Terms of service

These Terms of Service (the “Terms”) are a binding agreement between AgBase LLC, a Florida limited liability company (“AgBase”, “we”, “us”), and the person or business that uses the Service. Please read them carefully. By ticking the acceptance box, subscribing to a plan, signing in, or otherwise using the Service, you accept these Terms and the Privacy Policy, which is part of them. If you do not accept them, do not use the Service.

If you accept on behalf of a company or other organization, you represent that you have the authority to bind it, and “you” means that organization as well as you personally. Whoever subscribes to a plan opens an Organization and becomes its Owner; the Owner accepts these Terms for the Organization and for every person it later admits. Every Authorized User also accepts these Terms personally, for the account issued to them, the first time they sign in on the web or in the iOS app, and again whenever a new version is published.

“Service” means the AgBase web dashboard at agbaseco.com, the AgBase iOS app, and the related software, databases, documents, reports and support that AgBase provides under these Terms. “Organization” means the operator business opened by a subscription, together with its accounts and data. “Owner” means the person who subscribed and any person the Owner later designates as owner. “Authorized User” means a person the Owner or an admin admits to the Organization in any role: owner, admin, dispatcher, pilot, applicator, driver or customer contact. “Customer Contact” means an Authorized User admitted in the customer-contact role, who sees only the customer portal the Organization shares with them. “Customer Data” means everything the Organization and its Authorized Users enter, upload, record or generate in the Service, including customers, fields and boundaries, work orders, products and mixes, application and completion records, photographs, invoices, GPS tracks, live positions, pilot credentials and device information. “Subscription” means the plan the Organization has bought, including its add-ons, allowances and term. “Order” means the plan, add-ons, price and promotional terms shown at the time of purchase, or a written Enterprise agreement. “Application Record” means a record of a pesticide, fertilizer, seed or other agricultural application created in the Service.

AgBase is operations software for aerial and ground application businesses in the United States: airplane, helicopter, drone and ground-rig applicators and their crews. It plans fields and work orders, dispatches jobs to aircraft and crews, records the flight and the application, produces invoices and reports, and keeps those records for the operator. The iOS app is the field crew’s companion: it runs the day’s route, records the flight path and the application, and keeps working without a connection until it can sync.

The Service is offered only to businesses and individuals located in the United States, and Customer Data is hosted on servers in the United States. We do not offer the Service to persons outside the United States. You must be at least 18 years old and able to enter a binding contract. You must give accurate, current and complete information when you subscribe and keep your Organization’s details current. We may refuse, suspend or close an account opened with false information.

The Service is a tool for operators who hold the licences and certificates their work requires. You represent that your Organization and its personnel hold, and will keep current, every authorization your operations need, including as applicable an FAA Part 137 agricultural aircraft operator certificate, pilot and medical certificates, a Part 107 remote pilot certificate and any Section 44807 exemption or waiver for drone operations, state commercial applicator licences, and the licences required to apply restricted-use products.

The Owner is responsible for the Organization: for who is admitted and in what role, for what each Authorized User does in the Service, for the Organization’s compliance with these Terms, and for the fees. Owners and admins admit, change and remove accounts; dispatchers, pilots, applicators and drivers see and change what their role allows; Customer Contacts see only the customer portal. The Owner is responsible for choosing those roles with care and for telling crews what the Service records about their work, including location.

Anything done through an account admitted to the Organization is done by the Organization. AgBase is not liable for the acts or omissions of an Organization’s Authorized Users, including a record edited, a job dispatched, a field deleted or an invoice sent by one of them, and any dispute between an Organization and its own personnel, customers or growers is between them. A single sign-in may belong to more than one Organization; each Organization is a separate customer and sees only its own data.

Each Authorized User must have their own account, with their own email address and password. Accounts are not to be shared, and a single sign-in is not to be used by more than one person. You are responsible for keeping credentials confidential and for all activity under them, and you must notify us at support@agbaseco.com promptly if you suspect an account has been used without authorization. We may require identity verification before restoring access to an account whose email address or password has been lost, and we may decline to restore access that cannot be verified. We may monitor sign-in patterns and usage to protect the Service and its customers.

Accounts are personal and may not be transferred. When an Authorized User leaves the Organization, the Owner or an admin removes the account; the Organization’s data stays with the Organization. If an individual Owner dies or becomes incapacitated, we will work with a verified representative of the business to transfer the Owner role.

The Service is sold by yearly Subscription. Each plan includes a number of aircraft or drones and a yearly allowance of acres, and may leave out features that a larger plan includes; the plans, their contents and their prices are those shown on the pricing page and at Setup → Billing at the time of your Order. Add-ons extend a plan and are sold only with the plans that support them. Every add-on — additional aircraft or drones, or additional acres — is part of the Subscription and renews with it unless it is set not to renew as described below. Enterprise plans are set up under a separate written agreement, which controls where it differs from these Terms.

Aircraft and drone slots are hard limits: the Service will not admit more than the Subscription allows. The acre allowance is measured over the Subscription year (or the calendar year, where the Order says so); acres from an add-on belong to the Subscription year, and any left unused when that year ends expire. The allowance counts the acres flown in the Subscription year together with the acres already sent out to be flown. The Service declines to release a job, add fields to one or dispatch work that would take that count past the allowance until an add-on or a larger plan is bought, but it never prevents a flight already dispatched from being flown or its record from being written. Work dispatched from a device with no connection is counted when it reaches the Service, even where that takes the count past the allowance. Acres flown beyond the allowance in a Subscription year carry into the next Subscription year and count against its allowance as acres already used, whether the Subscription renews or a new one is ordered after it ends. You agree not to circumvent a slot, allowance or feature limit by technical means, by splitting operations across accounts, or otherwise.

You may add to a plan at any time at Setup → Billing. A larger plan is prorated for the rest of the current year and the difference is charged at once through our payment processor; an added add-on is charged at its full yearly price at once, whatever the date, and then renews with the Subscription. Nothing is reduced during a Subscription year. An add-on may be set not to renew at Setup → Billing: it continues to the end of the paid year and is left off the renewal. To pay less for the plan itself, cancel the Subscription, which runs to the end of the year already paid for as Article 7 provides, and subscribe to the plan you want when it ends. Changes take effect when our payment processor confirms them.

Fees are stated in US dollars and are due in advance for each Subscription year. Payment is processed by Stripe, Inc. Where Stripe acts as the merchant of record for a transaction, your receipt and card statement will identify Stripe or Link rather than AgBase, and Stripe’s own terms govern that payment. You authorize us and our processor to charge your payment method for the Subscription, add-ons, changes, renewals and applicable taxes, and you agree to keep a valid payment method on file.

Subscriptions renew automatically for successive one-year terms at the price then in effect, unless cancelled before the renewal date at Setup → Billing. We will give at least thirty (30) days’ notice before a renewal at a higher price. Promotional terms shown at the time of purchase, such as a deferred start of the first Subscription year, apply as stated in the Order and only to the first term unless the Order says otherwise.

Prices do not include taxes. Sales, use and similar taxes are calculated and added at checkout where the law requires, and you are responsible for any tax, duty or governmental charge arising from your use of the Service other than taxes on our income. If a payment fails, our payment processor will retry it and tell you; if it remains unpaid after the retries, the Subscription ends and the Organization becomes lapsed as described in Article 8.

Fees are non-refundable, except where the law requires a refund or where we agree to one in writing at our discretion. Cancelling a Subscription stops its renewal; the Subscription continues to the end of the paid term and no part of the term is refunded. Billing disputes must be raised in good faith at support@agbaseco.com within thirty (30) days of the invoice date; we will correct an error that is ours with a credit or a refund.

When a Subscription ends and is not renewed, the Organization becomes lapsed. Its Authorized Users can still sign in to the web dashboard to open Reports and download them, and its Owner and admins can reinstate the Subscription at Setup → Billing; the rest of the web dashboard, and the iOS app, are closed until the Subscription is reinstated. Nothing recorded is deleted. A flight already under way when the Subscription ends is not lost: its completion record, GPS track, photographs and use report still land once the device syncs.

A lapsed Organization’s account stays open, and its data is kept while it does. Reinstating the Subscription restores the working functions on the data as it stands. We may close the account of an Organization that has been lapsed for twelve (12) months, with thirty (30) days’ notice to the Owner’s email address; its data is then kept and deleted as Article 9 describes for a closed account, and Application Records within their retention period are kept in any event.

Customer Data belongs to the Organization. You grant AgBase a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display and back up Customer Data, and to let your Authorized Users create, view and change it according to their roles, for the purposes of providing, securing, supporting and improving the Service, generating the records and reports you ask for, complying with law, and as the Privacy Policy describes. The licence lasts as long as we hold the data and ends when the data is deleted, except for copies kept in routine backups until they expire and records we must keep by law.

You are responsible for Customer Data: for having the right to enter it, including information about your customers, growers, landowners and personnel; for its accuracy; and for keeping it lawful. You represent that storing and processing it in the Service does not violate any law or any agreement you have made. We may use data that has been aggregated or de-identified so that neither your Organization nor any person can be identified, for statistics, benchmarking and improvement of the Service, and we will never sell Customer Data or use it for advertising.

We disclose Customer Data to a regulator, court or other third party only when the law requires it, in response to valid legal process, to protect the rights or safety of AgBase, its customers or the public, or when you ask us to. Where the law allows, we will tell you before we do.

Application Records are kept for at least three (3) years from their date, to meet state record-keeping rules, and are not deleted during that period. Other Customer Data is kept while the Organization’s account is open and for a short period afterward, then deleted or anonymized. You may ask us at support@agbaseco.com for an export of your Customer Data in a common machine-readable form at any time while the account is open and for thirty (30) days after it closes, and for deletion of data that no retention requirement covers. We recommend that you keep your own copies of records that matter to you.

The Service helps you make and keep the records that federal and state law require of an applicator, including records under 14 CFR Part 137, under state pesticide laws and rules, and under FIFRA and the labels of the products you apply. It calculates totals from the rates, acres and mixes you enter, draws the fields and tracks you supply, and reads weather from public services. It does not know your field, your aircraft, your product or your sky.

You, the operator, remain solely responsible for every operation and every record: for the accuracy and completeness of what is entered; for verifying every calculated total, acreage, boundary, weather reading and map before relying on it; for compliance with product labels, drift and buffer requirements, sensitive-site registries, notification rules, FAA regulations, state law and your certificates; and for keeping records for as long as the law requires, including at your home base where 14 CFR 137.71 requires it. The Service is a record-keeping and dispatch tool. It is not a compliance guarantee, a legal opinion, an inspector or a substitute for your own judgment, and we do not warrant that a record or report it produces will satisfy any regulator.

With the user’s permission, the iOS app uses the device’s location to show the user’s own position on the route map, to share that position while the app is open (a pilot’s with the Organization’s dispatchers on the Fleet map, a driver’s with their own pilot), and to record the flight path while a job is in progress for the completion record. During a job, recording and position sharing both continue while the app is in the background or the screen is locked, and both stop when the job is completed. A pilot or driver may turn position sharing off in the app at any time and may revoke location access in iOS Settings; a job can still be flown and completed, but it is not tracked and the Route tab’s map is unavailable.

The Organization is responsible for informing its pilots, drivers and other personnel that the Service records this information, for obtaining any consent its own policies or state law require, and for using the information lawfully. Location and track data are Customer Data and are shown only to Authorized Users of the same Organization in roles that the Service allows to see them.

The iOS app is built to run a whole day without a connection: it keeps a local copy of the Organization’s current work on the device and sends its changes when a connection returns. Until a device syncs, the web dashboard and other devices will not show its work; when two devices change the same record, the later change wins, and a change the server refuses is shown on the device for its user to retry or discard. You are responsible for securing the devices your crews use, for keeping a passcode on them, and for signing out of a device before it is handed to another person.

We work to keep the Service available but do not promise that it will be uninterrupted or free of errors. We may suspend access for maintenance, usually with notice, and without notice when a security or operational problem requires it. Results obtained while an outage or interruption was under way should be verified by you, and you bear the risk of loss of work not yet synced from a device.

The Service drafts invoices from your records and lets you download them as PDF documents, export the list as CSV, and deliver them to your customers yourself. It does not calculate, collect, remit or report any tax; it does not process, hold or transmit money; and it is not a payment processor, a bank, an accounting service or a tax preparer. You are solely responsible for the amounts, rates, line items and taxes on every invoice you issue, for complying with the tax and financial laws that apply to your business, and for keeping your own financial records. Mix totals, product quantities, acres, costs and other figures the Service calculates are produced from the figures you enter and are to be checked by you before use.

The Service relies on third parties for parts of what it shows and does. Among them are providers of database, file storage and authentication; web hosting; product analytics and error reporting; the App Store and push notifications; payments; map imagery, tiles and directions; weather; aviation charts and airspace; geocoding; product registrations and labels; field lines; land-survey and place data; and sensitive-site registries where you connect them. Each is provided under its own terms and privacy policy, which apply to your use of it through the Service, and we may add, change or remove providers as we see fit.

We pass these services through as we receive them. We do not control them and make no warranty about their availability, accuracy, completeness or currency: a chart may be out of date, a registry may be incomplete, a weather reading may be wrong, a field line may be in the wrong place. Links and handoffs to other apps and sites, including flight-planning pin-drop links, map directions, and files exported for aerial guidance and dispatch systems, leave the Service; what happens in those apps and systems is governed by their owners and is not our responsibility.

You agree to use the Service only for your Organization’s lawful agricultural operations and in accordance with these Terms. You will not, and will not let anyone else: (a) use the Service to break any law or regulation, or to plan or record an application that violates a label, a certificate or a regulation; (b) access or attempt to access data that is not your Organization’s, or any account, system or network without authorization; (c) probe, scan, test the vulnerability of, overload, flood or disrupt the Service or its providers; (d) upload code or content that is malicious, infringing, defamatory or unlawful; (e) copy, scrape, crawl or harvest the Service or its data by automated means, or enter data by scripts or bots that bypass the Service’s ordinary use; (f) reverse engineer, decompile, disassemble or try to derive the source code of the Service except as the law expressly permits; (g) rent, sell, resell, sublicense, time-share or offer the Service to third parties as a service bureau, or use it to run another business’s operations without our written agreement; (h) remove or alter any notice, mark or security feature; (i) impersonate a person or organization, or misrepresent your affiliation; or (j) circumvent any slot, allowance or feature limit of your Subscription.

We may investigate suspected violations, may remove or disable content that violates these Terms or the rights of others, and may cooperate with law enforcement. We may suspend or close an account that violates this Article, with or without notice as the circumstances require.

The Service, including its software, design, interfaces, documents, templates, reports and marks, is the property of AgBase and its licensors and is protected by copyright, trademark and other laws. Subject to these Terms and payment of the fees, AgBase grants your Organization a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription for its internal business operations, and each Authorized User a licence to use it on the Organization’s behalf. No other right is granted, and all rights not expressly granted are reserved. “AgBase” and the AgBase logo are trademarks ofAgBase LLC and may not be used without our written permission.

If you send us ideas, suggestions or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use it for any purpose without obligation to you, and you agree that it is not confidential. If you believe material in the Service infringes your copyright or other intellectual property, notify us at support@agbaseco.com with a description of the work, where the material appears, your contact details, a statement that the use is not authorized and that your notice is accurate, and your signature; we will respond as the law requires and may close the accounts of repeat infringers.

The AgBase iOS app is licensed, not sold, to you for use on Apple devices you own or control, as the App Store Terms of Service permit. These Terms are between you and AgBase only, not Apple Inc.; Apple has no obligation to furnish maintenance or support for the app and is not responsible for it or its content. If the app fails to conform to a warranty that the law does not let us disclaim, you may notify Apple, which will refund the purchase price of the app, if any; Apple has no other warranty obligation. AgBase, not Apple, is responsible for addressing any claim by you or a third party relating to the app, including product liability claims, claims that the app fails to conform to a legal or regulatory requirement, and consumer-protection claims, and for investigating and resolving any claim that the app infringes a third party’s intellectual property. You represent that you are not located in a country subject to a US government embargo or designated as a terrorist-supporting country and are not on any US government list of prohibited or restricted parties. You must comply with any third-party terms that apply when using the app, such as your wireless data agreement. Apple and its subsidiaries are third-party beneficiaries of this Article and may enforce it against you. Questions about the app go to support@agbaseco.com.

Each of us will protect the other’s confidential information with at least the care it uses for its own, and will use it only to perform under these Terms. Customer Data, and any non-public information about an Organization’s operations, customers, prices and personnel, is the Organization’s confidential information. Non-public information about the Service, its design, security and roadmap, and the commercial details of an Enterprise agreement, is AgBase’s. Information that is public, already known to the recipient, independently developed, or lawfully received from a third party is not confidential, and either of us may disclose confidential information when the law requires it, after giving notice where the law allows.

You may close your Organization’s account at any time by asking us at support@agbaseco.com; the Owner may also cancel the Subscription at Setup → Billing and let it lapse. We may suspend or terminate access to the Service, in whole or in part, if you materially breach these Terms and do not cure the breach within fifteen (15) days of notice; immediately, if the breach cannot be cured or threatens the security of the Service or the rights of others; if fees are not paid as described in Article 7; if the law or a regulator requires it; if we reasonably suspect fraud or unlawful use; or if we discontinue the Service, in which case we will give at least sixty (60) days’ notice and refund the fees for the unused part of the term.

On termination, the licences granted under these Terms end, and access ceases except as Article 8 allows for a lapsed Organization. Customer Data is exported and deleted as Article 9 describes. Articles 7 (for fees owed), 9, 10, 13, 16, 18 and 20 through 26 survive termination, as does any other provision that by its nature should.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT THE LAW ALLOWS, AGBASE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

ALL DATA IN THE SERVICE, WHETHER ENTERED BY YOU OR DRAWN FROM A THIRD PARTY, INCLUDING FIELD BOUNDARIES AND ACREAGES, MAPS AND IMAGERY, AVIATION CHARTS AND AIRSPACE, SENSITIVE-SITE AND REGISTRY WARNINGS, WEATHER, PRODUCT REGISTRATIONS AND LABELS, GPS TRACKS, CALCULATED TOTALS, RECORDS, REPORTS AND INVOICES, IS PROVIDED WITHOUT ANY WARRANTY OF COMPLETENESS, ACCURACY, QUALITY OR CURRENCY AND IS TO BE VERIFIED BY YOU BEFORE YOU RELY ON IT. YOU ALONE ARE RESPONSIBLE FOR THE CONDUCT AND OUTCOME OF EVERY APPLICATION, FOR COMPLIANCE WITH EVERY LAW, LABEL AND CERTIFICATE THAT GOVERNS IT, AND FOR ANY INJURY, DRIFT, CROP OR PROPERTY DAMAGE, OR REGULATORY ACTION THAT RESULTS FROM IT. NO ADVICE OR INFORMATION OBTAINED FROM AGBASE OR THROUGH THE SERVICE CREATES A WARRANTY NOT STATED IN THESE TERMS. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT THE LAW ALLOWS, AGBASE AND ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CROPS, YIELD, GOODWILL, USE OR DATA, THE COST OF SUBSTITUTE SERVICES, OR ANY FINE, PENALTY OR REGULATORY SANCTION, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES LOSSES FROM INACCURATE OR INCOMPLETE DATA, FROM A FLIGHT, APPLICATION OR RECORD MADE IN RELIANCE ON THE SERVICE, FROM UNAUTHORIZED ACCESS TO OR LOSS OF DATA, FROM A THIRD-PARTY SERVICE, AND FROM INTERRUPTION OR DISCONTINUANCE OF THE SERVICE.

IN ALL EVENTS, THE TOTAL LIABILITY OF AGBASE AND THE PARTIES NAMED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOUR ORGANIZATION PAID TO AGBASE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT THE LAW DOES NOT PERMIT TO BE LIMITED, INCLUDING FOR FRAUD OR WILLFUL MISCONDUCT, AND WHERE A STATE DOES NOT ALLOW A LIMITATION, IT APPLIES TO THE GREATEST EXTENT THAT STATE PERMITS.

You will defend, indemnify and hold harmless AgBase and its members, officers, employees, contractors, suppliers and licensors from and against any claim, demand, suit or proceeding brought by a third party, and the resulting losses, damages, fines, costs and reasonable attorneys’ fees, arising out of or relating to: (a) your Organization’s flight and application operations, including drift, crop or property damage, injury, and regulatory enforcement; (b) Customer Data, including a claim that it infringes or misappropriates a right or was collected or used unlawfully; (c) your or your Authorized Users’ breach of these Terms or violation of law; (d) a dispute between your Organization and its customers, growers, landowners, personnel or Customer Contacts; or (e) your use of a third-party service through the Service. We will notify you of the claim, let you control the defence with counsel reasonably acceptable to us, and cooperate at your expense; you will not settle a claim in a way that admits fault or imposes an obligation on us without our written consent.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida and the federal laws of the United States, without regard to conflict-of-law rules. The Federal Arbitration Act governs the interpretation and enforcement of this Article.

Before starting a formal proceeding, the party with a dispute will send the other a written notice describing it and the relief sought, to support@agbaseco.com for AgBase and to the Owner’s email address for an Organization, and the parties will try in good faith to resolve it for thirty (30) days. If they cannot, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, conducted by videoconference or, where an in-person hearing is required, in the State of Florida. The arbitrator may award the same relief a court could award to the individual party, and judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in small-claims court, and either may seek an injunction in court to protect its intellectual property or confidential information or to stop unauthorized access to the Service.

CLAIMS MAY BE BROUGHT ONLY IN A PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If the class waiver is found unenforceable as to a particular claim, that claim, and only that claim, will be heard in the state or federal courts located in Florida, to whose jurisdiction the parties consent, and the rest of this Article remains in force. Any claim arising out of or relating to the Service or these Terms must be brought within one (1) year after it accrues, or it is permanently barred, to the extent the law allows this limitation.

We may revise these Terms from time to time. We will post the revised Terms at agbaseco.com/terms with a new effective date and version, and we will give at least thirty (30) days’ notice of a material change by email to the Owner or by a notice in the Service, except that a change required by law, by a regulator, by a payment or platform provider, or to address a security risk may take effect sooner. A revised version applies from its effective date, and continuing to use the Service after that date accepts it. Where a new version requires acceptance, the Service will ask each Authorized User to accept it before continuing. If you do not accept a revision, your remedy is to stop using the Service and cancel the Subscription before the revision takes effect; fees already paid are not refunded on that account.

These Terms, the Privacy Policy, your Order and any Enterprise agreement are the entire agreement between you and AgBase about the Service and replace every earlier agreement, proposal and representation about it; the Enterprise agreement controls where it conflicts with these Terms, and these Terms control where they conflict with the Order’s non-price terms. If a provision is held unenforceable, it will be enforced to the extent permitted and the rest remains in force. A failure to enforce a provision is not a waiver of it; waivers must be in writing. You may not assign these Terms or your Subscription without our written consent, except to a successor to substantially all of your business that assumes them in writing; we may assign them to an affiliate or a successor. These Terms do not create a partnership, joint venture, agency or employment relationship. Except for Apple under Article 17 and the parties indemnified under Article 22, there are no third-party beneficiaries.

Neither party is liable for a delay or failure caused by events beyond its reasonable control, including natural disaster, severe weather, fire, flood, epidemic, war, terrorism, civil disorder, labor dispute, governmental action, failure of utilities, telecommunications or a third-party service, or an act or omission of a hosting or payment provider; this does not excuse the payment of fees. The Service and its software are subject to US export control and sanctions laws; you will not export, re-export or make them available in violation of those laws or to a prohibited party. The Service is commercial computer software; if acquired by or for the US government, it is licensed only with the rights set out in these Terms. Notices to you are given by email to the Owner’s or user’s account address, by a notice in the Service, or by posting at agbaseco.com/terms, and notices to us go to support@agbaseco.com; notices by email are effective when sent. Acceptance by electronic means, including ticking the acceptance box, has the same effect as a signature. Headings are for convenience only, “including” means “including without limitation”, and the English-language version of these Terms controls.

Questions about these Terms, requests for data export or deletion, security reports, infringement notices and dispute notices go to AgBase LLC at support@agbaseco.com. We answer from that address.