AgStacked Terms of Use 


Terms of Service, also known as Terms of Use, (the “Terms”) form an integral part of the Agreement governing the subscription and use of the Services provided by AgStacked to the customer defined in the Order Form or using the Services ("Customer" or “you”). 

The Agreement becomes effective when Customer signs a Master Subscription Agreement or other contractual document referencing the Terms, clicks to accept the Terms when ordering online, or accesses or uses the Service, whichever earliest (“Effective Date”). If you are taking any action above and entering into this Agreement on behalf of a Customer or other legal entity including any Affiliates, you represent that you have full legal power and authority to bind Customer or other legal entity, including any Affiliates to this Agreement. If you do not have such authority, or if you do not agree to all the terms and conditions of this Agreement, you, the respective entity or its Affiliates have no right to use the Service.

AgStacked and Customer are each referred to as a “Party” and jointly the “Parties'

1. Definitions

1.1. “Active Use” refers to data stored within the Service under a current Order Form or within six (6) months of expiration of the most recent Order Form

1.2. “Add-On” means integrations, applications, and other add-ons that are used with the Service.

1.3. “Affiliate(s)” means any entity which is controlled by, in control of, or is under common control with a Party to this Contract, where “control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.

1.4. “Aggregate/Pseudonymized Data” means data generated from Customer Data and learnings, logs, and data regarding use of the Service processed by AgStacked in such a manner that any personal data therein can no longer be attributed to a specific person without the use of additional information which is kept carefully separate from the personal data.

1.5. “Authorized Users” means the Customer’s employees and contractors who have or may be assigned access and use the Service, and who are acting for the Customer’s benefit and on its behalf.

1.6. “Confidential Information” means for any such information exchanged under this Contract, that is identified as confidential at the time of disclosure; or that should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed, for example code, inventions, know-how, product plans, inventions, and technical and financial information.

1.7. “Content” means text, images, videos or other content uploaded or integrated with the Service by Customer.

1.8. “Contract” means this Master Subscription Agreement document and its annexes, appendices, schedules and amendments, including any Order Forms and service-specific terms as well as any policies or exhibits linked to or referenced herein.

1.9. “Customer Data” means: (i) Content; (ii) Submitted Data; and (iii) Visitor Data.

1.10. “Customer's Administrators” means the Authorized Users that have been provided with administrator permissions within the Service. Customer’s Administrators have broader user permissions to the Service than regular Authorized Users.

1.11. “Documentation” means the technical documentation created and provided by AgStacked in connection with the Service.

1.12. “Intellectual Property Rights” mean copyrights, software, domain names, trademarks, service marks, designs, and registrations and applications thereof, data, and documentation thereof, trade secrets and know-how (including but not limited to development information, specifications, plans, proposals and technical data). 1.13. “Service(s)” means the specific proprietary SaaS (Software as a Service) product(s) of AgStacked specified in Customer’s Order Form, including any related AgStacked Documentation, and excluding any Third-Party Products. The Service(s) include access to the features and functionalities made available by AgStacked from time to time. 

1.14. “AgStacked Technology” means the Service, any and all related or underlying Intellectual Property Rights, documentation, technology, code, know-how, logos and templates (including any reports or output obtained from the Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing.

1.15. “Order Form” means any AgStacked ordering documentation or online sign-up or subscription flow that references this Contract.

1.16. “Scope of Use” means the usage limits or other scope of use descriptions for the Service included in the applicable Order Form (including descriptions of packages and features) or Documentation, including any numerical limits on Authorized Users.

1.17. “Submitted Data” means data uploaded or otherwise submitted by Customer to the Service, including Third-Party Content.

1.18. “Subscription Term” means the initial term for the subscription to the applicable Service, as specified on the Customer’s Order Form(s), and each subsequent renewal term (if any).

1.19. “Third Party” and “Third-Party” means any party that is not the Customer, AgStacked, an Affiliate of the Customer or AgStacked’s subcontractor.

1.20. “Third-Party Content” means content, data or other materials that the Customer submits to the Service from its third-party data providers, including through Add-Ons used by the Customer.

1.21. “Third-Party Product(s)” means any applications, integrations, software, code, online services, systems, other products, and Add-Ons not developed by AgStacked.

1.22. “Account(s)” mean each individual user account granting access to the Service as assigned or assignable by the Customer’s Administrator via the admin panel within the Service.

1.23. “Party” means either AgStacked BV or the Customer. Together they may be referred to as Parties.

1.24. “Visitor Data” is the data collected from a user when they use the AgStacked service, including IP address, browser information, and/or header information.

Other terms are defined in other Sections of this Master Subscription Agreement or in the relevant policies, or annexes. 

2. Access 

2.1. Access and Customer Administrator Account(s). To access the Service, Customer may need to register with AgStacked for company access. Customer is responsible for designating individuals authorized to access Customer’s Administrators' account(s). Customer’s Administrators' actions are binding on the Customer in relation to AgStacked.

3. Use of the service

3.1. Terms of Use. Authorized Users’ use of the Service is subject to each Authorized User’s acceptance of separate Terms of Use as may be updated by AgStacked from time to time. Customer shall ensure and is liable for its Authorized Users’ use of the Service in compliance with the Terms of Use. 

3.2. Right to use the Services. The Service is provided on a subscription basis. Subject to compliance with the Agreement and the Terms of Use, AgStacked grants Customer and its Authorized Users a limited, non-exclusive, revocable, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services designated in the Order Form. The Services may be used solely for Customer’s internal purposes. For the avoidance of doubt, the Customer will be liable for Authorized Users’ use of the Service and their compliance with the terms and conditions of this Agreement. Customer acknowledges and agrees that it has no right to obtain a copy of the underlying software related to any Services.

3.3. Access Credentials. Accounts are personal and shall not be shared by multiple individuals. Customer shall ensure that all user IDs, passwords, and other access credentials (such as API tokens) for the Service are kept strictly confidential by Customer and its Authorized Users and not shared with any unauthorized persons. Customer shall notify AgStacked promptly of any breach of security or unauthorized access to or use of an Account, which Customer or Customer's Administrators have become aware of. If any Authorized User is no longer entitled to access the Service, Customer shall promptly terminate that individual’s access to the Service. Customer is liable for any and all actions taken using the user IDs, passwords and other access credentials designated to Customer, Customer's Administrators and Authorized Users.

3.4. Prohibited Use. Customer must not, and must not allow Authorized Users or any third party to: (i) rent, lease, copy, transfer, resell, sublicense, time-share, or otherwise provide access to the Service to a third party (except access by Authorized Users); (ii) publicly disseminate information regarding the performance of the Service (which is deemed AgStacked’s Confidential Information); (iii) modify or create a derivative work of the Service or any portion of it; (iv) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Service (including AgStacked’s code), except to the extent expressly permitted by applicable law and then only with advance notice to AgStacked; (v) access the Service for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without AgStacked’s prior written consent; (vii) remove or obscure any proprietary or other notices contained in the Service, including in any reports or output obtained from the Service (viii) upload, transmit, or submit any viruses, malware, or malicious code, or other harmful materials to the Service, or otherwise interfere with the operation of the Service; (ix) use the Service in an unlawful manner or for any unlawful purpose; (x) provide any false or misleading information or any information it does not have the right to provide; or (xi) otherwise violate any of AgStackeds’ published rules, policies, or guidelines.

3.5. Support and other Related Services. Any support services are subject to this Agreement and AgStacked’s applicable support policies. Customer acknowledges that certain Services, such as deployment and onboarding Services that AgStacked may provide to Customer under the Agreement, are dependent on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information given by Customer to AgStacked. Provision of such Services may require access granted to AgStacked and/or its subcontractors by Customer to Customer’s service environment and/or Customer Content.

3.6. Trials or Proof of Concepts (POC). If Customer receives a POC or a trial, or other evaluation subscription to the Service (a “Trial Subscription“), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period granted by AgStacked (the “Trial Period“). Trial Subscriptions are permitted solely for Customers use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period. AgStacked has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AgStacked WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

4. Proprietary rights

4.1. Rights in Customer Content.  Customer retains all rights, title, and interest (including any Intellectual Property Rights) in and to Customer Content (excluding any AgStacked Technology). Customer hereby grants AgStacked and its Affiliates a non-exclusive, worldwide, sub-licensable, royalty-free right and license to host, use, copy, store, transmit, modify, display, and create derivative works of the Customer Content as reasonably necessary to provide and facilitate provision of the Services and any other services requested by Customer. 

4.2. Rights to AgStacked Technology. AgStacked (or its suppliers) retain all rights, title and interest (including all Intellectual Property Rights) in and to all AgStacked Technology and AgStacked reserves all rights to AgStacked Technology not specifically granted in the Agreement. AgStacked Technology includes data comprising operational and performance data related to Authorized Users’ use of and interaction with the Service, including, without limitation, which features are used, how they are used, length of visits and similar data and metadata generated in connection with the use of the Service as well as analysis of such data and derived findings, provided it has been aggregated or otherwise pseudonymized in such a manner that it cannot be attributed to a specific person without the use of additional information which is stored separate from the actual usage data (“Usage Data”). Usage Data may be used to improve the Services during or after the term of the Agreement. Any identifiers connected to Usage Data will be deleted after a reasonable time from the termination of the Agreement. 

4.3. No Transfer of Intellectual Property Rights. Except as expressly set forth in these Terms, the Agreement does not grant either Party any rights, implied or otherwise, to the other's Intellectual Property Rights. 

4.4. Feedback.  If Customer or Authorized Users chooses to provide any suggestions, comments, improvements, information, ideas or other feedback or related material to AgStacked (“Feedback”), Customer acknowledges and agrees that AgStacked has no responsibility to evaluate, use or compensate Customer or its Authorized Users for any Feedback they may choose to submit, and that such Feedback will not be deemed by AgStacked as Confidential Information of Customer. Nothing in this Agreement limits AgStacked’s right to independently use, develop, evaluate, or market or sell products, whether incorporating Feedback or otherwise.

5. Developments and early stage services

5.1. Developments. The Service may develop and evolve over time. AgStacked may, at its option, make updates, bug fixes, modifications or improvements to the Service from time to time. AgStacked may also make such new versions, applications, features, functionalities or Add-Ons to the Service available from time to time, the use of which may be subject to Additional Terms.

5.2. Early Stage Services. AgStacked may provide Customer with access to “Beta”, or other early stage Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. AgStacked may use good faith efforts in its discretion to assist Customer with Beta Releases. Without limiting the other disclaimers and limitations in the Agreement, Customer acknowledges and agrees that Beta Releases may not be complete or fully functional and may contain bugs, errors, omissions, and other problems for which AgStacked will not be responsible. Accordingly, any use of Beta Releases are at Customer’s sole risk. AgStacked makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. AgStacked may terminate Customer’s right to use any Beta Releases at any time for any reason or no reason in AgStacked’s sole discretion, without liability.

6. Personal data

6.1. Obtaining Consents. Customer and Customer Administrators may have the ability to access, monitor, use, disclose or otherwise process personal data of Authorized Users within the Authorized Users’ Accounts. Customer shall be responsible for obtaining and maintaining all required consents or approvals (in each case as required by applicable law) from Authorized Users to allow: (i) Customers and Customer’s Administrators’ access, monitoring, use, disclosure and other processing of such data and (ii) AgStacked to provide the Service and collect and process data pursuant to the terms of this Agreement.

6.2. Data Processing. In the course of providing the Service to Customer, AgStacked may process personal data or personal information (as defined in applicable data protection legislation, including the EU General Data Protection Regulation 2016/679 and the UK Data Protection Act 2018 (collectively and as applicable the “GDPR”), each as may be amended or replaced from time to time) as a data processor or service provider on behalf of Customer. To the extent AgStacked is the recipient of personal data protected by applicable data protection legislation, such processing shall be subject to the Data Processing Addendum (“DPA”) as may be amended from time to time,  and incorporated by this reference into the Agreement.

7. Third-Party Products and rights

7.1. Compliance with Third-Party Terms Customer’s use of Third-Party Products within the Service may be subject to third-party terms. Customer shall obtain and maintain the relevant rights and licenses to use the Third-Party Products, and shall comply with all applicable terms of Third-Party Products, which Customer chooses to use within the Service. Customer shall not take any action that would cause AgStacked or the Service to become subject to any third-party terms (including open source license terms).

7.2. Third-Party Access to Customer Content. If Customer or its Authorized Users chooses to install, enable or use Third-Party Products within the Service, Customer acknowledges and accepts that providers of those Third-Party Products may have access to Customer Content,  and AgStacked will not be responsible for any resulting use, disclosure, modification, or deletion, loss, or or breach of such Customer Content. 

7.3. Access at Own Risk. Customer accesses Third-Party Products and the content thereof solely at its own risk. AgStacked makes no representations or commitments in relation to any such Third-Party Products or for any transactions completed by the Customer with any such third party or for any Third-Party Products integrated, or which interfaces with, or which can be accessed via, the Service. No responsibility can be assumed by AgStacked for hosting any Third-Party Products or for any unavailability of or faults in any Third-Party Products.

7.4. Respecting Third-Party Rights. Customer represents and warrants that Customer’s collection, use, and disclosure of Customer Content or Customer’s use of Third-Party Products in the Services do not violate any third-party rights, including Intellectual Property Rights, privacy and publicity rights of any third parties. If Customer receives any valid takedown requests or infringement notices related to Customer Content or Third-Party Products, it must immediately stop using the related item within the Service and promptly notify AgStacked in writing. If AgStacked receives any valid takedown requests or infringement notices related to Customer Content or Customer’s use of Third-Party Products, AgStacked may respond in accordance with its policies, including immediate removal of the relevant content from the Service.

8. Subscription and renewal

8.1. Subscription Start Date. Subscription Start Date is the date specified in the Order Form, or if not specified, the Effective Date.

8.2. Subscription Term. Unless otherwise agreed in the Order Form, the initial Subscription Term is twelve (12) months from the Subscription Start Date. 

8.3. Renewal of Subscription Term

a. Automatic Renewal. Unless otherwise agreed in the Order Form, after the initial Subscription Term, Customer’s subscription will automatically renew for additional successive twelve-month (12-month) periods until either Party gives the other Party a written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term. If such notice of non-renewal is submitted less than sixty (60) days prior to the end of the Subscription Term, the Subscription Term shall renew as provided in this Section 8.3. and the termination shall become effective only at the expiration of the renewed Subscription Term.

8.4. No cancellation. Customer cannot cancel or terminate an ongoing Subscription Term except as expressly permitted by Section 10.2. (Termination for Cause).

9. Fees and invoicing

9.1. Fees and Currency. Customer will pay AgStacked the fees specified in the applicable Order Form (“Fees”) for the duration of the entire Subscription Term specified in the Order Form, regardless of Customer’s actual use of the Service. Unless otherwise specified in the Order Form, Fees are payable in EUR for Order Forms. All payments are non-cancelable and non-refundable, except where expressly set forth in Section 10.2 (Termination for Cause).

9.2. Standard Billing Interval. Unless otherwise specified in the Order Form, Services are invoiced upfront at the beginning of the Subscription Term for the first 12 month period, and thereafter for each subsequent 12-month period in advance.

9.3. Fee Increases. All Fees are subject to an automatic increase of 5% over the then-current Fees for each renewing Subscription Term without prior notice. AgStacked will provide a notice for any increases in Fees greater than 5%, at least 90 days prior to the applicable renewing Subscription Term.

9.4. Taxes.  All Fees are exclusive of taxes and any other governmental levies. AgStacked shall add any VAT or sales tax, if applicable, to the invoice according to applicable regulations. Customer shall be responsible for all taxes and levies associated with Services or use thereof other than taxes based on Customer’s net income. If Customer is under applicable laws or regulations required to withhold and deduct any taxes from the Fees, Customer shall promptly provide AgStacked with a tax certificate or other such documentation authorized by appropriate tax authority needed to process any refunds AgStacked is entitled to under the applicable laws and regulations. Customer shall compensate all reasonable losses, costs and expenses incurred by AgStacked due to Customer failing to comply with this obligation.

9.5. Invoicing Information. Customer shall, by the date of signing the Order Form, provide AgStacked with accurate and complete invoicing information, including but not limited to full legal name and address of the paying legal entity, and any purchase order numbers, as applicable, and is responsible for keeping invoicing information up-to-date. A failure by Customer to provide complete and accurate invoicing information to AgStacked shall not waive Customer’s obligation to pay the Fees by due date. AgStacked’s preferred invoicing method is electronic invoicing via email (as pdf) or e-invoice, where available. If Customer requests paper invoices sent via mail, AgStacked has the right to charge a reasonable invoicing surcharge.

9.6. Payment Term.  The payment term is 14 days net, or otherwise is agreed in the applicable Order Form. Unpaid amounts are subject to a late payment fee on any outstanding balance of the lesser of 8% per annum (calculated on a pro rata basis) or the maximum amount allowed by applicable law, whichever is lower, plus all expenses of collection.

9.7. Payment Method. All payments shall be made via wire transfer to AgStacked’s bank account specified by AgStacked in the Order Form. All payments shall refer to the invoice reference number. Other payment methods need to be expressly agreed in the Order Form, and may be subject to surcharges.

9.8. Inaccuracies in Invoicing. If Customer believes that AgStacked has billed Customer incorrectly, Customer must contact AgStacked no later than 10 days after the date of the invoice detailing the extent and reasons for inaccuracies in invoicing, or otherwise the invoicing is deemed accepted by Customer. Customer is deemed to have received the invoice no later than the next business day after the invoice was sent to Customer by AgStacked. Customer shall remain responsible to pay all undisputed Fees. 


10. Term and termination

10.1. Agreement Term. This Agreement will enter into force on the Effective Date and, unless terminated early pursuant to Section 10.2 (Termination for Cause), continue until the expiration of Customer’s last Subscription Term (including any renewal Subscription Terms), or if applicable, until the expiration or termination of Customer’s rights to use the Services.  

10.2.  Termination for Cause. The Agreement can be terminated with immediate effect by a Party, if the other Party:

a. is in material breach of the Agreement (including failure to pay any amount when due) and fails to cure that breach within thirty (30) days after receipt of written notice by the counterparty; 

b. ceases its business operations or becomes subject to insolvency proceedings; or

c. is repeatedly in material breach of the Agreement notwithstanding any cure of such breaches.

Upon termination, except in case of AgStacked’s material breach, all fees payable to AgStacked until the end of the Subscription Term, will become immediately due and payable, and Customer’s right to use the Service ceases. In case Customer terminates the Agreement for cause and AgStacked is the defaulting Party, AgStacked will refund a pro-rata portion of any unused subscription fees Customer has pre-paid for the terminated portion of the applicable Subscription Term.

10.3. Suspension. AgStacked may immediately suspend Customer’s and/or any Authorized User’s access to the Service if: (a) Customer or any of its Authorized User breaches Section 3.5 (Prohibited Use) or fails to pay any undisputed amount when due; or (b) AgStacked determines in good faith that such suspension is reasonably necessary to avoid possible harm to its own, Customer’s, or any third party’s property, systems, or information. AgStacked will notify Customer of the suspension and reason thereof as soon as commercially practicable, and restore service as soon as commercially practicable once the underlying issue is resolved. 

10.4. Rights and Obligations upon Termination,  Surviving Sections. Upon termination of the Agreement: (i) the rights granted under the Agreement by one Party to the other will cease immediately; (ii) AgStacked shall provide Customer access to, and the ability to export, Customer Content for thirty (30) days at AgStacked’s then-current rates (iii) AgStacked may delete Customer Content thereafter in accordance with its then-current retention policy and (iv) upon request each Party will use commercially reasonable efforts to promptly return or destroy Confidential Information of the other Party. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, intellectual property rights, indemnity obligations, warranty disclaimers, and limitations of liability.

11. Confidentiality

11.1. Confidentiality Obligation. Each Party (as the Party receiving Confidential Information) agrees not to use or disclose to third parties (except in performance of the Services or as otherwise permitted in this Agreement) the other Party’s Confidential Information. Each Party may share the other Party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors on a legitimate need-to-know basis (which, for AgStacked, includes its subcontractors referenced in Section 16.4.), provided that the Party remains responsible for any recipient’s compliance with the terms of this Section 11. and that such recipients are bound by confidentiality obligations no less protective than those set herein. These confidentiality obligations do not apply to any information that: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the disclosing Party; or (e) is required to be disclosed by law. 

11.2. Exemptions from Confidentiality. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (a) to comply with the order of a court or other governmental body, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made are a reasonable effort to obtain a protective order; or (b) to establish a party’s rights under this Agreement; or (c) in confidence, to legal advisors, consultants, accountants, banks, and financing sources, and their advisors; and (d) the terms and conditions of this Agreement in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.

11.3. Equitable Relief. The Parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section 11, each Party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

12. Indemnification

12.1. Customer agrees to defend and indemnify AgStacked, its Affiliates and their directors, officers, employees, suppliers and agents against any third-party claims and liabilities (including reasonable legal fees) arising from the Customer’s (or its Authorized Users’) use of the Services in violation of the Agreement or applicable law, or alleging that Customer Content (including without limitation Controller Data) infringe or misappropriate any Intellectual Property Rights or other rights of such third party.  

13. Warranties and disclaimers

13.1. AgStacked uses reasonable efforts to maintain the availability of Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AgStacked or by third-party providers, or because of other causes beyond AgStacked’s reasonable control, but AgStacked shall use reasonable efforts to provide advance notice of any major scheduled service disruption. HOWEVER, AgStacked DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT CUSTOMER CONTENT WILL BE PRESERVED WITHOUT LOSS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. AgStacked WILL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO THE SERVICE OR CUSTOMER CONTENT BEYOND ITS REASONABLE CONTROL. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND AgStacked TECHNOLOGY ARE PROVIDED “AS IS” AND AgStacked DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,  FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 


14. Limitation of liability





15. Updates to the terms

15.1. Terms of Service. AgStacked may modify and update the Terms from time to time by posting the modified Terms, or with notice to you. Any non-material modifications will take effect immediately upon posting. If a modification is material, AgStacked will provide Customer with at least 45 days prior notice pursuant to section 16.12. If the effective date of such material modification is during your then-current Subscription Term, and you object to the modification by giving us a notice pursuant to Section 16.12 within thirty (30) days of us providing notice of the modifications, then (as your exclusive remedy) your subscription will continue on the existing terms until the end of your then-current Subscription Term and then expire. 

15.2. Other Updates. AgStacked may from time to time update AgStacked’s policies, including without limitation the Terms of Use, and Documentation to reflect changes in our products, business or law. Such changes will take effect from the date of posting. 

15.3. Additional Terms.  AgStacked may from time to  time launch Additional Services that are subject to Additional Terms. You acknowledge and agree that if such Additional Terms are accepted by  Customer’s Administrator or the Additional Service is accessed or used by any of Customer’s Authorized Users (whichever occurs first), you agree to be bound by such Additional Terms. If there is a conflict between these Terms and such Additional Terms, the Additional Terms shall prevail with respect to your use of that Additional Service.

16. Other terms

16.1. AgStacked does not provide an archiving service. Upon termination, Customer will have the right to export and AgStacked has the right to delete Customer Content as provided in Section 10.4. AgStacked expressly disclaims all other obligations with respect to archiving.  Customer is responsible for making its own regular backups of important Customer Content.

16.2. Assignment.  You may not assign or transfer the Agreement without our prior written consent, except that you may assign the Agreement in their entirety to your successor resulting from a merger, reorganization, acquisition, or sale of all or substantially all of its assets or voting securities, provided that you provide us with prompt written notice and the successor agrees in writing to assume all of your obligations under this Agreement. Any attempt to transfer or assign the Agreement except as expressly authorized above will be void. We may assign our rights and obligations under the Agreement (in whole or in part) without your consent. Subject to the forgoing, the Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.

16.3. Publicity. Unless otherwise specified in the applicable Order Form, AgStacked may make public references with respect to Customer’s use of the Services and use the Customer’s name, logo, and trademarks to identify Customer as a customer of AgStacked and a user of the relevant Service(s) on AgStacked’s website and in AgStacked marketing materials. At AgStacked's request the Customer shall reasonably cooperate with AgStacked in preparing a case study document on how the Services are being used by the Customer and how the Customer benefits from such use.

16.4. Subcontractors. AgStacked may use subcontractors and permit them to exercise the rights granted to AgStacked in order to provide the Service and related services under the Agreement. These subcontractors may include, for example, AgStacked’s hosting provider. However, subject to all terms and conditions of the Agreement, AgStacked will remain responsible for: (i) compliance of its subcontractors with the terms of the Agreement; and (ii) the overall performance of the Services if and as required under the Agreement.

16.5. No Partnership. The Parties to the Agreement are independent actors. The Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship between the Parties. Neither Party has the power to bind the other or incur obligations on the other Party’s behalf without that Party’s prior written consent.

16.6. Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under the Agreement (other than payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

16.7. Export Compliance. The Services and AgStacked Technology may be subject to export laws and regulations. Customer is responsible for obtaining any required export authorizations required for the use of the Service under applicable export controls laws and regulations. The Customer represents that it or its Affiliates are not designated in any U.S. government or EU denied-party list or other sanctions list, and shall not permit Authorized Users to access or use any Service in a US or EU embargoed country or in violation of any U.S. export law or regulation.

16.8. Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or similar matter of value from any employees or agents of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

16.9. No Waiver. Severability. Failure to enforce any provision of this Agreement will not constitute a waiver.  If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

16.10. No Third-Party Rights. Nothing in the Agreement confers on any third party the right to enforce any provision of the Agreement. 

16.11. Entire Agreement. The Agreement represents the Parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the AgStacked Technology or any other subject matter covered by the Agreement. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, have no legal effect and are not binding on AgStacked unless expressly accepted in writing by AgStacked. 

16.12. Notices. Any notice under the Agreement must be given in writing, and in the English language. Each Party consents to receiving electronic notices as the form of legal written communications. Customer shall send notices by email at AgStacked shall send notices to Customer at the email address specified in the Order Form, or in the absence of such email address, to the email address of Customer’s known representative. Neither Party is responsible for any automatic filtering the other Party or its network provider may apply to email notifications. Any notice will be deemed given upon the first business day after sending.

17. Governing law and dispute resolution

17.1. The Agreement is governed by the laws of the Netherlands without regard to any conflict of law provisions. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the The Netherlands Chamber of Commerce KVK. The number of arbitrators shall be one. The seat of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be English. The arbitral proceedings and award shall be confidential.

17.2. Notwithstanding anything to the contrary in this Section 17, AgStacked may file suit in any court having jurisdiction to seek injunctive or other equitable relief to prevent or address an actual or threatened breach of confidentiality obligations and/or its Intellectual Property Rights.

18. Order of precedence

18.1. In the event of any conflict or inconsistency between the terms and conditions, the following order of precedence applies: i) Master Subscription Agreement and Order Forms, ii) DPA, if applicable and solely to the extent Personal Data processing is concerned, (iii) Terms, and iv) other annexes in descending order.