Traction User Agreement
- Ag Data “Ag Data” is defined in Traction’s Ag Data Use Agreement. You grant to Traction a nonexclusive, royalty-free, right to use, store, transmit, and display your Ag Data as necessary solely to perform the Services. Traction’s rights to access your Ag Data are strictly limited by Traction’s Ag Data Use Agreement. You are responsible for the Ag Data you transfer, share, upload, download while using the Services. You may not intentionally upload viruses, spyware, or other malicious software to the Application. You assume full responsibility for any damage caused to Traction or other users of the Application if you or someone using your account violates this provision.
- Payment Terms You agree to pay the annual fee established when you created your account (“Fee”) on the terms provided by Traction. The Fee is subject to change on an annual basis. Upon termination or expiration of your account, you will have an opportunity to retrieve your Ag Data for the time periods explained in the Ag Data Use Agreement. Payment of the Fee may be subject to additional terms provided by Traction or required by a third-party payment processor. Traction may suspend or terminate your access to the Application for failure to pay the Fee when due.
- Availability of Services Traction will use commercially reasonable efforts to make the Services available 24 hours per day, 7 days per week. Traction may schedule maintenance and down time when the Services are unavailable, but will provide you with notice at least 24 hours prior to such events. During this time, the Services may be unavailable. Down-time may also occur due to emergencies or causes beyond the control of or that were not reasonably foreseeable by Traction including, without limitation, interruption or failure of telecommunications carriers or digital transmission links, network attacks, network congestion, DDOS or other attacks, intrusion, or other failures as well as Acts of God (“Force Majeure Events”). Traction is not liable to you for any damage or injury caused due to scheduled maintenance or Force Majeure Events. Traction is not liable for delay or disruption of the Services caused by Internet Service Providers (“ISPs”).
- Authorized Users Traction has established three levels of users for the Application. (1) As the person or company that accepts this Agreement, you are the “Administrative Manager” and the primary account holder. The Administrative Manager may create sub-accounts for employees, each considered a Manager or an Operator. (2) “Managers” shall have access to functionality in the Application based upon the permission levels set by their Administrative Manager. (3) “Operators” shall have more limited use of the Application based upon permission levels set by their Manager. The Administrative Manager, Managers, and Operators are all considered “Authorized Users.” All Authorized Users for your company must create an account, log-in, and password with Traction, and be identifiable by first and last name, and an e-mail address. Traction reserves the right to exclude any person from using the Application who is not identified as an Authorized User. You, as the Administrative Manager, are responsible for the conduct of all Authorized Users who access and use the Application, as well as unauthorized users that obtain access to your account due to any Authorized User’s failure to safeguard their user id or password.
- Your Use Obligations
- 6.1. Protect Intellectual Property of Others. You agree that your Ag Data and other information used in connection with the Application shall not contain any data, information, trademarks, or trade secrets that violates any applicable law or infringes or misappropriates any intellectual property of any third party. You agree that the Application, Website and Services shall not be used in connection with any illegal activity.
- 6.2. Access and Security. You are responsible for maintaining the confidentiality of your password and account information for all Authorized Users. The Administrative Manager is responsible for the actions of all Managers and Operators using their account. You will use reasonable security measures to prevent unauthorized users from accessing the Services. You shall defend and indemnify Traction from any Losses (as defined below) due to (i) the acts or omissions of Authorized Users accessing and using the Services and (ii) the acts of unauthorized users accessing the Application with your or any Authorized Users’ account logins.
- Prevent Malware. You shall not intentionally upload or transmit any Malware (as defined below) to Traction. “Malware” means any of the following: computer instructions or code that can alter, destroy, shut down, lock out, lock up, encrypt, inhibit or interfere the operation of or access to computer software, databases, data, network, servers, or any related computer environment, including but not limited to other programs’ data storage and computer libraries; programs that self-replicate without manual intervention; instructions programmed to activate at a predetermined time upon a specified event; programs that permit unauthorized access to computer software or hardware or databases; programs that purport to do a meaningful function but are designed for a different and harmful function; and programs that perform no useful function but utilize substantial computer, telecommunications, memory, or other resources, including viruses, Trojan horses, botnets, spiders, time bombs, protect codes, data destruction keys, trap doors, kill switches, DDOS (distributed denial of service) code, and similar code or devices.
- Trademarks and Intellectual Property This Agreement does not grant you any right, title, or interest in the name “Traction,” “Traction Ag,” or the logo associated with the Application. The Application and other technology provided by Traction may be protected by copyright, trademark, patent, and other state and federal laws of the United States. “Traction,” “Traction Ag,” and associated logos are trademarks owned by Traction. This Agreement does not grant you any rights to any other trademarks, service marks, trade names, logos, domain names, or brand features associated with Traction, including those marks used by the Traction belonging to others, such as Integrations (the “Proprietary TMs”) or any trademark, service mark, trade name, logo, domain name or brand feature that is identical or confusingly similar to the Proprietary TMs, or that constitutes a translation thereof into any other language. You agree to pay Traction any attorneys’ fees incurred by Traction in enforcing this provision.
- Term and Termination
- 8.1. Term. The Term of this Agreement is one year and begins upon the date you accepted this Agreement (“Term”).
- 8.2. Trial Term. For some of the basic Services, Traction may allow Authorized Users to access the Application for up to thirty (30) days as a free trial period (“Trial Term”). A Trial Term may not be available for all Services. Except for the payment obligation for the Fee, all parts of this Agreement shall be in effect during the Trial Term. When the Trial Term ends you can decide whether to (a) continue using the Application, in which case the Fee will apply, or (b) cease use of the Application and have no further obligation to Traction (except for any provisions that survive termination).
- 8.3. Renewal Term. This Agreement shall automatically renew for subsequent one-year terms (each, a “Renewal Term”). Together, the Trial Term, Term and Renewal Term are referred to as the “Term” in this Agreement. An increased Fee may apply to any Renewal Term. You should notify Traction at firstname.lastname@example.org if you do not want to renew the Term. If that instance, you may continue to use the Application until the end of the existing, paid-for Term.
- 8.4. Termination. Traction may suspend or terminate your account at any time for violation of this Agreement. Traction may also suspend or terminate your account if you are using the Application in any way that would cause Traction legal liability or disrupt others’ use of the Application. All indemnity and liability provisions in this Agreement survive termination. Suspension or early termination by Traction will not entitle you to any refund of the Fee.
- Indemnification You agree to defend and indemnify Traction, together with its agents, officers, owners, members, attorneys, and employees, from any and all claims, judgments, damages, fines, losses or liabilities (collectively, “Losses”), to the extent that such Losses are caused in whole or part by (i) your breach of this Agreement; (ii) an Operator’s breach of any term of this Agreement; (iii) your negligent act or omission; or (iv) your willful misconduct. You are liable under this indemnity provision for anyone who uses the Application with your account, whether an Authorized User or someone who accesses your account without your authorization. This section shall survive after expiration or termination of this Agreement.
- No Warranty THE APPLICATION AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The total liability of Traction for any and all claims arising out of your use of the Application and Services will not exceed the amounts actually paid by you to Traction during the most recent Term.
- Modifications Traction may revise this Agreement from time to time. Such changes shall be effective at the beginning of the Renewal Term. Traction will notify you of any modifications to this Agreement when you log into the Application. By continuing to use the Application after revisions become effective, you agree to be bound by the revised Agreement.
- Lawful Use Your use of the Application shall be lawful at all times. You must be at least 18 years of age or older to use the Services. Any user of your account must be authorized by you. Nothing in this Agreement shall prevent Traction from complying with any subpoena or court order compelling Traction to disclose your Ag Data.
- BINDING ARBITRATION CLAUSE Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Indiana before one arbitrator. The arbitration shall be administered by JAMS (jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
- Other Legal Terms This Agreement is governed by Indiana law. Any suit naming Traction (including any affiliated company or brand, owners, employees, attorneys, or agents) as a party involving this Agreement must be filed in state courts or federal district court located in Indiana, and you consent to venue and jurisdiction there. This Agreement creates no third-party beneficiary rights. Traction’s failure to enforce any provision in this Agreement is not a waiver of the right to do so at a later date. If any provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect. You may not assign your Traction account or any of your rights in this Agreement with Traction’s consent. Traction may assign its rights without your consent. This Agreement does not create an employee, partnership or agency relationship between you and Traction.
- CDMS Integration
- 16.1. Traction uses information provided by Crop Data Management Services, Inc. (“CDMS”) to provide the Services. CDMS requires Traction to include the statement below in paragraph 16.1 regarding the information CDMS provides to Traction. Use of “we” in 16.1 shall refer to CDMS.
- 16.2. CDMS Integration The product information displayed in these search results is provided “AS IS,” without warranty express or implied, and for information purposes only. Although we endeavor to present current and accurate information, search results contain information created and maintained by a variety of external sources that may not be current or complete. We do not control, monitor or guarantee the timeliness or accuracy of the information provided by such external sources. Inclusion of a product in a search result does not constitute our endorsement of that product. It is your responsibility to review the official manufacturer product label information, applicable regulations, and otherwise research the accuracy, completeness and usefulness of all information, claims and opinions contained in these search results. In no event will we or our data providers be responsible or liable directly or indirectly for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information contained in these search results, including information that is outdated or incorrect. The search results are provided under a limited non-exclusive, revocable, nontransferable license, and may not be redistributed or used to develop a stand-alone database. Further, the search results may include materials covered by registered copyrights and trademarks. All rights not expressly granted herein are reserved by the intellectual property owners. In no event shall the liability of CDMS, its officers, directors and agents hereunder exceed $100 (USD) in the aggregate.
- Key Terms
- “Authorized User” means any person or entity that has created a Traction account and agreed to Traction’s User Agreement.
- “Visitor” means any person who visits the Traction Website. An Authorized User is afforded the privacy rights of Visitor when visiting the Traction Website without logging in.
- “Personal Information” means any information that identifies or can be used to identify an Authorized User or a Visitor, directly or indirectly. Examples of Personal Information include first and last name, phone number, email address, address, occupation, or other demographic information.
- “Services” means the farm financial and management software-as-a-service as more fully explained in the Traction User Agreement.
- “You” and “your” means, depending on the context, either an Authorized User or a Visitor.
- Privacy for Visitors
This section applies to Personal Information that Traction collects and processes through the Website and in the usual course of business. In this section “you” and “your” refers to Visitors.
- 2.2. Use of Visitors’ Personal Information We may use the information we collect through our Website for various reasons, including:
- To provide you the Services. For recruitment purposes if you have applied for a position with Traction.
- To respond to your online inquiries.
- To improve Website security.
- To identify any server problems, connectivity or network issues.
- To compile aggregated statistics about site usage and to better understand the preferences of our Visitors.
- To carry out other legitimate business purposes, as well as other lawful purposes.
- 2.3. Cookies and Tracking Technologies Traction may use various technologies to collect and store information when you use the Services, and this may include using cookies and similar tracking technologies. These technologies allow Traction to collect information such as the recipient’s IP address, browser, general location, frequency of use, and other similar details. We use this information to measure the usage and performance of the Website and to enhance the Services.
- Visitors’ Data Protection Rights You have the following data protection rights:
- To correct or request deletion of your Personal Information. You may contact Traction directly at any time about correcting or deleting your Personal Information, or altering your marketing preferences by emailing Traction at info@Tractionag.com. Traction will consider your request in accordance with applicable laws.
- In addition, if you are a resident of the European Union, you can object to processing of your Personal Information, ask Traction to restrict processing of your Personal Information, or request portability of your Personal Information. You can exercise these rights by emailing Traction at info@Tractionag.com.
- Similarly, if we have collected and processed your Personal Information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your Personal Information conducted in reliance on lawful processing grounds other than consent.
- You have the right to complain to a data protection authority about Traction’s collection and use of your Personal Information. For more information, please contact your local data protection authority. If you are unsure who your data protection authority is, please contact Traction at info@Tractionag.com.
- Additional Privacy for Authorized Users
In this section, “you” and “your” refer to Authorized Users.
- 3.1. Information Traction Collects from Authorized Users The Personal Information that Traction may collect from Authorized Users falls into the following categories:
- Information you provide when creating an account: While using our Services, you may provide Personal Information to Traction. Personal Information is provided when you sign up for and use the Services, consult with a Traction representative, send Traction an email, or integrate the Services with another provider.
- Information collected from other Authorized Users: Traction may obtain information from other Authorized Users about you. For example, Traction may learn from your Trusted Advisors additional information about you that is Personal Information.
- Information from third-party Integrated Services. Traction may include integrations with other technology platforms (“Integrations”). If you allow Integrations to share your information with Traction, Traction may obtain information about you through these sources.
- 3.2. Traction’s Use of Authorized Users’ Personal Information Traction may use the Personal Information collected through the Services for the following reasons:
- To provide the Services to you.
- To communicate with you about your account or Authorized User status.
- To provide customer support.
- To comply with court orders, subpoenas, legal requests, and to prosecute or defend a legal proceeding.
- To provide information to Traction’s professional advisors, including attorneys and accountants, as necessary.
- To share with Integrations for displaying Traction registries in Integrated Party platforms.
- 3.1. Information Traction Collects from Authorized Users The Personal Information that Traction may collect from Authorized Users falls into the following categories:
- Use of Personal Information for Marketing and Education
Traction may use your Personal Information to provide you with information about new, improved, and discontinued Traction Services. Authorized Users and Visitors who have opted in to Traction marketing and notification emails can opt out by clicking the “unsubscribe” link at the bottom of Traction marketing messages. All opt-out requests can also be made by emailing info@Tractionag.com.
Traction takes reasonable technical and organizational measures to protect Personal Information from loss, misuse, unauthorized access, disclosure, alteration, and destruction, taking into account the risks involved in the processing and the nature of the Personal Information. Traction’s Authorized User accounts require a username and password to log in. Authorized Users must keep their username and password secure. Traction cannot resend forgotten passwords but will only provide Authorized Users with instructions on how to reset them.
- Retention of Personal Information
Traction retains Personal Information where there is an ongoing legitimate business or legal need to do so. When there is no ongoing legitimate business need to process your Personal Information, Traction will either delete or anonymize it or, if this is not possible (for example, because your Personal Information has been stored in backup archives), then Traction will securely store your Personal Information and isolate it from any further processing until deletion is possible.
- State Specific Laws that May Apply to Collection of Personal Information
Traction is an Indiana limited liability company. To the greatest extent possible, Indiana law applies to Visitor and Authorized User’s privacy rights. Depending on various factors, other state laws may apply to your use of the Traction Website and Traction’s collection of Personal Information. If you reside in the following jurisdictions, the additional provisions below may apply to you: California Under California Law, California consumers have the right to:
- Request that a business that collects a consumer’s personal data disclose the categories of personal information that a business has collected about consumers.
- Request that a business delete any personal information about the consumer that a business has collected.
- Request that a business that sells a consumer’s personal information, not sell the consumer’s personal information.
- Privacy Rights of Children
Traction does not knowingly solicit, collect, or store the Personal Information of children under the age of 18. Please do not submit any Personal Information of a child under the age of 18 to Traction. If you are under the age of 16, please do not use the Services or submit Personal Information to Traction. Traction will delete any Personal Information discovered of any child under the age of 18.
- Payment Processors
- Miscellaneous Legal Terms
Ag Data Use Agreement for Traction Ag
- The Information Traction Collects. When using the Application, you have the ability to upload the following types of data to the Traction:
- Farm Management and Financial Data. This may include information related to financial, tax, employment, commodity price, regulatory compliance, supply chain, and other management data.
- Agronomic Data. This may include crop and field information, such as planting data, seed type, yield, disease and pest management application, fertilization, and prescriptions.
- Land Data. This may include soil and fertility data, topographical, elevation, watershed, and drainage data, geospatial information, and tillage and conservation data.
- Your Ownership of Ag Data. Traction believes that you are the owner of Ag Data that originates from your farm, device, or equipment. Traction believes that ownership should give you the right to share, download, and delete your Ag Data. You shall not upload data to Traction’s servers unless you are the owner of the data, or you are authorized by the owner to do so. You shall defend and indemnify Traction against any claims that someone else owns the Ag Data uploaded to your account.
- Your Responsibilities. You shall not allow any unauthorized person to access your Ag Data. You are responsible for any loss of data or other damage that occurs to Traction and other users of the Application as a result of any unauthorized access with your account. If your account with the Traction terminates, Traction will assume you have abandoned all ownership claims in your Ag Data. Once abandoned, Traction may delete your Ag Data from Traction’s servers according to this Agreement.
- Data Sharing with Traction.
- 4.1 Limited License Granted to Perform Services. In order to perform the Services provided by the Application, you grant Traction a limited license to access your Ag Data in order to: (1) store your Ag Data on servers owned or leased by Traction; (2) share your Ag Data with others users authorized by your account; (3) use your Ag Data to provide the Services to you; and (4) temporarily view your Ag Data while providing tech support services to you.
- 4.3 Use of Third Parties to Process Data . To the extent Traction engages third parties to assist with providing the Services to you, Traction will require these third parties to abide by this Agreement with respect to your Ag Data.
- Ag Data Sharing with Third Parties. Traction provides you with the opportunity to share your Ag Data with third parties you authorize through the Traction Application. Once Ag Data has been shared with a person or company outside of Traction’s Application, Traction no longer has any control over how a third party may use your Ag Data. Traction is not responsible to you for what a third party does with your Ag Data after you provide your consent to share with that third party. Traction will obtain your consent prior to sharing your Ag Data with any of the following types of third parties.
- 5.2 Integrations. With your consent and direction, Traction may also provide you with the ability to share your Ag Data with other technology providers through links established through the Traction Application (“Integrations”). When your Ag Data is transferred or shared with an integrated third party, your use is subject to that third party’s policies and contract terms. Likewise, Traction may allow you to upload Ag Data directly from outside Integrations. Any uploads from Integrations are subject to Traction’s policies and contract terms.
- 5.3 Government. Traction will not share your Ag Data with government agencies unless you provide your consent and direction. This promise will not prevent Traction from complying with a court order or other valid government request that legally requires Traction to disclose information to the government. Traction shall notify you of any government request to obtain your Ag Data. Traction shall have no liability to you for disclosure of Ag Data in response to a subpoena, court order, or other government demand that legally requires Traction to respond.
- Portability. You can request a download of your Ag Data at any time as long as you maintain an active account with Traction. In some circumstances, your Ag Data may not be retrievable in its original format.
- Modifications. Traction may revise this Agreement from time to time. Traction will notify you by email or when you log into your account of any revisions. By continuing to use the Application after revisions become effective, you agree to be bound by any updated version of this Agreement.
- Security/Notice. Traction takes reasonable and customary security measures to protect the privacy and security of your Ag Data. In the event of a data breach, natural disaster, or other unforeseen event that causes your Ag Data to be deleted or compromised, Traction will notify you when you log in, by email, or other method required by law.
- Deletion. You may request to have your Ag Data deleted at any time you have an active account and for thirty (30) days after termination of your account. Requests to delete your Ag Data may be made by email request to email@example.com.
- Storage and Retention. Ag Data is stored on servers owned or leased by Traction in the United States. Traction shall store your Ag Data as long as you have an active account with Traction, and for a period of at least thirty (30) days after termination. Thirty (30) days after termination of your account, Traction will no longer have any obligation to retain your Ag Data.
- Sale of Traction. In the event Traction is sold or acquired by another company (meaning at least 51% of Traction ownership interest is transferred to new owners in a single calendar year), you will be notified and have the option of deleting your Ag Data for at least thirty (30) days after the transfer. This Agreement will continue to apply to your Ag Data until the new owner provides you notice of a new ag data use agreement.
- Limits on Traction’s Liability.
- Traction is not liable for any damages that result from the disclosure of your Ag Data to any person or company provided such disclosures are made according to this Agreement. Traction is not responsible for loss, corruption or unauthorized disclosure of your Ag Data due to:
- the acts or omissions of a third party software vendor hosted by Traction;
- an Act of God, such as a flood, tornado, earthquake, or lightning strike;
- other catastrophic event, (iv) a data breach unless caused by Traction’s gross negligence, or
- someone other than you using your account.
- Inquiries. Questions about this Agreement should be directed to firstname.lastname@example.org.