GENERAL TERMS AND CONDITIONS FOR FARMB CLOUD SERVICES
These terms and conditions set out the terms and conditions under which farmB grants the Customer permission to access and use the Cloud Service provided, constituting the terms of the Cloud Service access and use license. These terms apply whenever the Customer, or persons entitled by the Customer, gain access and use the Cloud Service.
Unless otherwise specified below in these terms, the following (terms) words or expressions shall have the meaning set forth below:
- “Customer Data” refer to any content, material, data, and information that the Customer or its Authorized Users imports/import into the Cloud Service system or that the Customer or its Authorized Users create/creates from its use and stores in the Cloud Service. Customer Data does not include any Cloud Service component. Customer Data and its derivatives will not include farmB Confidential Information.
- “Subscription Period” refer to the initial Subscription Period and, if any, any Subscription renewal period of the Cloud Service specified in the Order Form.
- “Intellectual Property Rights ” refer to patents of any kind, design rights, utility models or other similar patents rights, copyrights and related rights, trade secrets, know-how or confidentiality rights, trademarks, trade names and trademarks for products or services and all other intangible property rights, whether or not registered, including applications (or rights of application) and registrations in any of the above, in any country, arising under statutory or customary law or under contract and, regardless of their degree of refinement, and whether they exist now or whether they will be submitted, issued, or acquired henceforth.
- “Confidential Information” refer to any information which the Disclosure Party protects against unrestricted disclosure to others which the Disclosure Party or its representatives identify it as confidential, internal and/or proprietary at the time of disclosure, or which should reasonably be regarded as confidential. at the time of disclosure given the nature of the information and the circumstances surrounding their disclosure.
- “Order Form” refer to the at-the-time applicable Cloud Service order document that states or / otherwise how it incorporates these general terms and conditions for farmB Cloud Services.
- “Authorized Reseller” refer to an entity with which farmB has been contracted and farmB has granted the right to resell the Cloud Service.
- “Authorized User” refer to a person to whom the Customer grants access authorization to use the Cloud Service and is an employee, contractor or representative of the Customer, or of the Business Partners of the Customer.
- “Business Partner” refer to an entity that has a transaction relation with the Customer and is required to use the Cloud Service in conjunction with the services offered to it by the Customer.
- “Use Measurement Unit ” refers to the measurement standard for determining the permitted use as well as for calculating the due prices that the Customer has to pay in return for the Cloud Service as defined in the Order Form.
- “Customer” term refers to the entity listed on the Order Form, which is contracted with either farmB or its Authorized Reseller to Subscribe to the Cloud Service.
- “Subscription” refers to the license/right to use the Cloud Service for a certain time period and for a price, in accordance with the current commercial policy of farmB.
- “Cloud Service” refer to any distinct, hosted, supported, and on-demand solution provided by farmB, which the Customer obtains for use either by farmB itself or by its Authorized Resellers, according to the Order Form.
- “Documentation” means the current technical and/or operational documentation of farmB related to the Cloud Service provided to the Customer.
- “farmB” refer to the Private Capital company with the name “farmB Digital Agriculture Private Capital Company” with the distinctive title “farmB P.C.” based in Thessaloniki (47 Doiranis str.), with TIN. 801445479, Tax Office: D ‘Thessalonikis’, No. GEMI 156997406000.
RIGHTS OF USE AND RESTRICTIONS
- Granting of Rights – During the Subscription period, and provided that the Customer and/or the Authorized Reseller (in case the Customer has purchased the Cloud Service from an Authorized Reseller of farmB) has paid farmB the price specified in the Order Form, farmB grants to Customer non-exclusive and non-transferable right to use the Cloud Service (including Documentation). The permitted uses and corresponding restrictions of the Cloud Service also apply to the Cloud Service-related Documentation.
- Authorized Users – Business Partners – The Customer can allow Business Partners and Authorized Users to use the Cloud Service. The use is limited to the volumes of Measurement Unit of Use mentioned in the Order Form. Cloud Service access credentials are unique and cannot be used by more than one person. Each Authorized User and Business Partner have their own access credentials, as they are created by the Customer. Customer is responsible for breaches of these Terms of Cloud Service that are caused by Authorized Users and Business Partners.
- Verification of Use – The Customer will monitor his/her own use of the Cloud Service and will report any use beyond the Use Measurement Unit volume. farmB can monitor usage to verify Customer compliance with the volume (measured in Use Measurement Unit) according to the Order Form.
- Suspension of Cloud Service – farmB may suspend or restrict the use of the Cloud Service if it deems that its continued use may result in material damage to the Cloud Service or to the Customer. farmB will immediately notify Customer for the suspension or restriction. farmB will limit the suspension or restriction in time and range as reasonably possible according to the circumstances.
- Mobile Access to the Cloud Service – Authorized Users can also access the Cloud Service through mobile applications. In the case of access through mobile applications acquired by third-party Internet services (such as Android or Apple application stores) the use of mobile applications for access to the Cloud Service may be governed by the Terms and Conditions set forth in download/access the mobile application, in addition to these terms.
- Provision of Services – Except for ordinary or emergency maintenance periods, during which Cloud Service may be temporarily unavailable, farmB is obligated to provide maintain availability of Cloud Service and is responsible for its operation.
- Security – farmB will implement and maintain appropriate technical and organizational measures to protect any personal data that may be processed as part of the Cloud Service, in accordance to the applicable law for personal data protection.
- As the Cloud Service evolves, farmB can improve or modify the Cloud Service. This includes removing a functional feature from the Cloud Service. In such a case, farmB will either provide an equivalent function or its removal won’t affect essentially the basic functionality of the Cloud Service. Any new functionality beyond the original scope of the Cloud Service may be subject to additional terms and / or use of this additional functionality by the Customer may require additional payment for granting license of use.
- Notification of Modifications
- farmB will inform the Customer about changes in the Cloud Service with a sufficient advance notice period.
- In case of a justified removal of Cloud Service functional features without providing an equivalent functional feature, farmB will inform the Customer with a three (3) months advance notice period.
- Termination by Customer
If a modification substantially degrades the overall functionality of the affected Cloud Service, the Customer may request termination of her/his Subscription for the affected Cloud Service by providing a written notification to farmB within one (1) month of the corresponding notification sent by farmB for the functionality discontinue. If farmB does not receive a timely notice, Customer is considered to have accepted the modification.
CUSTOMER DATA AND PERSONAL DATA
- Customer ownership and responsibilities
- Customer holds all rights to Customer Data
- The Customer is responsible for Customer Data and their input to the Cloud Service. If these include personal data, Customer guarantees that they have been collected and being processed.
- Customer grants farmB (including its subcontractors) a non-exclusive right to process and use Customer Data to provide and support the Cloud Service.
- The Customer will collect and process all personal data (including personal data of her/his Business Partners) contained in the Customer Data in accordance to applicable laws on privacy and protection of personal data.
- Access to Customer Data
- Within the Subscription Period, the Customer can access his/her Customer Data at any time, except for when the Cloud Service is not available, in which case the Customer Data are temporarily inaccessible.
- When the Subscription Period ends or is terminated, farmB will delete Customer Data that remain on the servers hosting the Cloud Service, unless applicable law requires their retention. The retained data are subject to confidentiality provisions of the Agreement.
- The Customer will fully compensate farmB, its representatives and/or their Authorized Resellers and their representatives in the event of a third party raising claims against them that are directly or indirectly related to Customer Data.
FARMB RELATIONSHIP WITH AUTHORIZED RESELLERS DATA
- Non-Payment by the Authorized Reseller – If the Authorized Reseller fails to pay for the use of the Cloud Service by the Customer, farmB may in its sole discretion suspend the use of the Cloud Service by him/her until payment comes through. farmB will provide Customer with prior written notice before each suspension. If due payments are not made on time, interest will be charged at the running maximum default interest rate.
- Termination of cooperation with the Authorized Reseller / or cancellation of orders related to the Customer – In the event that (a) the Authorized Reseller withdraws / cancels an order related to the Customer (b) farmB cancels an order received from an Authorized Reseller for the use of the Cloud Service by the Customer (c) the cooperation of farmB is terminated with the Authorized Reseller to whom it has granted the right to resell the Cloud Service, farmB can (depending on the Customer’s wish) either provide the Cloud Service itself by entering into a contract with the Customer or refer the Customer to another Authorized Reseller
DURATION AND EXPIRY
- Duration – The Duration period of the Subscription is specified in the Order Form
- Expiry – At the effective date of the end of the Subscription Period, the Customer’s right to use the Cloud Service will expire.
- Termination / Termination of the Subscription
- Any party can terminate the Subscription effectively stopping the use of the Cloud Service:
- for an important reason, providing prior written notice of thirty (30) days in case of substantial violation of any provision of these terms (including the inability of the Customer for due payments, according to the Order Form) unless the party in violation has remedied that infringement during this period of thirty (30) days.
- immediately if the other party is dissolved, insolvent, liquidated, specially liquidated, compulsorily managed, files for bankruptcy or conciliation, or falls into any similar situation which would have similar effects.
INTELLECTUAL PROPERTY RIGHTS
- Intellectual Property Rights of farmB
- In addition to the Cloud Service rights expressly granted to Customer, in accordance with these terms, farmB holds all Intellectual Property Rights in:
- Cloud service,
- Documentation, and
- Any derivatives thereof.
- In addition to the rights expressly granted to the Customer, the Customer (and respectively any Authorized User or Business Partner will not:
- copy, translate, disassemble, decompile, reverse engineer, create derivative works, analyze or modify the Cloud Service (or attempt any of the above);
- import, store or transfer any content or data within the Cloud Service in violation of the law (indicative and not restrictive of the law on personal data, etc.);
- use the Cloud Service to create or produce a product or service that competes with the Cloud Service;
- take any action that circumvents or endangers the operation or security of the Cloud Service.
LIMITATION OF LIABILITY
- Cloud Service Liability Limits – To the maximum extent permitted by Greek Law, the total liability of farmB to the Customer or any third party for any damages arising during and from the Subscription will not exceed the corresponding price paid for the Cloud Service received within the respective period of the claim incurring event. Customer accepts that the price for the Cloud Service has been set considering the relevant limitation of farmB’s liability and acknowledges and accepts that without the relevant restriction farmB would not be willing to grant the Customer access and license of use to the Cloud Service.
- Exclusion of Liability for Damages
- In each case:
- farmB is not liable to the Customer for any special, ancillary, consequential or indirect losses, lost profits;
- farm B is not liable for any damages caused by any Cloud Service provided free of charge.
- Denial of responsibility – Unless otherwise stated in a contract that farmB itself has entered into with the Customer, farmB does not provide any guarantee of marketability, suitability, originality or capacity for a specific use or purpose, or that the operation of the Cloud Service is uninterrupted or error free. Customer acknowledges that the availability of the Cloud Service is affected by the availability of third-party providers that host the infrastructure for the operation of the Cloud Service (indicative and not restrictive from Amazon, Google, etc.), third-party Cloud services functionality (e.g. ESA) as well as interconnected hardware functionality (e.g. meteorological stations) and may also be affected by communications networks, or by other causes that do not fall within the reach of farmB or are due to accidental events or events force majeure.
- Use of Confidential Information
- The recipient must:
- preserce confidentiality of all Confidential Information disclosed by the notifying party and take measures to protect the Confidential Information of the notifying party which are substantially similar to the measures taken by the consignee himself to protect his own such Confidential Information;
- not disclose any Confidential Information of the disclosing party to anyone other than whose representatives access is necessary to enable it, to exercise its rights, or perform its obligations under these Cloud Service terms and which are subject to a confidentiality agreement substantially equivalent to those of this Section 9, and;
- not use or reproduce any Confidential Information of the disclosing party for any purpose other than the scope of the Cloud Service, Customer will not disclose any information about the Cloud Service to any third party.
- Mandatory Disclosure – The recipient may disclose the Confidential Information of the notifying party to the extent permitted by law, court decision or regulatory framework, provided that the recipient making such disclosure makes reasonable efforts to provide the notifying party with advance notice period prior to such a disclosing event (to the extent permitted by law) and provide reasonable assistance in challenging such disclosure, upon request and at the expense of the notifying party. The recipient and his representative will put reasonable professional effort to disclose only the part of the Confidential Information that is legally required to be disclosed and will request confidential treatment of all Confidential Information disclosed in this way.
- Restrictions on the use or disclosure of Confidential Information will not apply to any Confidential Information that:
- are produced independently by the recipient without the use or reference to the Confidential Information of the notifying party;
- have been made generally known or made available to the public without any act or omission on the part of the consignee;
- upon disclosure the recipient is free from confidentiality restrictions;
- have been lawfully obtained without restriction by the recipient from a third party entitled to provide such Confidential Information, or;
- the notifying party agrees in writing that it is free from confidentiality restrictions.
- Destruction & Extraction of Confidential Information
- At the request of the notifying party or the effective date of the end of the Subscription Period, except to the extent that it is legally entitled or required to retain the Confidential Information, the recipient will destroy or extract and provide immediately to the notifying party, at the disclosure party’s choice, all data containing Confidential Information of the notifying party and every copy, whether reproduction, summary or excerpt thereof or based on them (either in hard copy or by intangible media), provided, however:
- that if legal proceedings have been instituted to request the disclosure of the Confidential Information, the material in question will not be destroyed until the proceedings have been settled or an irrevocable decision has been taken and;
- that the Recipient, in conjunction with Upcoming Liabilities, will not be required to identify or delete the Confidential Information retained in a file or backup systems in accordance with the General Systems Archiving or Backup Policies.
APPLICABLE LAW – JURISDICTION – FINAL PROVISIONS
- These terms and conditions are governed by the provisions of Greek law, as they apply and are interpreted in accordance with the rules of good faith, transactional ethics and the economic and social purpose of the law. The invalidity of a specific term does not affect the validity of the other terms, although it automatically ceases to be valid.
- Any omission of a specific right or condition by farmB arising from these terms does not constitute or can be construed as a waiver thereof.
- Competent courts for the resolution of any dispute arising from these terms are designated exclusively by the Courts of Thessaloniki