Terms of Use
Last modified 28 April 2019
By using the Winely IOT Device (“Device”) and Winely’s associated websites, products, and services (collectively “Web Services”), you agree to these Terms of Service (“Terms”). “You” refers to the user, person or entity that uses the Web Services. If you are using the Web Services on behalf of an entity, “You” refers to the company that authorized your use. “Personal Information” has the meaning provided in the Privacy Policy.“Data” has the meaning provided in the Data Use Agreement.
1. YOUR RESPONSIBILITY FOR DATA UPLOADS
You are fully responsible for the Data you transfer, share, upload, download while using the Web Services. You may not intentionally or negligently upload Data that is false or misleading. You certify that you are the owner of any Data uploaded to the Web Services, or that you are licensed or authorized by the owner of the Data. You may not upload viruses, spyware, or other malicious software to the Web Services. You assume full responsibility for any damage caused to Winely, Winely’s agents, or other users if you or someone using your account violates this provision.Your use of Winely’s Web Services must be lawful at all times. You must be at least 13 years of age or older. Any user of your account must be authorized by you. You are responsible for all users of your account.How you use, share, and transfer your Data is governed by Winely’s Data Use Agreement.
2. USERS OF YOUR ACCOUNT
When you create a Winely account, you will create a unique ID and authenticate your account using an authentication code or password. Other users of Winely with whom you intend to share your Data must create their own account in order to gain access to your Data or other information.
3. SERVICES OFFERED BY Winely
Winely will offer various products and services through the Web Services (“Products”) which may require your acceptance of additional terms. These Products may be changed, suspended, or be discontinued from time to time. Winely may periodically conduct maintenance or improvements on the Web Services that may interrupt the Products offered or your access to the Web Services. Winely will use reasonable efforts to ensure that any interruption in Services is minimized to the user.
4. SOFTWARE
Some of the Products may allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, Winely gives you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Web Services. Winely reserves all other rights to the Software. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Software, attempt to do so, or assist anyone in doing so.
5. RESTRICTIONS ON USE
Winely grants you permission to access and use the Web Services subject to the following conditions:
You shall not (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Web Services.
You shall not use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Web Services in a manner that sends more request messages to the Winely servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser.
You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Data for any other purposes without the prior written consent of Winely. Nothing in these restrictions shall limit your ability to access Data from another lawful source, such as another ag data platform to which you are a subscriber, provided that source has integrated into the Web Services by permission.
6. PAYMENT TERMS
As applicable, you agree to pay for the services offered by the Web Services upon the terms and at the amount specified. Payment shall be completed via credit card or other immediately available funds. Winely utilizes third party payment processing vendors who have additional terms and conditions applicable to payments made by you. Winely is not responsible for any errors or omissions caused by such third-party vendors. Additionally, you may be charged sales tax or other applicable taxes based on the bill-to address and the tax rate in effect at the time your purchase is completed.If your payment is declined or refused by a third party, Winely may suspend or terminate your access to the Web Services.
7. TRADEMARKS AND INTELLECTUAL PROPERTY
These Terms do not grant you any right, title, or interest in the name Winely or the Web Services and Products developed for Winely. The Web Services, Products and other technology provided by Winely may be protected by copyright, trademark, patent, and other state and federal laws of the United States. “Winely” and associated logos are registered trademarks owned by Winely. These Terms do not grant you any rights to any other trademarks, service marks, trade names, logos, domain names, or brand features associated with Winely, including those marks used by the Winely belonging to others (the “Proprietary Designations”) or any trademark, service mark, trade name, logo, domain name or brand feature that is identical or confusingly similar to the Proprietary Designations, or that constitutes a translation thereof into any other language. You agree to pay Winely any attorneys’ fees incurred by Winely in enforcing this provision.
8. DURATION AND TERMINATION
Winely reserves the right to suspend or terminate your account at any time, without cause, without notice and without liability to you. Winely may suspend or terminate your account if you are not complying with these Terms or using the Web Services in any way that would cause Winely legal liability or disrupt others’ use of the Web Services. All indemnity and liability provisions in these Terms survive termination.
9. DISCLAIMER
The Device and the Web Services provide you with information. You should always verify information obtained from the Device and the Web Services before undertaking any activities. You are responsible for ensuring the accuracy, currency and other information derived from your use of the Device and the Web Services, and you assume all risks associated with your use. Furthermore, you are responsible for following all federal, state, provincial and local laws and regulations. If you do not agree to the following No Warranty and Indemnity provisions, your sole remedy is to discontinue use of Winely Web Services.
10. NO WARRANTY
ALL WEB 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. Winely does not warrant and expressly disclaims that use of Winely, the Device, or Web Services will increase efficiency or yield, or decrease costs and inputs, of your farming operation. You should not rely on the Web Services as the sole basis for making production decisions.The Web Services may include technical or other mistakes or inaccuracies. Winely shall have no liability for any such mistakes or inaccuracies. If you believe the information contained in the Web Services is inaccurate, please notify Winely at your earliest convenience.
11. INDEMNITY
You agree to indemnify, defend, and hold harmless Winely, including its employees, agents, officers, developers, and licensors, from any damages, costs, claims, injuries, and liabilities (including attorneys’ fees) arising from your individual use and your organization’s use of Winely, the Device or the Web Services. You also agree that this provision shall apply if another person causes damages, costs, claims, injuries, or liability using your Winely account, with or without your knowledge. In no event shall Winely be liable for any consequential, incidental, special, indirect or punitive damages arising from your use of Winely, the Device, or the Web Services (including without limitation, damages for loss of business or good will, work stoppage, loss of information or data, loss of revenue or profit or computer failure), unless such damages arise from the gross negligence or willful conduct of Winely.The total liability of Winely for any and all claims arising out of your use of Winely, the Device, or the Web Services will not exceed the amounts actually paid by you to Winely.
12. INTERRUPTION OF SERVICE
In the event of a system failure or interruption, including, but not limited to, an act of God, hardware/software failure or a system overload, your Data may be lost or destroyed. You assume the risk of loss of the Web Services and your Data during any system failure or interruption.
13. MODIFICATIONS
Winely may revise these Terms from time to time. Winely will notify you, when you log into the Web Services, or by another means when these Terms are revised. By continuing to use the Services after revisions become effective, you agree to be bound by any revised Terms.
14. OTHER LEGAL TERMS
The Terms are governed by NZ law. Any suit naming Winely (including any affiliated company or brand, owners, employees, attorneys, or agents) as a party involving these Terms must be filed in state courts or federal district court located in NZ, and you consent to venue and jurisdiction there. These Terms create no third-party beneficiary rights. Winely’s failure to enforce any provision in these Terms 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 Winely account or any of your rights in these Terms. Winely may assign its rights without your consent. These Terms do not create an employee, partnership or agency relationship between you and Winely.
15. INQUIRIES
If you need to contact Winely for any purpose regarding these Terms, the Privacy Policy, or the Winely Data Use Agreement, please email info@winely.co.nz.