Terms of Use

TERMS OF USE

Last updated: June 29, 2016



Agronomic Technology Terms of Use
Welcome to Agronomic Technology! Thank you for using or considering the use of our services.  We provide technology-enabled agriculture solutions.   We are a Delaware Corporation and have offices in Iowa and New York State.  If you’re a resident of California, you can have this information emailed to you by sending a request letter to support@agronomic.com .

Definitions and Terms
“You” means “you”,  “entity” “user” “your”
“User” means user of our Services
“We” means “us”, “our”, “Agronomic,” “Agronomic Technology Corp.”, “Adapt-N”, AdaptN”,  “Agronomic.com”, “Adapt-N.com,” “AdaptN.com,” “N-Insight,” or “N-Insight.com”.
“Agronomic Technology Corp” includes our software applications, or any other U.S. site or software application that is owned or operated by or on behalf of us or our partners as applicable.
“Agronomic Entities” means us with our software partners, service partners,  licensors, sub-licensors, and reselling partners.
Site” means a website
Agronomic Site” means one of or a collection of our sites, including agronomic.com, adapt-N.com, adaptn.com, or any service or software provided by us that is access through them.
Your Site” means any site(s) and software application(s) that you own or operate and link to the Agronomic Site or application.
“Services” or “Offerings”  refers to our solutions, products and services
“Terms” mean terms of service
“Content” means  our training materials, user-contributed content, published manuals and guidelines, art, reports, data, infographics, news and announcements.
“Agronomic Identifiers” means our trademarks, interfaces, and logos, including “Agronomic,” “Agronomic Technology Corp.”, “Adapt-N”, “AdaptN”,  “Agronomic.com”, “Adapt-N.com,” “AdaptN.com,” “N-Insight,” “N-Insight.com,” or “Precision Selling”.
“Agronomic Data” means information that is not provided by your account.
“License” or “User License” means a limited, non-exclusive, non-assignable, non-sub-licensable, license to use the software, Agronomic IdentIfiers, Data and Content” as expressly provided by this Agreement and other terms provided at the time of sign-up.
“Confidential Information” means (i) our proprietary technology or computer software in all versions and forms of expression, whether or not the same has been patented or the copyright thereto registered, is the subject of a pending patent or registrations application, or forms the basis for a patentable invention; (ii) any manuals, notes, documentation, technical information, drawings, diagrams, specifications, or formulas which are not intended for distribution to or use by User  or know-how related to any of the foregoing; (iii) any information regarding current or proposed products, customers, contracts, business methods, financial data or marketing data which we are not intended for distribution (iv) any other written information that is clearly marked or designated as confidential or proprietary


AGREEMENT DETAILS
This Agreement is for our Services.  It’s a legal contract.  Please read it over carefully, as this Agreement applies if you are in any way accessing, using, or registering for an account or Services, or have done so in the past.  On occasion, we may modify the Terms of Use and other agreements included by reference, as outlined in the Change section below.
All users have to be 18 years of age or older, or a single entity, organization, or company.
BY CHECKING THE BOX, CLICKING THE “ACCEPT AND CONTINUE” BUTTON, REQUESTING A LOGIN, REGISTERING THROUGH A PHYSICALLY OR DIGITALLY SIGNED DOCUMENT, OR CONTINUING TO PARTICIPATE IN OUR PROGRAM AFTER A POSTED CHANGE NOTICE, YOU ARE AGREEING TO THESE “Terms” AND ARE THEREBY A “User” AND HAVE TO ABIDE BY THE TERMS AT ALL TIMES.  SPECIFICALLY, YOU A) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT; B) ACKNOWLEDGE AND AGREE THAT YOU HAVE TAKEN STEPS TO INDEPENDENTLY EVALUATE THE TERMS AND DESIRABILITY OF PARTICIPATING IN OR WITH OUR SERVICE AND ARE NOT RELYING ON ANY OTHER WRITTEN OR VERBAL REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; C) REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS, INCLUDING THAT YOU ARE NOT A MINOR OR NON-QUALIFIED ENTITY; D) YOU MEET THE PROGRAM REQUIREMENTS INCLUDED IN THIS AGREEMENT  AND WILL REMAIN IN COMPLIANCE WITH THEM AND THE OTHER PROGRAM OBLIGATIONS DESCRIBED HEREIN; AND E)  IF THIS IS BEING AGREED TO BY AN ENTITY THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

How we Engage Users
Some of the ways we engage with our users, including in our Services, requires separate terms, and as our Services grow we may also add or modify terms.  Modifications and additional terms become part of your agreement with us and are incorporated by reference into Terms if you use or continue to use those Services.    We reserve the right at our discretion to change, add to, or remove our Terms, and they become binding and effective once posted, though we will attempt to give advanced notification if possible when we deem the changes to be material.
Our privacy policy is available at (http://www.adapt-n.com/terms/privacy).  That is also incorporated by reference into these terms, which provides your consent for our use of your data in providing our service.
If you don’t agree to these Terms, please do not use the Services, and terminate any that you may already be using.

Use of Agronomic Services
You agree not to interfere with, violate or misuse our Services.  You’re not allowed to access the Services except with the instructions, ways or interface we provide. Your involvement with the program includes limited access to our Content.  You will also be granted limited access or exposure to Agronomic Identifiers  as specifically expressed in this Agreement.  Additionally, as part of our Service, we provide Data for general purposes.
You are granted a License  only as expressly provided in this Agreement, but you may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions from applying to you or you have received written permission from us.
When we use or deploy software, we have full rights to update it and change, add, modify, suspend, reprice or terminate services.
You are not allowed to remove, obfuscate, hide, frame, deep link into, or modify our Service, logos, brands, designs, graphics, data compilations or anything of that nature.   Except as expressly provided herein, If you want to use any content, you must  obtain authorized written permission.  You further acknowledge and agree that you are prohibited from sharing, disclosing or using any information obtained from these services as part of a commercial or financial transaction with any third party without prior written consent.
You may not use any meta tags or “hidden text” utilizing Agronomic Identifiers without our express written consent.   You agree not to use any device, software or routine to interfere with the proper working of the Site or that is intended to damage, interfere with, surreptitiously intercept or expropriate any system, or Data. You agree not to take any action that imposes an unreasonable load on our infrastructure, or that may undermine the integrity of our system or the Services.
An Agronomic API or other reader are means by which Agronomic.com may offer feeds of Agronomic content and Data.  These may be used only with those platforms from which a functional link is made available and when accessed these Terms apply.  You may not otherwise display or redirect that information. You may not insert any intermediate page, splash page, or other content when using our Services through one of these means. Except as expressly provided, such as we provide with a white label program, you must provide attribution to us.
Once a field or location is set, it cannot be moved.
Also, you may use our Services only as permitted by laws that apply to you, including but not limited to local laws, which include things like intellectual property rights, internet use, data, privacy, email, applicable export and re-export control laws and regulations.  You agree not to access our Services in any territories where the content is prohibited or illegal.
From time to time we may need to temporarily suspend access to the Account or Service to conduct emergency maintenance, etc.  We will do our best to minimize this.


Your Information and Content
You are responsible for ensuring that the information associated with your account, including field, farm and contact information is at all times complete, up to date and accurate.  When we send notifications to the email address or contact information in your account, it will be deemed received.  If you are taxable in the U.S, including if you’re a U.S. citizen, U.S. resident, or U.S. corporation and are requesting any payment for referrals or otherwise, we may request tax information from you and withhold any payments until it is received.
You are solely responsible for the content of your information, inputs, data, and postings.  We reserve the right to take any action with respect to such information that we deem necessary or appropriate in our sole discretion, including if  we believe such information is inappropriate, false or fraudulent for the Site or the Services, may create liability for Agronomic, or may cause Agronomic to lose (in whole or in part) the services of any partner. You agree that your information will be accurate and will not, to the best of your knowledge: (a) infringe any third party’s proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing privacy), or (c) be libelous, unlawfully threatening, or harassing.   Since we provide services and conduct billing based on farm characteristics, you agree that you will not misrepresent field sizes, field locations, field characteristics, or other input items requested by the Site.  You agree not to share your account with any person not associated with your farm operation who is not also authorized by you to make changes on your behalf.
When we enable you to submit content and data, we take efforts to protect it and its privacy.


Changes
All Terms, conditions, pricing, fee schedule, guidelines, Referral Program Materials, documentation may be changed at any time at our sole discretion, by posting a revised agreement on an Agronomic.com site or by sending out a notification to the current Account email address on file.
If any update or modification is unacceptable to you, your only recourse is to terminate your use and participation.  Continued use and participation constitutes your binding acceptance of any modification, change or policy.  


Ownership
By using our Services, you are not granted any rights of ownership, intellectual property, trademarks, content or anyone else’s information.  This includes content, brands, logos, graphics, audio clips, video clips, software, Data, interfaces, code, and other elements of our Service, all of which is our property and protected by United States and international copyright laws.  This also applies to Third party content that does not belong to us, where additional information can be found in the Content and Communications section and Third Party Partners section herein.
Unless Agronomic expressly authorizes it in writing, you are not allowed to copy, sell, license, distribute, modify, display, transmit, publish, adapt, or create any derivative works from our intellectual property.  You agree only to adhere to authorized use only.


Your Agronomic Account
You will need an Account to use our Services.  An Account might be assigned to you by another user, such as an Enterprise with which you are affiliated, or created on your own.   If you are using an account assigned through another entity, you will not have the same rights as for accounts which  directly signed-up; you should review those terms with the assigning entity.  For instance, they may have access and ownership of any data that you submit or give them access to, and they may be able to terminate your account without your consent.
Please be careful with your data, password and opt-ins to any third party content or applications. You are solely responsible for keeping your password, information and access to the device or computer you’re using safe and confidential, and for liabilities or losses incurred by Agronomic as a result.   If you think any of these things have been compromised, you agree to immediately notify Agronomic, and that Agronomic is able and authorized to act as needed and at it discretion to respond or to remedy this.
You are responsible for satisfying the then-current hardware, software, browser and email account requirements to securely meet the requirements set forth.  You understand that not all devices, including mobile devices, may be able to access all services.
As a User of our Services, we reserve the right to send you communications.  These are meant to enhance your experience and use, and may include alerts, notifications, service announcements, administrative messages, and other information. You will be allowed to opt-out of some of these communication, but others will be required.  To facilitate our operations, we may also monitor, record, and store information and data submitted by or sent to you, or other users of our service within our organization.
We reserve the right to suspend or stop providing our Services to you if you do not abide by our terms or policies, provide inaccurate information or if we are investigating suspected misconduct.  Though it is unlikely except for breaches or suspected breaches of these terms, compliance-related issues, and billing we can cancel your account without notice at any time.  This does not limit our other rights and protections, which survive such termination.   We will attempt to notify you in advance if we are planning a material change in our licenses, terms, or policies.
Accounts that are suspended, including from Users that cease their activity and look to restart services or  fields will be subject to new initiation or re-initiation fees.   Users agree not to attempt to cancel, transfer or restart a field or account to take advantage of promotions meant for first time usage or users, and acknowledge that such actions are subject to the same modification rights outlined in this Agreement.


Relationship between the Parties Nothing in this Agreement, embedded agreements or agreements included by reference creates any partnership, franchise, joint venture, employment relationship, agency, legal entity, or sales representative relationship between you and us or you and our partners and affiliates. You and we are independent contractors. You will have no authority to accept, create, make representations on for anything on our behalf, except as expressly provided in this Agreement.  This includes any assistance you provide to others to do the same, which will be considered as if you yourself took that action.


Billing and Payments
All payments and amounts are presented in USD unless otherwise indicated on an order form or otherwise indicated by Agronomic.  Users acknowledge that billing requires accurate information and appropriate use of services.  Agronomic has the final authority to make adjustments based on interpretation and impacts from inaccurate input information, and reserves the right to retroactively invoice the User for these modifications.   From time to time, we may randomly audit or target audit for accurate information, including but not limited to field sizes and locations in User Accounts.   Unpaid balances may result in suspended accounts, cancelled accounts, collections and other legal actions.    Agronomic has the authority to change pricing, and will notify customers a minimum of fourteen (14) days in advance of those changes if it impacts their current billing costs.
Access to Services are subject to prepayment and recurring billing, and Agronomic reserves the right to suspend or cancel Services and Accounts until payments are received.    Requests for credits, returns, or refunds are subject to Agronomic’s dispute resolution process, in which we reserve the sole and final authority on any determinations.  As a matter of policy, we only issue refunds if we fail to deliver access to the services paid for.  We do not issue refunds for customers who change their mind, purchase but don’t use the service, or are not fully satisfied with the data or information provided.


Privacy and Copyright Protection
Please read our Privacy Policy, which is included by reference, at http://www.adapt-n.com/terms/privacy and explains how we protect your data when our Services are used, understanding that by using our Services you agree we can use your data in accordance with those terms and to operate the Service. Please note that if you opt-into a third party through us, you agree that your contact information and other information you’ve agreed to can be shared with them.


Confidentiality
Users agrees that they will not disclose, disseminate or otherwise make known or available to any person or entity not confidentially bound to them any Confidential Information without prior written permission from Agronomic. Users agree not to use our Confidential Information or any purpose other than the implementation of this Agreement, and then such use shall only be by employees and authorized independent contractors of such party in the course of performing this Agreement.  Users agree to take the same steps to insure that our Confidential Information is not disclosed or distributed by its employees, independent contractors or agents in violation of the provisions of this Agreement that it takes with its own Confidential Information, but in no event less than reasonable steps.


Third Parties
We do not sell, trade, or transfer to outside parties your personally identifiable information. This does not include trusted third parties, including vendors, who assist us in operating our Service, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others’ rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
Agronomic works with a variety of third party companies to operate our business model and to provide additional value to our users.   These include, but are not limited to resellers, service providers, software and data companies, agronomy-related product and solutions companies.   Agronomic does not guarantee the accuracy, quality, nature or merchantability of those interactions, and is only a conduit between the user and those entities.  Those entities may have separate Terms of Use, invoicing, privacy agreements and other approaches that are not managed or binding on Agronomic, and similarly, our agreements may not be binding on those partners.  Users who engage with them should read those separate policies and Offerings carefully.  While Agronomic carefully selects its partners, Agronomic does not control those interaction or items, nor does a link to them imply our endorsement.   If you have a dispute with the partner services, you should contact their services department.   You hereby release Agronomic from all claims of any kind arising out of such dispute.


Referral Program Enrollment
Users are automatically enrolled in our free Referral Program, which provides opportunities to get credits to pay for acres, get additional features, and offset any other fees.  The Referral Program is included by reference and available at (www.agronomic.com/referral).


Disputes
If you have a dispute with another user of the Services, you hereby release Agronomic from all claims of any kind arising out of such dispute. If you are a California resident, you waive California Civil Code, Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Any disputes with Agronomic will be fully resolved at the sole discretion and determination of Agronomic.  Should it be necessary, any dispute relating in any way to the Program, including this Referral Agreement,  will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of New York, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. An arbitrator must follow the terms of this Agreement as a court would.  To initiate an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, “Agronomic Technology Corp., C/O VCorp Services, 25 Robert Pitt Drive, Suite 204, Monsey, NY 10952-3366”, with an email copy to legal@agronomic.com.  The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If the claims are deemed frivolous, we will likely seek reimbursement of our attorneys’ fees and costs from you.  Both parties agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.   Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Agronomic Identifiers, Content, Offerings are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.


Warranties and Disclaimers
While we strive to provide useful, accurate and high quality services for the benefit of our users and partners, we cannot guarantee or make any commitments about the reliability, accuracy, availability, or ability to meet your needs.
As Data or the sources of Data are modified, those changes may change our estimates and the outputs based upon them.  Individual results will vary based upon a variety of inputs, including but not limited to user inputs and other Data.  While we believe this information to be accurate and useful, the accuracy and reliability of it relies upon multiple data sources and assumptions, and cannot be guaranteed.
We may work with or through partners to provide convenience and value-added benefits including, for instance,  streamlined or integrated data use from software partners.  Our information isn’t a substitute for those services or their requirements.  In those forms or others, we might display information, data or other content that isn’t ours.   If we do, we will try to review it and make sure it is relevant, updated, compliant with laws, compliant with our policies and suitable, and will remove or refuse to displace Data or content that is not.   However, it’s the sole responsibility of any entity that makes it available, so that isn’t guaranteed.
THE PROGRAM, THE AGRONOMIC IDENTIFIERS, CONTENT, TECHNOLOGY, SOFTWARE, IMAGES, MATERIALS, REFERRAL PROGRAM CONTENT, OUTPUTS, LINKS, FORMATS, PARTNERSHIPS, AND THOSE OF OUR PARTNERS, INCLUDING ANYTHING PROVIDED OR USED BY OR ON BEHALF OF US OR OUR PARTNERS, AFFILIATES, SUB-LICENSORS, LICENSORS  ARE PROVIDED “AS IS”.
AGRONOMIC ENTITIES DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO OUR OFFERINGS.  EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, AGRONOMIC ENTITIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF BROKERING, DEALING, PERFORMANCE, OR USAGE.
WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE APPROACH, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY OFFERING, AT ANY TIME.   AGRONOMIC ENTITIES DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, SERVE AS ADVICE, OR WILL BE UNINTERRUPTED, ACCURATE, PREDICTIVE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.
AGRONOMIC ENTITIES WILL NOT BE RESPONSIBLE FOR ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES, UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR DATA, SITE, OR INFORMATION, CONTENT AND ASSETS OF ANY SORT.
AGRONOMIC ENTITIES WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH ANY LOSS OF ACTUAL OR PROSPECTIVE PROFITS OR REVENUE, SALES OR ANTICIPATED SALES, CHANGES OR IMPACTS TO YOUR BUSINESS RELATIONSHIPS, GOODWILL, INVESTMENTS, EXPENDITURES, COMMITMENTS, OR OTHER BENEFITS IN RELATION TO YOUR PAST, CURRENT OR FUTURE PLANNED OR EXPECTED RELATIONSHIP WITH  OUR PRODUCTS OR SERVICES.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.


Our Liability is Limited
WHEN PERMITTED BY LAW, AGRONOMIC ENTITIES AND OUR PARTNERS, SUPPLIERS, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.  YOU HOLD HARMLESS AND INDEMNIFY AGRONOMIC AND ITS AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES FROM ANY CLAIM, SUIT OR ACTION ARISING FROM OR RELATED TO THE USE OF THE SERVICES OR VIOLATION OF THESE TERMS, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM CLAIMS, LOSSES, DAMAGES, SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS’ FEES.
THIS LIMITATION INCLUDES ANY LIABILITY FOR LOSS OF CROP YIELD OR PERFORMANCE, OR ANY OUTCOME BASED ON USE OF THE TOOL, INCLUDING LOST REVENUES, DAMAGES, OR OTHER EXPENSES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AGRONOMIC, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE LESSER OF AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN), OR $100 WHATEVER THE CAUSE.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THIS SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUES, OR BE FOREVER BARRED.


Headings The heading references herein are for convenience purposes only.  They do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.


About these Terms
We may modify these terms or any additional terms that apply to Services, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes addressing new functions for a Service or changes made for legal reasons will be effective immediately.  If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.   These terms control the relationship between Agronomic and you. They do not create any third party beneficiary rights.  If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).   If it turns out that a particular term is not enforceable, this will not affect any other terms.
This Agreement shall be interpreted in accordance with the laws of the New York State, United States of America and any legal proceeding arising out of this Agreement will occur in New York, New York. Any dispute will be subject to the final, sole determination of Agronomic.  This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Agronomic and you with respect to the subject matter hereof, and you have not relied upon any promises or representations by Agronomic with respect to the subject matter except as set forth herein. This agreement supersedes any verbal agreement or understanding. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of these Terms of Use, and the Privacy Policy is English.