SYSTEM LEASE & DATA UPLOAD AGREEMENT
Anuland Monitoring System Lease
1. Lease. You agree to lease an Anuland FieldSense System including the Anuland Monitoring System (“System”) as provided in this Agreement. Your leased System requires use of embedded Software which is licenced to you as provided below for the duration of the lease. If you lease multiple Systems, this Agreement shall be applicable to each System.
2. Term. The lease shall begin upon the date this Agreement is signed by you and shall continue for a period of 3 years, as selected by you when signing up (the “Term”).
3. Monthly Fee. You agree to pay a Monthly Fee, due on the first day of initial Term and on the anniversary date as explained above.
4. Ownership of System. During the Term, Anuland FieldSense System owns the System. Upon conclusion, termination, or non-renewal of the Term you must return the System to Anuland FieldSense System, unless Anuland FieldSense System informs you otherwise.
5. Ownership of Data. You are the owner of the Data generated by the System. Anuland FieldSense System’s Data Use Agreement explains your rights with respect to Data.
6. Installation. The Anuland FieldSense team will attend your farmland at a time that suits you. The System is not designed to withstand field traffic or other field conditions that may damage the Anuland Monitoring Station’s external casing. Anuland FieldSense System is not responsible for damage caused due to weather conditions.
Software and Intellectual Property
1. Licence to Use the System’s Software. The System runs software owned by Anuland FieldSense System and licenced to you during the Term (“Software”). Anuland FieldSense System may update the Software during the Term, and this licence shall cover any updates. You are granted a limited non-exclusive licence to use the Software on a single System during the Term. You may not distribute, copy, or make the Software available over a network where it could be used by multiple Anuland Monitoring Stations at the same time. This Licence does not grant you any rights to use Anuland FieldSense System proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party Systems and accessories, or third-party software applications. You may not, and you agree not to enable others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or any services provided by the Software. You may not lease, lend, sell, or sublicence the Software. The obligations of this paragraph shall continue after termination of this Agreement or after the Term ends. Your licence to use the Software on the System ends when the Term ends.
2. Intellectual Property. All images, patents, trademarks, service marks, logos, icons, and other intellectual property (“Intellectual Property”) displayed on or contained in the System or Anuland FieldSense System website are the exclusive property of Anuland FieldSense System and may not be used without Anuland FieldSense System’s prior written consent. The obligations of this paragraph shall continue after termination or termination of this Agreement.
Data Upload and Subscription
1. Data Uploads. The System collects Data when properly installed and uploads this Data to Anuland FieldSense System’s servers. During the Term, you consent to allow Anuland FieldSense System to receive and store your Data on the Anuland FieldSense System servers and clean your Data by removing perceived errors and omissions. You may not direct your System to transmit Data to any other location other than Anuland FieldSense System. Your ability to access, share, and delete Data is explained in Anuland FieldSense System’s Data Use Agreement.
2. Subscription Required. Your System requires an active Anuland FieldSense System subscriber account in order to access Data uploaded by your System to Anuland FieldSense System’s servers. An Anuland FieldSense System subscriber account may be created at Anuland FieldSense System’s website and must be maintained throughout the Term for you to access Data uploaded by the System.
4. Data Security. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Anuland FieldSense System has established appropriate physical, electronic, and managerial procedures to safeguard and secure the Data collected from your System. Anuland FieldSense System will notify you by email if Anuland FieldSense System has reason to believe that your Data was unlawfully accessed by a third party.
Anuland FieldSense System Limited Warranty
1. Limited Warranty for the Term. Anuland FieldSense System warrants that, under normal use and service, the System shall be free from material workmanship defects for a period of three years after delivery to you for the duration of the Term (up to 3 years). Anuland FieldSense System’s sole obligation for warranty defects shall be to correct the failure by repair, replacement, or adjustment, as determined in the Anuland FieldSense System’s sole discretion. This warranty includes sensor and battery replacement. The warranty provided in this paragraph does not cover defects caused by misuse, misapplication, or other conditions or events caused by you, in which case this warranty is void.
Disclaimer. The System is designed to provide you with insights into field conditions. Anuland FieldSense System makes no recommendations regarding in- field or farming decisions. You should not rely on the System to make in-field or farming decisions. You should always verify the information provided by the System before making in-field or farming decisions.
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE, THE SYSTEM IS PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANULAND FIELDSENSE SYSTEM DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SYSTEM WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF THE SYSTEM WILL MEET YOUR EXPECTATIONS.
Breach and Termination
1. Breach by You. Upon any breach of this Agreement by you, Anuland FieldSense System may terminate your use of the Anuland FieldSense System Web Services, your account, and access to Anuland FieldSense System servers (without refund of any Subscription Fee) and Anuland FieldSense System may obtain damages caused by your breach. Your breach shall further constitute a permanent non-exclusive licence of your Data to Anuland FieldSense System for any use Anuland FieldSense System determines is appropriate. Anuland FieldSense System shall be entitled to any legal’ fees incurred enforcing this Agreement. Anuland FieldSense System may also seek injunctive relief to prevent you from misappropriating the Software, Web Services, Intellectual Property, or other aspects of the System.
2. Breach by Anuland FieldSense System. In the event of any breach of this Agreement by Anuland FieldSense System, you shall provide Anuland FieldSense System with written notice of the breach. Anuland FieldSense System shall have thirty (30) days to cure the breach. In the event Anuland FieldSense System fails to resolve the breach, this Agreement shall terminate and refund you the remainder of your Subscription Fee for the Term. In any event, Anuland FieldSense System shall not be liable for indirect or consequential damages, and your recovery shall be limited to a refund of the Monthly Fees paid.
3. Indemnity. You agree to indemnify, defend, and hold harmless Anuland FieldSense System, including its employees, agents, officers, developers, and licensors, from any damages, costs, claims, injuries, and liabilities (including attorneys’ fees) arising from your use of the System outside of the scope of this Agreement.
Additional Legal Terms
1. Modifications Usage of Data is rapidly evolving. Anuland FieldSense System may update this Agreement during the Term to reflect changes in (a) the law, (b) the System’s functionality, (c) data sharing options through the Anuland FieldSense System website, or (d) Anuland FieldSense System’s agreements with other technology providers. No change in this Agreement shall occur without your continued consent.
2. Complete Agreement. If any provision of this Agreement is determined to be unenforceable, the remainder of this Agreement shall remain in effect. This Agreement shall be interpreted as drafted by both parties. Any failure by Anuland FieldSense System to enforce any provision shall not be a waiver of such provision. This Agreement is the complete agreement and understanding between the parties. This Agreement may not be modified or amended except pursuant to a writing executed by both parties.
3. Governing Law. This Agreement is are governed by Irish law. Any claim naming Anuland FieldSense System (including any affiliated company or brand, owners, employees, attorneys, or agents) as a party involving these Terms must be filed in the Irish courts, and you consent to venue and jurisdiction there. This Agreement creates no third-party beneficiary rights. Anuland FieldSense System’s failure to enforce any provision in this Agreement is not a waiver of the right to do so later. If any provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect. You may not assign your Anuland FieldSense System account or any of your rights in this Agreement. Anuland FieldSense System may assign its rights without your consent. This Agreement does not create an employee, partnership or agency relationship between you and Anuland FieldSense System.
4. Notice. If you need to contact Anuland FieldSense System for any purpose regarding this Agreement, please email email@example.com.
5. Electronic Signature. The parties agree that this Agreement may be signed electronically. Any electronic signature for this Agreement has the same meaning and effect as a handwritten signature for the purposes of enforceability and admissibility. If you are signing on behalf of an entity, such as company, partnership, or corporation, your signature provides your authorisation to bind the entity by this Agreement.