AGvisorPRO.com Terms of Service

Updated: July 12, 2019

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE UPON WHICH AGvisorPRO Inc. OFFERS YOU ACCESS AND USE OF OUR SERVICES (DESCRIBED BELOW). THIS INCLUDES IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, AS WELL AS CERTAIN EXLUSIONS AND LIMITATIONS. AGvisorPRO DOES NOT GUARANTEE THE QUALITY OR SUITABILITY OF ADVISORS (AS DEFINED BELOW). YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE INFORMATION PROVIDED VIA YOUR USE OF THE SERVICES DO NOT CONSTITUTE ANY LEGAL OR PROFESSIONAL OPINION AND YOU ARE ENCOURAGED TO SEEK INFORMATION AND ADVICE FROM OTHER SOURCES IN ADDITION TO THE ADVICE PROVIDED BY ADVISORS USING THE SERVICES.

Table of Contents

  1. Introduction
  2. AGvisorPRO Accounts
  3. Use and Access of the Service
  4. Intellectual Property
  5. Disclaimers
  6. No Implied Warranties; Limitation of Liability
  7. Indemnification
  8. AGvisorPRO's Additional Rights and Obligations
  9. Users' Additional Rights and Obligations
  10. Prices and Payments
  11. Taxes
  12. Cancellation Policy
  13. Verification
  14. Termination
  15. Governing Law and Dispute Resolution
  16. Miscellaneous

1. Introduction

AGvisorPRO Inc. ("AGvisorPRO", "we", "us" or "our") owns and operates the website www.agvisorpro.com and other subdomains (the "Website") and the AGvisorPRO mobile application (the "App"). The Website and App provide an online service (the "Service") that connects cultivators of various crops and the raising and management of livestock (each individually a "Grower" and collectively the "Growers") who seeks the advice of agricultural experts (each individually an "Advisor" and collectively the "Advisors") with respect to the Grower's crop, livestock, business management, equipment-software, human resources, market and mental health through voice, text, video and other meetings and provides a platform that allows Growers to connect with their cultivation teams.

This terms of service (the "Terms of Service") applies to all Growers, Advisors and any other registered user of the Service and users of the Website and App (collectively, "you", "your", "he/she", "they" and "Users"). You understand and agree to be legally bound by these Terms of Service whether you register to use the Services or not. If you do not agree with the Terms of Service then you have no right to continue using or accessing the Service, other Users and AGvisorPRO content.

AGvisorPRO may change this Terms of Service from time to time without giving notice to the Users and to be effective upon posting of an updated version of the terms on the Website and/or App. The Terms of Service may have changed since your last visit to the Website or App. It is your responsibility to review the Terms of Service for any changes. AGvisorPRO encourages you to check the Website and App periodically for said changes. Your use after any amendments or updates of the Terms of Service shall signify your assent to and acceptance of such revised terms. Any new features that may be added to the Website or App from time to time will be subject to the Terms of Service, unless stated otherwise.

Please note that important information about AGvisorPRO's practices on the collection, use and disclosure of Users' personal information submitted via the Website or the App is governed by our Privacy Policy, the terms of which are incorporated into this Terms of Service. Please see further: https://www.agvisorpro.com/privacy-policy

In addition to these Terms of Service and the Privacy Policy, Growers and Advisors may be subject to additional terms agreed upon in separate agreements with AGvisorPRO in respect of the Services. In the event of any conflict between these Terms of Services and the separate agreement you may have with AGvisorPRO the terms of the separate agreement will govern.

IMPORTANT NOTICE: Please be aware that sections 5 and 6 contain important disclaimers and limitations of liability. Additionally, section 15 governs how claims that you and we have against each other are resolved, including, without limitation, any claims that arose or were asserted prior to the effective date of these Terms of Service. In particular, it contains an alternative dispute resolution process and you will only be permitted to pursue claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and you are waiving your right to seek relieve in a court of law and to have a jury trial on your claims.

2. AGvisorPRO Accounts

  1. You represent and warrant that all information supplied by you on the Website and App (including information provided by you to create an account for use of the Service (a "AGvisorPRO Account")) or in connection with your use of the Service is true, accurate, current and complete. You must be the credit card holder in order to pay any payments through the Service. Personal information provided by you on registration is handled by us in accordance with the terms of our Privacy Policy.
  2. To create an AGvisorPRO Account each User of the Service is asked to, among other things:
    1. Reached the age of majority in your jurisdiction;
    2. Verify their email address and have access to that email address while making use of the Service;
    3. Provide their legal first name and last name; and
    4. Agree to our Terms of Service and Privacy Policy.
    Failure to provide the above may result in, at AGvisorPRO's sole discretion, you being denied access or use of the Service.
  3. Any AGvisorPRO Account must be kept secure and you agree that you will not share or disclose your AGvisorPRO Account credentials with anyone. AGvisorPRO will not be liable for any loss or damage arising from your failure to safeguard your AGvisorPRO Account.
  4. By creating an AGvisorPRO Account you agree that AGvisorPRO may send you text messages, mobile notifications and emails as part of the normal business operation and promotion of our Service. You are responsible for all associated data, carrier, and service fees that may arise as a result of your use of the Service. You may opt-out of receiving text (SMS) messages from AGvisorPRO at any time by emailing support@agvisorpro.com. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Service.
  5. AGvisorPRO reserves the right to deny your request for a AGvisorPRO Account (including usernames) and to disable or terminate access to any AGvisorPRO Account (including usernames) issued to you at any time in AGvisorPRO's sole discretion. If AGvisorPRO disables access to a AGvisorPRO Account issued to you, you will be prevented from accessing the Website, the App, the Service, your AGvisorPRO Account details or other information that is associated with your AGvisorPRO Account.
  6. We may suspend or terminate your ability to access the Website and App, or cease providing you with all or part of the Service at any time for any or no reason, including, but not limited to, if we believe: (i) you may have violated these Terms of Service, (ii) you may create risk or possible legal exposure for us; (iii) prolonged inactivity; or (iv) our provision of the Service to you is no longer commercially viable. Suspension or termination may also include removal of some or all of the materials uploaded by you. We may make reasonable efforts to notify you by the email address associated with your account, through the Website, App or the next time you attempt to access your account, depending on the circumstances. You acknowledge and agree that all suspensions or terminations may be made by AGvisorPRO in its sole discretion and that no members of AGvisorPRO will be liable to you or any third-party for any suspension or termination of your access or for the removal of any of the materials uploaded by you to the Website and App. Any suspension or termination of this Agreement by AGvisorPRO will be in addition to any and all other rights and remedies that AGvisorPRO may have.
  7. You may request the deletion of your account by requesting (by email or through any then-available interfaces) that your AGvisorPRO Account be deleted, ceasing use of the Website, the App and the Service. If you request deletion of your AGvisorPRO Account, we may disable your AGvisorPRO Account but keep the disabled AGvisorPRO Account for fraud prevention or other lawful purposes. If we have received all outstanding payments from you, you may request that your AGvisorPRO Account be deleted.
  8. We may terminate these Terms of Service at any time by giving notice to you, at our discretion, by email at your current email address on file with us or through the Website and App.
  9. AGvisorPRO reserves the right to access, read, preserve and disclose any and all information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including the investigation of potential violations hereof, (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of the Users and the public.

3. Use and Access of the Service

  1. a. Subject to your compliance with these Terms of Service, AGvisorPRO hereby grants you a personal, revocable, non-exclusive and non-transferable license to use the Website and App in accordance with these Terms of Service in the following manner depending on the type of User that you are:
    1. For Growers, you may create an account, request advice from Advisors, schedule calls, authorize credit card payments, communicate with other Users and use the Service;
    2. For Advisors, you may create an account, provide advice to Growers, schedule calls and communicate with other Users;
    (i) — (ii) constitute the "Permitted Use" as applicable for a specific type of User.
  2. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website and App.
  3. Any future release, update or other addition to the functionality of the Website and App shall be subject to the terms of these Terms of Service.
  4. You agree to comply with all applicable laws when using the Service and you may only use the Service for lawful purposes.
  5. AGvisorPRO retains the right, at its sole discretion, to deny access to anyone to the Website, the App or the Service at any time and for any reason (or no reason at all), including, but not limited to, for violation of these Terms of Service. You will cease and desist from any such access or use of the Website and App or Service immediately upon request by AGvisorPRO.
  6. The Website and App and/or specific services may not be available at all or any times and in all or any jurisdictions. Furthermore, nothing on the Website and App constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation may be prohibited by law.
  7. AGvisorPRO reserves the right to change or allow a third party to change any information, material or content (including, but not limited to, price, features and availability for the Service) contained on or provided through the Website and App (the "Content") at any time, and from time to time, without notice. For greater certainty the Content includes the User Content (as defined below).
  8. You may not, without AGvisorPRO's prior written permission, use the Website, the App, the Service or the Content, including other User's User Content (as defined below), for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, or attempt to use the Website, the App, the Service or any Content to:
    1. "frame", "mirror", replicate or otherwise incorporate the Website, the App, the Service or the Content or any part thereof on any commercial or non-commercial website;
    2. access, monitor or copy any part of the Website, the App, the Service or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without AGvisorPRO's express written permission;
    3. violate any laws;
    4. remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Website, the App, the Service or the Content;
    5. attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Website, the App, the Service or the Content;
    6. copy, reproduce, modify, translate, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Website, the App, the Service or the Content;
    7. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, the App, the Service or the Content;
    8. create derivative works based on the Website, App, Service or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Website, the App, the Service or the Content;
    9. use or access the Website, the App, the Service or the Content in a manner that violates the rights (including, but not limited to contractual, intellectual property or proprietary rights) of any third party; or
    10. upload to or transmit through the Website, the App, the Service or the Content any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory or violates any laws or is otherwise objectionable, in each case as determined by AGvisorPRO in its sole discretion.
  9. You permit and acknowledge that AGvisorPRO may create and maintain recordings of all communications, meetings and sessions between Growers and Advisors, whether audio, text, video or otherwise (the "Recordings"), for the benefit of the Grower, the Advisor and AGvisorPRO. The Grower and Advisor permit AGvisorPRO to view the Recordings for the purposes of further developing the Website, App and Services.

4. Intellectual Property

  1. The Website, App and all Content (excluding User Content as defined in section 4b below), is owned or licensed by AGvisorPRO and protected by copyright, trade-mark and other intellectual property laws ("AGvisorPRO Content"). AGvisorPRO expressly reserves all rights in the Website, App and all materials provided by AGvisorPRO in connection with these Terms of Service that are not specifically granted to you. You acknowledge that all right, title and interests in the Website and App, all materials provided by AGvisorPRO in connection with these Terms of Service (including the AGvisorPRO Content), and any update, adaption, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with AGvisorPRO (or third party suppliers or licensors, if applicable), and that the Website, App and all materials provided by AGvisorPRO hereunder are licensed and not "sold" to you.
  2. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website or App by Users ("User Content"), is the sole responsibility of such Users. This means that the User, and not AGvisorPRO, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available on the Website and App. AGvisorPRO may monitor User Content from time to time but AGvisorPRO does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will any members of AGvisorPRO be liable in any way for any User Content including for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Website and App. To the extent your User Content contains any personally identifiable information, that data is handled in accordance with the AGvisorPRO Privacy Policy and all other User Content will be considered non-confidential.
  3. By submitting, posting or displaying User Content on or through the Website, App or otherwise to AGvisorPRO, you grant AGvisorPRO, a worldwide, non-exclusive, royalty-free, perpetual, transferable, and fully sublicensable right to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform display and otherwise use User Content, in whole or in part. You further grant AGvisorPRO the right (although AGvisorPRO does not have the obligation) to pursue at law any person or entity that violates your or AGvisorPRO's rights in the User Content by a breach of these Terms of Service. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. For the avoidance of doubt, AGvisorPRO has no obligation to post or display any User Content on the Website and App.
  4. AGvisorPRO may collect data, information, records, files, material or other content from your local computer (including mobile) system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof ("User-Related Content"). You grant to AGvisorPRO a perpetual, transferrable, irrevocable, royalty-free, worldwide and sublicensable license to access, collect, store and use any such User-Related Content. To the extent your User-Related Content contains any personally identifiable information, that data is handled in accordance with the AGvisorPRO Privacy Policy. User-Related Content is not considered confidential or proprietary.
  5. You may only use AGvisorPRO Content and other Users' User Content for the applicable Permitted Use. If you print extracts from the Website or App for your own personal, non- commercial use, you must not modify the digital or papers of such materials or use any graphics, pictures, photographs or videos separately from any accompanying text.
  6. Through the capabilities of the Website and App you may be able to provide ratings/reviews, suggestions or other feedback ("Submissions"). Submissions are a subset of User Content. In creating and posting any Submissions (or other User Content) you represent and warrant that you will not post or transmit to or from the Website and App any material or content which does or may:
    1. Breach any applicable local, national or international law;
    2. Be unlawful or fraudulent;
    3. Amount to unauthorized advertising;
    4. Contain any defamatory, obscene or offensive material;
    5. Promote violence or discrimination;
    6. Infringe the intellectual property rights of another person;
    7. Breach any legal duty owed to a third party (such as a duty of confidence);
    8. Promote illegal activity or invade another's privacy;
    9. Give the impression that they originate from us; or
    10. Be used to impersonate another person or to misrepresent your affiliation with another person.
    You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Submissions or other User Content to the Website and App.
  7. We reserve the right to remove or edit at any time any Submissions or other User Content posted, uploaded or transmitted to the Website and App that we determine breaches the restrictions in section 4f above or is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any reason. Any Submissions on the Website and App is for information purposes only and does not constitute advice from us or the opinions of anyone within AGvisorPRO. User Content may reflect the opinions of Users who have used the Service and any statements, advice or opinions provided by such persons are theirs only. Accordingly, to the fullest extent permitted by law, no members of AGvisorPRO assume any responsibility or liability to any person for any User Content, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.
  8. You acknowledge that AGvisorPRO may choose to provide attribution of your Submissions (for example, listing a date, User's name and city on a User's rating/review that you submit) at AGvisorPRO's discretion, and that such User Content may be visible to other Users and visitors to the Website and App. By providing a rating/review you acknowledge and consent to us using your given name in association with the rating/review. All ratings/reviews that we receive may be moderated before we publish them.
  9. If you access any personal information through or in connection with the Website and App you agree that you will treat such personal information in accordance with AGvisorPRO's Privacy Policy and you will not collect or harvest any personal information, including personal information of other users, except as permitted by these Terms of Service.

5. DISCLAIMERS

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

  1. The legal relationship in respect of the Service is between the Grower and the Advisor. We have no control over the actions or omissions of any Grower or Advisor. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the Service:
    1. We do not give any undertaking that the advice provided by any Advisor through the Service will be of satisfactory quality and we disclaim any such warranties;
    2. We encourage all Advisors to accept and provide advice to all Growers when selected, however should the Advisor be unable to provide advice to the Grower, subject to an investigation into the Grower's review of the Advisor payment to an Advisor may be withheld by AGvisorPRO;
    3. We do not conduct any investigation or any form of diligence on any Advisor or the advice they are providing to Growers. The Grower is solely responsible for determining the suitability of the advice provided by the Advisor;
    4. The foregoing disclaimers do not affect Users' statutory rights against any Grower or Advisor.
  2. The downloading and viewing of the Website and App or the Content is done at your own risk. AGvisorPRO cannot and does not guarantee or warrant that the Website and App or the Content are compatible with your computer system or that Website and App or the Content, or any links from the Website, the App or the Content, will be free of viruses, worms, malware, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Website and App.
  3. AGvisorPRO does not guarantee the confidentiality of any communications made by you through the Website and the App. Although AGvisorPRO generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Website and App, you understand, agree and acknowledge that AGvisorPRO cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Website and the App.

6. NO IMPLIED WARRANTIES; LIMITATIONS OF LIABILITY

  1. THE SERVICE, THE WEBSITE, THE APP AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, AGvisorPRO DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICE, WEBSITE, THE APP AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICE, THE WEBSITE, THE APP OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
  2. AGvisorPRO DOES NOT GUARANTEE THE QUALITY OR SUITABILITY OF ADVISORS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
  3. IN NO EVENT WILL AGvisorPRO BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT AGvisorPRO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICE, THE WEBSITE, THE APP OR THE CONTENT.
  4. ADVISORS OFFERING SERVICES THROUGH THE WEBSITE AND APP ARE INDEPENDENT PERSONS OR ORGANIZATIONS AND NOT REPRESENTATIVES, AGENTS OR EMPLOYEES OF AGvisorPRO. AGvisorPRO IS THEREFORE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONTRACTUAL BREACHES OR NEGLIGENCE OF ANY ADVISORS OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR THE PRODUCTS OR SERVICES OFFERED BY ADVISORS.
  5. TO THE EXTENT THAT THE FOREGOING LIMITATIONS DO NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF AGvisorPRO IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, INCLUDING IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICE, THE WEBSITE, THE APP OR THE CONTENT EXCEED THE PRICE PAID BY THE GROWER FOR THE SERVICES, WHICHEVER IS LOWER. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
  6. In the event of a dispute between you and another User, you release us (and our affiliates) from claims, demands and damages (actual or consequential) of any kind and nature, known or unknown, suspected and unsuspected, disclosed and un-disclosed, arising out of or in any way connected with such disputes.
  7. You assume full and sole responsibility and risk for any additional or associated costs that you may incur in connection with or as a result of your use of the Website and the App, including without limitation costs relating to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use.
  8. We do not warrant that the Service will:
    1. meet your requirements and expectations; and
    2. any information that you obtain through the Service will be accurate or reliable.

THE LIMITATIONS ABOVE REFLECTS A FAIR ALLOCATION OF RISK BUT FOR WHICH AGvisorPRO WOULD NOT MAKE THE WEBSITE, THE APP AND/OR SERVICE AVAILABLE TO USERS. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. Indemnification

  1. You agree to defend, indemnify and hold harmless AGvisorPRO, its licensors and their directors, officers, agents, contractors, partners, representatives and employees from and against any threatened or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of:
    1. your breach of these Terms of Service or any documents referenced herein;
    2. your violation of any law or the rights of a third party (including, without limitation, intellectual property rights);
    3. your breach of or failure to perform in respect of any advice made by you or by any third party acting on your behalf or with your permission; or
    4. any negligent advice you provide to other Users.
  2. AGvisorPRO reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by AGvisorPRO.

8. AGvisorPRO's Additional Rights and Obligations

  1. AGvisorPRO shall use commercially reasonable efforts to enable Users to access the Service. AGvisorPRO may change or discontinue the Service at any time without notice, but most changes shall only apply to you prospectively after the effective date of the change.
  2. AGvisorPRO reserves the right for itself and the Advisor, in its and the Advisor's sole but reasonable discretion, to refuse to provide any advice and may do so without liability. Users acknowledge and agree that AGvisorPRO has no liability whatsoever for refusal or rejection of providing the Services to the User so long as AGvisorPRO's refusal or rejection is in good faith.
  3. AGvisorPRO may, in its sole and absolute discretion, make promotional offers with different features and different rates to some of our Growers. These promotional offers, unless made to you, shall have no bearing whatsoever on your fees. AGvisorPRO may change the fees for Services as we deem necessary for our business. AGvisorPRO encourages you to check our site periodically if you are interested in learning more about how AGvisorPRO charges for the Service.

9. Users' Additional Rights and Obligations

  1. It is the Grower's sole responsibility to provide AGvisorPRO and the Advisor with the correct information needed to receive appropriate advice. Additional charges may be incurred for any delays or additional meetings due to incorrect information provided by the Grower.
  2. You are responsible for exercising common sense and determining the suitability of other Users of the Service. We encourage you to communicate directly with Growers or Advisors through the Service and to take the same precautions you would when meeting a new person.
  3. Advisors must exercise their own judgment and estimate their ability to provide accurate and appropriate advice to Growers. Advisors can refuse to provide advice if the Advisor believes they will not be able to provide accurate and appropriate advice.
  4. If you feel that another User of the Service has acted inappropriately, you shall immediately report such User to the appropriate authorities and to us, provided that your report does not obligate us to take any action or cause us to incur any liability.
  5. It is the Advisor's sole responsibility to maintain adequate and appropriate insurance for their protection and AGvisorPRO shall bare no responsibility to maintain any insurance coverage that indemnifies or protects the Advisors or Growers from damages incurred with the Users' use of the Service.

10. Prices and Payments

  1. Prices for the Services will be quoted on the Website and App, are inclusive of the applicable sales taxes.
  2. Users must comply with the quoted prices for the Services and may not negotiate a different price. Growers will be pre-authorize a payment at the beginning of the meeting, whether by call, video or otherwise and the final charge will be issued at the end of the meeting with the Advisor. The payment for the Service will be transacted through payment services providers as AGvisorPRO may choose from time to time (collectively referred to as the "Payment Processing Services Provider"). You hereby authorize AGvisorPRO to share with the Payment Processing Services Provider that financial information, banking details and transaction information related to your use of the payment processing services and the Service. You also agree that AGvisorPRO is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party. We reserve the right to change or stop accepted any permitted payment method at any time in our sole discretion. You agree we may charge your account and credit card for any Service selected and all applicable taxes as they may apply.
  3. You are responsible for ensuring that all of your billing information is current, complete and accurate. We will provide you with an online or emailed billing summary statement which you may review, save, or print at your discretion. This is the only billing statement that will be provided by us.
  4. Service prices and other fees are subject to change at any time at AGvisorPRO's discretion.
  5. AGvisorPRO operates the Service with online payments processed through the Payment Processing Services Provider. Any other forms of online or offline payments, including, but not limited to, cash and electronic transfers, are not permitted and may lead to the termination of your AGvisorPRO Account.
  6. Users agree to respond to any demand from AGvisorPRO, the bank or any governmental entities with regards to preventing or fighting fraud or money laundering. Users agree in advance to allow AGvisorPRO to freeze any funds they might be owed in relation to the Service.
  7. Payments from Growers to Advisors shall be held by AGvisorPRO for at least 10 days before being released to the Advisor on the 15th day or last day of each month, whichever is next.
  8. Advisors shall receive their payments via the Payment Processing Services Provider and are required to create an account with the Payment Processing Services Provider to receive payment. AGvisorPRO is not responsible for verifying banking information provided and any payments sent to incorrect bank accounts cannot be reverted.
    1. Advisors will receive their payments if:
    2. Services are rendered on time to the Grower; and
    3. The advice given is not inaccurate or negligent.

11. Taxes

  1. Avisors are responsible for the remittance of: (i) any taxes collected by AGvisorPRO and paid to you that may be levied on the advice and Services you've provided, including without limitation, federal, provincial and local excise, sales, use, goods and services taxes, value added taxes, harmonized sales taxes; (ii) your income taxes; and (iii) any taxes or other amounts in lieu thereof or penalties, interest and demands which may be made by any applicable governmental authority body in respect of such taxes that may be levied on the transactions contemplated herein (collectively the "Taxes").
  2. You agree to indemnify AGvisorPRO and save it harmless from and against all liabilities and claims whatsoever against AGvisorPRO, including fines, penalties and interest thereon, for or by reason of or in any way arising out of your failure to deduct, withhold or remit the Taxes. You agree to reimburse AGvisorPRO for such payments immediately upon demand.

12. Cancellation Policy and Penalties

  1. Growers may cancel meetings any time before the meeting without any penalty.
  2. AGvisorPRO reserves the right to block a User's AGvisorPRO Account if the User repeatedly cancels meetings and AGvisorPRO believes the User is providing a negative experience for other Users.

13. Verification

  1. AGvisorPRO prioritizes the safeguarding of your information. When you enter sensitive information on our Website or App we follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our Service, please contact us at legal@agvisorpro.com.
  2. We do not investigate any User's reputation, conduct, morality, criminal history or any other information.
  3. We reserve the right to expand, limit or terminate our verification procedure and process.

14. Termination

  1. AGvisorPRO may, under certain circumstances and without prior notice, immediately terminate your ability to access the Website or App or portions thereof. Cause for such termination shall include, but not be limited to AGvisorPRO, (a) breaches or violations of these Terms of Service or any other agreement that you may have with (including, without limitation, non-payment of any fees owed by you to AGvisorPRO, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by you, directly or indirectly, in fraudulent or illegal activities. Termination of your access to the Website or App may also include removal of some or all of the materials uploaded by you. You acknowledge and agree that all terminations may be made by AGvisorPRO in its sole discretion and that AGvisorPRO shall not be liable to you or any third-party for any termination of your access to the Website or App or for the removal of any of the materials uploaded by you to the Website. Any termination of these Terms of Service by AGvisorPRO shall be in addition to any and all other rights and remedies that AGvisorPRO may have.

15. Governing Law and Dispute Resolution

  1. These Terms of Service will be governed by the laws of the Province of Alberta, unless you access the Website and the App or receive the Service in Quebec, in which case the laws of the Province of Quebec apply to the extent of such access or use of the Service, and the federal laws of Canada applicable therein. These laws apply to your access to or use of the Website, the App, the Service or the Content, notwithstanding your domicile, residency or physical location. The Website, the App, the Service and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.
  2. Dispute Resolution Process:
    1. Except to the extent restricted by applicable law, if there is any dispute or controversy between (1) you and (2) AGvisorPRO, including any dispute or controversy arising out of or relating to these Terms of Service, the Website, the App or the Service, any interactions or transactions between (1) you and (2) AGvisorPRO, or in respect of any legal relationship associated with or derived from these Terms of Service, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a "Dispute"), the disputing person will serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally.
    2. Except to the extent restricted by applicable law, if the Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, you and us agree that the Dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively the "CAA Rules") provided by the Canadian Arbitration Association (the "CAA"). (The CAA Rules are available at www.adr.org/arb_med or by calling the CAA at 1-800-856-5154).
    3. The seat of the arbitration will be Alberta or wherever convenient or necessary acting reasonably. There will be no appeals of any kind. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by you and us. Each party shall be responsible for and pay their own costs.
    4. Except to the extent restricted by applicable law, you and AGvisorPRO agree that you and AGvisorPRO will resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against AGvisorPRO.
    5. Nothing in this section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.
    6. The Commercial Arbitration Act will govern the interpretation and enforcement of this section.

16. Miscellaneous

  1. Unless the context clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) "including" has the inclusive meaning frequently identified with the phrase "but not limited to" and (d) references to "hereunder" or "herein" relate to these Terms of Service. The section headings in these Terms of Service are for reference and convenience only and shall not be considered in the interpretation of these Terms of Service.
  2. If you are a User, these Terms of Service, the Privacy Policy and any documents incorporated by reference herein constitute the entire agreement between AGvisorPRO and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and AGvisorPRO with respect to the Website, the App and the Service. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  3. AGvisorPRO may, in its sole discretion, provide any notices to you in connection with these Terms of Service through the Website and App or by email at the then-current email address for you on file with AGvisorPRO. AGvisorPRO may be contacted in writing at:

    AGvisorPRO Inc.
    1017, 150-9th Ave SW
    Calgary, AB T2P 3H9

    or

    legal@agvisorpro.com

    AGvisorPRO may change its notice contact information from time to time by posting updated contact details on the Website and App.
  4. AGvisorPRO's failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provisions or right.
  5. AGvisorPRO will not be liable to you for any failure of or delay in the performance of its obligations under these Terms of Service for the period that such failure or delay is due to causes beyond AGvisorPRO's reasonable control, including but not limited to acts of God, power outages, internet disconnectivity, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
  6. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Service shall remain in effect.
  7. The parties have required that this Terms of Service and all documents and notices resulting from it be drawn up in English. Les parties aux présents ont exigé que la présente convention ainsi que tous les documents et avis qui s'y rattachent ou qui en découleront soit rédigés en la langue anglaise.
  8. You may not transfer any of your rights or obligations under these Terms of Service without our prior written consent. We may transfer any of our rights or obligations under these Terms of Service without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.

Last Updated: July 12, 2019