Traction User AgreementWhen you click “I Agree” when creating or updating your Traction account, you agree to be bound by this Traction Ag User Agreement (“Agreement”). “ You ” means the person or company that creates a Traction account for use of the Services. “Traction” means Traction Ag, LLC, a limited liability company located in Indiana, USA. This Agreement also applies to any trial period.
- 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 TermsYou 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 ServicesTraction 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 UsersTraction 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 PropertyThis 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.
- IndemnificationYou 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 WarrantyTHE 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.
- ModificationsTraction 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 UseYour 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 CLAUSEAny 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 TermsThis 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.
Ag Data Use Agreement