be limiting and "or" shall not be exclusive.
If you have any questions or concerns about the Websites or these Terms of Service, please send a thorough description by email to info@remedient.com