(Last Updated: April 18, 2025)
Thank you for your interest in purchasing a subscription to the ADC Repository.
This agreement sets out important details regarding your paid, trial, or other subscription (“Subscription”) to the ADC Repository, available to subscribers and others at https://app.agdatacoalition.org (“Repository”). For information regarding personal data that may be collected in connection with the service, please see the ADC Privacy Policy at Link https://agdatacoalition.org/privacy-policy.
This is a legal agreement between you and the Agricultural Data Coalition Incorporated, Springfield, Ohio, USA (“ADC,” “we,” or “us”), which supersedes any prior proposal, representation, or understanding between the parties regarding the Repository. If you do not agree to the terms of this agreement, you may not access, activate, or use the Repository.
By “accepting” the terms of this agreement and/or activating and/or using the Repository, you confirm that you enter into this agreement either in the course of a business and not as a consumer, or alternatively on the basis that you acknowledge the subject matter of this agreement is a license of rights not granted for private domestic, leisure, or social purposes normally associated with consumers.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE BUYING A SUBSCRIPTION, ACCESSING, ACTIVATING, OR USING THE ADC REPOSITORY. BY “ACCEPTING” THESE TERMS, ENTERING INTO A SUBSCRIPTION, ACCESSING, ACTIVATING, OR USING THE REPOSITORY, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. PLEASE DO NOT “ACCEPT” THIS AGREEMENT OR ACCESS, ACTIVATE, OR USE THE REPOSITORY IF YOU DO NOT AGREE WITH THIS AGREEMENT.
Definitions
“ADC”: Refers to Agricultural Data Coalition Incorporated, Springfield, Ohio, USA.
“Ag Data”: Agricultural data and information stored in the Repository.
“Agreement”: This Terms of Service agreement.
“Data Retention Period”: The period during which ADC will maintain your data after your subscription ends.
“Data Sharing Agreement”: The agreement governing the transfer of data to third parties through the Repository.
“Personal Data”: Any information relating to an identified or identifiable natural person.
“Repository”: The ADC Repository, available at https://app.agdatacoalition.org, including all its content, functionality and any application programming interfaces.
“Service”: The services provided by ADC through the Repository.
“Subscription”: The paid, trial, or other subscription to the Repository.
“Third Party Products”: Products or services provided by entities other than ADC.
“You” or “User”: The individual or entity entering into this Agreement to use the Repository.
User Responsibilities
By using the Repository, you agree to the following responsibilities:
- Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify ADC of any unauthorized use of your account or any other breach of security.
- Accurate Information: You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete.
- Cooperation with ADC : You agree to cooperate with ADC in any investigation of potential misuse or abuse of the Repository.
Prohibited Activities
You agree not to engage in any of the following prohibited activities while using the Repository:
- Unlawful Activities: Using the Repository for any purpose that violates local, state, national, or international law.
- Harmful Conduct: Engaging in any activity that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
- Unauthorized Access: Attempting to gain unauthorized access to the Repository, other user accounts, or any systems or networks connected to the Repository.
- Data Misuse: Misusing, extracting, or distributing any data stored in the Repository in a manner that is harmful or not intended by the terms.
- Intellectual Property Infringement: Uploading, sharing, or transmitting any content that infringes on the intellectual property rights of any third party, including copyrights, trademarks, or patents.
- Security Violations: Engaging in any activity that could compromise the security or integrity of the Repository, including introducing viruses, worms, malware, or any other harmful code.
- Spamming: Using the Repository to transmit unsolicited or unauthorized advertising, promotional materials, or other forms of solicitation.
- Impersonation: Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
- Interference: Interfering with or disrupting the operation of the Repository, servers, or networks connected to the Repository.
- Use of robots, spiders, scraping or other technology to access or use the Repository.
Account Registration and Use
- Creating an Account: To access the Repository, you must create an account by providing accurate, current, and complete information as prompted during the registration process. You agree to update this information as necessary to keep it accurate, current, and complete.
- Verification: Upon registration, you will receive an email verification link. You must verify your email address by clicking the link to activate your account.
- Account Eligibility: You must be at least 18 years old and fully capable of forming a legally binding contract to use the Repository. By registering for an account, you represent and warrant that you meet these eligibility requirements.
- Single Account: You may only create one account per individual or entity. Duplicate accounts may be subject to suspension or termination.
- Account Use: Your account is personal to you, and you may not share your account or account credentials with any third party. You agree to use your account solely for lawful purposes and in accordance with this Agreement.
- You represent and warrant that if you upload any content into the Repository, you have obtained all third party consents, approvals, licenses or permits necessary to add such content to the Repository.
Fees and Payment Terms
- Subscription Fees: The fees for your subscription to the Repository are listed on the ADC website. By subscribing, you agree to pay all applicable fees at the time they are due.
- Payment Methods: ADC accepts various payment methods, including credit/debit cards and other payment options as listed on the ADC website. You agree to provide accurate billing information and to update this information as necessary.
- Billing Cycle: Subscription fees are billed in advance on an annual basis. Your subscription will not automatically renew. You will receive a notification to renew your subscription, and payment will not be processed automatically.
- Taxes: You are responsible for paying any applicable taxes, levies, or duties imposed by taxing authorities on your subscription fees.
- Late Payments: If you fail to pay any fees when due, ADC reserves the right to suspend or terminate your access to the Repository until all outstanding fees are paid.
- Refunds: Except as required by law, all fees paid are non-refundable. ADC may, at its sole discretion, provide refunds or credits in extenuating circumstances.
- Pricing Changes: ADC reserves the right to change subscription fees and payment terms at any time. Any changes will be effective upon posting on the ADC website. Continued use of the Repository after the effective date of such changes will constitute your acceptance of the new fees and terms.
Service Availability and Modifications
- Service Availability: ADC will use commercially reasonable efforts to ensure the Repository is available 24/7, excluding scheduled maintenance, which will be communicated in advance. However, ADC does not guarantee that the Repository will be uninterrupted or error-free at all times.
- Maintenance and Updates: ADC reserves the right to perform scheduled maintenance and updates to improve or modify the Repository. You will be notified in advance of any scheduled maintenance that may affect service availability.
- Modifications to Service: ADC reserves the right to modify, suspend, or discontinue the Repository or any part thereof at any time, with or without notice. ADC shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Repository.
- Unplanned Outages: In the event of an unplanned service outage, ADC will use commercially reasonable efforts to restore the Repository as quickly as possible. However, ADC shall not be liable for any such outages or any resulting data loss or damage.
Intellectual Property
- Ownership: All intellectual property rights in and to the Repository, including but not limited to software, text, graphics, logos, and trademarks, are owned by ADC or its licensors. You acknowledge and agree that you do not acquire any ownership rights by using the Repository.
- User Content: You retain all rights to any content you upload, submit, or otherwise transmit through the Repository. By doing so, you grant ADC a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, and distribute your content for the purpose of operating and improving the Repository.
- Restrictions: You agree not to copy, modify, distribute, sell, or lease any part of the Repository or included software, nor reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission.
- Trademarks: All trademarks, service marks, logos, trade names, and any other proprietary designations of ADC used herein are trademarks or registered trademarks of ADC. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
- Feedback: Any feedback, comments, or suggestions you may provide regarding ADC or the Repository is entirely voluntary and ADC will be free to use such feedback, comments, or suggestions as it sees fit and without any obligation to you.
License
ADC grants you a non-exclusive, non-transferable, revocable, locally and time-restricted end user license to activate and use the Repository. You may not rent, lease, sub-license, or lend the Repository to any third party. ADC reserves the right to assign its rights in the Repository and this agreement. Notice of such events will be provided under the section titled “Changes in Terms and Solution.”
Application Programming Interface
- Permitted Uses. Your use of any application programming interface (“API”) that is a part of the Repository is permitted only for accessing your account, uploading Ag Data to your account or downloading Ag Data for your account.
- API Call Limitations. ADC reserves the right, in its sole discretion, to limit the number or frequency of calls made by you at any time.
No Reverse Engineering
You may not reverse engineer, decompile, or disassemble the Repository, except where expressly permitted by applicable law despite this limitation.
Changes in Terms and Service
We reserve the right to change the terms of this agreement at any time. Any changes will be effective upon posting of the revisions on the site. The updated agreement will include the posting date of the changes. Your continued use of the Repository following the posting of changes will constitute your acceptance of such changes. You should frequently review the agreement (including the effective date) and applicable policies to understand the terms that apply to your use of the solution and/or the site.
If we make any material changes to this agreement that, in our sole judgment, would adversely affect your use of the Repository, we will either post a notice on the Repository with the effective date of the changes or provide you notice of the changes and their effective date.
In the event of any potential conflict between this agreement and the terms of any promotional offer for the Repository, this agreement will govern.
Cancellation
We reserve the right to cancel your Subscription at any time if you fail to pay amounts owing when due, violate or breach this Agreement, or for any other reason at our sole discretion. If your Subscription is cancelled, you will still be responsible for payment of all outstanding balances accrued through the cancellation date, including any fees described herein.
Compliance with Laws
You must comply with all applicable laws regarding the use of the Repository, including all applicable data privacy laws.
Third Party Products
If you access or use any third-party products or services, the terms associated with those products or services will also apply. You will not hold ADC responsible for your access to or use of such third-party products or services.
Termination
Without prejudice to any other rights, ADC may terminate this Agreement if you fail to comply with the terms and conditions or for any other reason without penalty. In the event ADC terminates this Agreement, no refund of fees paid will be available.
No Warranty
You understand and agree that the Repository, its content, and functionality are provided “as is” and “as available.” The company and its affiliates make no representation or warranty, either express or implied, regarding the Repository, the reliability, predictive value, completeness, timeliness, or accuracy of the information contained within the Repository, or that your access to or use of the Repository or the site will be uninterrupted, error-free, or timely with all updates. All such warranties (including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement) are hereby disclaimed.
ADC does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links, or other items contained within the Repository application. ADC makes no warranties regarding any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program.
Data Storage
For the provision of the Repository, ADC will maintain your data during the period of your subscription and two months thereafter (“Data Retention Period”). ADC, at its sole discretion, may destroy Repository data after the Data Retention Period. ADC will store Data in Iowa, USA.
Data Sharing
ADC agrees that you own any information and data you store in the Repository. If you elect to share data with a third party through the Repository, all data transferred to the third party will be governed by the ADC Data Sharing Agreement. This agreement is available for your review, and the third party will need to accept the agreement before they can access any data you share with them via the Repository.
How We May Use Your Personal Data
You acknowledge that the Repository data may include personal data about you (such as your location). We will only use your personal data as set out in our privacy at: https://agdatacoalition.org/privacy-policy
Indemnification
You agree to indemnify, defend, and hold harmless ADC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from your use of the Repository or your violation of this Agreement. This obligation will survive the termination or expiration of this Agreement and your use of the Repository.
Limitation of Liability
In no event shall ADC or any user of the Repository be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of your use or inability to use the Repository. In no event will ADC or any user of the Repository data be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort, or otherwise.
ADC shall have no liability with respect to the content of the Repository or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights, or the disclosure of confidential information.
ADC makes no warranties or representations about the accuracy or completeness of the Repository’s content and assumes no liability or responsibility for any:
- Errors, mistakes, or inaccuracies of content;
- Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Repository;
- Any unauthorized access to or use of our servers and/or any personal information stored therein;
- Any interruption or cessation of transmission to or from the Repository;
- Any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Repository by any third party.
Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, USA, without giving effect to conflict of law rules. At ADC’s sole election, any dispute, controversy, or claim arising out of or relating to this Agreement or the transactions contemplated hereby shall be decided by final and binding arbitration under the American Arbitration Association Commercial Arbitration Rules in Clark County, Ohio. The arbitration award shall be in writing and include detailed findings of fact, conclusions of law, and a statement of the remedy provided. The arbitration award shall be specifically enforceable, and judgment thereon may be entered in any court having jurisdiction thereof.
If ADC elects not to arbitrate, then the dispute, controversy, or claim shall be decided exclusively in the State or Superior Court of Clark County, Ohio, or the United States District Court for the Southern District of Ohio, and in no other venue or jurisdiction. Each party further irrevocably consents to personal jurisdiction and venue exclusively in, and agrees to service of process issued or authorized by, any such court. To the extent it may be applicable, the parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods to this Agreement.
Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.
Entire Agreement
This Agreement constitutes the entire understanding and agreement between you and ADC regarding the Repository and supersedes all prior agreements, understandings, or representations, whether written or oral, relating to the subject matter of this Agreement. No amendments or modifications to this Agreement will be effective unless in writing and signed by both parties.
Amendments
ADC reserves the right to amend this Agreement at any time. Any amendments will be effective upon posting the revised Agreement on the ADC website. The updated Agreement will include the posting date of the amendments. Continued use of the Repository after the effective date of any amendments will constitute your acceptance of the amended terms.
Contact Information
If you have any questions, concerns, complaints, or suggestions regarding this Agreement or the Repository, please contact us via email at [email protected] or by US postal mail at the following address:
Agricultural Data Coalition
4170 Allium Ct.
Springfield, Ohio 45505