Access and use of Vane’s online “Platform” and any and all Vane websites, apps, technology and content related to or accessed by the Platform (“Content”) are subject to these Terms and Conditions. By accessing or using the Platform or any Content, the User represents that User and its company have read, understand, accept, and agree to be bound by these Terms and Conditions.

Access and Use

(a) Internal business use only. The User (“you”) may access and use the Platform and Content only for your internal business purposes, and only in the manner and for the uses permitted by the provided functionality and stated purposes of the Platform and by these Terms and Conditions. You shall not give others access to the Platform or Content unless Vane (“we”, “us”, “our”) agrees in writing that you may do so.

(b) No agricultural, insurance, or other advice. The Platform and Content merely provide information that may be useful to you as part of your independent business considerations with respect to the collection, reporting, and analysis of various types of farm data, but are not intended to provide and cannot and should not be considered as providing agricultural, insurance, or other advice or opinion. Farm data is changing constantly, measurements and other farm data may not always be fully complete or correct, and cybersecurity and other computing issues may affect data accuracy. You therefore assume sole responsibility for any and all actions you take based upon your use of, and any information provided by or to, the Platform or any Content, and any reliance upon the Platform and/or any such Content is at your sole risk.

Rights and Licenses in the Platform and Content

(a) Vane owns and retains all rights. The Platform, Content, and all technology, software, and data contained therein and related thereto, as well as the trademarks, service marks, logos, and other indicia of origin used in connection with therewith, are protected by copyright, trademark, trade secret, and other intellectual property and legal protections. Vane and/or its licensors solely and exclusively own all such intellectual property and other proprietary rights, title, and interests therein.

(b) No unauthorized use. No licenses are granted for you or any other person to use to our Platform or Content, or our intellectual property or other proprietary rights related thereto, except as specifically described in these Terms and Conditions. We and our licensors reserve all rights in and to the Platform and the Content not expressly granted to you in these Terms and Conditions. You will not copy, edit, reproduce, modify, distribute, transmit, sell, display, perform, make available, license, sublicense, make translations or other derivative works of, or otherwise use, take out of context, or exploit the Platform, Content, or any elements thereof for any purpose except as authorized in these Terms and Conditions or with our express prior written consent. Without limitation, you may not incorporate or replicate any element of the Platform or Content into a different or competing service without our written consent. You will not remove, alter, obscure, or separately use any of the trademarks, service marks, logos, or other indicia of ownership that we use in connection with our Platform and Content. Please contact us if you would like to use the Platform or any Content in other ways, including in your own or any other commercial service offering.

Prohibited Activities

(a) No violations of law. You will not violate any applicable law or regulation or use the Platform or Content for any illegal or unauthorized purpose.

(b) No interference. You will not interfere or permit interference with our Platform, Content, website, app, or other users’ use thereof, for example by uploading or propagating any virus or other destructive material, trying to gain unauthorized access to or use of any service, data, account, or network, or engaging in destructive or nuisance activity.

Data Confidentiality and Use

(a) Protection of farm and personal data. We protect any farm data or personally identifiable data that you may upload to the Platform under the terms of our Vane.ag Privacy and Security Policy, https://vane.ag/privacy-policy/, any applicable data privacy laws, and these Terms and Conditions.

(b) Protection of other confidential data. You shall not use or disclose our confidential information, nor shall we use or disclose your confidential information, whether it is marked as such or should reasonably be treated as confidential by its nature or the circumstances of its disclosure, except as provided in these Terms and Conditions or otherwise agreed in writing. For the avoidance of doubt, the design, structure, algorithms, content, data, and other internal elements of our Platform and Content are the confidential information of Vane. You and we will use reasonable technical and organizational efforts to protect each other’s confidential information.

(c) Data anonymization. We may anonymize and use, disclose, or transfer any data uploaded to or related to your use of the Platform, but will do so only in an aggregated, anonymous form that is not identifiable to you. Without limitation, we may use such anonymized, aggregated data for the purpose of improving our Platform and services.

(d) Legal requirement. You and we acknowledge that disclosures of confidential information may be made if specifically required by law, for example, by court order or subpoena.

Warranties and Limitations

(a) Our warranties. We represent and warrant that we own or have secured all rights necessary for you to use the Platform and any Content as provided under these Terms and Conditions; we will fully comply with all applicable laws, regulations, and other government requirements; and our personnel will comply with our duties hereunder. We will work to keep the Platform and Data reasonably up to date and online, but we may correct these and amend our decisions based thereon at any time without liability. We cannot and do not warrant the continuous availability, comprehensiveness, or accuracy of any particular aspect of the Platform or Data.

(b) Your warranties. You represent and warrant that you will fully comply with all applicable laws, regulations, other government requirements, and your other agreement(s) with us, if any; and that your personnel and others to whom you give access to our Platform and Content will comply with your duties under this Agreement and these Terms and Conditions.

(c) WARRANTY AND LIABILITY LIMITATIONS. EXCEPT AS OTHERWISE SPECIFICALLY AGREED IN WRITING, YOUR AND OUR EXPRESS WARRANTIES IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE. YOU AND WE MAKE NO OTHER WARRANTIES EXPRESS OR IMPLIED, NOR DO ANY OF OUR SUPPLIERS, CONTRACTORS, DISTRIBUTORS, OR PARTIES THAT PROVIDE A REFERRAL OR ARE OTHERWISE SUPPLYING THE PLATFORM OR CONTENT. WITHOUT LIMITATION, YOU AND WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJOYMENT, AND WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. EXCEPT FOR DAMAGES RELATED TO ANY CLAIMS FOR MISUSE OR MISAPPROPRIATION OF VANE’S INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS OR CONFIDENTIAL INFORMATION, IN NO EVENT SHALL YOU OR VANE (OR ANY OF VANE’S SUPPLIERS, CONTRACTORS, DISTRIBUTORS, REFERRERS OR OTHERS INVOLVED IN PROVIDING THE PLATFORM OR CONTENT) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, OR LEGAL OR ACCOUNTING FEES OR COSTS RELATED IN ANY WAY TO THE PLATFORM OR CONTENT, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VANE’S LIABILITY EXCEED THE AMOUNT(S), IF ANY, THAT YOU HAVE PAID US FOR USE OF THE PLATFORM.

Other

We may modify these Terms and Conditions for use of our Platform from time to time by posting the updated Terms and Conditions on our Platform login page. By logging into and accessing or using the Platform or any Content after we have modified the Terms and Conditions, you agree to be bound by the modified Terms and Conditions. You and we agree that the benefits (without limitation your use of the Platform and Content) and the promises herein are more than adequate consideration for this Agreement. Our Agreement with you, these Terms and Conditions, and all matters arising out of or relating therefor, shall be governed by the laws of Minnesota (except for its conflict of laws principles), and the federal and superior courts thereof shall have exclusive jurisdiction to adjudicate any disputes related hereto. Vane may terminate your access to the Platform and Content in the case of breach, termination of your subscription, or other agreed reason(s). The intellectual property, usage limitations, confidentiality, warranty and liability, and other restrictions of these Terms and Conditions shall survive any termination of your access to Vane’s Platform and Content. If you have any questions about our Platform or these Terms and Conditions, please contact us at [email protected].