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This document governs the terms and conditions ("Terms and Conditions") of access and use by users ("Users") of the service, as better specified below, ("Service") offered by xFarm Technologies Italia S.r.l, headquartered at Via Lanza 29, Valmacca (AL) 15040, P.Iva IT02594980068 ("xFarm Technologies Italia S.r.l." or "Provider"), by means of its digital platform usable by Users via mobile application ("App") or the website accessible at https://xfarm.ag// ("Site") owned by xFarm Technologies Italia S.r.l.
Terms and Conditions define the relationship between xFarm Technologies Italia S.r.l. and its Users and apply to any contract entered into by the Parties for the provision of the Services offered by the Provider ("Contract"), which constitutes the entire agreement between xFarm and its Users and which is finalized by registration via App or the Site and which applies to all purchases of Forms, as better defined below, made through theApp or the Site.
You acknowledge that these Terms and Conditions of Use set forth only the terms of the Agreement between the Provider and You and do not relate to Your relationship with any other provider of a app store or distribution platform from which You download the 'App ("App Store").
The current version of the Terms and Conditions contains the only terms and conditions applicable to xFarm Technologies Italia S.r.l.'s relationship with you.
If any part of the Agreement cannot be enforced, this and will in no way affect the legality, validity and effectiveness of the rest of the Terms and Conditions of Use.
If the User does not comply with the Terms and Conditions and xFarm Technologies Italia S.r.l. does not take immediate action, this does not mean that xFarm Technologies Italia S.r.l. has waived any rights and may still take action in the future.
xFarm Technologies Italia S.r.l. may revise these terms of use from time to time, but the most current version will always be found at www.xfarm.ag
If you have any questions regarding these terms of use, you may contact xFarm Technologies Italia S.r.l. at info@xfarm.ag.
These Terms of Use were last modified on 10/11/2020
1. Definitions
Except for terms elsewhere defined in the Contract, the following terms and expressions have the meanings set forth below:
1.1 "App" means the mobile application known as "xFarm" that is made available by xFarm Technologies Italia S.r.l. through web, Google Play Store and Apple App Store.
1.2. "Data" means all information that can be traced back to the User and the use of the Service. This information includes Personal Data.
1.3. "Personal Data" means the information that identifies or makes identifiable, directly or indirectly, a natural person and that can provide information about his or her characteristics, habits, lifestyle, personal relationships, health status, economic situation as indicated by Art. 4 Reg. (EU) 2016/679.
1.4. "Provider" means xFarm Technologies Italia S.r.l., owner and operator of www.xFarm.ag and the software xFarm, in whatever form it is offered (web app, mobile app or any other form). Within this document the terms "Provider" and "xFarm" identify the same entity.
1.5. "Hardware" means electronic "IoT" systems aimed at collecting environmental or mechanical data and transmitting them to the User and to xFarm with the sole purpose of providing the User with targeted services; actuators for remote control of agricultural systems.
1.6. "Service" means the User's remote access to and use of management programs made available to and operated by the Provider including information, alert, suggestion, reporting, and communication services that are offered using the data collected through the software, hardware, and channels created with the partners of xFarm.
1.7. "Software" means a set of tools developed by xFarm to enable or facilitate business registration, digital tracking, business management, and business operations.
1.8. "User" means the person who will use the Service offered by xFarm.
2. Description of Service.
2.1. xFarm, as part of its business, produces and offers to the market, on its own and through its group companies, through a cloud-based information technology platform ("Platform") solutions for the digitization of farms and services for agriculture as well as innovative devices and tools.
2.2. xFarm, as the licensor of the Platform, will not charge any fees for access to the Service except in the case of activation of solution offerings and software modules ("Modules") as well as IoT Hardware devices and sensors ("Devices") whose generated data can be integrated into the Modules and for which it may charge the user a subscription fee.
2.3. The Service allows processing the information provided by the User in order to improve the management of its agricultural activity. All information collected will be used in the interest of the User in order to be able to give useful tools for the management of its activities.
3. Registration process
3.1 Registration for the Service is through the Site or App and includes acceptance of these Terms and Conditions.
3.2 In order to use the Software, Hardware and Service of xFarm, the User must provide a set of data and information in order to be able to take full advantage of the resources offered by the Provider. The User agrees not to impersonate another person or entity, use fictitious names, or provide incorrect information regarding his/her connection to persons or entities.
3.3 When registering, the User provides the Platform with certain data via the forms on the Site or at App, such as:
- Personal identifying and biographical data (e.g., first name, last name, social security number)
- Contact information (e.g., e-mail address and phone number)
3.4 When purchasing individual Modules, xFarm will ask you to provide details for a valid payment method. By proceeding with the purchase, the User authorizes xFram to charge the purchase price related to the Module (the"Purchase Price") through the payment method chosen by the User and confirms that the payment details provided are valid and correct. The User imputes in the forms on the Platform the credit card information will be provided processed directly by a third party payment service provider pursuant to applicable regulations.
3.5 When downloading the application xFarm, some additional information (such as the unique system identifier used by the User or the IP address of connection) may be recorded.
3.6 In order to use the Service, the User agrees to:
- Provide the information requested during the registration process ensuring that it is current, complete and true ("Registration Data");
- Promptly and continuously update the Registration Data so that it is always current, complete and true.
3.7 If the User provides false, inaccurate, not current or incomplete information, or if Provider believes, based on base its own discretionary evaluation, that the information provided by the User is false, inaccurate, not current or incomplete, Provider shall nevertheless have the right to temporarily or permanently deactivate the account of the User in question and prevent the User from any subsequent use of the Service.
3.8 The User agrees and agrees that if the User provides false, inaccurate, not current or incomplete information or if the Provider finds, in base its own discretionary evaluation, that the information provided is false, inaccurate, not current or incomplete, the Provider shall have the right to make the effectiveness of the Contract conditional on the verification of such data by notifying the User by e-mail.
3.9 The User is solely responsible for updating its Data and information and hereby acknowledges that no liability can be ascribed to the Provider for any consequences resulting from failure to update.
3.10 You acknowledge that your Platform access credentials are personal and confidential you must keep them secret, not share them with anyone, and not allow third parties to access the Platform and the Service with your credentials.
3.11 You acknowledge that sharing your credentials results in a violation of the Terms and Conditions.
3.12 You acknowledge that all costs arising from your use of the Service, IoT Devices, and connection to the Platform remain your sole responsibility.
4. Limitations of the Service
4.1 The Provider holds the right of final decision about granting the User access to the Services.
4.2 The Provider reserves the right to refuse the request for services from Users without explanation.
4.3 The Provider reserves the right to restrict or revoke access to xFarm and its services if it detects misuse by the User.
4.4 Without prejudice to the commitment to provide the Service with reasonable care and diligence and to the best of its ability, the activities of the Provider are governed by the following: a) the Provider does not guarantee that the Service may not suffer interruptions and/or changes due to ordinary maintenance or renewal of the equipment or due to sudden failures of the Platform; b) the Provider guarantees to employ the best technologies known to it for everything related to the security of the User's data.
4.5 The Provider and the User mutually acknowledge the circumstance that the above suspensions or disconnections are made necessary by the type of services provided by the Provider and that, therefore, the Provider cannot be held responsible in any way for the temporary disabling of services.
4.6 The User acknowledges that the Provider is in no way responsible for any inaccessibility or operation of the Service due to malfunctions of the Internet network and/or connection to it.
4.7 You agree that the entire risk arising from your decision to use the Service, and any other services required in connection therewith, remains solely with you, to the extent permitted by applicable law. xFarm does its best to ensure that all elements of the Service requiring a connection to the Internet are available to you at all times. However, due to the very nature of the Internet and technology, such features of the Service may not be available should there be a need to undertake scheduled or emergency maintenance work on the systems at xFarm.
5. Commitments by the User
5.1. You agree to use the Service, IoT Devices and Platform in accordance with the Terms and Conditions.
5.2. The User shall be liable for any consequential damage and/or arising from and/or relatable to the Service and/or the IoT Devices and/or the Platform and shall indemnify and hold the Provider harmless in case the latter suffers damage from the User's use.
5.3. The User guarantees that the use of the Service and any material entered through the Service itself does not violate any Italian or European Community law. In particular, the User warrants that said material does not infringe or violate any copyright, trademark, patent, or other legal or customary right of any third party.
5.4. It is expressly forbidden to use the Service to contravene or cause to contravene in a direct or indirect way the current laws of the Italian State or any other State of the European Union, including materials, documentations or computer programs that may provide information or support for the aforementioned violations. In the event of contravention of the aforementioned prohibitions, the Supplier shall suspend the Service, without thereby being obliged to repay, even in part, the price thereof and without prejudice to any other action of recourse against those responsible for said contraventions.
5.5. The User is also responsible for the selection and use of any other type of program, machine, or service that he or she will use to take advantage of the Service and the Platform, as well as for the regular updating of the operating systems concerned with the optimal functioning of such programs.
5.6. User represents and warrants that:
5.6.1. not attempt to circumvent, disable, compromise, or interfere in any way with the security features of the Service;
5.6.2. not modify, interfere with, intercept, disrupt, or "hack" the Service;
5.6.3.Do not misuse the Service by knowingly introducing viruses, Trojans, worms, logic bombs or other materials that would damage the Service or any equipment used by xFarm to provide the Service;
5.7 It is the exclusive responsibility of the User to have adequate technical and operational preparation both with regard to the general use of the Service, the IoT Devices and the Platform, and with regard to the knowledge of the procedures to be performed with particular reference to the operating modes required by the programs themselves.
5.8. The Service is for the exclusive use of the User and is not extendable and/or transferable to third parties whether natural persons and/or legal entities.
5.9. You may not sell or otherwise make available the Service, any part of the Service or content made available through the Service to others unless you obtain written consent from Provider, which may transfer its rights and duties to a third party in its sole discretion.
5.10 Failure to comply with this paragraph 5 constitutes a serious breach of the Contract and may result in the taking of all or any of the following actions (with or without notice):
5.10.1 . immediate temporary or permanent revocation of the user's right to use the Service;
5.10.2 . immediate, temporary or permanent removal of any of the User's content;
5.10.3 . sending a warning to the User;
5.10.4 . legal action against the User, including claims for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) arising from the violation; or
5.10.5 . disclosure of such information to law enforcement agencies as reasonably deemed necessary by xFarm.
5.11 The responses described in Section 5.10 are not exhaustive, and xFarm may take any other action it deems reasonably appropriate.
6. Limits of liability on the part of the Supplier
6.1. The User acknowledges and recognizes that no liability can be attributed to the Provider:
6.1.1. regarding the suitability or adequacy of the Service, the Iot Devices and/or the Platform in relation to the achievement of specific goals or outcomes by the User;
6.1.2. in the event of economic, commercial, direct or indirect damages of any nature that the User may, or third parties may, suffer, in connection with or dependent on the use of the Service, the Iot Devices and/or the Platform;
6.1.3. for direct or indirect damages of any nature whatsoever that the User may, or third parties may, in any way suffer, in connection with or dependent on this agreement, including those resulting from the use, or failure to use, the procedures and from errors therein;
6.1.4.in the event of User's own failure to use the Service, Iot Devices and/or the Platform.
6.2. Without prejudice to the mandatory limits of the law as well as what has been agreed upon in point 6.1 above, the User acknowledges that the maximum limit of the Supplier's liability for ascertained damages of any kind and for any reason consequent to and in any way connected with the Service, shall be the reimbursement of the amount paid by the User equal to one quarter of the annual fee, excluding the right to compensation for any greater damages.
6.3. In any case, Provider may provide third parties with information in aggregated and anonymized form that does not identify the User. For more information regarding the processing of personal data by xFarm, please refer to the Privacy Policy of the site and of the Provider'sapp
6.4. The Provider shall not be liable in any way for damages caused by third parties using the Service, including, but not limited to, persons committing intellectual property infringement, defamation, or any other action against the User.
6.5. Supplier shall not be held liable for any delay or failure to perform the Service resulting from causes that are beyond its reasonable control as caused by force majeure or other circumstances beyond the reasonable control of the party, including but not limited to fire, flood, earthquake, natural disaster, or other acts of God, terrorist attacks, insurgent attacks, civil unrest, embargoes, governmental or similar actions, general strikes, lockouts, embargoes, and orders of public authority.
7. Use of the license
7.1. The Provider grants the User a limited, non-exclusive license to use the software xFarm, which excludes all ownership rights.
7.2. Downloading and installation of any App xFarm (web or mobile) is done under the same non-exclusive license.
7.3. The provision of services by the User to third parties using all or part of xFarm is prohibited, unless written consent is obtained from the Provider.
7.4. You are not authorized to sell or offer, in any form, all or any part of the Provider's Service to anyone unless you have written consent from the Provider.
7.5. Attempts to perform complete or partial copying, reverse engineering of any software, hardware or service of the Supplier are strictly prohibited, unless written consent is obtained from the Supplier.
7.6. The use of the Provider's Software, Hardware and/or Service implies the full responsibility of the User not to infringe any intellectual property of the Provider.
7.7 The User is expressly prohibited from accessing xFarm through a VPN or proxy server.
7.8. The Service may offer communication channels that directly connect the User with operators in the agricultural sector. The Provider is not responsible for the information that will circulate through those communication channels, which are managed by the different operators. It is incumbent on the User to inquire about the terms of use and privacy policy applied by third-party service providers.
7.9 The Provider shall not be liable for any damages or losses arising from the use of content, products or the Service made available on or through third party portals.
7.10. The User shall not engage in activities to use the trademark xFarm, to impair or weaken the rights of the Trademark Provider and to claim rights to the trademark.
8. Contents
8.1. When the User submits content through the Platform, he/she warrants and assigns to Provider and its partners and representatives the ability, until revoked in writing, to use the same for analysis, storage and creation of content related to the provision of the Service.
8.2. The Provider reserves the right to add, edit and delete any content to/from its products and services.
8.3. Provider exercises no control over third party sites or the content of the services they provide or the policies they adopt in their delivery. Access to such third party sites or content is at your own risk and you should always read the third party's terms of use and privacy policy before using it.
9. Rights of use and intellectual property
9.1. All components, content and design details related to the Service and Platform are the property of Provider and/or the Group to which it belongs, and subject to intellectual property and trademark rights. The User agrees not to copy, reproduce, modify, prepare derivative works from, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the content, information and materials set forth on App or related to the Service nor to decompile, reverse engineer or disassemble the content, information and materials set forth onApp or related to the Service or related systems or networks, except as permitted by applicable law and unless written consent is obtained from the Provider. You agree not to access the Service through any interface other than one provided or authorized by Provider.
9.2. You further agree not to link, duplicate or frame any part of the content, information and materials reported on the Applications or related to the Services, use programs or scripts for the purpose of extracting, indexing, analyzing, or otherwise deriving data from any part of the content, information and materials reported onApp or related to the Service or unduly burdening or hindering the operation and/or functionality of any aspect ofApp and/or the Service or related systems or networks.
9.3 . The User is expressly prohibited from attempting to gain unauthorized access to or compromise any aspect of the content, information, and materials contained onApp or related to the Service or the related systems or networks of xFarm.
9.4. The use of software downloaded from the site is permitted only and only in accordance with the license rules for use issued by xFarm.
9.5. The Service may be used only by those who are 18 years of age or older. The Provider assumes no responsibility with respect to the use of the Service by individuals under the age of 18.
10. Payments and refunds
10.1. The Provider offers both free and paid subscriptions to its services. Paid services, offered by the Provider or by third parties, can be purchased with advance payment only by using a credit card or bank transfer. When the User subscribes to an annual subscription, his/her credit card will be charged the amount automatically each year, in advance, without further notice. The Provider reserves the right to change the annual rates at any time, but ensures that the User is promptly informed about the rate changes. If the purchase has been sealed through a separate contract, it will be governed by the details expressed therein.
10.2. Refer to what is agreed and written in the economic offer of the Contract for payment terms.
10.3. Delays in payment of more than 30 days may imply, at the discretion of the Supplier, termination of the Contract, who shall give notice by registered letter with acknowledgement of receipt of its intention to avail itself of the clause, and the termination effect shall occur as a result of receipt of such notice.
10.4 Please note that simply deletingApp xFarm from the device without cancelling the subscription does not terminate the User's subscription to the Modules.
11. Updates
11.1 xFarm is constantly updating and improving the Service to try to find ways to provide users with new and innovative features and services. Improvements and updates are also made to reflect changes in technologies, behaviors, and the way the Internet and the Service are used.
11.2. To this end, it may be necessary to update, reset, stop offering and/or support a certain part of the Service or a function related to the Service ("Service Changes"). These changes to the Service may affect your past activities in the Service, the features you use, and your Content ("Service Elements"). Any changes made to the Service may result in the deletion or reset of your Service Elements.
11.3. You agree that a fundamental feature of the Service is that changes will be made to the Service over time, and this principle is one of the foundations upon which your access to the Service is based. When a change is made to the Service, by continuing to use the Service the user automatically accepts that change. The user is always free to stop using the Service.
12. Duration, termination, cancellation, suspension, termination
12.1. The Terms and Conditions are valid for the duration of use of the Service, Platform and/or IoT Devices. The duration of the Service connected to the purchase of individual Modules is set at one (1) year with automatic renewal for another period equal to the expired period unless cancellation is notified to Provider by sending an email to the following address. In case of automatic renewal, xFarm will charge the User the applicable Purchase Price for the next one-year period. Prior to expiration, xFarm will inform User that the subscription to the Modules is about to be renewed. If the User does not wish to renew the subscription, the User must notify the User at least 24 hours before the expiration.
12.2. The User authorizes the Provider to charge its credit card for all charges corresponding to the renewed period.
12.3 If User wishes to terminate this Agreement, User shall execute an appropriate termination procedure by email. You may cancel your subscription to the Modules within 14 days of signing up (the "Cancellation Period"). If you cancel your purchase of the Modules during the Cancellation Period, xFarm will immediately refund the Purchase Price to you no later than 14 days from the date you give notice that you wish to cancel your purchase.
12.4. Provider reserves the right to suspend and/or discontinue the use of the Service and this without acknowledgment of any indemnification and/or compensation, if it becomes aware or determines, in its sole discretion, that the User has violated or is violating the requirements set forth in this Agreement, by notifying the User by e-mail.
12.5. The Supplier reserves all rights of recourse and/or indemnification or otherwise provided by law against the party responsible for said violations including the right to terminate the Contract.
12.6. In the event of termination, subject however to the Supplier's right to compensation for damages, no refund shall be due to the User.
12.7. Termination for any reason of this Agreement shall not terminate User's obligation to make payment of the Fee and any other amounts due and unpaid.
13. Applicable Law and Jurisdiction
13.1 For all disputes that may arise between the Parties regarding the interpretation, execution and termination of this Contract, the Court of Milan shall have exclusive jurisdiction.
13.2. These Terms and Conditions are governed by Italian law.
13.3. Pursuant to and in accordance with Articles 1341 and 1342 of the Civil Code, the User declares that he/she has carefully read, understood and specifically approves the contents of the following clauses: 4.Limitations of the Service; 5.Commitments by the User; 6. Limitations of Liability by the Provider; 7. License use; 8. Content; 8. Right of Use and Intellectual Property; 10. Payments and Refunds; 12. Duration, termination, cancellation, suspension, termination; 13. Applicable Law and Jurisdiction.
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