READ THESE TERMS CAREFULLY. BY ACCESSING THIS WEBSITE AND ANY PAGES OF THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS WEBSITE, OR ANY PAGES OF THIS WEBSITE.
You and AgDirect agree as follows:
Your access to customer information or other services is subject to the terms and conditions of this Agreement. You agree to use AgDirectOnline solely as provided in this Agreement.
AgDirect shall determine in its sole discretion what information will be made available to you electronically under this Agreement and shall be subject to modification without notice.
AgDirect grants you a non-exclusive, non-transferable, limited right to access, use and display customer information. The right to access customer information may not be transferred to another party or entity without the prior written consent and approval of AgDirect, and any such transfer of this right may be subject to any limitations established by AgDirect.
You agree and understand that the information that you will access is confidential and AgDirect shall take commercially reasonable measures to maintain such confidentiality and prevent access to any other party (other than approved AgDirect contractors). AgDirect, however, in no manner shall be deemed as guaranteeing that individuals cannot illegally gain access to this information, and you agree that you shall hold AgDirect harmless for any such illegal access. You further agree that transmissions made by means described in this Agreement may be read or intercepted by others and that by transmitting materials under the terms of this Agreement, no liability shall result to AgDirect.
You shall provide AgDirect with information to enable AgDirect to identify you when you desire to access customers' information. This may include, but may not be limited to name, address, telephone numbers, e-mail addresses, code words and dealer numbers. AgDirect agrees to hold this information in confidence and will not release this information unless otherwise allowed under Farm Credit Administration Regulations, another agreement between you and AgDirect, or otherwise required by a court order or subpoena. You agree to likewise keep code words, usernames, passwords and dealer numbers confidential and not release this information to any other party. You will not allow any third party to access or review AgDirectOnline without the express written consent of AgDirect. So long as AgDirect keeps this information confidential, AgDirect shall not be liable to you or any other party if customers' information is accessed.
AgDirect will not give anyone other than our employees and contractors specific information about customers' information except:
- When you or customers agree that we may give out the information.
- When customers have given AgDirect as a credit reference.
- When an inquiry is made regarding sufficient funds to cover a check written by a customer.
- If we close an account because it has been maintained in an unsatisfactory manner.
- When required by law.
- When we must give out the information to comply with legal process.
You agree that when AgDirect receives an electronic request for customers' information from your e-mail address, accompanied by your dealer number, that for all purposes, the request for customer information has been made by you, and you thereby authorize the release of customers' information via electronic means, to that e-mail address, and you shall hold AgDirect harmless for any release of customers' information to that address under such circumstances. You agree to update such information to AgDirect in the event of any changes. It shall be your sole and absolute responsibility and duty to ensure that such requests are authorized by you, and AgDirect shall not be liable for unauthorized access to your e-mail address or dealer number. In the event that you become aware that customers' information has been accessed without authorization, you shall immediately notify AgDirect of such unauthorized access.
You agree and understand that material accessed under the terms of this Agreement is the subject of intellectual property rights, including, without limitation, patents, copyrights, trademarks and trade secrets. Except as expressly permitted by the owner of these rights, you may not reproduce, redistribute, retransmit, publish or otherwise transfer or commercially exploit any such material.
You agree not to use AgDirectOnline in a manner that is prohibited by law or regulation or to facilitate the violation of any law or regulation.
You shall be solely responsible for all charges associated with connecting to this access, including, without limitation, all telephone access charges, lines and the physical equipment required for access.
AgDirect agrees to make reasonable efforts to ensure full performance of AgDirectOnline. AgDirect will be responsible for acting only on those instructions sent through AgDirectOnline that are actually received and cannot assume responsibility for malfunctions in communications facilities not under our control that may affect the accuracy or timeliness of messages you send. AgDirect is not responsible for any losses or delays in transmission of instructions arising out of the use of any access service provider or caused by any browser software. AgDirect is not responsible should you give incorrect instructions or if your instructions are not given sufficiently in advance to allow for timely payments or delays in mail service.
Any information you receive from AgDirect is believed to be reliable. AgDirect shall use its best faith efforts to ensure that customers' information is accurate, though such customer information is solely for your convenience and cannot be relied upon for payoff, tax reporting or other such purposes. You have the affirmative duty under the terms of this Agreement to immediately notify AgDirect if you believe the customer information to be inaccurate. AgDirect is not liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any investment or other decision made using this information.
AgDirect is not responsible for any computer virus or related problems, which may be attributable to services provided by any access service provider.
The entire liability of AgDirect and your exclusive remedy with respect to use of customers' information shall be the replacement of any browser or other software provided by AgDirect to use with AgDirectOnline found to be defective. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states the liability of AgDirect is limited to the extent permitted by law.
CUSTOMERS' INFORMATION IS PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AGDIRECT MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF AGDIRECTONLINE, INCLUDING WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO THE NEGLIGENCE OF AGDIRECT.
UNDER NO CIRCUMSTANCES SHALL AGDIRECT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGE THAT IS DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, AGDIRECTONLINE, EVEN IF AGDIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE DEALER RESIDING IN THOSE STATES. IF DEALER IS A RESIDENT OF SUCH STATE, IN NO EVENT SHALL AGDIRECT'S TOTAL LIABILITY TO SUCH DEALER FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED $1,000.00.
Either party may terminate this Agreement by giving notice to the other party. AgDirect reserves the right to restrict, suspend or terminate AgDirectOnline's services or access to customer information at any time, without notice, upon the breach of this Agreement.
AgDirect has the right to modify this Agreement at any time. Any modification shall be published at www.agdirect.com. Your continued use of AgDirectOnline after such publishing shall be conclusive acceptance of such modifications. This Agreement constitutes the entire agreement concerning the use of AgDirectOnline and supersedes all prior agreements concerning this subject matter either written or oral. This Agreement shall be interpreted and governed by Nebraska laws.
If any part of this Agreement is illegal or unenforceable, the unenforceable portion shall be construed with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder shall remain in full force and effect.