Ukko Privacy Policy

Ukko Agro Terms and Conditions

These Terms and Conditions (the “Agreement“) set out the provisions pursuant to which Ukko Agro Inc. (“Ukko Agro“) will provide to the Client access to the Ukko Agro’s proprietary software platform and related services.

1. INTERPRETATION.

   In addition to those capitalized terms defined throughout these terms and conditions, the following terms shall have the following meaning:

   1. “Client Data” means Client’s data that is uploaded to or collected through the Platform.

   2. “Intellectual Property Rights” or ” IPR” means all intellectual property rights wherever in the world, whether registrable or not, registered or unregistered, including any application or right of application for such rights, including copyright and related rights, software, code, data, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, ideas, improvements, inventions, patents, and any other rights that would be considered intellectual property rights.

   3. “Order Form” means the purchase order or other similar document, in written or electronic form, entered into between Client and Ukko Agro in respect of Client’s purchase of the Services.

   4. “Platform” means Ukko Agro’s proprietary pesticide management software platform.

   5. “Services” means the provision of access to the Platform and any training and/or support services that may be provided by Ukko Agro to Client under this Agreement.

   6. “Initial Term” means the period set out in the Order Form.

2. NO ADVICE (DISCLAIMER)

   The Services being provided by Ukko Agro to Client and the information on the Platform is for information purposes only and does not constitute farming advice. Ukko Agro will not be liable to Client for any losses or damages, including loss of profits, crop loss or any other losses resulting from Client’s use of the Platform and Services. CLIENT ASSUMES ALL RISKS IN RESPECT TO ITS USE OF THE PLATFORM AND SERVICES DURING THE TERM.

3. PLATFORM LICENSE.

   1. Provision of Service. Conditioned on the provisions in this Section 3 and the other terms and conditions of this Agreement, Ukko Agro hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Term for Client’s use (the ” License“).

   2. Restrictions. Client shall not (and shall not allow any third party to): (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform; (ii) circumvent any user limits or other timing or use restrictions that are built into the Platform; (iii) remove any proprietary notices, labels, or marks from the Platform; (iv) frame or mirror any content forming part of the Platform; or (v) access the Platform in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform

   3. Audit Rights. Ukko Agro shall have the right to use the capabilities of the Platform and third-party services to confirm the number of users using the Platform and Client’s compliance with this Agreement.

4. FEES

   1. Fees. Client shall pay the Platform License fees and any other Services fees, as set out in Order Form, if applicable, plus any applicable taxes (collectively, “Fees“).

   2. Payment. Client shall pay all Fees, including any applicable taxes, within 30 days of execution of this Agreement by wire transfer or cheque.

5. PROPRIETARY RIGHTS.

   1. Exclusive Ownership . Except for the rights and licenses granted in this Agreement, Client acknowledges and agrees that any and all Intellectual Property Rights (“IPR“) to or arising from the software, technology and database used to provide the Platform and Services shall remain the exclusive property of Ukko Agro and its licensors. Nothing in this Agreement is intended to transfer any such IPR to, or to vest any such Intellectual Property Rights in, Client. Client is only entitled to the limited use of the IPR granted to Client in this Agreement. Client will not take any action to jeopardize, limit or interfere with Ukko Agro’s IPR.

   2. Client Data . As between Client and Ukko Agro, Client owns and retains ownership of all Client Data. Client hereby grants Ukko Agro a perpetual, worldwide, royalty-free, and non-exclusive license to access, use, store and process Client Data in order (i) to provide the Services; (ii) improve and develop the Platform and Services for both Client and Ukko Agro’s other clients and prospective clients; and (iii) generate Statistical Data, as defined below.

   3. Analytics. Client acknowledges and agrees that Ukko Agro compiles and analyzes Client Data to create useful, aggregated information about client service delivery and performance and accordingly Ukko Agro requires the right to generate data about the use and operation of the Platform and delivery of the Services, from reports generated pursuant to this Agreement and raw Client Data (“Statistical Data“). Client hereby grants Ukko Agro a perpetual, worldwide, non-exclusive, royalty-free license to create Statistical Data from Client Data and combine it in whole or in part with data derived through the use of the Services and with other data at Ukko Agro’s discretion. For the avoidance of doubt, Statistical Data will not include any raw Client Data, including any personal information, and will not be distributed in a manner which identifies Client. Ukko Agro shall have exclusive ownership of any Statistical Data and the exclusive right to use the same for any purpose without restriction.

   4. Suggestions . Ukko Agro shall exclusively own any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the Platform and operation of the Services during the Term (“Suggestions“). Client hereby assigns all right, title and interest in any Suggestions, including any IPR therein, to Ukko Agro. Client hereby irrevocably waives all moral rights it may have in any Suggestions.

6. CONFIDENTIALITY.

   1. Definition of Confidential Information. As used in this Agreement, ” Confidential Information” means all confidential and proprietary information of a party (the ” Disclosing Party“) disclosed to the other party (the “Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

   2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.

   3. Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner as it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

   4. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

   5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies may be inadequate.

7. DISCLAIMERS

   1. DISCLAIMER. THE PLATFORM AND SERVICES ARE PROVIDED BY UKKO AGRO TO CLIENT ON AN ‘AS IS’ BASIS. UKKO AGRO MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THE PLATFORM OR SERVICES. UKKO AGRO (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS AND SUBCONTRACTORS) DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, DURABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. UKKO AGRO (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS AND SUBCONTRACTORS) DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM AND SERVICES WILL MEET ANY OR ALL OF CLIENT’S PARTICULAR REQUIREMENTS, THAT THE PLATFORM WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SERVICE CAN BE FOUND OR CORRECTED.

8. INDEMNITY AND RELEASE

   1. Client agree to indemnify, defend and hold harmless Ukko Agro its shareholders, members, principals, partners, owners, transferees, directors, managers, officers, employees, servants, successors, agents, attorneys, distributors, vendors, suppliers and representatives (collectively, the ” Ukko Agro Parties“) from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from: (i) Client’s use of and access to the Platform and Services; and (ii) Client’s violation of any of the terms of this Agreement.

   2. CLIENT HEREBY WAIVES, RELEASES, AND IRREVOCABLY DISCHARGES the Ukko Agro Parties from any and all actions, causes of action, liabilities, suits, debts, obligations, dues, accounts, bonds, covenants, contracts, claims, demands, indemnities, losses, costs (including professional fees), damages and proceedings whatsoever, whether in law or in equity, which Client has ever had or may hereafter have, whether known or unknown, including but not limited to, liability arising from any acts or omissions of any kind, misconduct, negligence or fault of the Ukko Agro Parties or of a third party, which cause any death, disability, personal injury, or property damage to Client or a third party during Client’s use of the Ukko Agro Platform and Services.

9. LIMITATION OF LIABILITY.

   IN NO EVENT SHALL UKKO AGRO BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR ECONOMIC DAMAGES INCURRED OR SUFFERED BY CLIENT ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF UKKO AGRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE TOTAL LIABILITY OF UKKO AGRO FOR ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, OR TO ANY ACT OR OMISSION OF UKKO AGRO, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED $100 USD.

   THE PRODUCT INFORMATION DISPLAYED IN THESE SEARCH RESULTS IS PROVIDED “AS IS” WITHOUT WARRANTY EXPRESS OR IMPLIED, AND FOR INFORMATION PURPOSES ONLY. ALTHOUGH WE ENDEAVOR TO PRESENT CURRENT AND ACCURATE INFORMATION, SEARCH RESULTS CONTAIN INFORMATION CREATED AND MAINTAINED BY A VARIETY OF EXTERNAL SOURCES THAT MAY NOT BE CURRENT OR COMPLETE. WE DO NOT CONTROL, MONITOR OR GUARANTEE THE TIMELINESS OR ACCURACY OF THE INFORMATION PROVIDED BY SUCH EXTERNAL SOURCES. INCLUSION OF A PRODUCT IN A SEARCH RESULT DOES NOT CONSTITUTE OUR ENDORSEMENT OF THAT PRODUCT. IT IS YOUR RESPONSIBILITY TO REVIEW THE OFFICIAL MANUFACTURER PRODUCT LABEL INFORMATION, APPLICABLE REGULATIONS, AND OTHERWISE RESEARCH THE ACCURACY COMPLETENESS AND USEFULNESS OF ALL INFORMATION, CLAIMS AND OPINIONS CONTAINED IN THESE SEARCH RESULTS. IN NO EVENT WILL WE OR OUR DATA PROVIDERS BE RESPONSIBLE OR LIABLE DIRECTLY OR INDIRECTLY FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY INFORMATION CONTAINED IN THESE SEARCH RESULTS, INCLUDING INFORMATION THAT IS OUTDATED OR INCORRECT. THE SEARCH RESULTS ARE PROVIDED UNDER A LIMITED NON-EXCLUSIVE, REVOCABLE, NONTRANSFERABLE LICENSE, AND MAY NOT BE REDISTRIBUTED OR USED TO DEVELOP A STAND-ALONE DATABASE. FURTHER, THE SEARCH RESULTS MAY INCLUDE MATERIALS COVERED BY REGISTERED COPYRIGHTS AND TRADEMARKS. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY THE INTELLECTUAL PROPERTY OWNERS. IN NO EVENT SHALL THE LIABILITY OF CDMS OR UKKO AGRO, ITS OFFICERS, DIRECTORS AND AGENTS HEREUNDER EXCEED $100 USD IN THE AGGREGATE.

10. TERMINATION.

    1. Material Breach. Ukko Agro may, by notice in writing to Client, terminate this Agreement in the case of a material breach by Client which has not been cured to Ukko Agro’s satisfaction within ten (10) days of a written request for the same.

    2. Expiration . Upon termination, Client’s license and access to the Services and Platform shall be terminated unless otherwise agreed in writing between the Parties.

    3. Effect of Termination. Upon termination, Client will have no further rights to access the Platform or Services. Each Party agrees that it will destroy any Confidential Information disclosed to it by the other Party within 10 days of termination. The following terms will survive termination of this Agreement: Sections 5 (Proprietary Rights), 6 (Confidentiality), 7 (Disclaimer), 8 (Indemnities) and 9 (Limitation of Liability).

11. GENERAL.

    Neither Party may assign or transfer its interest in this Agreement without the written consent of the other Party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, Ukko Agro may assign this Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties hereto. This agreement is governed by the laws in effect in the province of Ontario and constitutes the entire agreement between the Parties with respect to the subject matter herein. The provincial and federal courts located in Toronto, Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. No partnership shall be deemed to have been created between the Parties. All additions or modifications to this agreement must be made in writing and must be signed by both Parties. If any part of this agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of this agreement. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege. It is not intended that any agency or partnership relationship be created by this agreement.