Agoro Carbon™ Alliance - Terms & Conditions
These terms were last updated: 14 June 2021
- growers, farmers and grower/farmer organizations/corporations (Growers); and
- third parties, including agronomists and advisors, providing services to Growers (Advisors),
(together, referred to below as you) of:
- the Agoro application, platform, website and software; and
- all Agoro services, information, data, advice and recommendations made available through the Agoro application and platform, (together, the Agoro Platform) all as provided by the Agoro Carbon Alliance (Agoro), a division of Yara International ASA.
Through the Agoro Platform, Growers may be invited to participate in Agoro’s program for carbon sequestration and carbon credit generation (Program). To participate in the Program, Growers will be required to enter into a specific separate agreement governing their participation in the Program (Program Agreement). The Terms are not affected or invalidated by any Program Agreement entered into by Growers and, accordingly, the Terms will continue to apply to Growers’ use of the Agoro Platform notwithstanding the existence of a Program Agreement.
- In certain countries, Agoro applies an amended or additional version or edition of these Terms that is specific to that country. In those cases, each country-specific version or edition applies to the Agoro Platform made available to you. You are advised to check to see if you are based in a country in respect of which Agoro makes available a country-specific version of these Terms, and which would therefore apply to you.
- These Terms may be changed by Agoro from time to time and all such changes apply to you and your continued use of the Agoro Platform. You are advised to regularly read the terms that apply to the use of the Agoro Platform for possible changes.
By clicking or tapping any button or box marked “accept”, “agree” or “ok” (or a similar term) referencing these terms, you agree to be bound by these terms and you affirm that you are of legal age and have the legal capacity to agree to these terms. You can view these terms at any time in the Agoro Platform. You are advised to print and keep a copy of these Terms for your future reference.
1. Agoro Platform and Terms
1. Agoro offers the Agoro Platform to users for the purposes of implementing climate positive production practices.
2. The Agoro Platform consists of:
2.1. web-based and/or mobile software and applications (Software);
2.2. information and data storage, hosting, interpretation and analysis services that may be provided remotely, through the Software or through other digital communication channels, or physically, through onsite testing and verification (e.g., soil sampling) (Data Services); and
2.3. information and data storage, hosting, interpretation and analysis services that may be provided remotely, through the Software or through other digital communication channels, or physically, through onsite testing and verification (e.g., soil sampling) (Data Services); and
3. In addition to these Terms, your use of the Agoro Platform may be governed by one or more Program Agreements. To the extent that the provisions of any of the Program Agreements conflicts with these Terms, the Program Agreements shall prevail.
4. Agoro offers and markets the Agoro Platform to business users rather than consumers. However, in jurisdictions where mandatory legislation dictates that you are to be considered a consumer, you may be afforded certain augmented rights under applicable local law; and, in such cases, these Terms will not affect any applicable statutory consumer rights that cannot be waived under applicable law.
5. It is your responsibility to ensure that your intended use of the Agoro Platform complies with the laws applicable to you. In the unlikely event that the provision by Agoro, or use by you, of the Agoro Platform pursuant to the Terms contradicts any applicable mandatory local law, Agoro may suspend your access to any affected part of the Agoro Platform and, upon reasonable notice to you, both Agoro and you shall have the right to terminate the Terms in respect of that affected part.
2. Accessing the Agoro Platform
- You are responsible for making all arrangements, and for providing appropriate resources and equipment, necessary to ensure that you have access to the Agoro Platform.
- You are also responsible for ensuring that all persons who access the Agoro Platform through your Account are aware of these Terms and other applicable terms and conditions, and that they comply with them.
- Agoro may limit the availability of the Agoro Platform to any person or geographic area at any time. If you choose to access the Agoro Platform from outside the geographic areas where Agoro makes the Agoro Platform available, you do so at your own risk and you may be in breach of these Terms or applicable law.
3. Information Submitted By You
- The Agoro Platform allows you to upload information and data to it concerning you, your farm and your farm/land management/agronomic practices (User Content). You are solely liable for the User Content that you provide.
- In order for Agoro to assess your eligibility to participate in the Program, you may have submitted User Content to Agoro (Eligibility Materials). Your provision of the Eligibility Materials to Agoro does not guarantee your eligibility to participate in the Program.
- In response to your submission of Eligibility Materials, Agoro may provide you with a provisional assessment of the eligibility to participate in the Program. Any such assessment is purely provisional in nature and should be treated as such. Agoro’s acceptance of your participation in the Program will be determined by a detailed assessment of any further Eligibility Materials that Agoro may require and finalized by your acceptance of the terms of the Program Agreement that Agoro provides.
- You agree that Agoro may use and share the User Content, including the Eligibility Materials, with Agoro’s affiliates and relevant third party contractors/consultants in connection with Agoro’s assessment of your eligibility to participate in the Program and to improve the Agoro Platform and the Program.
- In submitting User Content, including Eligibility Materials, to Agoro, you confirm to Agoro that you are either:
- submitting information about yourself and your own business; or
- if you are submitting User Content, including Eligibility Materials, on behalf of a Grower, that you have obtained explicit consent and authority from the Grower to submit the User Content, including Eligibility Materials.
- You retain all intellectual property rights to any User Content that you upload.
- You confirm to Agoro that any User Content, including Eligibility Materials, which you provide is and will remain accurate and complete, and that you will maintain and update such information when it changes.
- Agoro will not actively monitor the accuracy and completeness of User Content, but reserves the right to review User Content and delete such User Content without any liability to you if at any time Agoro determines that Agoro’s use and processing of such User Content is not appropriate or you are in breach of any confirmations given by you under these Terms.
4. Capacity/Authority to enter into a binding contract
- If you are accessing the Agoro Platform as an individual grower, you confirm to Agoro that you have the legal capacity to enter into a binding contract.
- If you are accessing the Agoro Platform on behalf of a grower organization/corporation, you confirm to Agoro that you are authorized by such grower organization/corporation to enter into a binding contract for and on behalf of such grower organization/corporation. If you do not have such authority, you may not use the Agoro Platform on behalf such grower organization/corporation and Agoro may immediately terminate your use of and access to the Agoro Platform.
- To the extent that Agoro acts as a processor to you as a controller in relation to Personal Data originating from the European Economic Area, the terms of the [Yara Data Processor Agreement] apply between you and Agoro.
- For the purposes of these Terms, Personal Data means information that allows Agoro to identify an individual.
5. Registration: Accounts, User Names and Passwords
You may be required to register a user account (Account) or otherwise enter a user name, password or other data, information or credential (Access Credentials) in order to make full use of the Agoro Platform. You agree to keep your Access Credentials and registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms and/or applicable Program Agreements, which may result in the termination of your Accounts, and restrict your ability to access the Agoro Platform.
You may obtain a number of different Access Credentials for the people within your business who are authorized to use the Agoro Platform for which you have validly registered (Authorized Users). Where you do so, you must notify us of each individual within your business who is an Authorized User either by registering such Authorized User with their own sub-Account or by requesting us to do the same on your behalf. Each Authorized User must have their own Access Credentials. The Agoro Platform may also allow you to refer persons in your organization, and/or others authorized to access your Account (Licensees), using your Account Credentials. If you are an Authorized User or a Licensee, you must accept and comply with these Terms and any applicable Program Agreements. If you register an Account, you agree that you are solely responsible for any and all activity on your Account and for ensuring that all Authorized Users and any Licensees comply with these Terms and any applicable Program Agreements.
You may not register a user name that is illegal to use in any way, including names that can be mistaken for another person, legal entity or trademark or a name that is offensive in any way. Agoro may reject your Access Credentials or other information that you provide to Agoro.
Your Access Credentials are for your use only and should be kept confidential. You, and not Agoro, are responsible for any use or misuse of your username or password, and you must promptly notify Agoro of any confidential breach or unauthorized use of your Access Credentials.
Unless a minimum duration applies to you under these Terms or any Program Agreements, you are free to close or stop using your Account at any time. Agoro reserves the right to delete your Account if it has been inactive for more than 365 calendar days. Notice will be provided to your registered e-mail address at least 14 days prior to deletion.
6. Acceptable use restrictions
You may use the Agoro Platform:
in relation to your own farming/growing operations/activities or the farming/growing operations of the grower organization/corporation of whom you are an employee (Grower Direct Use); or
in relation to the farming/growing operations/activities of a Grower where you are not the Grower nor an employee of the Grower, but you have been expressly authorized by such Grower to act on their behalf in relation to using the Agoro Platform (Grower Indirect Use).
Before commencing any Grower Indirect Use, you agree to:
collect from the relevant Growers, their name, address and e-mail address to be uploaded by you to the Agoro Platform;
obtain from the relevant Growers their authority that you may:
accept these Terms on their behalf;
upload, manage and update User Content, including Eligibility Materials, on their behalf (to the extent that the Agoro Platform allows you to do so on their behalf).
inform the relevant Growers that they should actively manage their own profiles and User Content on the Agoro Platform, in which case they also need to accept these Terms.
In relation to the Agoro Platform, you must not:
copy, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Agoro Platform;
attempt, perform or allow any activities aimed at making alterations or modifications to, reproducing, or creative derivative works of the whole or any part of the Agoro Platform, or any part of it to be combined with, or become incorporated in, any other programs, except where such activity is necessary to enable another activity that is explicitly permitted by this Section 6.3;
where such restriction is not expressly prohibited by applicable law, disassemble, decompile or reverse engineer the Agoro Platform, except where such activity is necessary to gather the information required to create interoperability of the Agoro Platform with other, independently-created software and (i) you or another party authorized to use the Agoro Platform or a third party on behalf of you or such party perform the activity; (ii) the information required to create that interoperability is not otherwise available to you and Agoro does not make them available within a reasonable time period set by you; and (iii) the activity is limited to the parts of the Agoro Platform that are necessary to create interoperability;
provide, or otherwise make available, the Agoro Platform in any form, in whole or in part, including, but not limited to, object code and source code, to any person except where such access is incidental to normal use of the Agoro Platform; or
use the Agoro Platform and/or User Content in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
7. Changes to the Agoro Platform and terms
- The Agoro Platform may be updated and developed continuously over time. Agoro may modify the Agoro Platform without prior notice where such modifications do not, in the reasonable opinion of Agoro, materially change the functionality of the Agoro Platform. Subject to any terms in a Program Agreement, you may at any time discontinue your use of the Agoro Platform following any such modifications made by Agoro. You shall have no claims against Agoro due to modifications to the Agoro Platform within the scope of this Section 7.1.
- Agoro reserves the right to change or amend the Terms at any time without notice unless such change/amendment would, in the reasonable opinion of Agoro, materially reduce/prejudice your rights under the existing Terms. Any change/amendment will show on the Agoro Platform at least ten (10) days prior to its effective date.
- If you object to any change/amendment to the Terms referred to in Section 7.2, you have the right, subject to any terms in a Program Agreement, to discontinue your use of the Agoro Platform following any such changes/amendment made by Agoro. You shall have no claims against Agoro due to the changes/amendments within the scope of Section 7.2.
- If Agoro wishes to change or amend the Terms in a manner which would, in the reasonable opinion of Agoro, materially reduce/prejudice your rights under the existing Terms, it shall provide you notice of such intended changes by email and you may, within 10 days of such notification, object to such change/amendment. If you do not object within this 10 day period, you will be deemed to have accepted the change/amendment. If you do object within this 10 day period, such change/amendment will not apply to you but Agoro or you may, subject to any Program Agreement terms, terminate your use of the Agoro Platform.
8.Intellectual property rights
- Except as expressly set out in these Terms, you shall not have any rights in Agoro’s intellectual property including any intellectual property rights in the Agoro Platform.
- You are permitted to read human-readable content on the Agoro Platform and make copies for your own use, for example by printing or storing them. All other use of the Agoro Platform and its content, for example the storage or reproduction of (a part of) such content in any external internet site or the creation of links, hypertext links or deep links between content and any other internet site, is prohibited without the express written consent of Agoro. Screen-scraping (or web-scraping) is prohibited without the express written consent of Agoro.
- You shall not:
- sub-license, transfer, or otherwise deal with any intellectual property rights licensed to you under these Terms;
- use Agoro’s intellectual property rights, alone or in combination or in connection with any company name, trade name or trademark owned or used by you or any third party;
- alter, deface, make any addition or remove any reference to Agoro’s intellectual property rights; or
- do, or omit to do, anything in your use of Agoro’s intellectual property rights that could adversely affect their validity.
- Agoro will defend you from any intellectual property infringement claim made against you by a third party alleging that the Agoro Platform infringes that third party’s intellectual property rights (IPR Claim) provided that:
- Agoro is notified promptly, and in any event, no later than ten (10) days of your receipt of notice of the IPR Claim;
- Agoro receives the required level of reasonable cooperation from you in order to perform Agoro’s obligations hereunder; and
- Agoro has sole control over the defense and all negotiations for a settlement or compromise of the IPR Claim.
The foregoing does not apply with respect to any use by you of the Agoro Platform in a manner not expressly authorized in these Terms or any Program Agreement or if you continue the allegedly infringing activity after being notified.
- If the Agoro Platform is held by a court of competent jurisdiction to constitute an infringement of a third party’s intellectual property rights, Agoro reserves the right, at its sole discretion, to do one of the following:
- procure for you the right to continue use of the Agoro Platform; or
- provide a modification to the Agoro Platform so that its use becomes non-infringing.
If none of the foregoing alternatives is commercially reasonable or possible, Agoro may terminate your use of the Agoro Platform. The foregoing is your sole remedy and Agoro’s sole obligation with respect to intellectual property infringement claims.
- If you become aware of any infringements of Agoro’s intellectual property rights by a third party or any unlawful act prejudicial to Agoro’s interests, you shall report such infringement to Agoro. You shall, to the best of your ability and in accordance with directions given by Agoro, assist Agoro in the protection against any such infringements.
- Unless otherwise stated herein or in any Program Agreement, Agoro does not provide data back-up services. It is solely your responsibility to maintain backups of any User Content that you upload. Agoro will use reasonable technical and organizational measures to prevent unauthorized access to your data and/or the transmission of viruses. However, Agoro does not guarantee that the Agoro Platform will be secure or free from bugs or viruses, and you acknowledge that complete protection of your data, all of the time, may not be possible.
- You are responsible for configuring your network/internet access, information technology, computer programs and platform in order to access the Agoro Platform. You should use your own virus protection software.
- You must not misuse the Agoro Platform by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to the Agoro Platform, the server(s) on which the Agoro Platform is stored or any server, computer or database connected to the Agoro Platform. You must not attack the Agoro Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you may be committing a criminal offence under applicable local laws. Agoro will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach or suspected breach, your right to the Agoro Platform will cease immediately.
10. Third Party Resources (including Apps)
- The Agoro Platform may facilitate or enable access to resources made available and owned by third parties (Third Party Resources), or allow for the routing or transmission of Third Party Resources, including via links. By using such functionality, you are directing Agoro to access, route and transmit to you the applicable Third Party Resources.
- Unless otherwise agreed, Agoro neither controls nor endorses, nor is it responsible for, any Third Party Resources, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Resources, or any intellectual property rights therein. Nothing in these Terms will be deemed to be a representation or warranty by Agoro with respect to any Third Party Resources. Agoro has no obligation to monitor Third Party Resources, and it may block or disable access to any Third Party Resources (in whole or part) at any time.
- You agree and acknowledge that:
- the relevant third parties, and not Agoro, are solely responsible for the performance of their resources (including technical support), the content on their websites and their use of your data;
- Agoro will not have any liability to you for third parties or Third Party Resources; and
- you will not use the Third Party Resources in any manner that would infringe or violate the rights of Agoro or any other party.
11. Agoro Platform availability
- Agoro will endeavor to monitor the functionality of the Agoro Platform and will use commercially reasonable efforts, periodically or within a reasonable time, to correct any defects in the Agoro Platform and to maintain, improve or modify the Agoro Platform to the extent that the Agoro Platform (whether as a result of such defects or otherwise):
no longer substantially performs its key functions; or
gives incorrect results or otherwise fails to function materially in accordance with any specification, thereby rendering your use of the Agoro Platform impossible.
- Agoro’s sole obligation with respect to the unavailability or interruption of the Agoro Platform is set out in Section 11.1. In no other circumstances will Agoro be liable to you, for any reason, if the Agoro Platform is unavailable at any time or for any period.
- Access to the Agoro Platform is permitted and offered on a temporary basis, and Agoro does not guarantee that the Agoro Platform will always available or be uninterrupted. Further, you acknowledge that the Agoro Platform is provided to you on an “as is” basis and may not be free from errors or bugs.
- Where we intend to suspend, withdraw, discontinue or change (each, an Alteration) the Agoro Platform in a way that would materially impact the Agoro Platform, Agoro will provide you with reasonable notice of such Alteration, as long as the decision to make the Alteration is within Agoro’s control and has not been imposed upon Agoro. In all other circumstances, Agoro may suspend, withdraw, discontinue or change all or any part of the Agoro Platform without notice.
12. Code of Conduct
- You shall apply standards of business which are consistent with Agoro’s Code of Conduct, details of which can be found at https://agorocarbonalliance.com/ or a copy of which is available upon request from Agoro.
- Non-compliance by you with the terms of the Code of Conduct shall entitle Agoro to terminate these Terms and any Program Agreements with immediate effect and without any liability whatsoever to you.
13. Term and Termination
- The agreement between you and Agoro based on these Terms shall commence and become legally binding when you click or tap any button or box marked “ACCEPT”, “AGREE” or “OK”. The rights granted by Agoro under these Terms will continue for the length of time that you are an authorized user of the Agoro Platform.
- Subject to the limitations set out in these Terms, either party may immediately terminate the provision or use of the Agoro Platform if:
- the other party is in material breach of these Terms and, if the breach is curable, fails to cure that breach within thirty (30) days after receipt of written notice;
- the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, or is dissolved or otherwise ceases its business operations or becomes subject to insolvency or bankruptcy proceedings and the proceedings are not dismissed within ninety (90) days; or
- the other party is in material breach these Terms more than twice, notwithstanding any cure of such breaches.
- Agoro may suspend the provision of the Agoro Platform in the following circumstances:
- if Agoro has reasonable grounds to suspect a breach of Sections 6 or 12;
- where Agoro has the right to terminate the applicable Program Agreement in accordance with its terms, Agoro may also suspend or terminate your use of the Agoro Platform; and
- in order to comply with applicable law. If any suspension under this Section 13.3 continues for more than thirty (30) days, you may, at any time until use of the Agoro Platform is reinstated, terminate your use of the Agoro Platform immediately upon written notice.
- On expiry or termination of these Terms:
- the rights granted by one party to the other shall immediately cease and you must cease all activities authorized by these Terms;
- Agoro shall cease providing you with access to the Agoro Platform.
- Nothing in Section 13 limits any mandatory statutory rights that might apply to you and which may enable you to terminate these Terms for valid cause.
14. Limitation of liability
- This Section 14 is entirely subject to, and will not prejudice, any limits and exclusions of liability in any Program Agreement.
- Agoro will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, the Agoro Platform; or
- use of or reliance on any content displayed on the Agoro Platform.
- Agoro will not be liable for any loss or damage caused by any virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Agoro Platform.
- Agoro shall further not be liable for damage resulting from the use of (or the inability to use) electronic means of communication the Agoro Platform, including, but not limited to, damage resulting from failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of viruses.
- Agoro will not be liable to Growers for the recommendations, advice or actions of Advisors.
- Nothing in these Terms excludes or limits either party’s liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGORO SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF SALES, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF BUSINESS OPPORTUNITY, GOODWILL AND/OR REPUTATION OR ANY OTHER DAMAGE, NOR FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES, IN EITHER CASE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PROVISION OR USE AND/OR INABILITY TO USE THE AGORO PLATFORM OR BY WAY OF INDEMNITY. YOUR SOLE REMEDY IN CASE OF DISSATISFACTION SHALL BE TO DISCONTINUE YOUR USE OF THE AGORO PLATFORM AND REQUEST AGORO TO CLOSE ANY ACCOUNTS THAT YOU MAY HAVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN THE EVENT THAT AGORO AND ANY AFFILIATED ENTITY IS LIABLE FOR YOUR LOSSES UNDER MANDATORY LAW, THE MAXIMUM AGGREGATE LIABILITY OF AGORO AND ITS AFFILIATES UNDER THESE TERMS, WHETHER BY WAY OF INDEMNITY OR OTHERWISE, SHALL BE LIMITED TO €5,000.
15. Disclaimer of warranties
- The Agoro Platform is made available to you “as is” without any warranties of any kind, whether implied or statutory. Except as expressly stated, Agoro disclaims all conditions, warranties representations or other terms which may apply to the Agoro Platform, whether express or implied, to the fullest extent permissible under applicable law, including any implied warranties or conditions of satisfactory quality, fitness for a particular purpose, non-infringement and title.
- Any information and recommendations conveyed as part of the Agoro Platform is intended only to serve as guidelines for the appropriate use of the Agoro Platform, and may not be deemed as a guarantee or indication of quality or compliance with applicable laws or regulations, or serve as a basis for liability towards Agoro or its representatives in any way whatsoever.
- Due to the multitude of different crops, grown in different production systems, on various soil types and qualities, and under differing climatic conditions, Agoro disclaims all warranties, express or implied, as to the accuracy of any information and recommendations provided under the Agoro Platform, and takes no liability for management decisions based on this information. When using the Agoro Platform, you accept that you will take full responsibility for all agronomic decisions, results and yields.
- All exclusions or limitations of liability, and any disclaimers of any kind, (including in this Section 15 and elsewhere in these Terms) are made on behalf of Agoro and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers.
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Agoro from and against all claims, losses, costs and expenses (including legal fees) arising out of (a) your use of, or activities in connection with, the Agoro Platform (including all submissions); and (b) any violation or alleged violation of these Terms by you.
17. Information or complaints
- If you:
- have a question or complaint regarding the Agoro Platform;
- are required to give Agoro notice in writing in accordance with any condition in these Terms; or
- wish to contact Agoro in writing for any other reason,
please contact Agoro using the applicable communication method available under the contact function of the Agoro Platform.
Agoro will use its reasonable endeavours to respond to all complaints or claims within reasonable time, and will, in any event, confirm receipt of your message by contacting you in writing, normally by e-mail. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with Agoro.
You may submit your ideas, feedback and suggestions (Suggestions) that might help Agoro to improve both your and other users’ use of the Agoro Platform. By sending Agoro Suggestions, you grant Agoro a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use, modify, distribute and use your Suggestions in any way.
If you believe in good faith that materials available as part of the Agoro Platform infringe your copyright, you (or your agent) may write to Agoro by mail or e-mail and request that Agoro removes such material or block access to it. Please be precise about the identity and location of the allegedly infringing materials. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send Agoro a written counter-notice. Please note Agoro has a policy of terminating the accounts of any repeat infringers under appropriate circumstances. Notices and counter-notices must be sent using the applicable communication method available under the contact function of the Agoro Platform.
18. Assignment and Subcontracting
- Agoro may at any time transfer all or any part of its rights and obligations under these Terms, and/or its agreement with you, to another company within the same group of companies as Agoro without requiring your prior consent. Agoro will provide to you notice of any such transfer within a reasonable time following such transfer. You may not transfer your rights or obligations under these Terms to another person or legal entity without Agoro’s express prior written consent.
- Agoro may at any time subcontract or delegate any or all part of its obligations under these Terms to another company within the same group of companies as Agoro. You may not subcontract or deal in any other manner with any of your rights or obligations under these Terms without Agoro’s express prior written consent.
19. Force Majeure
- Neither party shall be liable for any delay or defect due to any act of God, war, strike, lock-out, industrial action, fire, flood, draught, tempest or any other event beyond the reasonable control of either party, including if any failure is caused due to internet unavailability, lack of mobile data access, or security or other measures impeding access to the Agoro Platform.
- If any obligation under these Terms cannot be performed for a continuing period of three (3) months as a result of one or more of the events described in Section 19.1 then either party may terminate these Terms by notice in writing to the other at the end of this period.
20. Other important terms
- Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
- If Agoro fails to insist that you perform any of your obligations under these Terms, or if Agoro does not enforce Agoro’s rights against you, or if Agoro delays in doing so, that will not mean that Agoro has waived its rights against you and will not mean that you do not have to comply with those obligations. If Agoro does waive a default by you, Agoro will only do so in writing, and that will not mean that Agoro will automatically waive any later default by you.
- Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms are governed by Norwegian law. You and Agoro irrevocably agree that the courts of Norway will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation, save that Agoro shall have the right, as claimant, to initiate proceedings against you in any other court of competent jurisdiction in relation to the protection of Agoro’s intellectual property or other rights, or any breach by you of these Terms.