​PRIVACY TERMS AND CONDITIONS

GROWERS INSIGHT (GI) PLATFORM TERMS & CONDITIONS​: IMPORTANT – PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS GROWERS INSIGHT PLATFORM AGREEMENT (“AGREEMENT”) FOR USE OF THE GROWERS INSIGHT PLATFORM AND DATA PROCESSING.  THIS AGREEMENT ALSO CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 12 BELOW WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST GROWERS INSIGHT TO BINDING AND FINAL ARBITRATION.  BY CLICKING ON THE “I AGREE” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE ENTITY OR PERSON IN RESPECT OF WHOM THE GROWERS INSIGHT PLATFORM AND DATA PROCESSING WAS REQUESTED TO GROWERS INSIGHT (SUCH ENTITY OR PERSON, “CUSTOMER”), AND TO BIND CUSTOMER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (3) YOU AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) WITH GROWERS INSIGHT, LLC. (“GROWERS INSIGHT”).  IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD CLICK ON THE “CANCEL” BUTTON TO DISCONTINUE THE REGISTRATION PROCESS.  IF YOU ARE A COMPETITOR OF GROWERS INSIGHT YOU MAY NOT ACCESS OR USE THE GROWERS INSIGHT PLATFORM AND ACCOMPANYING GROWERS INSIGHT SOFTWARE WITHOUT GROWERS INSIGHT’S PRIOR WRITTEN CONSENT.


TERMS & CONDITIONS

  1. Definitions  

    1.  “Affiliate” means, with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements).

    2. “GI Platform” means the online platform provided by GI comprised of the Server Software for access and data submission through the Software.  

    3. “GI Software” means the Client Software, the Server Software and other data collection methods and tools.

    4. “GI Website” means GI’s website located at www.greatvalleyoak.com or any other website or link designated by GI 

    5. “Authorized Users” means employees or contractors of Customer who are authorized to use the GI Software and data reports solely for Customer’s internal business purposes, and otherwise in compliance with this Agreement.

    6. “Blind Data” means any and all aggregated non-personally identifiable data or information resulting from Customer’s or its Authorized Users’ use of the GI Software,  GI Platform, or any other services provided by GI.

    7. “Client Software” means the GI proprietary client software programs, in executable code form, and any and all modified, updated, or enhanced versions of such programs that GI may make available to Customer or its Authorized Users under this Agreement.  

    8. “Customer Data” means any and all data or information (including personally identifiable information) of Customer or its Authorized Users, provided to GI or uploaded to the GI Software by Customer or its Authorized Users, or collected by GI or a third party on behalf of Customer, in connection with the GI Platform or any services provided hereunder.  

    9. “Documentation” means the operating instructions, user manuals, product specifications, “read-me” files, and other documentation that GI makes available to Customer or its Authorized Users in hard copy or electronic form for the GI Software, and any modified, updated, or enhanced versions of such documentation. 

    10. “Feedback” means any and all suggestions and feedback provided to AgTech by Customer or Authorized Users regarding the functioning, features, and other characteristics of the GI Platform, GI Software, Documentation, or other materials or services provided or made available by GI hereunder.  

    11. “Intellectual Property Rights” means patents and patent applications, inventions (whether or not patentable), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, mask-work rights, moral rights, author’s rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all derivatives, renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.  

    12. “Professional Services” has the meaning given to such term in Section 3.2.

    13.  “Purchase Order” means a written purchase order from Customer for the purchase of a Subscription or other services provided by AgTech hereunder.

    14. “Server Software” means the proprietary GI server software programs that are made available by GI on a remote online basis and any and all modified, updated, or enhanced versions of such programs that GI may make available (on a remote basis) to Customer under this Agreement.

    15. “Subscription” means a subscription purchased by Customer to access and use the GI Platform. 

    16. “Subscription Fee” means the subscription fee set forth on the Purchase Order or other agreement or proposal and payable by Customer to GI for the Subscription.

    17. “Support” has the meaning given to such term in Section 3.3.

  2. License Grant; Restrictions

2.1    License Grant.  Subject to the terms and conditions of this Agreement (including payment of applicable fees), GI hereby grants to Customer a non-exclusive, non-transferable, limited license, solely during the term of this Agreement, to (a) install and execute, and permit Authorized Users to install and execute, solely in executable code form, the Client Software specified in a Purchase Order or other agreement solely for Customer’s own internal business purposes and in accordance with the Documentation; and (b) access and use, and permit Authorized Users to access and use, the Server Software specified in a Purchase Order or other agreement, over the Internet through the interface provided by the Client Software, in each case, solely for Customer’s own business purposes and in accordance with the Documentation; and (c) reproduce and use a reasonable number of copies of the applicable Documentation in support of the exercise of the licenses granted in clause (a) and (b). 
2.2    Restrictions.  Customer acknowledges that the GI Software and Documentation embodies, contains, and constitutes valuable trade secrets of GI.  Customer agrees that it will not, and it will not permit any Authorized User or third party to: (a) modify, adapt, translate or create derivative works based on the GI Software or Documentation; or (b) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the GI Software; or (c) distribute, license, sublicense, assign, transfer or otherwise make available to any third party any GI Software or Documentation, except to the extent expressly permitted in Section 2.1; or (d) access or use the GI Platform other than as expressly set forth in this Agreement.  GI reserves all rights and licenses not expressly granted to Customer in Section 2.1 and no implied license is granted by GI. Customer agrees not to remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of GI or its suppliers on or within the GI Platform, GI Software or Documentation. Customer acknowledges and agrees that any non-compliance by any Authorized User with any of the requirements above will be deemed a breach by Customer of this Agreement.

  1. Services  

    1. GVO Platform.  Subject to the terms and conditions of this Agreement (including the payment of applicable fees), GI will provide Customer and Authorized Users, during the term of this Agreement, access to the GI Platform if necessary based on the AgTech Software licensed by Customer.    

    2. Professional Services.  Subject to the terms and conditions of this Agreement (including the payment of applicable fees), GI will provide Customer integration and other professional services with respect to the AgTech Platform specified in a Purchase Order or other agreement (collectively, the “Professional Services” which, for the avoidance of doubt, excludes strategy and Support).  The scope, timeline and tasks of the parties with respect to the Professional Services shall be as specified in the Purchase Order or other agreement.  Unless the fees for Professional Services specified in any Purchase Order or other agreement are set forth in that Purchase Order or other agreement, the fees payable to GI for Professional Services shall be based on GI then-current rates for such Professional Services.  

    3. Support Services.  Subject to the terms and conditions of this Agreement (including the payment of applicable fees), GI will provide Customer technical support for the then-current release [and the immediately prior release] of the GI Software licenses purchased by Customer in accordance with GI then-current terms and conditions for such support (“Support”).  GI will make available to Customer updates and upgrades for such GI Software on such terms as GI generally makes available such updates and upgrades to its other customers.

    4. Subscriptions. The Subscription shall commence as of the date Customer purchases a Subscription and continue for a period one (1) year, and thereafter shall automatically renew for successive terms of one (1) year, unless Customer provides GI written notice of non-renewal upon at least thirty (30) days’ prior to the expiration of Customer’s then-current Subscription.  Subscriptions shall be renewed at AgTech’s then-current Subscription Fees for Customer’s then-existing Subscription.

  2. Customer Obligations

    1. Customer Data.  Customer understands and agrees that Customer will be solely responsible for Customer’s, and its Authorized Users’, use of Customer’s account associated with the GI Platform.  Customer acknowledges and agrees that Customer is solely responsible for the security of Customer Data. GI will use reasonable measures to protect the personally identifiable information of Customer and its Authorized Users submitted or provided to GI in connection with the GI Platform.  Customer grants to GVO, an indefinite, non-exclusive, royalty-free, fully-paid, worldwide license, under all of Customer’s intellectual property and proprietary rights, to any and all Customer Data reasonably necessary for GI to provide Customer the GI Platform and other services hereunder.  Customer represents and warrants that it has all the rights necessary to grant the licenses granted herein to GI in and to such Customer Data. 

    2. Indemnification.  Customer will defend at its own expense any claim or action against GI or its officers, directors, employees or contractors (each an “GI Indemnified Party”) brought by a third party, and will indemnify and hold harmless each GI Indemnified Party from and against all costs (including reasonable attorneys’ fees) and damages incurred by such GI Indemnified Party in any such claim or action, to the extent that the action is based on: (a) Customer Data; (b) Authorized User claims, or [(c) any infringement or misappropriation claim based upon: (i) the use of a superseded release of the GI Software, if the claim would have been avoided by the use of the current release, (ii) based upon any modification of the GI Software by any person other than GI, or (iii) based upon the use, operation, or combination of the GI Software with software programs, data, equipment, materials or business processes not provided by GI].  The foregoing obligations are conditioned on GI notifying Customer promptly in writing of such action, giving Customer sole control of the defense thereof and any related settlement negotiations, and at Customer’s reasonable request and expense, cooperating and assisting in such defense. Under no circumstances shall Customer enter into any settlement that involves an admission of liability, negligence or other culpability of GI or any GI Indemnified Party or requires GI or any GI Indemnified Party to contribute to the settlement without GI's prior written consent.  

  3. Ownership  GVO and its suppliers retain all right, title and interest in and to all Intellectual Property Rights in the GI Software, Documentation, and all other materials provided or made available to Customer in connection with the services provided by GI, and any and all modifications, updates, and enhancements to the foregoing items.  In addition, Customer hereby licenses Feedback and Blind Data to GI on a worldwide, perpetual, irrevocable, non-exclusive, freely-transferable, fully paid, and royalty-free basis, for GI to use and exploit in any manner and for any purpose. Subject to the licenses granted to Blind Data and Feedback granted to GI, Customer shall retain all right, title and interest, including all Intellectual Property Rights, in and to Customer Data.  

  4. Fees and Payment

    1. Fees.  Customer shall pay to GI the fees specified in the Purchase Order or other agreement, in accordance with the terms specified therein.  GI may increase the amount of fees and rates payable by Customer upon written notice to Customer, provided that any such increase shall not be more than once in any twelve (12) month period during the term of this Agreement. The fees are exclusive of all applicable sales, use, value-added and other taxes, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on GI income), and any related penalties and interest, arising from the payment of the fees, the delivery of the AgTech Software, or performance of any services by GI.  

    2. Records.  At all times during the term of this Agreement, and for at least three (3) years after the termination of this Agreement, Customer will maintain at its principal place of business complete and accurate records with respect to Customer’s activities pursuant to this Agreement, including a complete list of all copies of the GI Software and Documentation made or used by or on behalf of Customer, a complete list of the Authorized Users, and all other information needed for verification of amounts to be paid to GI under this Agreement and Customer’s compliance with this Agreement.

    3. Audit Rights. GI will have the right, during normal business hours and upon at least ten (10) business days’ prior notice, to inspect, or have an independent audit firm selected by GI inspect, Customer’s records relating to its administration of the GI Software under this Agreement in order to verify that Customer has paid GI the correct amounts owed under this Agreement and otherwise complied with the terms of this Agreement.  The audit will be conducted at GI expense, unless the audit reveals that Customer has underpaid the amounts owed to GI by more than five percent (5%) or failed in some other material respect to comply with the terms of this Agreement, in which case Customer will reimburse GI for all reasonable costs and expenses incurred by GVO in connection with such audit. Customer will promptly pay GI for any amounts shown by such audit to be due and owing to GI.  Such audits will be conducted no more than once in any period of twelve (12) consecutive months. This right will survive termination of this Agreement for three (3) years.

  5. Term and Termination

    1. Term.  This Agreement will remain in effect until the termination of this Agreement in accordance with Section 7.2 or 7.3 or the expiration of Customer’s then-current Subscription. 

    2. Termination for Cause.  Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after delivery of written notice to the breaching party describing such breach in reasonable detail.  The foregoing rights of termination are in addition to any other rights and remedies provided in this Agreement or under applicable law.  

    3. Termination for Insolvency.  This Agreement may be terminated by either party effective immediately upon written notice to the other party, if the other party takes any corporate action to dissolve, liquidate or wind-up its business, makes a general assignment for the benefit of its creditors, or proceedings or any case are commenced in any court of competent jurisdiction by or against such party seeking: (a) such party’s reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its debts, (b) the appointment of a receiver or trustee for or over such party’s property, or (c) similar relief in respect of such party under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debt, and such proceedings or case will continue undismissed, or an order with respect to the foregoing will be entered and continue unstayed, for a period of more than thirty (30) days.

    4. Effects of Termination.  Upon expiration or termination of this Agreement or any specific Subscription for any reason, Customer shall cease (and require all Authorized Users to cease) using, and destroy, any and all information or materials supplied by GI, including any related GI Software and Documentation provided by GVO, and all copies thereof in Customer’s possession or control.  Upon expiration or termination of this Agreement for any reason, all fees due AgTech under all Purchase Orders, proposals or other agreements, shall be immediately due and payable, provided that if Customer terminates this Agreement pursuant to Section 7.2, GVO will refund to Customer any Subscription Fees paid in advance by Customer for any unused portion of the term of the Agreement for which such payment was made.  If Customer terminates the Agreement or any specific Subscription for any reason other than in accordance with Sections 7.2 or 7.3, the Subscription Fees for the entire term of this Agreement shall be immediately due and payable. The following Sections will survive expiration or termination of this Agreement: 1, 2.2, 4.2, 5, 6 (to the extent provided therein), 7.4, 8, 9, 10, 11, 12, and 13.

  6.  Confidentiality. “Confidential Information” means, with respect to (a) GI: (i) the GISoftware, Documentation, and Feedback, and (ii) any and all proprietary and non-public and all information and/or materials provided or disclosed by GI to Customer under this Agreement, trade secrets, (iii) algorithms, concepts, drawings, formulae, ideas, inventions, know-how, models, processes, software programs (whether in object or source form), techniques, works of authorship, and proprietary and confidential information, related to the current, future, and proposed products, services and technology of the disclosing party, such as, but not limited to, information concerning research, experimental work, development, design details and specifications, technology, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans  (b) with Respect to Customer: (i) Customer Data (excluding Blind Data) and (ii) all materials and information disclosed under this Agreement that are marked “confidential” by Customer or that AgTech knows or should have known, under the circumstances, are considered confidential by Customer. Each party receiving (the “Receiving Party”) Confidential Information of the other party (the “Disclosing Party”) will: (c) not disclose to any third party or cause to be disclosed any Confidential Information unless authorized in writing by the Disclosing Party; (d) refrain from using the Disclosing Party’s Confidential Information except to the extent authorized under the Agreement; and (e) preserve and protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care the Receiving Party uses to protect its own Confidential Information, but in no event less than reasonable care. Confidential Information does not include information that is: (f) publicly available through no fault of the Receiving Party; (g) otherwise known by the Receiving Party through no wrongful conduct of the Receiving Party and without confidentiality restrictions; (h) disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (i) independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.  The Receiving Party may disclose the Disclosing Party’s Confidential Information without violating this Section to the extent that such disclosure is (j) necessary for the Receiving Party to enforce its rights under this Agreement or (k) required by law or court order; provided, however, that the Receiving Party shall first give the Disclosing Party prompt notice of such order so that the Disclosing Party may take appropriate actions to protect its rights, including seeking a protective order or other appropriate remedy. Neither GI nor Customer will disclose any terms of this Agreement to anyone unless such persons are under a duty of confidentiality with protections at least as restrictive as herein. Notwithstanding the above, GI may refer generally to the existence of this Agreement and use the Customer’s name in press releases, on web sites, and other promotional material, but will not reveal any specific terms of this Agreement or any non-public and proprietary information designated “confidential” in writing by Customer.  

 

  1. Disclaimer; Limitations of Liability; Exclusions.  

    1. Disclaimer.  GI MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THIS AGREEMENT OR THE GI PLATFORM, GI SOFTWARE, ANY SERVICES PROVIDED BY GI, THE DOCUMENTATION OR ANY OTHER MATERIALS PROVIDED BY GVO, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  GI DOES NOT WARRANT THAT THE GI SOFTWARE, GI PLATFORM, DOCUMENTS, ANY SERVICES PROVIDED BY GI, THE DOCUMENTATION OR ANY OTHER MATERIALS PROVIDED BY GI WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ANY RESULTS OR RECOMMENDATIONS RESULTING FROM THE USE OF THE GI SOFTWARE, GI PLATFORM, ANY SERVICES PROVIDED BY GI, THE DOCUMENTATION OR ANY OTHER MATERIALS PROVIDED BY GI WILL BE CORRECT, ACCURATE, OR RELIABLE.  CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ANY OF GI's SUPPLIERS OR AFFILIATES. 

    2. Limitation of Liability.  IN NO EVENT SHALL GI BE LIABLE, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF OR DAMAGE TO DATA, COST OF COVER, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE, PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR LOSS OR IMPAIRMENT OF OTHER ASSETS, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR GI'S PERFORMANCE HEREUNDER OR ANY RESULTS OR RECOMMENDATIONS RESULTING FROM THE USE OF THE GVO SOFTWARE, GI PLATFORM, DOCUMENTATION OR OTHER MATERIALS OR SERVICES PROVIDED BY GI OR THE USE, MISUSE, OR THE INABILITY TO USE, IN WHOLE OR IN PART, THE GVO SOFTWARE, GI PLATFORM, DOCUMENTATION OR OTHER MATERIALS OR SERVICES PROVIDED BY GI, OR WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT GI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL GI'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT AND THE GI SOFTWARE, GI PLATFORM, DOCUMENTATION AND OTHER MATERIALS AND SERVICES PROVIDED BY GI, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EXCEED THE TOTAL FEE ACTUALLY PAID TO GI BY CUSTOMER UNDER THE PURCHASE ORDER OR OTHER AGREEMENT CORRESPONDING TO THE GI SOFTWARE IN RESPECT OF WHICH THE LIABILITY AROSE AND LIMITED TO THE AMOUNT OF SUCH FEE CORRESPONDING TO THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE. CUSTOMER AGREES THAT GI’S SUPPLIERS AND AFFILIATES WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH IN THIS AGREEMENT.

    3. Exclusions.  Notwithstanding anything in this Agreement to the contrary, GI will have no responsibility or liability of any kind under this Agreement, arising or resulting from: (a) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by GI; (b) nonconformities resulting from Customer’s, its Authorized Users’, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the GI Software, GI Platform, or other services provided hereunder by GI;  (c) modification, amendment, revision, or change to the GI Software or documentation by any person other than GI; or (d) any other factor outside of GI'S reasonable control.

  2. Application of Limitations and Disclaimers to Consumers.  Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 9.1 and 9.2 above may not apply to Customer if Customer is a consumer. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer.  The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to consumer Customers only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where such Customer is located. 

  3. Basis of Bargain.  The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between AgTech and Customer.  GI would not be able to provide the GI Platform, documentation or services on an economic basis without such limitations.  The warranty disclaimer and limitation of liability inure to the benefit of GI's suppliers.

  4. Dispute Resolution.  This Agreement shall be governed by the laws of the state of California, United States, without giving effect to any conflicts of laws principles.  Any and all disputes or claims arising from or related to this Agreement shall be resolved exclusively through final, binding and confidential arbitration.  The location of arbitration shall be Fresno, California, USA, and the arbitration shall be conducted under the rules of the American Arbitration Association, as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.  Notwithstanding anything in this Agreement to the contrary, GI may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, to prevent immediate harm arising from the threatened or actual violation of GI’s rights regarding GI’s Confidential Information or intellectual property rights and Customer consents to the personal jurisdiction and exclusive venue in such courts. 

  5. Miscellaneous.  Neither the rights nor the obligations arising under this Agreement are assignable by Customer, and any such attempted assignment or transfer shall be void and without effect.  Any waiver, amendment or modification of any provision of this Agreement must be in writing and executed by both parties. The failure of either party to exercise any right provided for by this Agreement shall not be deemed a waiver of that right.  Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such party’s obligations have been duly authorized and that this Agreement is a valid and legal agreement binding on the party and enforceable according to its terms.  If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from this Agreement and shall not affect the legality, enforceability or validity of the remainder of this Agreement. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in this Agreement and its performance shall be construed as creating a joint venture or agency between GI and Customer.  GI may delegate the performance of any services hereunder to its affiliates and contractors. This Agreement constitutes the entire agreement between the parties regarding this subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to Customer may be provided by email. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” Any delay in performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party. 

  6. Changes to this Agreement.   GI reserves the right to change the terms and conditions of this Agreement in its sole discretion from time to time. All such changes will be effective when posted on the GI Website or emailed to Customer at the e-mail designated in Customer’s account. Customer agrees to review the GI Website periodically for changes. GI reserves the right to change or discontinue the GI Platform, GI Software, or services in whole or in part, including without limitation, the Internet based services, pricing, technical support options, and other product-related policies. Customer’s continued use of the GI Platform and/or GI Software, documentation and/or services after such changes are made to the Agreement and are made available on the GI Website or emailed to Customer will indicate Customer’s acceptance to the changes.

  7. Questions or Additional Information.  If Customer has questions regarding this Agreement, please send an e-mail to aaronm@growersinsight.com