By signing in, you hereby agree as follows:
Subject to this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable license to use “Dairy Margin Tracker Feed Tool” (“Software”) for the purpose of optimizing its dairy farm operations. This product is for domestic use only within the United States of America. Licensee may use the Software for its own use, and may not copy, duplicate, modify, translate, or reverse engineer the Software, and may not transfer or otherwise share the Software with any third party without prior written permission from Licensor.
Upon execution of this Agreement and actual delivery of the Software, Licensee hereby agrees to pay Licensor a monthly subscription fee in the agreed upon amount, payment being due and payable within the first ten (10) calendar days of each monthly billing cycle. Any default in payment, not cured within twenty (20) days may lose access to software at owner discretion.
This Agreement is perpetual and shall continue until terminated. Either party may terminate this Agreement, with or without cause, at any time by notifying the other party in a signed writing via registered or certified mail at the address provided herein. The agreement shall then terminate as of and the Agreement shall then terminate as of the next monthly billing cycle.
Upon termination of this Agreement, Licensee agrees to discontinue use of the Software, and return the original copy and any other copies of the Software kept in any form whatsoever, to Licensor. Further, Licensor shall provide Licensee with a final accounting within thirty (30) days of termination of this Agreement, and Licensee shall have an additional thirty (30) days from receipt of the final accounting to pay all amount past due and payable.
Licensee hereby acknowledges and agrees that Licensor may access, use, and store any data created by Licensee's use of the Software for any purpose. Licensee further agrees that Licensor may collect anonymous usage data from and/or relating to Licensee's use of the Software (“Anonymous Data”), with the limitation that any such collection will not include personal or identifying information about Licensee or its customers or business partners, and Licensor shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any of Anonymous Data in its possession. Further, in consideration of this Agreement, Licensee transfers and assigns to Licensor all right, title, and interest in and to all Anonymous Data and agrees that Licensor may use, disclose, market, license, or sell said Anonymous Data for any purpose without restriction, and without further consent from Licensee.
Licensor licenses, and Licensee accepts, the Software "as is" and Licensor provides no warranties as to the function or use of the Software, whether express, implied, or statutory, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. Licensee assumes any and all risk in regard to use of this Software and Licensor does not warrant that the operation of the Software will be uninterrupted or error-free. Licensee agrees that Licensor is under no duty to defend or indemnify Licensee against any third-party action in regard to Licensee's use of the Software, whether or not said third-party action relates to or infringes upon a valid United States patent or copyright or misappropriates a third party's trade secret.
Licensor's liability to Licensee under any provisions of this agreement for damages of any kind shall be limited to the amounts actually paid to Licensor pursuant to this Agreement, and in no event shall Licensor be liable for indirect, incidental, special or consequential damages, including loss of use, loss of profits, or under any other theory of liability.
All notices related to this Agreement shall be provided in writing and may be given by certified or registered mail at the addresses provided herein. For purposes of this Agreement, a notice shall be deemed effective upon receipt of service.
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.
In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.
This Agreement shall be governed and interpreted by the laws of the State of Michigan.
This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of Licensor.
Licensor reserves the right to amend this Agreement, including payment provisions and the monthly subscription fee and any other provision, by providing Licensee with a copy of the amended Agreement. Licensee agrees that any amendment(s) shall be deemed accepted upon receipt, as long as Licensee continues to use the Software, and said amendment(s) shall be effective as of the start of the monthly billing cycle that follows receipt of the amendment(s).
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters.