GENERAL CONDITIONS OF USE
Updated on 2020-01-25
- 1. Acceptance
- 2. User Services
- 3. User License
- 4. User Data
- 5. Sharing Data With Third Parties
- 6. Consent Related To The Collection, Use And Communication Of Data
- 7. Property Of Data
- 8. Reciprocal Confidentiality
- 9. Navigation Analysis
- 10. Username And Password
- 11. Prohibited Uses
- 12. Term And Termination
- 13. Fees Arising From The Use Of The Platform
- 14. Intellectual Property
- 15. Link License
- 16. Market Data
- 17. Limitation Of Liability And Absence Of Warranties
- 18. Indemnification
- 19. Default
- 20. Absence Of Renunciation
- 21. Governing Law And Venue
- 22. Assignment
- 23. Language
The Platform is operated by La Coop fédérée with the collaboration of its “Partners” which are subcontractors for the purposes of providing certain features offered on the Platform including Smart Farm.
When a web user (the “User”), accepts these General Conditions of Use (hereinafter the “GCU”) on behalf of a company or a legal entity having validly created a user account on the Platform it certifies that it possesses the required authority to bind that company or legal person and its subsidiaries and other affiliated companies to these GCU. The word “Parties” collectively refers to La Coop fédérée, the Retailer and the User.
The Retailer shall, at its discretion and to the full exoneration of La Coop fédérée, choose the rate payable by the User, if any, applicable and payable for the User Services, as well as the terms and conditions of payment binding it to the User. Subject to the foregoing, these GCU and all other legal notices posted on the Platform and their amendments constitute the entire existing agreement binding the Parties with respect to the use of the Platform and the content thereof conveyed, and revokes any agreement previously concluded by the User, as the case may be.
2. User Services
The User Services made available to the User through the Platform depend on the package chosen by the Retailer from La Coop fédérée, the latter acting as supplier of the Retailer, which may be updated at any time at the sole discretion of the Retailer, without requiring a notice to the User. La Coop fédérée can under no circumstances be held responsible for package changes and a reduction in User Services offered by the Retailer to Users.
La Coop fédérée reserves the right to access all user accounts to answer technical assistance requests, although the Retailer must act as first responder.
3. User License
We grant the User a non-exclusive, limited, revocable, non-transferable license for the Term only, but without territorial limitation: (i) to access and use the Platform and its features offered in accordance with these GCU and all applicable laws and regulations; and (ii) to upload and download content and Data (all of these rights being referred to as the “User License”), all subject to the terms and conditions hereof.
4. User Data
The use of the User Services involves the downloading and uploading of Data by the User which has created a user account.
For the purposes hereof, the term “Data” means all entries, information or documents uploaded to the Platform by anyone who acts for, or with the User’s account, concerning the User and/or Retailer and may include Confidential Information and/or personal information within the meaning of the applicable privacy legislation, including the Civil Code of Québec and the Act respecting the protection of personal information in the private sector, in order to facilitate the provision of User Services. Without limiting the generality of the foregoing, the Data includes, but is not limited to the following information about the Users: name, registration data for the creation of the client account, contact list, list of representatives and their contact information, civic address, email addresses and telephone numbers, User profiles, information on its parcels (production units with which the customer account is associated, soils, fertility, topography, elevation, watersheds, drainage, geospatial information, etc.), agronomic data (fields and crops, plantations, seed types, yield, diseases, fertilizer applications and insect pest control products applications, feeding recommendations for farmed animals, etc.), farm management data (financial and fiscal data, agro-economic data, recommendations reports and regulatory compliance reports, information on employees, commodity prices, supply chain data, etc.), equipment data (telematics data, equipment condition data, fuel consumption, data generated by the equipment related to livestock breeding), livestock breeding data (genealogy, genetics, yield, reproduction, mortality, animal feeding and health, etc.) and any other data related to the farm operation, and any other technical data, anonymous data and cookies related to the Users and any information generated by the User’s visits on the Platform, the applications used through the producer account on the Platform, the invoices and statements of account as well as all documents emanating from or addressed to the client account such as, as an indication, the Agri-environmental Fertilization Plans (AEFP) and the programs used by the end User, information as to whether the end User has a customer account with another Retailer or cooperative, the agronomic data, and the commercial and/or transactional SMS information.
- understands and agrees that the Data may be hosted outside Quebec and/or Canada;
- is solely responsible for the Data that it agrees to share with anyone through the Platform, which will be stored and tracked in any of the applications offered on the Platform in order to help the User produce and market the products coming from its farm, without us committing any breach or being liable for damages, claims, fines, costs, penalties, liabilities, loss of income and expenses (hereinafter, the “Losses”) that may result from it;
- must make the best effort to ensure that the content and Data it disseminates through the Platform is true, complete and up-to-date, to the best of its knowledge, and agrees to be solely responsible to ensure that information is up-to-date and complete at all times, including updating any information that has become obsolete, to our full exoneration;
- represents and warrants that it has all the rights to use and disseminate the information and content it will upload or will ask a third party to upload on its behalf on the Platform and that it has all rights and the authority necessary to grant us the rights to use the content that it uploads or transmits through the Platform, including but not limited to all Data required for the provision of User Services, all to our full exoneration.
We disclaim all liability arising from any Loss of any kind resulting from the breach of the User to its undertakings above, which the User accepts.
7. Property Of Data
Data that is not anonymous belongs to the User who remains the sole owner at all times. The User has the right to share it, use it, request its download and deletion. The User understands and agrees that deletion and retrieval of Data that has been anonymized and integrated into the global aggregated data for analysis is not possible.
8. Reciprocal Confidentiality
Except as expressly permitted by these GCU and as permitted by law, we may not, like the User which is also bound for and on behalf of its employees, agents and other representatives, when acting as a party receiving Confidential Information (the “Receiving Party”), disclose or otherwise use for purposes other than the purposes provide herein the “Confidential Information” owned by the party communicating the Confidential Information (the “Disclosing Party”), it being understood that the Confidential Information covered by this reciprocal confidentiality obligation includes any information belonging to the Disclosing Party which is declared as such or which by its nature should be reasonably perceived as being confidential and in particular, but not limited to: business-related data (which may include the Data), information related to customers, suppliers, employees, formulas, recipes, processes, raw materials, equipment, business plans, financial information, hardware, software, operating systems, products, services, costs, sources of supply, strategic plans, advertising and marketing plans, sales, profits and prices, as well as information related to the Platform such as source codes, software and hardware, intellectual property, concepts, ideas, improvements, processes, know-how, specifications, samples, patents, copyrights, trademarks, trade names, trade secrets and trademark applications.
10. Username And Password
The User remains at all times the sole responsible for maintaining the confidentiality of its username and password, being understood that we cannot be held liable for any unauthorized use of the user account. In the event that the confidentiality of this information is compromised, it is the responsibility of the User to ensure that the Retailer is contacted by email as soon as possible in order to avoid the fraudulent use of the User’s identity. We do not accept any liability for any Losses arising from the User's non-compliance with the security measures set forth in these GCU.
We strongly recommend the User to consult the LIMITATION OF LIABILITY AND ABSENCE OF WARRANTIES section below to be well informed about the extent of its responsibilities regarding the use of the services available on the Platform.
11. Prohibited Uses
The usurpation of the name, username or password of others allowing access to the Platform by another user or its services, is prohibited.
The User is authorized to use the Platform to promote its products and services, subject to the foregoing. The User must not use the services offered on the Platform to promote any pyramidal system or chain of letters, spamming, hacking or any other illegal act or purposes not provided herewith. In addition, the User may not upload messages to the Platform to invite others to join or become a member of another online sales service or other organizations. Neither can it use the Platform to convey editorial messages (political or otherwise) or to promote any controversial project, in the opinion of a reasonable person. Harassment, in any form, is prohibited on the Platform or in the interactive services, including the use of obscene or abusive language in chat rooms or in e-mails exchanged with technical support or customer service. The User may not upload to the Platform, distribute, share, transmit or otherwise publish documents or messages of a defamatory, racist, discriminatory, violent, obscene, threatening or abusive nature, likely to violate or harm the privacy, integrity or reputation of others or otherwise inadmissible, or which could constitute a violation of a law or encourage the commission of an illegal act. It remains entirely and solely responsible for any such contravention of these GCU.
The User agrees that we reserve the right to remove from our Platform any information the content of which is deemed inappropriate or that contravenes these GCU and exempts us from any Losses that may result from such withdrawal, as the case may be.
Although we reserve the right to delete certain Data or content, all at our own discretion, this right remains facultative and not mandatory. We make no representations regarding the control of the content of the available information, given the volume and speed of Data transmission on the Platform.
12. Term And Termination
These GCU including the User License and any agreement concerning the pricing applicable between the User and the Retailer for the use of the Platform start from the first use by the User of the Platform and will end on the 30th day following the receipt by either Party of a written notice from the other Party stating that it wishes to terminate these GCU and delete the user account (hereinafter, the “Term”).
In addition, these GCU including the User License and the aforementioned applicable pricing agreement will automatically terminate on the earliest of the following dates:
(i) the User's consent revocation in respect of the Data necessary for the provision of the User Services, provided that we send the User a written notice to that effect;
(ii) the termination or suspension, for whatever reason, of the Master Services Agreement for the AgConnexion Platform entered into between La Coop fédérée and the Retailer with respect to the Platform; and/or
(iii) the closure of the user account that occurred as a result of a breach of these GCU in accordance with the DEFAULT section set forth herein.
Each Party agrees that the only termination rights available are those expressly set forth herein and waives any other right of termination that it may otherwise have under the law, including, where applicable, under sections 2125 and 2126 of the Civil Code of Quebec.
The termination of these GCU will have the following effects: (i) all rights conferred to the User herein will be withdrawn, including the User License; (ii) the User must cease all activity authorized by these GCU, including access to the Platform and User Services; (iii) the User must destroy any Protected Content in its possession, emanating from the Platform, and certify in writing, on request, the destruction of any such material with the exception of Data which it owns; (iv) the Data which the User owns may be stored in the system following the end of the agreement without constituting an obligation on our part towards the User, it being understood that in such case we will respect the undertakings provided herein with respect to the Data and they will be accessible until a deletion request is requested; (v) on request, the User may request the deletion of non-anonymized Data and/or request to recover its non-anonymized Data, which may be provided to it within a reasonable time in a generally recognized format; however, for data which is in a format that is not easily exportable, in our reasonable opinion, we undertake to make the best efforts to return such data to the User, without any guarantee as to the feasibility of such operation, it being understood and the User accepts that the anonymized Data and integrated into all of the global data for the analysis purposes may not be deleted or recovered in order to deliver it to the User; and (vi) to the extent provided in the User Services pricing agreement entered into between the User and the Retailer, the User shall make payment to the Retailer of any amount payable and due.
Notwithstanding the termination of this Agreement, the RECIPROCAL CONFIDENTIALITY, INTELLECTUAL PROPERTY, LIMITATION OF LIABILITY AND ABSENCE OF WARRANTIES, INDEMNIFICATION and GOVERNING LAW AND VENUE sections of this agreement will continue to apply at all times.
13. Fees Arising From The Use Of The Platform
In addition to the applicable and payable pricing to the Retailer for certain features, the User understands and agrees that the services of its operator are its responsibility (e.g. Internet service, sending text or data).
14. Intellectual Property
Except for the information, Data and content and documents generated by, or belonging to the User, the form and content of the Platform (in particular, but not limited to, its current and future graphic interfaces, trademarks and logos of which we own and all their versions appearing on the Platform, the navigation tool, the software as well as all documentation related to it and the following domain names: AgConnexion.coop, AgConnexion.com, AgConnexion.ca, AgConnection.ca, AgConnection.coop, Gerermaferme.coop, Gerermaferme.com, Gerermaferme.ca, the websites linked to it as well as all other domain names and websites that we will create and maintain) are protected by copyrights and/or by intellectual property applicable laws and remain our exclusive property or that of our Partners, if applicable (hereinafter, the “Protected Content”), which the User recognizes and accepts.
The User undertakes not to, at any time, whether directly or indirectly, contest or breach the above-mentioned rights related to Protected Content and must refrain from copying, modifying, duplicating or creating derivative work, republish, download, transmit, distribute, all or part of the User Services or information generated or published on the Platform in another media or medium or by any means unless having obtained our prior written consent.
16. Market Data
The market data that may appear on the Platform are the property of Chicago Mercantile Exchange Inc., Minneapolis Grains Exchange, Inc., ICE Data LLP or its licensors, as the case may be, all rights being reserved or licensed by Chicago Mercantile Exchange Inc., Minneapolis Grain Exchange, Inc. and ICE Data LLP.
17. Limitation Of Liability And Absence Of Warranties
General. We can in no way be held liable for Losses of any kind whatsoever, including any damages, whether direct, indirect, special, consequential, predictable or unpredictable arising from the use of the Platform and its contents, and the User is solely responsible, to our full exoneration:
- to ensure that if it discloses Data through the Platform to generate a result or an analysis, such Data is accurate and free of errors;
- to ensure that the results generated by the Platform are appropriate and adapted to its situation and, if necessary, have the results generated by the Platform reviewed by a qualified professional notably in order to ensure that the calculations or results generated by the all the features and applications available through the Platform are sufficiently precise and applicable taking into account all the circumstances attributable to the situation in question;
- to ensure that it understands and interprets the conclusions generated by the Platform’s applications and features before starting any irreversible action resulting from the decision-making support features, such as, for example, the application of any product on the User’s cultivation;
- to ensure that the suggestions and results generated by the Platform comply with the applicable law (the User must promptly notify us in case of doubt).
No warranty. The Platform and its content and all features are provided “as is” and “subject to availability” and the User agrees to use it at its own risk. We make no representations or warranties of any kind, express, legal, implied, arising from the commercial or other uses, with respect to the services offered, features and/or included on the Platform nor with respect to the quality of any product the sale of which has been facilitated by the Platform, if any.
Third Party Generated Content. In addition, some of the content available on the Platform is owned and/or provided by third parties, including Partners, as well as professionals (whether or not they are employed by the Retailer). They remain responsible for acts performed in the exercise of their provision of services and/or their profession. We do not perform any independent verification of any such content, including its veracity, validity, completeness, accuracy and reliability.
No Warranty from the Seller. The Platform is only a vehicle intended to promote communication between the User and the Retailer, more precisely by gathering in a single technological tool the information useful for the User’s farm or business management, for example, placing orders with the Retailer and accessing various reports and analyzes. The User accepts and understands that we do not act, by virtue of the present, as products and/or services seller nor as agronomy advisory services supplier or in any other field of expertise, with the exception of technical support services in relation to the use of the Platform, and that no provision hereof can be interpreted as establishing the basis of any legal or conventional warranty from the seller, or as establishing a sale.
Errors and Inaccuracies. We do not offer any warranty as to the absence of errors, the accuracy, availability, reliability or security of the content conveyed on the Platform or even the links, products, features or services offered through the Platform. Search engines are offered free of charge to the User without any warranty as to the accuracy or availability of the Data and information available on the Platform. Consequently, we are in no way responsible for errors or omissions that may occur in all the content circulated and used through the Platform.
In addition, the User must not deduce or presume from the presence of hyperlinks to websites, of brands, of products or services, or from the availability of these on the Platform to be purchased, that these are related to us in any way, that we endorse them, that we are affiliated or associated with them, that we are responsible for their quality or accuracy, or that we are legally authorized to use them, unless we expressly indicate and subject to applicable laws.
Breakdowns and service interruptions. The Platform may suffer occasional breakdowns and certain programming errors may be caused by updates or by events beyond our control. Consequently, we reserve the right to discontinue the services offered on the Platform at any time, at our sole discretion, without notice and without liability. We do not offer any guarantee as for the continuous maintenance of the Platform, including the features allowing the management of online orders with the Retailer or third parties. We assume no responsibility for any harm or inconvenience that may result from the closure or interruption of the Platform or the unavailability of any content on the Platform. Neither directors nor any member of our organization can be held responsible should a User be unable to navigate on the site for whatever reason that prevents it (misunderstanding, faulty telephone line, incompatible modem, broken cable, wrong configuration, wrong browser, etc.).
Security. We undertake to promptly notify the Users affected by any leakage or any breach of security of their Data which would be brought to our attention and to comply with all regulations and legislation in force concerning the measures to be taken in such case. We cannot guarantee the confidentiality of information transmitted over the Internet and we cannot be held responsible for any damage caused by its disclosure. The User therefore assumes full responsibility. In addition, under no circumstances can we be held responsible for acts of computer hacking or be blamed for any damage or Loss that this may cause to the User. We are not responsible for the possible transmission of computer viruses in any way, including any event or device or any software, code, document, program or file which may affect and/or alter the operations of a computer, software, any hardware, a network and/or telecommunications services, or any other service or device or which may affect the access or reliability of a program or the data availability or integrity or which may rearrange, alter or delete a program or data in whole or in part or in any other way, affect the use and experience of the User, including worms, Trojan horses and all similar things.
Exploring the Platform, downloading documents and images and other elements from the Platform, accessing other sites through hyperlinks provided on the Platform or sending emails to addresses available on the Platform is entirely at the risk of the User.
The User hereby agrees to take up the interest and to hold us completely harmless (including reasonable fees of attorneys), in the event of any Loss incurred in whole or in part, including in the event that a lawsuit is instituted in whole or in part against any of the Retailer and La Coop fédérée, following a breach of these GCU by the User or any user in possession of the User’s password allowing access to the user account and/or because of the disseminated, published or uploaded content by the User on the Platform.
The present GCU are set up to protect all Users as well as to maintain the quality of the services offered through the Platform. Any failure by the User to comply with the GCU established herein may lead, in our sole discretion, to:
i) the suspension of the User’s access to its account; and/or
ii) the suspension of all or part of the User’s access to the content of the Platform; and/or
iii) the deletion of the user account allowing access to the Platform and the termination of the GCU by sending the User a written notice by email in that respect. If the breach is likely to be cured, the above notice will state that the termination will take effect within five (5) business days, if the default has not been cured.
Furthermore, following the deletion of the account, all terms, provisions, representations, rights and obligations contained herein which, by their meaning or context, are presumed to survive the termination or expiry of these GCU will remain in effect following their termination.
The User agrees that we assume no liability arising from any such suspension or termination (including the deletion of the user account without notice). In addition, and notwithstanding the foregoing, we reserve all our rights in such cases, including the right to take all appropriate remedies provided by law.
20. Absence Of Renunciation
Any failure of a Party to require compliance of a provision of these GCU shall not be construed as a waiver of future performance of any other provision hereof. A waiver given to the other Party on any occasion shall not be construed as a waiver of any right on any other occasion, nor a permanent waiver of any future opportunity.
21. Governing Law And Venue
These GCU benefit and bind the Parties hereto and their successors and authorized assigns. We may assign in whole or in part, in our sole discretion, the rights and obligations granted by these GCU without notice to the User. In the event of an assignment, a change of control, a merger or any other transaction that has the effect of assigning the ownership of the Platform or part of its features, we undertake to notify the User in advance in order to give it the opportunity to request the deletion and/or delivery of its Data according to the terms and conditions provided above in the TERM AND TERMINATION section. In addition, we undertake to ensure that the assignee with access to the Data is required to comply with the Data confidentiality and Data security obligations set forth herein. No User may assign or otherwise transfer its rights provided herein, directly or indirectly, without our prior consent.
These GCU benefit and bind the Parties hereto and their successors and authorized assigns. We may assign in whole or in part, in our sole discretion, the rights and obligations granted by these GCU without notice to the User. In the event of an assignment, a change of control, a merger or any other transaction that has the effect of assigning the ownership of the Platform or part of its features, we undertake to notify the User in advance in order to give it the opportunity to request the deletion and/or delivery of its Data according to the terms and conditions provided above in the TERM AND TERMINATION section. In addition, we undertake to ensure that the assignee with access to the Data is required to comply with the Data confidentiality and Data security obligations set forth herein. No User may assign or otherwise transfer its rights provided herein, directly or indirectly, without our prior consent
These GCU have been drawn up in the English language at the request of the Parties. Les CGU ont été rédigées en anglais à la demande des Parties.