Indigo technology terms of use

Indigo Technology Terms of Use

1. Acceptance of Terms. The following terms and conditions (“Conditions”), together with the product specific exhibits and policies and terms referenced herein (collectively the “Terms of Use”) are entered into between Indigo Ag, Inc. and its affiliates and subsidiaries (collectively “Indigo,” “we,” or “us”) and you and govern your access to, and use of Systems and Services (defined below) offered to you by Indigo, and any past, current, or future version of the same, collectively “Indigo Technology”. By accessing, viewing or using any page, part or component of the Indigo Technology, you have indicated your acknowledgement and acceptance of these Terms of Use. Individual Indigo Technology products may be subject to additional product-specific terms as described in the product-specific exhibits that follow. In the event of any conflict between these Conditions and any other Indigo terms applicable to any portion of Indigo Technology, such other terms will control as to that portion of Indigo Technology and only to the extent of the conflict.
   
   By entering into this agreement, you represent and warrant that you are at least 18 years of age or the age of majority where you reside and you are acting for an Approved Business Purpose (as described below). You also represent and warrant that you have the authority to enter into this agreement and agree to be bound by these Terms of Use, on your own behalf or on behalf of a company or other legal entity if you are accessing Indigo Technology for the business purpose of that company or legal entity. In this agreement you and Indigo are referred to individually as a “Party” and collectively as the “Parties.”
   
   
2. Systems and Services. “Systems” are any of the past, existing and future electronic systems, websites, applications, APIs, SMS platforms and other platforms through which Indigo make the Services available to you, including but not limited to iOS and Android OS applications. “Services” are any of the past, existing and future services offered to you by Indigo and any content including, without limitation, software, agronomic insights, sustainability insights, data, reports, graphics, SMS-based preliminary indications, indication acceptances, binding contract offers and acceptances, market data, price information, connectivity, contract confirmation, and messaging. By participating in or using the Indigo Technology, you i) consent to receive emails, phone notifications, and text messages sent through an automatic telephone dialing system, ii) acknowledge your own message and data rates may apply.
   
   
3. Permitted Uses. Subject to your compliance with these Terms of Use, Indigo grants to you a personal, nonexclusive, non-transferable, revocable, non-sublicensable limited license to access and use the Indigo Technology solely for the internal business purpose of: participating in the agricultural supply chain through producing, or being involved with the production of, an agricultural commodity, purchasing of selling crop inputs, or participating in sustainability and environmental impact initiatives or programs (each an “Approved Business Purpose”). Approved Business Purpose specifically excludes accessing or using the Indigo Technology to develop, evaluate, validate or enhance any competitive product or service, including without limitation via or in conjunction with any Prohibited Use as described in Section 4 herein. The limited rights granted to you comprise a limited license and do not constitute the sale of any software program or any other intellectual property. Rights not expressly granted in this Agreement are reserved by Indigo.
   
   
4. Prohibited Uses. You further agree that you will not: (a) knowingly submit false, misleading, or deceptive information for any purpose; (b) use the Indigo Technology for fraudulent or malicious purposes; (c) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense or otherwise exploit the Indigo Technology in any unauthorized manner; (d) copy, reproduce, adapt, localize, translate, emulate, create any derivative works of, port or otherwise modify the Indigo Technology or any part thereof in any form or manner or by any means; (e) use an automated process to scan, index, copy, download, or otherwise programmatically access or recreate Indigo Technology; (f) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of Indigo Technology (except as, and only to the extent that, the foregoing restriction is prohibited by applicable law or third-party license); (g) remove any trademark or proprietary markings from Indigo Technology; (h) avoid or attempt to interfere with any functionality that controls access to or otherwise protects the Indigo Technology; or (i) permit or solicit, directly or indirectly, any third party to engage in any of the foregoing.
   
   
5. Your Log-in Information. Any use of your access credentials will be considered your use and will be your sole responsibility. You agree that you are bound by, and Indigo may rely on, any action taken by any individual that is logged in using correct credentials on your account. If you believe your access credentials have been lost or otherwise compromised, you must contact Indigo immediately. You agree to indemnify Indigo for any and all harm caused by your use of Indigo Technology in violation of these Terms of Use or violation of any law. You must: (i) use a secure and non-obvious password for access; (ii) treat the user name, password and any other piece of information you receive as part of our security procedures as confidential and not share them with any other person; (iii) periodically change your password; (iv) log out after each session; (v) promptly install the most recent security patches and updates for your web browser and devices; and (vi) only use the Indigo Technology for its intended purposes. You are solely responsible for ensuring the security of your account passwords.
   
   
6. User Transactions. Some Indigo Technology products may allow for commercial transactions to be consummated, processed, or facilitated, in whole or in part, between you and another party. In such cases, Indigo has no control over the conduct of the users of Indigo Technology and disclaims all liability in this regard to the maximum extent permitted by law.
   
   
7. Privacy. You acknowledge and agree that all information we collect, including all information you provide to register or otherwise, including but not limited to the use of any interactive features, is handled in accordance with, governed by, and explained in further detail in our Privacy Policy located at https://www.indigoag.com/privacy-policy. You also may have certain rights in relation to the information we collect under applicable law as set out in our Privacy Policy.
   
   
8. Violations. We may prevent your use of, and access to, the Indigo Technology or may prevent any phone number you use from communicating via SMS or any other means, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
   
   
9. Updates. Indigo may in its sole discretion make unscheduled deployments of changes, updates or enhancements to the Indigo Technology at any time, add or remove functionality or features, and may discontinue any or all of the Indigo Technology altogether, with no obligation or liability to you whatsoever, based in reliance or otherwise, but Indigo is under no obligation to update the Indigo Technology.
   
   
10. Data Sources. Indigo Technology includes information obtained from sources we believe to be reliable, but may include inaccurate, flawed or erroneous data, predictions or recommendations and Indigo expressly disclaims liability for any such errors or mistakes.
    
    
11. Other Sites and Resources. If the Indigo Technology contains links to other sites and resources provided by third parties, these links are provided for your convenience only including any links contained in advertisements, banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Indigo Technology, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
    
    
12. User Data. As between you and Indigo, you are the owner of the data, information, text, content and other materials that you submit via Indigo Technology (“User Data”). User Data together with Feedback (defined below) are collectively referred to as “Data”. You agree to grant, and do hereby grant, to Indigo a nonexclusive, unrestricted, worldwide, perpetual, irrevocable, transferrable, sub-licensable, fully paid-up, royalty-free license to access, copy, modify, analyze, create derivative works from, and/or use Data for all purposes, including, without limitation, to (i) clean and process Data by removing perceived errors and omissions, (ii) store Data on servers owned or leased by Indigo, and (iii) share Data with others as authorized or necessary to provide Indigo Technology to you and perform the activities contemplated under these Terms of Use. You acknowledge that Data may be used for research and development purposes, including, without limitation, increasing data accuracy and development of soil carbon sequestration and other environmental impact outcomes. Data will be anonymized and/or aggregated with data from other sources to create aggregated datasets (“Aggregated Data”). Aggregated Data is owned by Indigo and does not contain your Personal Information (defined below). As used herein, “Personal Information” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. You agree calculated field boundaries and point data (e.g., soil sample locations) are not your Personal Information.
    
13. Feedback. You agree that Indigo may use suggestions, comments and other feedback you provide to us (“Feedback”) for any purpose including incorporation into or development of our products and services (“Improvements”), and that such Improvements are solely owned by Indigo. You agree to assign, and do hereby assign, to Indigo any right, title and interest you may have to any Feedback. You agree not to claim any rights in Feedback or related Improvements, including intellectual property rights, moral rights, rights of accounting, compensation or attribution. You will not be entitled to any royalties or other payments or benefits of any kind relating to Indigo’s use of Data.
    
    
14. Data Permissions; Indemnification. You are responsible for ensuring (a) you have sufficient rights and permissions in Data you share with Indigo to allow for our use of Data according to these Terms of Use and (b) that Data are correct, not misleading, current, and complete. You agree to indemnify Indigo for any and all damages resulting from (i) claims Data infringes a third party’s intellectual property or privacy rights or (ii) claims you have inadequate rights and permissions in Data to allow for our use of those Data according to these Terms of Use.
    
    
15. Proprietary Rights. The Indigo Technology, including its entire contents, data, features, and functionality (including but not limited to “look and feel” and all information, software, text, displays, logos, images, video, and audio, and the design, selection, and arrangement thereof), and any modifications, improvements, enhancements, or updates thereof, are owned by Indigo, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as expressly provided by the terms of this Agreement, nothing in this Agreement shall be considered to grant you any right or interest, implied or otherwise, to Indigo Technology or any other Indigo intellectual property. Any intellectual property rights in and to analytics and data generated by Indigo, including those that may use, include, feature or be derived from Data, will be owned exclusively by Indigo, including (without limitation) aggregated or anonymized data sets, reports, or any other derivative works or work product arising from Indigo’s research and development, quantification, verification or audit activities or data measurement, reporting and verification activities.
    

16. Limitations. Indigo makes no representations or warranties that Indigo Technology is suitable for your particular use or region. Indigo Technology may not be available in all areas or to all parties. Some Indigo products and services may be subject to additional eligibility requirements and/or subject to additional terms and conditions.
    
    
17. Disclosures. The materials Indigo provides using Indigo Technology are provided for informational purposes only and are not otherwise intended as an offer to sell, or the solicitation of an offer to purchase, any commodity future, swap, security or other financial instrument. Indigo Technology contains preliminary information that is subject to change. All projections, forecasts and estimates of returns and other “forward-looking” statements are based on assumptions, which are unlikely to be consistent with, and may differ materially from, actual events or conditions. Such forward-looking information only illustrates hypothetical results under certain assumptions. Actual results will vary, and the variations may be material. Indigo does not warrant that use of Indigo Technology will improve productivity or profitability. As between Indigo and you, you bear the entire risk of your decisions, including without limitation investment decisions and risk of market loss. In no event shall Indigo be liable for any use by any party of, for any decision made or action taken or not taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained in Indigo Technology and such information may not be relied upon by you in evaluating the merits of participating in any transaction. You cannot effect commodity trades (or any other trades of any financial instrument), through your relationship with Indigo. Commodity trades can only be made through an account at a registered broker/dealer or futures commission merchant, and Indigo is not and does not represent to be a registered broker dealer of futures commission merchant, nor will Indigo introduce you to any such party. Indigo is not a swap exchange facility (SEF). Nothing in Indigo Technology should be construed as a recommendation to engage in any transaction, or any sort of investment recommendation, or as legal, tax, investment or accounting advice.
    
    
18. Disclaimer of Warranties. NEITHER INDIGO NOR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORS (each a “RELATED PARTY”) MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE INDIGO TECHNOLOGY AND EACH HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO THE MERCHANTABILITY, QUALITY OF THE INDIGO TECHNOLOGY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE INDIGO TECHNOLOGY. THE INDIGO TECHNOLOGY IS PROVIDED ON AN “AS IS” BASIS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INTERRUPTIONS OR ERRORS IN THE INDIGO TECHNOLOGY; AND (II) THE INDIGO TECHNOLOGY MAY, FROM TIME TO TIME, BE TEMPORARILY UNAVAILABLE.
    
    
19. Exclusion of Incidental, Consequential, and Certain Other Remedies. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES SHALL INDIGO OR ANY RELATED PARTIES BE LIABLE HEREUNDER TO YOU OR TO OTHERS DIRECTLY OR INDIRECTLY MAKING USE OF THE INDIGO TECHNOLOGY, FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING UNDER THESE TERMS OF USE, EVEN IF INDIGO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND EVEN IF DUE TO INDIGO’S ERROR, OMISSION, OR NEGLIGENCE.
    
    
20. Limitation of Liability and Remedies. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, IN NO CIRCUMSTANCES SHALL INDIGO OR ANY RELATED PARTIES BE LIABLE FOR ANY (A) DELAY, INACCURACIES, ERRORS, OMISSIONS OR INTERRUPTION OF ANY KIND IN RELATION TO THE INDIGO TECHNOLOGY OR FOR ANY RESULTING LOSS OR DAMAGE; OR (B) LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF THE INDIGO TECHNOLOGY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INDIGO OR ANY RELATED PARTIES HEREUNDER EXCEED THE LESSER OF: (A) THE FEES PAID TO INDIGO BY LICENSEE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY US DOLLARS ($50), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION SHALL SURVIVE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.
    
    
21. Third Party Access Rights; Unauthorized Access. Access to and use of the Indigo Technology is restricted to authorized users only. If you grant others (including any of your directors, officers, employees, consultants, advisors, agents or other representatives) access to your account or to take any action on your behalf through your account, you are solely responsible for the validity of such individuals' access to your Account, including the provision of valid and accurate e-mail addresses and log-in credentials and the applicable permissions for such individuals, and for all actions taken by such individuals through your account.  Unauthorized individuals attempting to access the Indigo Technology may be subject to prosecution.
    
    
22. Notice. Notice to you may be made via email, fax, or certified or registered mail, return receipt requested, to your most current address on record. Indigo may also provide notices of changes to these Terms of Use or other matters by providing a click through screen on the Systems. At all times, you are responsible for providing Indigo with a valid e-mail address to which notices may be sent. Any notice sent to the e-mail address on file with Indigo will be deemed to be notice properly given to you. You may give notice to Indigo by email at legal@indigoag.com, or certified or registered mail, return receipt requested, to 500 Rutherford Ave., Suite 201, Charlestown, MA 02129, to the attention of the General Counsel.
    
    
23. Modification of Terms. Indigo may change these Terms of Use at any time by either (i) posting the revised terms on the Indigo Technology; (ii) sending you an email notification to the email address that you provided to Indigo as part of your account registration, or a notification via SMS or other messaging services, or (iii) presenting the revised Terms of Use to you when you log into the Website or the Indigo Technology. The updated Terms of Use will become effective the earlier of (a) when you accept them online, (b) ten (10) days after Indigo posts or emails the update, in which case your continued use of the Indigo Technology in any capacity or failure to cancel your account will indicate your acceptance of the amended Terms of Use. These Terms of Use shall supersede any and all other terms of use relating to Indigo Technology previously agreed to as between you and Indigo.
    
    
24. Opt-Out. You may opt out of receiving text messages from Indigo’s short code by sending the keyword STOP, STOPALL, UNSUBSCRIBE, CANCEL or END to Indigo’s short code.
    
    
25. Compliance. You represent that you are not engaged in, and agree not to engage in, any unlawful transaction or business, and agree not to use or knowingly permit anyone to use Indigo Technology, for (a) any purpose or in any manner not authorized by these Terms of Use or (b) for any unlawful purpose or in any manner not in compliance with applicable laws, rules, or regulations of any federal, state, or local governmental entity of the United States or any foreign country, including all United States export laws.
    
    
26. Customer Support. To contact Indigo Customer Support, email info@indigoag.com
    
    
27. Copyright Compliance. Indigo is committed to our policy of not permitting content on our platforms that violates the rights of third parties. However, you or others may make data available in the Indigo Technology without direction or control by Indigo, and Indigo is under no obligation to scan or monitor such data for compliance with third-party rights. If you believe that the Indigo Technology contains infringing content, please contact us immediately at the address below and provide the following information:

1. 1. Identification of the copyrighted work you believe has been infringed,
   2. Identification of the material you believe to be infringing or to be the subject of infringing activity, including information sufficient for us to locate the specific work, for example a webpage URL and a description of the particular element alleged to be infringing (e.g., a description of the image, text, or data),
   3. Your contact information including your address, telephone number, and email address, and, if you are submitting the complaint on behalf of a company, the company information and your job title,
   4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law,
   5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are, or are authorized to act on behalf of, the owner of the exclusive right that is allegedly infringed, and
   6. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
   
   Copyright Agent
   c/o Indigo Ag, Inc.
   500 Rutherford Ave.
   Charlestown, MA 02129
   copyrightagent@indigoag.com
2.  
3. 28. General Terms. The Terms of Use are the complete and exclusive statement of the agreement between the Parties and supersedes all prior agreements, oral or written, and all other communications between the Parties concerning the subject matter of this Terms of Use. The failure of either Party to exercise any right or remedy under this Terms of Use or at law shall not prevent any further exercise of that right or remedy. You may not assign these Terms of Use without the prior written consent of Indigo. If any part, term or provision of these Terms of Use is held illegal, invalid or unenforceable, the validity or enforceability of the remainder of these Terms of Use shall not be affected. These Terms of Use and your use of the Indigo Technology shall be governed by the internal laws of the Commonwealth of Massachusetts, and the federal laws of the United States, without regard to conflicts of laws principles. The language of these Terms of Use is English and all obligations under and communications relating to these Terms of Use shall be conducted in English. The Parties acknowledge that a material breach relating to certain provisions of these Terms of Use may, by its gravity or nature, cause immediate or irreparable injury to the other Party that cannot be adequately compensated for in damages. Accordingly, notwithstanding anything to the contrary in these Terms of Use, in the event of any such material breach and in addition to all other remedies available herein, the non-breaching Party may seek solely injunctive relief (including a temporary restraining order, preliminary injunction or permanent injunction) from any court of competent jurisdiction, without posting a bond or other security. You agree that regardless of any statute or law to the contrary, any claim or cause of action you allege arising out of or related to use of the Indigo Technology or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. With respect to any unauthorized use or user there are no time limitations with respect to any action brought by Indigo other than the applicable statute of limitations.
4.  
5. Product Specific Terms
   
   Analysis Ready Sentinel-1 Backscatter Imagery
   The use of these data fall under the terms and conditions of the Indigo Atlas Sentinel License (https://www.indigoag.com/forms/atlas-sentinel-license). Contains modified Copernicus Sentinel data.