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Terms & Conditions

Last Updated: October 23, 2017

This End User License Agreement (this "Agreement") is a legal agreement between (i) you (either an individual or a single legal entity), and (ii) Precision Planting LLC and its Affiliates ("we", "us" or "Precision"). By using the Precision Software, which can be products sold by Precision, you represent and warrant (a) that you are at least 18 years of age or the age of majority where you reside, (b) that you are acting for business purposes, and (c) that you have the power and authority to enter into this Agreement, and you agree to be bound by these terms and conditions, including Precision's Privacy Policy. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you can bind such entity, in which case "you" or "your" shall refer to such entity.

Scope of this Agreement

This Agreement sets out how you can and cannot use the Precision Software provided or licensed to you by us, and what we will and will not do in connection with your use, as well as other important legal restrictions and obligations.

Your Use of the Precision Software

What you can do:

  • As long as you comply with the terms of this Agreement, you and the individuals who work for you can use the Precision Software for your internal use only in connection with your farming operations.
  • The software in the Precision Software is licensed, not sold, to you.

What you agree to do:

  • ensure that those individuals working for you comply with this Agreement
  • keep your account information up to date
  • manage all passwords for your authorized users and immediately notify us if you believe that your account is no longer secure

What you cannot do:

  • assign, transfer or sublicense this Agreement or the rights granted by us in this Agreement
  • sell, lease, lend, license, distribute, re-distribute, copy, publicly perform or display, transmit or publish any software in the Precision Software
  • modify, edit, adapt, alter, translate, adopt, transfer, enhance, disassemble, scrape (through spidering, crawling or the like), reverse engineer or decompile the software in the Precision Software or any code, script, or software forming any part of the software in the Precision Software
  • use the Precision Software other than as permitted under this Agreement, including but not limited to using them to:
    • develop, evaluate, validate or enhance any competitive product or service
    • create derivative works
    • make competitive comparisons
    • harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of anyone or to publish material that is false, defamatory, harassing or obscene
  • remove or modify any markings or notices of our or our licensors' proprietary rights
  • violate or circumvent, or attempt to do so, any Precision Software security feature
  • use or otherwise import, export or re-export the Precision Software in any way that violates any applicable laws or security programs
    • In particular, but without limitation, Precision Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Precision Software, you represent and warrant that you are not located in any such country or on any such list.

Precision's Rights and Obligations

What we may do:

  • We may provide updates, upgrades, releases and fixes to the software in the Precision Software.
    • You must install or use the most recent version of the software for the Precision Software and abide by any additional requirements.
    • We will try to notify you of any changes we make to the software for Precision Software, though this may not always be possible.
    • We will not be responsible in any way for use of an outdated version of software for Precision Software.
    • An update may result in a change, or discontinuation, of features of the Precision Software.
  • We may use your feedback for any purpose without restriction.

Your information and Data:

  • By uploading, inputting, transmitting, storing or otherwise making Data available to the Precision Software, you agree that we may use, display, perform, reproduce, modify and distribute such Data in connection with the Precision Software, and without any compensation paid to you.
    • We will collect, use and share your information in accordance with our Privacy Policy (as may be amended from time to time), which is incorporated by reference into, and made a part of, this Agreement.
    • We encourage you to read our Privacy Policy at http://www.agcocorp.com/privacy.html. We can also mail you a copy if you wish.
  • If you proactively choose to, you can give your Sales Representative and other third parties access to certain Data and Generated Data in your account.
    • You can provide or revoke such access at any time in your account settings or by sending an email to info@precisionplanting.com or a written Notice to us as set forth in the section entitled "Notice and Electronic Communications" below.
  • If any of your Data is generated or transmitted by or through any third party equipment, hardware or software products and you submit a product support request to us that relates to such third party equipment, hardware or software product, then we may share your Data with the provider of such equipment, hardware or software product solely as necessary to resolve that product support request, provided that such provider agrees not to use or disclose your Data other than to resolve that product support request.
    • If you do not want us to share your Data with the provider of any of your third party equipment, hardware or software products, please call Customer Support at 309-925-5050 or send an e-mail to info@precisionplanting.com or a written Notice to us as set forth in the section entitled “Notice and Electronic Communications” below. Please note that not allowing us to share your Data with the provider may make it more difficult for Precision or that provider to troubleshoot and resolve your issue effectively.

Digital Millennium Copyright Act:

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended).

Ownership

As between Precision and you, we are the sole owner of the software in the Precision Software, and all associated technology and intellectual property rights, and we reserve all rights in and to the software in the Precision Software. We do not grant you any rights or licenses under any of our technology or intellectual property rights, except as expressly granted in this Agreement.

Other important legal information

Limitations on liability and damages for use of Precision Software:

  • Use of the Precision Software is at your sole risk.
  • We do not promise that your use of the Precision Software will be uninterrupted or that the Precision Software will meet your requirements, be accurate or be error-free.
  • The Precision Software is provided "as is" and "as available", with all faults and without warranty of any kind, either express, implied or statutory, such as the warranties of yield response, merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment or non-infringement of third party rights, all of which are expressly disclaimed.
    • No oral or written information or advice given by us or our authorized third party representatives will create a warranty.
    • The disclaimers and exclusions in this Agreement will apply notwithstanding any failure of essential purpose of any limited remedy.
    • Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
  • Precision and our Affiliates and each of our respective employees, officers, directors, shareholders, agents, successors, licensors or subcontractors, will not be liable for any loss or damage, including, without limitation, damages for loss of profits, loss of crops or yield, loss of data, business interruption or any other damages or losses, incurred as a result of your use or inability to use the Precision Software or a decision made or any action taken by you in reliance on the Precision Software.
  • Certain features of the Precision Software may permit you to upload or otherwise make Data available to the Precision Software. You are solely responsible for your Data and the consequences of uploading or otherwise making Data available to the Precision Software.
  • We have no responsibility, and will incur no liability whatsoever, arising from or related to Data not owned by you or any disclosure or use of your Data or Generated Data by a third party that you have granted access to your Precision Software.
  • We are not responsible for any delays, limitations, delivery failures, losses or damages resulting from the transfer and transmission of data over communications facilities, including the internet.
  • Neither you nor Precision will be liable for any indirect, incidental, punitive, special or consequential damages under this Agreement, arising out of or related to any Precision Software or for any claim by any third party.
  • Our maximum liability arising out of or in the connection with this Agreement or any Precision Software will be the actual amounts you paid to us for such Precision Software.
  • Unless otherwise prohibited by applicable law, if an action or lawsuit arising out of or related to this Agreement or a Precision Software is not commenced within one (1) year after the cause of action accrues, such cause of action is permanently barred.

Indemnity:

  • You agree to defend, hold harmless and indemnify Precision and our Affiliates and each of our respective employees, officers, directors, shareholders, agents, successors, licensors and subcontractors, from and against any claim, liability, damage, loss, or expense, including reasonable attorneys' fees, arising out of or connected with:
    • Your access to, or use of, the Precision Software
    • Your violation of any portion of this Agreement or any applicable law or regulation
    • Your violation of any third party right, including any intellectual property right
    • Any dispute or issue between you and any third party
  • We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

Third party services:

  • You are solely responsible for all requirements for access to or use of the Precision Software through your mobile device, internet or telecommunications provider, or the terms related to the use of any required additional software.
  • The Precision Software may contain certain third party software provided under separate licenses or enable access to third party websites, services, content or materials.
    • The terms and conditions of the applicable license control use of any third party software, websites, services, content or materials.
    • You bear all risk, and will be solely responsible for obtaining any necessary rights and licenses, for any use of or access to any third party software, websites, services, content or materials.

Effective date and termination:

  • This Agreement will become effective when you first indicate your acceptance of this Agreement or on the effective date set out on your applicable order, whichever is earlier.
  • Either you or Precision may terminate this Agreement if the other party materially breaches this Agreement and fails to remedy the breach within 30 days of notice of such breach.
  • We may terminate this Agreement with respect to any Precision Software if: (i) we no longer offer the Precision Software; (ii) your continued use of the Precision Software violates this Agreement or any applicable law or regulation; or (iii) we believe that your account has been accessed without your authorization.
  • If we or you terminate this Agreement with respect to any Precision Software:
    • your right to use or access such Precision Software will be terminated immediately, and you must immediately stop using the software.

Entire agreement:

  • This Agreement, together with the Privacy Policy, all orders for any Precision Software and all other related documents and schedules, constitutes the entire agreement between you and Precision pertaining to your use of the Precision Software and supersedes all other agreements previously existing between you and Precision regarding your use of the Precision Software.
  • The terms of an order for Precision Software will control over conflicting terms in this Agreement, but only with respect to the Precision Software in such order, and only if there are terms in the order that are directed to software. You and Precision may also enter into a separate signed contract governing your use of Precision Software. In that case, the order of precedence, with respect to Precision Software only, will be: (1) the signed contract, (2) the applicable order and (3) this Agreement.

Other terms:

The parties will perform under this Agreement as independent contractors. This Agreement does not create a joint venture, partnership, or formal business organization of any kind. This Agreement is binding upon, inures to the benefit of, and is enforceable by the parties and their respective heirs, executors, successors and assigns. The unenforceability of any provision will not affect any other provision in this Agreement, and any unenforceable provisions will be limited or eliminated to the minimum extent necessary. Failure to insist upon the performance of, or to exercise any rights under, this Agreement will not be construed as a waiver of any future performance or the future exercise of any such right. All rights and remedies under this Agreement are cumulative and in addition to any other rights and remedies available at law. Those provision(s) whose context indicates that it is intended to survive will survive termination or expiration of this Agreement.

Governing Law; Dispute Resolution and Arbitration

Governing Law:

This Agreement and all conduct, disputes and causes of action related to this Agreement will be governed by the laws of the State of Illinois, without reference to conflict of law principles.

The Uniform Computer Information Transactions Act and UN Convention on Contracts for the International Sale of Goods are explicitly disclaimed.

Dispute Resolution and Arbitration:

  • You and Precision agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration, subject to the exceptions below.
    • Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.
    • This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND PRECISION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    • Exceptions. Despite the provisions above, either party may: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.
    • Arbitrator. Any arbitration between you and Precision will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Precision.
    • Notice; Process. A party who intends to seek arbitration must first send a written Notice of the dispute to the other party as set forth in the section entitled "Notice and Electronic Communications" below. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will use good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Precision may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Precision must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Precision will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Precision in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.
    • Fees. If you commence arbitration in accordance with this Agreement, Precision will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. If the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules. Any arbitral hearing will be conducted in the county (or parish) of your billing address. If the arbitrator finds that either the substance of a claim or the relief sought by either party is frivolous or brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and you agree to reimburse Precision for all monies previously disbursed by us that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rules and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
    • No Class Actions. YOU AND PRECISION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE. Further, unless both you and Precision agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative class or proceeding.
    • Modifications. If Precision makes any future changes to this arbitration provision (other than a change to Precision's address for Notice), you may reject the change by sending us written notice within 30 days of the change, in which case your access to the Precision Software will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you reject, will survive.
    • Enforceability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding agreement to arbitrate. If the subsection entitled "No Class Actions" above is found to be unenforceable, then the entirety of this section entitled "Dispute Resolution and Arbitration" will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described separately in this Agreement will govern any action arising out of or related to this Agreement. Except for the subsection entitled "No Class Actions" above, if any provision of this section entitled "Dispute Resolution and Arbitration" shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
  • IF A LAWSUIT OR COURT PROCEEDING IS PERMITTED UNDER THIS AGREEMENT, THEN YOU AND PRECISION AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED WITHIN TAZEWELL COUNTY, ILLINOIS FOR THE PURPOSE OF LITIGATING THE DISPUTE.

Force Majeure

Except for payment obligations, neither you nor Precision will be in breach of this Agreement or responsible for damages caused by delay or failure to perform any of its obligations under this Agreement due to circumstances beyond the control of the claiming party.

Updates to this Agreement

We may change this Agreement at any time, and we will try to let you know as soon as possible when we have made any changes, such as by sending an e-mail to you, or other similar mechanism. You can view the most current version of this Agreement at: https://cloud.precisionplanting.com/account/EULA. The "Last Updated" legend at the top of this page indicates when this Agreement was last revised. Any changes to this Agreement will become effective upon the earlier of: (a) your first use of the Precision Software with actual notice of such changes, or (b) 30 days after we post or distribute the revised Agreement, and such changes will apply to your use of the Precision Software after the effective date of the revised Agreement. If you do not wish to accept the new Agreement, you must stop using the Precision Software.

Additional Requirements for Apple App

If you are using the Precision Software through mobile application software on an Apple Inc. ("Apple") device, including any iPhone, iPod touch or iPad devices ("Apple App"), you further acknowledge and agree to the following: (i) this Agreement is between you and Precision only, not with Apple, and Apple is not responsible for the Apple App or Precision Software; (ii) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App; (iii) you may use the Apple App on any Apple device you own or control and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service; (iv) in the event of any failure of the Apple App to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the Apple App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Apple App; (v) Precision (and not Apple) is responsible for addressing any claims by you or any third party relating to the Apple App or your possession and/or use of the Apple App, including: (1) product liability claims; (2) any claim that the Apple App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation; (vi) in the event of a third party claim that the Apple App and/or your possession and use of the Apple App infringes that third party's intellectual property rights, Precision (and not Apple) is responsible for the investigation, defense, settlement and discharge of any such claim to the extent any such obligation exists; (vi) Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement solely with respect to this paragraph; (vii) you represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Notice and Electronic Communications

  • Any applicable notice, disclosure, authorization, acknowledgement or other document required to be given or made available ("Notice") will be in writing and delivered by mail or e-mail (where permitted). The receiving party will be deemed to have received such Notice upon delivery or transmission or, in the case of mail, 48 hours after mailing.

    Notice to us must be sent to:
    Precision Planting LLC
    Attn: Legal Department
    23207 Townline Road
    Tremont, IL 61568
    E-mail: info@precisionplanting.com
  • By using Precision Software, you expressly consent and agree that we may send you all Notices electronically to your primary e-mail address provided in your account.
  • Any Notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  • At any time, you may: (1) request a paper copy of any Notice provided or made available electronically to you by us, free of charge, and/or (2) withdraw your consent to receive future Notices electronically. Please send an e-mail to info@precisionplanting.com with such request(s) and provide your mailing address for the Notices.
  • It is your responsibility to keep your primary e-mail address up to date so that we can communicate with you electronically.
    • If we send a Notice to your primary e-mail address on file and your primary e-mail address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the Notice to you.
    • You may need to add us to your contacts or e-mail address book so that you will be able to receive the Notices we send to you.
    • If electronic Notices sent to you by us are returned because of an invalid e-mail address, we may deem your account to be inactive, and you will not be able to transact any activity using your account until we receive a valid, working e-mail address from you.
  • If you want to change your e-mail address where we should send electronic Notices, you can:
    • send an e-mail message to us at info@precisionplanting.com, and in the body of such request, state your previous e-mail address and your new e-mail address; or
    • update your primary e-mail address at any time in your account.

Electronic Contracting

Your use of the Precision Software and internet sites for ordering such Precision Software includes the capacity and ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PAY FOR SUCH TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO YOUR PRECISION SOFTWARE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS, SUBJECT TO YOUR RIGHT TO WITHDRAW CONSENT TO RECEIVE NOTICES ELECTRONICALLY AS PROVIDED IN THIS AGREEMENT. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

Definitions

  • "Affiliate" means any subsidiary or other entity that directly or indirectly is controlled by, or is under common control of, an entity or any parent company or other entity that directly or indirectly controls an entity.
  • "Precision Software" means software contained in any Precision product that contains software including, but not limited to, any of the following products: (i) 20/20 SeedSense monitor, vDrive module, vApply module, vApplyHD flow controller, RowFlow module, Single Row Module (SRM), SpeedTube, and any product sold by Precision that contains software and (ii) all related documentation, updates, upgrades, releases and fixes.
  • "Data" means the location, field map or boundary, weather, climate, agronomic, crop loss, crop yield, environmental, farming practice, account information and other information and data that is uploaded, inputted, transmitted or stored to or in your Precision Software, directly by you or your Sales Representative or through your equipment.
  • "Generated Data" means data, features, functionality, tools, analyses, results, estimates, recommendations and other information generated, published, displayed, transmitted or made available in or by the Precision Software, whether or not related to Data.
  • "Precision's Privacy Policy" means the privacy policy of its parent company, Agco Corporation, found at http://www.agcocorp.com/privacy.html.
  • "Sales Representative" means your dealer that sold your Precision Software to you.