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Terms of use

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Updated 03/25/2020

    1. This Rapid Farm Platform License Agreement (the “Agreement” or “Terms of Use Agreement”) is entered as of the last date marked on the signature page below (“Effective Date”), by and between Rapid Farm Inc. (d/b/a Rapid.Farm Inc) (“Rapid.Farm”) a registered company in 625 SL Rogers Wells Blvd #150 Glasgow, KY 42141, USA, (“We,” “Us” and their derivatives)  and the party who’s details are provided prior to pressing the “I Agree” action button of this Terms of Use Agreement (“Customer” or “You”, “Your”, “User “ and their derivatives)
    2. Each of [Company Name] and You may sometimes be referred to herein as a “Party” and together, “Parties”.
    3. By completing the registration process and using the service, You represent all corporate action on Your part necessary for the authorization, execution, delivery and performance of this Term of Use Agreement and its content have been duly taken and that You have the authority to bind the Customer to this Agreement and that the Customer agrees to be bound by this Agreement and by the Rapid.Farm Privacy Policy (the “Privacy Policy”) and by the Rapid.Farm Regional Data Protection Policy.Provision of the Services
    4. Services Use. Subject to this Terms of Use Agreement, during the Term, Customer may: (a) use the Services, provided by Rapid.Farm, as part of the Services. Customer may not sublicense or transfer these rights except as permitted under section 13.2 of the Agreement.
    5. Facilities. All facilities used to store and process an Application and customer-related data (the “User Data”) will adhere to reasonable security standards no less protective than the security standards at facilities where Rapid.Farm processes and stores its own information of a similar type. Rapid.Farm has implemented at industry-standard systems and procedures to (i) ensure the security and confidentiality of the Application(s) [Adv: Please explain] and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of the Application(s) and Customer Data, and (iii) protect against unauthorized access to or use of the Application(s) and Customer Data
    6. Data License and Location. Customer hereby grants Rapid.Farm an irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license to reproduce, distribute, perform, prepare and otherwise use the Customer Data in connection with the Services and as permitted by this Agreement.
    7. Rapid.Farm may process and store the Customer Data anywhere Rapid.Farm or its agents maintain facilities. By using the Services, Customer consents to this processing and storage of Customer Data.
    8. Accounts. To register for the Service and set up an account, the Customer must provide Rapid.Farm with current, complete and accurate information as requested in the registration form, including a valid e-mail address (the “Account”). The customer must have an Account to use the Service and is responsible for the information provided to create the Account, the security of its passwords for the Account, and for any use of its Account.
    9. The customer agrees to notify Rapid.Farm immediately upon learning of any unauthorized use of its Account or any other breach of security Including but not limited to such instances by which Customer becomes aware of any unauthorized use of its password and/or the Account.
    10. Rapid.Farm has no obligation to provide Customer multiple Accounts. Customer is solely responsible for any and all activities that occur under its Account and for use and disclosure of any Customer Data created, collected or maintained in its Account whether such activities or use is conducted by the Customer
    11. New Applications and Services. Rapid.Farm may: (i) develop, offer and market new applications, tools, features or functionalities available from time to time through the Service (the “Application”) and (ii) add new and/or derivative services to the Service from time to time (by adding such applications tools, features or functionalities at the URL set forth under the Service definition), the use of which may be contingent upon Customer’s agreement to additional terms.
    12.  Modification
      1. To the Services. Rapid.Farm may update the Services from time to time.
      2. To the Agreement. Rapid.Farm may change this Terms of Use Agreement, including but not limited to changes in pricing (and any linked documents) from time to time. Unless otherwise noted by Rapid.Farm, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case shall become effective immediately. If the Customer does not agree to the revised Agreement, the Customer must stop using the Services.
    13. Payment Terms
      1. Free Trial
        1. From time to time Rapid.Farm may offer a free trial of the Service to prospective customers. Rapid.Farm reserves the right to discontinue the offering of a free trial of the Services without notice. Free trials are meant to let prospective customers experience the Services before committing to it
        2. Use of a free trial of the Services for anything other than the above is prohibited. Furthermore, Customer hereby understand and consent agree it is not allowed to (i) create more than one trial account, and/or (ii) upon termination of its free trial account by Us, create a new trial account.
        3. One type of free trial offering requires payment information at the time of sign up. This type of free trial account automatically converts to a regular paying account at the end of the trial period. If the trial account is not terminated by You within the trial period, regular will apply immediately thereafter.
        4. Another type of free trial offering requires no payment information at sign up. Unless the Customer converts the free trial account to a paying account within fourteen (14) days of setting up the Account, Rapid.Farm reserves the right to discontinue the Account at the end of such trial period and delete all Customer Data and Account information as defined in the Privacy Policy without notice except to the extent prohibited by applicable law or as otherwise agreed to by Rapid.Farm.
      2.  Fee-based use. The fees and term of the fees for the service, when it will be part of the service, will be posted  (the “Fees”)
    14. Customer Obligations
      1. Acceptable Use Policy. Customer agrees not to use directly, or allow access to the Service for the purposes of (a) spam or sending any unsolicited commercial messages; (b) disrupting the performance of Rapid.Farm servers or causing server-wide outages or make any malicious use of the technological infrastructure provided by Us throughout the provisioning of the Service and (c) advertising, transmitting, storing, posting, displaying, or otherwise making available materials that (i) violate any law, regulation, or other provision having the force of law, either intentionally or unintentionally; (ii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation and\or alienation with a person or entity; (iii) infringe or misappropriate the intellectual property rights of Us and\or others; (iv) violate privacy, publicity, or other personal rights of others; (v) falsify the origin of an email, either by forging the sender’s identity, email address or any part of its email header, or otherwise; (vi) are of adult nature, pornographic, or harmful to minors; (vii) contain in a harmful manner the images of children or disclose personally identifiable information which identify or disclose personal data attributable to children; (viii) are unlawful, harmful, vulgar, obscene, threatening, abusive, harassing, tortious, unlawful, libelous; and/or (ix) are viruses, worms, so-called trojan horses, or other destructive codes, files, or programs, or information regarding the creation of such material (the “AUP”). If Rapid.Farm determines Customer has violated the terms of this AUP, that determination, made in Rapid.Farm’s sole and absolute discretion, constitutes grounds for immediate termination of Customer’s Account without notice to Customer or penalty to Rapid.Farm.
      2. Compliance.  The customer is responsible for ensuring all Customer End Users, comply with Customer’s obligations under this Agreement, including the Service Specific Terms, and the restrictions in Sections 3.4 and 3.6 below.
      3. Privacy. Customer represents that Customer is the owner or otherwise has authority and consent under applicable laws necessary to permit use, disclosure, processing and storage of Customer Data under this Agreement. Customer is solely responsible for access to, use and disclosure of Customer Data, whether by Customer, Customer’s End Users or Customer’s third parties, and Rapid.Farm disclaims any and all responsibility associated with such access, use and disclosure. Customer shall comply with all applicable laws with respect to use, disclosure, processing, and storage of Customer Data under this Agreement
      4. Restrictions.
        1. Customer will not, and shall not allow any third party to its business in connection with the Service, to (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Service (subject to Section 3.5 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High-Risk Activities (c) sublicense, resell, or distribute any or all of the Service\s separate from any integrated Application; (d) create multiple Applications, Accounts to simulate or act as a single Application or Account (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees; or (e) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State
        2. Third-Party Components. Third-party components (which may include open source software) of the Service may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Terms of Use Agreement, such third party license shall govern the Customer use of such third party component.
    15.  Suspension and Removals.
      1. Suspension/Removals. in the event the Customer becomes aware that any Application or Customer Data to violate the AUP or this Agreement, the Customer shall immediately suspend such Application and/or remove the relevant Customer Data (as applicable). If the Customer fails to suspend or remove the Customer Data as required, Rapid.Farm may specifically request that Customer do so. If Customer fails to comply with Rapid.Farm’s request to do so within twenty-four (24) hours, Rapid.Farm may disable the Application, and/or disable the Account (as applicable) until such violation is repaired except to the extent Rapid.Farm is prohibited to do so by applicable law.
      2. Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue then Rapid.Farm may automatically suspend the offending Application and/or Account. Suspension will be to the minimum extent required, and for the minimum duration, to prevent or resolve the Emergency Security Issue. If Rapid.Farm suspends an Application or Account, for any reason, without prior notice to Customer, Rapid.Farm shall, to Customer’s request, provide Customer the reason for the suspension as soon as is reasonably possible.
    16. Intellectual Property Rights; Use of Customer Data; Feedback; Proprietary Notices
      1. Intellectual Property Rights.  Rapid.Farm owns all Intellectual Property Rights in the Service and Software.
      2. Use of Data. Rapid.Farm may collect, process, store, use and disclose Customer Data (as defined in the Privacy Policy) in connection with providing the Services offered by Rapid.Farm and as described more specifically in the Privacy Policy (collectively, “Rapid.Farm’s Use of Data”).
      3. Customer hereby acknowledges and consents to Rapid.Farm’s Use of Data, including access to Customer’s Account, as necessary for Rapid.Farm to provide the Services.
      4. Customer hereby undertakes it shall not disclose any such data to Rapid.Farm or create, collect, maintain, use or disclose any such data in connection with Customer’s Account. Any Customer Data will thereafter be accessed, used and disclosed by Rapid.Farm consistent with the terms and conditions of such an addendum. To the extent a use or disclosure of Customer Data permitted under this Agreement would not be permitted under the terms and conditions of such addendum, such addendum shall govern any use or disclosure of such Customer Data. Failure to comply with the terms and conditions of this paragraph may result in suspension or termination of Customer’s Account in Rapid.Farm’s sole discretion.
      5. Customer Feedback. If Customer provides Rapid.Farm Feedback about the Services, then Rapid.Farm may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Rapid.Farm all right, title, and interest in that Feedback.
      6. Proprietary Notices. Customer shall not remove, hide or otherwise alter any proprietary notices or labels included with or within the Service and/or the Software, including but not limited to any “Powered by Rapid.Farm” labels or links displayed and/or included with the Software
    17.  Technical Support Services.
      1. By Customer. Customer is responsible for technical support of its Application/s
      2. By Rapid.Farm. From time to time, Rapid.Farm support staff may access your Account in order to maintain or improve service, including without limitation, assisting you with technical or billing issues. Rapid.Farm will provide customer support (the “Support”) to Customer during the Term in accordance with the Support guidelines as published by Us. Certain Support features are only included with a minimum Services package level as described in the “Fees” definition below.
    18. Confidential Information
      1.  Obligations. The recipient of information (the “Recipient”) will not disclose the Confidential Information except to Affiliates employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Recipient will ensure that those entities and/or individuals use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to keep it confidential.
      2. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the Recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the Recipient uses commercially reasonable efforts to: (i) promptly notify the other Party of such disclosure before disclosing; and (ii) comply, as permitted by law, with the other Party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the Recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the Parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services. 
    19. Term and Termination.
      1.  Agreement Term. The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 8 of this Use of Terms
      2. Termination for Breach. Each Party may terminate this Agreement for breach if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within fourteen  (14) days after receipt of written notice; (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and such proceedings are not dismissed within (30) thirty days; or (iii) the other Party is in material breach of this Agreement for more than two occurrences notwithstanding any cure of such breaches. In addition, Rapid.Farm may terminate any, all, or any portion of the Service if Customer meets any of the conditions in this Section 8.2.
      3.  Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time through the Customer’s Account and upon termination, must cease use of any applicable Service and/or Application. Rapid.Farm may terminate this Agreement for its convenience at any time without liability to Customer.
      4. Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one Party to the other will immediately cease; (ii) any applicable refunds shall be granted in accordance with the refund policy set forth at(TBD). iii Customer will retrieve any Customer Data, and (iv) each Party will use commercially reasonable efforts to destroy all Confidential Information of the other Party. 
    20. Representations and Warranties
      1. Each Party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it is in full compliance with all laws and regulations applicable to its provision, or use, of the Service and/or Application, as applicable. Rapid.Farm warrants that it will provide the Services in accordance with the applicable SLA  (if any).
    21. Disclaimer
      1. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAPID.FARM AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. RAPID.FARM AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER RAPID.FARM NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE IS OR SHALL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
      2. Limitation of Liability
        1. Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR RAPID.FARM’S SUPPLIERS WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
        2. Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR RAPID.FARM’S SUPPLIERS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO RAPID.FARM UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
    22. Indemnification
      1. By Customer. Unless prohibited by applicable law, Customer will defend and indemnify Rapid.Farm and its Affiliates against Indemnified Liabilities, in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Service in violation of the AUP or this Agreement
      2. Exclusions. This Section 13 shall not apply to the extent the underlying Allegation arises from:
        1.  the indemnified Party’s breach of this Agreement;
        2.  modifications to the indemnifying Party’s technology or Brand Features by anyone other than the indemnifying party;
        3. combination of the indemnifying Party’s technology or Brand Features with materials not provided by the indemnifying party; or
        4. use of non-current or unsupported versions of the Services or Brand Features;
        5. The indemnified Party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying Party , subject to the following: (i) the Indemnified Party  may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified Party to admit liability, pay money, or take (or refrain from taking) any action, will require the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
    23. Remedies. If Rapid.Farm reasonably believes the Service might infringe a third party’s Intellectual Property Rights, then Rapid.Farm may, at its sole discretion and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.
    24. If Rapid.Farm does not believe the remedies in Section 13.5(a) are commercially reasonable, then Rapid.Farm at its sole discretion may suspend or terminate Customer’s use of the impacted Services.
    25. Sole Rights and Obligations. Without affecting either Party’s termination rights, Section 13 states the Parties’ only rights and obligations under this Agreement for any third party’s Intellectual Property Rights Allegations and Third-Party Legal Proceedings.
    26. Miscellaneous
      1. Notices. All notices must be in writing. The email address for notices being sent to Rapid.Farm’s is support@Rapid.Farm. Notice will be treated as given
      2. Assignment. Neither Party may assign any part of this Agreement without the written consent of the other Party, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
      3. Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
      4. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
      5. .No Waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
      6. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
      7. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does
      8.  Equitable Relief. Nothing in this Agreement will limit either Party’s ability to seek equitable relief.
      9. Governing Law; Arbitration. All claims arising out of or relating to this Agreement or the Services shall be governed by American law, and conflict of laws shall not apply. Any controversy or claim, whether based on contract, tort or other legal theory (including, but not limited to, any claim of fraud or misrepresentation) but not including claims for injunctive relief, arising out of or related to this Agreement shall be resolved by arbitration Israel pursuant to this Section 14.9 and the then-current rules and supervision of the Israel  The duty to arbitrate shall extend to any officer, employee, agent, or subsidiary making or defending any claim which would otherwise be subject to arbitration hereunder. The arbitration shall be held in Israel before a single arbitrator who is knowledgeable in the business. If the Parties are unable to agree on one arbitrator then each Party shall select an arbitrator, the two arbitrators so chosen shall jointly select a third arbitrator, and the third arbitrator so chosen shall become the sole arbitrator hereunder. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction thereof. The arbitrator shall not have the power to award punitive or exemplary damages. Each party shall bear its own attorneys, accountants, and other professional and/or expert fees and costs associated with the arbitration, and other costs and expenses of the arbitration shall be borne as provided by the rules of the American Arbitration Association. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses and attorney’s fees which are reasonably incurred by the other party. If any portion of this Section 15.10 is held to be unenforceable, it shall be severed and shall not affect either the duty to arbitrate hereunder or any other part of this Section 13.10
      10. Amendments. Except as set forth in Section 1.6(b) or (c), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
      11. Survival. The following sections will survive expiration or termination of this Agreement: 2, 3, 5, 7, 8.5, 11, 12, 13
      12. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL.
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