Terms and Conditions

Last Updated: June 12, 2023

These Terms of Service (these “terms”) contain the general terms and conditions that apply to customers, users, and visitors (collectively, “users,” or “you”) of OptimalAg Solutions LLC’s (“OptimalAg’s” or “our”) online and mobile services, including the website optimalagsolution.com, all services made available through the website, and all other applications, digital resources, or communications offered by OptimalAg including, without limitation, all such services, resources, and communications relating to the Warranty Plans and the OptimalAg portals (collectively, the “services”). OptimalAg is a corporation organized under the laws of the State of South Dakota.

These terms are an agreement between you and OptimalAg. Please read these terms carefully as they govern your conduct when using the services. These terms are incorporated into and are supplemental to any other specific, written agreements you may have with OptimalAg with respect to a service. Unless you have a specific, written agreement with OptimalAg providing otherwise, each of these terms apply to you.

By using the services, such as by accessing the website or other applications, you accept and agree to be bound by and abide by these terms. By using these services you represent and warrant (a) you are eighteen (18) years of age or older; (b) you have good right, title, and authority to enter into these terms on your own behalf and on behalf of any entity or person whom you purport to represent (which entity shall be considered part of you for purposes of these terms); (c) the use of these services and the entering into of these terms has been duly authorized and approved by any entity or person whom you represent; and (d) effective as of the date you first use the services, these terms constitute valid and binding obligations enforceable against you as described herein. If you do not agree to these terms or if you are unable to make the foregoing representations and warranties, you must not use the services.

Please note the information made available through the services has been compiled from both internal and external sources. Such information may include data prepared by third parties and provided by us or obtained from sources we believe to be reliable, but we cannot and do not guaranty the accuracy, timeliness, or completeness of such information for any particular purpose. Such information is inherently subject to change without notice and may become dated. You agree that we will not be responsible for any loss you experience as a result of your reliance on such information. We use reasonable efforts to make sure the information made available through our services is accurate and up to date, however, we do not represent or warrant that the information contained therein is accurate, compete, or fit for your particular purpose, and you should always verify any information obtained through our services before you act upon it. Please see Section 9 below for more information.

  1. GRANT OF LICENSE

The services, including all displays, images, video, and audio, as well as the design, selection, and arrangement thereof, are owned and provided by OptimalAg.

OptimalAg hereby grants you a non-exclusive, non-transferable, non-sublicensable, worldwide license to use the services subject to the restrictions in these terms. OptimalAg expressly reserves any rights not expressly granted herein. You are solely responsible for any hardware, software, and telecommunications necessary to access the services and OptimalAg makes no warranty or guaranty that the services will always be available or will not change.

  1. LICENSE AND USE RESTRICTIONS

Except as expressly authorized under these terms or in a separate written agreement between you and OptimalAg, you may not:

  • copy, modify, or create derivative works of the services, in whole or in part;
  • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the services;
  • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the services, in whole or in part;
  • remove any proprietary notices from the services;
  • use the services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
  • combine or integrate the services with any software, technology, services, or materials;
  • design or permit any applications to disable, override, or otherwise interfere with any OptimalAg’s communications to end users, consent screens, user settings, alerts, warning, or the like;
  • use the services to replicate or attempt to replace the user experience of the services in another application;
  • attempt to cloak or conceal your identity when requesting authorization to use the services;
  • use the services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities;
  • use the services to collect, disclose, or otherwise process another’s personal information without their consent to do so or in any other way in violation of applicable law; or
  • use the services in any manner that we determine in our reasonable discretion is abusive or harmful.

You also agree that you shall only use the services in a manner that complies with all applicable laws in the jurisdictions in which you use the services, and that you shall not violate or infringe the rights of any third party. Any such forbidden use shall immediately and automatically terminate your license to use the services without notice.

  1. TERM AND TERMINATION

These terms shall apply so long as you are using the services. We may terminate your access to the services at any time for any or no reason, unless otherwise provided in an express, written agreement between you and OptimalAg. Upon termination of your access to the services, you shall immediately discontinue use of the services. These terms shall survive termination of the services to the extent applicable.

  1. USERNAME AND PASSWORD

You may be required to provide certain registration details or other information and become a “Registered User” before accessing certain features of the services.  It is a condition of your use of these services as a Registered User to ensure all the information you provide is correct, current, and complete.  The information you provide will be treated and used in accordance with our Privacy Policy which is incorporated by reference herein.  If you choose or are provided with a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity.  You acknowledge that your account is personal to you and agree not to provide any other person with access to the online services or portions of it using your username, password, or other security information.  You must notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.  You must exit from your account at the end of each session and use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen or provided, at any time in our sole discretion for any or no reason, including, without limitation, if, in our opinion, you have violated any provision of these terms.

  1. MODIFICATION, DISCONTINUATION, OR SUSPENSION OF SERVICES

OptimalAg may, in its sole discretion and at any time, modify or discontinue the services in whole or in part. For modified services, you may be requested to accept a modification or new terms when you log in to your account. If you do not accept the amended terms, you will not have access to the services.

OptimalAg may discontinue its services at any time without notice. Any dated information is published as of its date only and we do not undertake any obligation or responsibility to update or amend any such information.

OptimalAg may temporarily suspend access to the services under certain circumstances, including, without limitation: (i) OptimalAg reasonably determines that: (A) there is a threat or attack on any of our intellectual property; (B) your use of our services disrupts, or poses a security risk, to our intellectual property; (C) you use our services for fraudulent or illegal activities, of for any other purpose prohibited by these terms; (D) subject to applicable law, if you or the entity with which we have agreed to provide the services to you has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) our provision of the services is prohibited by applicable law; or (ii) any vendor of OptimalAg has suspended or terminated our access to or use of any third-party services or products required to enable your access the services; or (iii) if the service is one available only to paying subscribers, you or the entity with which we have agreed to provide the services to you fails to make payment when due.

  1. PROPRIETARY RIGHTS

The services, including, without limitation, any of our Internet operations, design, content, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, including, without limitation, templates and designs of goods offered or sold, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, good will, moral rights, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof shall remain the sole and exclusive property of OptimalAg, and you shall have no interest in them whatsoever.

All right, title, and interest in and to the services, except for information and content generated by you and third parties, are and will remain our exclusive property. Our intellectual property rights in the services are protected by copyright and trademark laws of the United States and international treaties, as well as other domestic and international laws. Nothing in these terms gives you a right to use our trademarks, logos, domain names, and other distinctive brands. There is also nothing in these terms that gives you the right to copy the services, to copy any feature or portion of the services, or create a derivative of the services, all of which is expressly prohibited. Unless prohibited by law, any feedback, comments, or suggestions you may provide regarding the services are entirely voluntary and we will be free to use your feedback, comments, or suggestions as we see fit and without any obligation or approval to you whatsoever.

  1. SUBMISSIONS; USE BY OTHERS

You are solely responsible for the contents of your transmissions through the services. Your use of the services is subject to all applicable local, state, national and international laws and regulations and the license and use restrictions set forth above.

You agree to monitor the use of the services by any other person, whether an employee, agent, or otherwise, who is acting on your behalf, at your direction, or using your online account, for any activity that violates applicable laws, rules, and regulations or any of these terms, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the services from further use of the services. You agree to provide a resource for users of the services to report abuse of the services at your operations. As between you and us, you are responsible for all acts and omissions of your end users in connection with yours and their use of the services.  You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of the services and you represent and warrant that you have provided such notices and obtained such consents before submitting or allowing end users to submit information to us.

  1. INDEMNIFICATION

You agree to immediately notify OptimalAg of, and indemnify and hold OptimalAg, its parents, subsidiaries, affiliates, officers and employees, harmless from, any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the services, (including the unauthorized use of your account or any other breach of security attributable to your use of the services), the violation of these terms by you, or the infringement by you, or another user using your computer, on any intellectual property or other right of any person or entity.

  1. FOR INFORMATIONAL PURPOSES ONLY

THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY, AND YOU SHOULD NOT CONSTRUE ANY SUCH INFORMATION OR OTHER MATERIAL AVAILABLE THROUGH THEM AS LEGAL, TAX, INVESTMENT, FINANCIAL, OR OTHER ADVICE. THE INFORMATION AND OTHER MATERIAL AVAILABLE ON THE SERVICES IS OF A GENERAL NATURE AND DOES NOT ADDRESS THE CIRCUMSTANCES OF ANY PARTICULAR INDIVIDUAL OR ENTITY. YOU ASSUME THE SOLE RISK AND RESPONSIBILITY OF EVALUATING THE INFORMATION AND OTHER MATERIAL AVAILABLE THROUGH THE SERVICES BEFORE MAKING ANY DECISIONS. YOU AGREE NOT TO HOLD US LIABLE FOR ANY DECISION YOU MAKE BASED ON THE INFORMATION OR MATERIALS AVAILABLE ON THE SERVICES.

  1. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OPTIMALAG (INCLUDING, WITHOUT LIMITATION, ITS PARENTS, AFFILIATES, INDEPENDENT CONSULTANTS, SUBCONTRACTORS, AGENTS, DISTRIBUTORS, OR ANY CLIENT OF OPTIMALAG (COLLECTIVELY, “OPTIMALAG THIRD PARTIES”)) ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY OF YOUR COMMUNICATIONS, DATA, OR PERSONALIZATION SETTINGS.

OPTIMALAG AND OPTIMALAG THIRD PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, QUIET ENJOYMENT, TITLE, MERCHANTABILITY OF COMPUTER PROGRAMS AND INFORMATIONAL CONTENT.

NEITHER OPTIMALAG NOR ANY OPTIMALAG THIRD PARTIES MAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR OR VIRUS FREE; NOR DO OPTIMALAG OR ANY OPTIMALAG THIRD PARTIES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SOFTWARE DRIVING THE SERVICES WILL BE CORRECTED.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE DO NOT GUARANTEE THE SECURITY OF THE SERVICES OR THE PREVENTION FROM LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO, YOUR ACCOUNT INFORMATION OR DATA, OR THAT THE SERVICES WILL BE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

WE MAY MODIFY, SUSPEND, OR DISCONTINUE OFFERING THE SERVICES AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE OR COMPENSATION TO YOU. THE SERVICES MAY BECOME UNAVAILABLE DUE TO MAINTENANCE, OUTAGE, OR ANY OTHER REASON WHATSOEVER. WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER RELATING TO OR RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, MISTAKES, OMISSIONS, SERVICE INTERRUPTIONS, DELETION OF FILES, LOSS OR MODIFICATION OF CONTENT OR DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, COMMUNICATION FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO ANY SERVER, RECORDS, PROGRAMS, OR SERVICES, WHETHER OR NOT LIMITED TO CIRCUMSTANCES BEYOND OUR CONTROL.

THE SERVICES MAY CONTAIN LINKS TO THIRD-PARTY SITES NOT AFFILIATED WITH US IN ANY WAY. THESE LINKS ARE PROVIDED TO YOU ONLY AS A CONVENIENCE AND ARE NOT UNDER OUR CONTROL. WE ARE NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE, OR ANY LINK CONTAINED ON A SITE LINKED THROUGH THE SERVICES. THE LINKS WE PROVIDE DOES NOT IMPLY THAT WE HAVE ENDORSED ANY THIRD-PARTY SITE THAT A LINK IS PROVIDED FOR.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION PROVIDED VIA THE SERVICES IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SERVICES FROM OUTSIDE THE UNITED STATES, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

  1. LIMITATION OF LIABILITY

IN NO EVENT WILL OPTIMALAG, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS AND EMPLOYEES, OR ANY OPTIMALAG THIRD PARTIES BE LIABLE TO YOU  FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE FOR LOSS OF PROFITS, REVENUE, OR GOODWILL, USE, DATA OR OTHER INTANGIBLES, WHETHER THE CLAIM IS BASED UPON CONTRACT, BREACH OF WARRANTY, TORT, OR OTHER THEORY, RESULTING FROM OR CONCERNING THE USE OR THE INABILITY TO USE THE SERVICES OR YOUR FAILURE TO COMPLY WITH THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF OPTIMALAG OR ANY OPTIMALAG THIRD PARTIES FOR ANY CAUSE OF ACTION OR REASON WHATSOEVER EXCEED YOUR PAST SIX (6) MONTHS OF FEES PAID TO OPTIMALAG, OR, IN THE EVENT YOU HAVE PAID NO FEES, ONE-HUNDRED DOLLARS ($100.00 USD). YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS IS TO DISCONTINUE THE USE OF THE SERVICES. THE LIABILITY OF ANY PARTY UNDER THESE TERMS SHALL BE CUMULATIVE AND NOT PER INCIDENT. OPTIMALAG DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO:

  • ANY ERRORS IN OR OMISSIONS IN THE SERVICES AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS,
  • ANY ERRORS OR OMISSIONS RESULTING FROM YOUR USE OF THE SERVICES,
  • ANY THIRD-PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN OUR SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM,
  • THE UNAVAILABILITY OF THE SERVICES, OUR SITE, OR ANY PORTION THEREOF,
  • YOUR USE OF THE SERVICES AND/OR ANY ERRORS OR OMISSIONS IN DATA ENTRY BY YOU, OR
  • YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES.

YOU MUST COMMENCE ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. NOTICES

Unless otherwise provided herein or in another express, written agreement between you and OptimalAg, notices given by us to you will be given by email. Notices will be sent to the email address you provide to OptimalAg as part of the registration process, or to updated addresses which you provide to OptimalAg via notice consistent with this paragraph. Notices given by you to OptimalAg must be given by email to support@optimalagsolutions.com or such updated address and number as OptimalAg may provide you consistent with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the email address last provided by you to OptimalAg shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

  1. GOVERNING LAW; JURISDICTION AND VENUE

These terms shall be governed by and construed in accordance with the laws of the State of South Dakota notwithstanding any conflict of law’s provisions. You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of South Dakota (the “South Dakota Courts”) for any litigation or controversy arising out of or relating to these terms, (ii) agree not to commence any litigation arising out of or relating to these terms except in the South Dakota Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.

  1. GENERAL

If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. The section titles in these terms are solely used for the convenience of the parties and have no legal or contractual significance. These terms may be assigned in whole or in part by OptimalAg. These terms may not be assigned in any manner by you without the express, prior written permission of OptimalAg.

Our failure to enforce any right or provision of these terms will not be deemed a waiver of such right or provision. Any waiver will be in writing and signed by the waiving party.

We may revise these terms at any time in our sole discretion by posting such revised terms on the terms page of optimalagsolutions.com. Please review the terms page on a regular basis for changes. Continued use of our services following any change constitutes your acceptance of the change.

If you have questions regarding these terms, please contact us at support@optimalagsolutions.com.