Terms of Service

Last updated: June 9, 2021

1. Acknowledgment and Acceptance of Terms 

Thank you for using our products and services. Companies Agremo Ltd., Belgrade, Serbia and Agremo, Inc., Delaware, the USA (jointly the “Agremo”, “us”, or “we”) provide www.agremo.com as well as the other websites under the agremo.com domain (the “Site(s)”), software packages called “Agremo“, Agremo Plant Insight Application, and other software and tools developed by Agremo, as a part of service (the “Software“) with related Software hosting, maintenance and support services of standard level (the “Software Service”) as well as related broader scope or higher level of Software and customer support service or services such as, not limiting to, project planning, project management, business or technical consulting services, business or technical trainings on different levels, business analysis and solution design, Software analysis and design, specific Software functionalities development, Software localization, Software implementation and integration services and related development (the “Related Services”) (collectively the Site(s), Software, Software Service and Related Services are referred as the “Service(s)”) that is intended to provide, not limiting to, a full range of crop analysis and statistic data such as plant counting and plant health analysis, and a field management by an insight obtained from such data and visualized, user-friendly, geo-referenced map of a fields, by using remote sensing platforms such as, but not limited to, any aircrafts, drones, or satellites. The Services shall be provided by Agremo subject to your compliance with all the terms, conditions, and notices contained or referenced in (i) these Terms of Service, (ii) purchase order, (iii) and any other document such as general code of conduct or technical requirements as may be published on our Site or otherwise agreed or accepted by the parties expressly referring to and incorporating itself into the agreement as the case may be (together stated documents shall constitute and be known as the “Terms” or the “Agreement”) and will apply to the contract between the parties to the exclusion of any other terms that you may seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing. When construing the meaning of the Agreement, the documents listed in this section shall be interpreted in a reverse order of priority in the event of any inconsistency or conflict with documents appearing later in the list taking priority over documents appearing earlier in the list. By using the Service or accessing any of the Sites, you agree to be legally bound by the Terms and the Privacy Policy, available here, which is incorporated herein by reference.  

We, acting in our sole discretion, reserve the right to change the Terms of Service from time to time through our Site. You acknowledge and agree that it is your responsibility to review the Terms of Service periodically to learn of any modifications. Your continued access or use of the Services after such posting constitutes your consent to be bound by the modified Terms of Service and you should check the Terms of the Service to ensure that you understand the terms and conditions which will apply to the Agreement at that time

2. License

Subject to your compliance with the Terms, Agremo hereby grants you, for the term of the Agreement, a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Software on your personal device solely in connection with your use of the Services for limited number of authorized users; and (ii) access and use any content, information and related Materials (defined below) that may be made available through the Services, in each case solely for your use excluding any resale. Any rights not expressly granted herein are reserved by Agremo and Agremo’s licensors.

This license is granted for the limited number of your authorized users and other usage metrics as recited at Site or in purchase order or other document agreed or accepted by the parties as the case may be.   

No right or license is being conveyed to you to use the Software at any other location such as to install it to servers within your premises, use it at the scale and extent outside the usage metrics recited at Site or in purchase order or other document agreed or accepted by the parties as the case may be or at the devices and infrastructure other than specified. You are prohibited from making any copies, archival or otherwise, of the Software and from duplicating, modifying, creating derivative works from or reverse engineering all or any portion of the Software as regulated in detail in provision of clause 7 hereof. You are further prohibited from using the Software in any manner other than as described in the Terms.

Any use, modification or distribution of the Software and/or Service or any user specification or other documentation, on any media, including Site, provided by Agremo for use of the Software (the “Documentation”) by you outside the scope of the license granted in provisions of this clause 2 is expressly prohibited. 

3. Open Source and Other Third Party Software

The Software may contain or be accompanied by software code provided by third parties (“Third Party Software”) that is subject to separate license terms (the “Third Party Terms”), and not any license contained in the Terms. Your use of the Third Party Software in conjunction with the Service in a manner consistent with the Terms is permitted and is granted in accordance with and subject to applicable license and other terms and conditions specified by the Third Party Terms. However, you may have broader rights under the applicable Third Party Terms and nothing in the Terms is intended to impose further restrictions on your use of the Third Party Software.

4. Eligibility

If you are a natural person, by agreeing to the Terms, you represent and warrant to us that:

(a) you are at least 18 years old;
(b) you have not previously been suspended or removed from the Service; and
(c) your registration and your use of the Service is in compliance with all applicable laws and regulations.

If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to the Terms and you agree to be bound by the Terms on behalf of that organization. 

You must ensure that all authorized users on behalf of you as a natural person or such entity as applicable fulfill above conditions stipulated for a natural person as applicable. 

In case of online subscription, any person or legal entity wishing to become user of the Service shall apply online. We may require additional information from you prior to accepting your online subscription. Acceptance of your online subscription for the Service and any renewal thereof are at our absolute discretion and we are not obligated to disclose reasons to an unsuccessful applicant as to the requirement to accept any online subscription for the Service.  

5. User Responsibilities

You are solely responsible for ensuring that you comply with all applicable legal requirements for the operation of any aircraft, including any requirement that you detect and avoid other aircrafts. You must at all times comply with all applicable local, state, national, and international laws and regulations related to the operation of unmanned aerial devices and your use of the Service in your territory of operation, including any applicable laws with regard to privacy. You will obtain and maintain all necessary licenses, consent, and authorizations of any kind. The provision of this clause shall be applicable to the extent that may be of relevance to you.

You understand that by using the Service, you are given access to remotely sensed data and analytics including but not limiting of drone, manned aircraft or satellite extracted imagery for your information and use excluding any resale solely as intended through the provided functionality of the Service and as permitted under the Terms. You are solely responsible for your own User Content (as defined below) including generating user data, content and data to utilize Service and uploading all such content and data when using the Service and the consequences of posting your User Content when using the Service, including your use of the Service that results in a violation of any individual’s or organization’s privacy rights.

You will (i) at your cost, provide Agremo with any necessary cooperation, data and access to information related to the Services as may be required by Agremo, its agents or contractors or resellers, in order to provide you satisfactory Services, (ii) carry out all other responsibilities set out in the Agreement in a timely and efficient manner (in the event of any delays, Agremo may adjust any determined timetable or delivery schedule as reasonably necessary without any application of provision of this Agreement regarding amendment of terms and conditions thereof); (iii) ensure that the authorized users use the Service in accordance with the terms and conditions of the Agreement and will be responsible for any breach of the Agreement by either; (iv) ensure that your network and systems comply with the relevant specifications as may be provided by Agremo from time to time including but not limited to recommended browsers, system performances; (v) be solely responsible for procuring and maintaining your network connections and telecommunications links, and maintaining appropriate user equipment; (vi) provide a single main point of contact who can address questions or issues relating to the Service, provide timely feedback and review any changes to the Service.

6. Confidentiality

Except as explicitly excluded below, any information of a confidential nature provided by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) constitutes the Disclosing Party’s confidential information (“Confidential Information”). Agremo’s Confidential Information includes any information and/or Documentation related to the Service conveyed to you in our communication that is not related to information and/or Documentation concerning any part of the Service provided by Agremo that has been publicized on the Site or made otherwise available to the public by Agremo. Your Confidential Information includes your data. Confidential Information shall not mean information that the Receiving Party can prove in writing (i) is in or becomes part of the public domain other than through an unauthorized or improper act or omission of the Receiving party; (ii) is or was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (iii) is or was lawfully received from a third party having no obligation as to its confidentiality; or (iv) consists of ideas not subject to protection as intellectual property under any applicable law. Each party shall not, without the prior express written consent of the other party, during the term of the Agreement and for additional five-year period thereafter disclose or reveal to any third party or utilize for its own benefit other than pursuant to the Terms, any Confidential Information provided by the other party.

The Receiving Party shall not use or copy the Disclosing Party’s Confidential Information for any purpose other than in furtherance of authorized purposes under this Agreement and only as necessary to perform its obligations under this Agreement. Each party will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. 

The restrictions on disclosure shall not apply to the extent that Confidential Information is required to be disclosed pursuant to any order or directive of a court or governmental agency of competent jurisdiction, provided that, to the extent practicable, prior notice is given to the Disclosing Party so that it may, in its discretion, seek a protective order or other relief from disclosure and in which case the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed. Upon Disclosing Party’s request, Receiving Party shall return all Confidential Information of the Disclosing Party in its possession. 

The Receiving Party shall restrict disclosure of, and access to, the Disclosing Party’s Confidential Information solely to its employees or other personnel and any agent or contractors (such as your drone operators, contractors or otherwise engaged personnel) or any other authorized user if applicable who need to know such Confidential Information in furtherance of the authorized purposes under this Agreement. Each of your employees or other personnel or any agent or contractor appointed by you or any other authorized user if applicable, performing duties hereunder, shall be made aware of this Agreement and you shall ensure that said persons shall respect the same level of confidentiality contained herein.

7. Reverse Engineering Ban

You recognize that the Software is the proprietary and confidential property of Agremo and/or its affiliates, suppliers and licensors if any. 

During the term of the Agreement and after termination or expiration thereof, you agree not to, directly or indirectly, and shall not attempt to: (i) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the internal structure, the source, object or executable code, design, or organization of all or any portion of the Software, or any part thereof, or to aid or to permit others to do so; (ii) remove any Software identification or notices of any proprietary or copyright restrictions from any Software or any Software support material; (iii) copy, modify, or translate the Software or, unless otherwise agreed, develop any derivative works thereof or include any portion of the Software in any other software program; (iv) separate the Software into code or component parts for distribution or transfer to a third party; (v) build, develop or create any product or service which competes with or is substantially similar to the Service created by Agremo, or permit, assist or encourage any third party to do so, unless you can demonstrate that (a) an independent third party has licensed or sold the services (or something similar to them) to you on arms’ length terms, and (b) such competing solutions do not incorporate or contain, are not based upon, and do not rely in any way upon any Confidential Information disclosed by Agremo to you, or to which you otherwise gained access, pursuant to the Agreement or any previous contract between the parties.

8. Term 

In the case of online subscription, this Agreement shall be effective as of the date of payment of Subscription Fee (as defined below) and shall extend for the period of 1 (one) year thereafter or 1 (one) or several month(s) thereafter as applicable. This Agreement shall be automatically renewed for additional consecutive periods equal in duration to the expiring Agreement term on condition that your credit card or other used payment method as applicable may be charged for monthly or annually access as applicable unless you or we, at our absolute discretion, cancel your online subscription before the payment processing system charges your credit card or other used payment method as applicable for the additional periods. 

In the case of subscription under purchase order, this Agreement shall be effective as of the date of the order date for the period of 1 (one) year thereafter or otherwise as regulated by the purchase order and any renewal of such Agreement shall be regulated by new purchase order.  

9. Termination

Your duties under the Terms are material obligations. Termination of your account or suspension or prohibition of your access to the Service shall constitute the termination of the Agreement. 

You agree that we may, at any time, and at our sole discretion, terminate your account or suspend or prohibit your access to the Service without prior notice to you for violating any terms and conditions of the Terms or for any other reason constituting breach of legislation or ethics. In the stated case, termination is effective on the date of termination of your account or suspension or prohibition of your access to the Service. 

You agree that we may, alternately, at our sole discretion and in the spirit of good faith, terminate your account or suspend or prohibit your access to the Service with prior notice to you in the event of any of the above paragraph stated violations provided that during a period granted in the notice you fail to cure such violation. In the stated case, termination is effective on the day following expiration of period granted in the notice to cure the violation without sending any further notification to you. 

Upon termination of your use of the Service, you continue to be bound by this Agreement for obligations surviving termination of the Agreement. 

You may terminate your account at any time on 1 (one) month written notice for annual access or on 5 (five) days’ written notice for monthly access to Agremo for any reason by contacting customer service at [email protected] or other email address if specified in a purchase order when applicable. 

If you or Agremo terminate your account, you remain obligated to pay all outstanding Subscription Fee, if any, relating to your use of the Service incurred prior to termination and any other Additional Subscription Fee or Related Services Fees (as defined below) determined for remaining term of the Agreement if such fees have not been paid in advance. 

Upon the expiration or termination of the Agreement, all rights granted to you under the Agreement shall forthwith terminate and immediately revert to Agremo and you will discontinue all use of the Service.

10. Account Information

Accounts Information and Registration

In order to use the Service, you must register for an account. You agree that the information you provide to us when registering is accurate and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected] or other email address if specified in a purchase order when applicable.

11. Ownership, Proprietary Rights

Agremo owns and shall retain all right, title and interest in and to: (i) the provision and/or production of Software, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code or executable code), products, Services, and all other elements of the Service (including all copies and derivative works thereof, by whomever produced), and associated Documentation (“Materials”) including all intellectual property rights embodied therein, (ii) all of the Software and/or Service names, logos and other marks, trademarks, trade names or any other designations (whether registered or unregistered), and (iii) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Service (whether registered or unregistered). You shall have no rights with respect thereto other than the limited rights expressly set forth in the Terms. Except as expressly authorized by Agremo, you may not make use of the Materials and you will not be granted any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services and their Materials. Upon expiration or termination of the Agreement, if applicable, Agremo may require that you transmit to Agremo, at no cost, all Material if any, provided, however, that you will be permitted to retain a full copy of all Material subject to the confidentiality provisions of the Terms.

Feedback. In addition, if you provide any feedback, comments, suggestions, or other information or materials to us related to the Service and/or your use of the Service including without limitation any ideas, concepts, know-how or techniques contained therein (“Feedback”), than you hereby assign to Agremo all right, title, and interest in such Feedback and grant to Agremo a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. No Feedback will be deemed your Confidential Information, and nothing in these Terms limits your right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. 

12. Billing and Payment

In consideration for the license granted to you hereunder during the term of the Agreement, you agree to pay to Agremo (i) fee for the use of Software and Software Service and (ii) fee for per use charged analyses if any (the “Subscription Fee“). 

Access to the Service requires you (i) to purchase an online subscription and to pay our automatically recurring monthly or annually Subscription Fee as recited in online subscription or purchase order or other document agreed or accepted between the parties as applicable or (ii) submit a valid purchase order and to pay Subscription Fee pursuant payment terms stipulated therein. 

Access to certain features of the Service may require you to pay following additional fees: (i) in the event that you should add or purchase additional functionalities to currently being licensed as determined by online subscription or purchase order or other document agreed or accepted between the parties, you agree to pay Agremo an additional subscription fee as recited in purchase order or other document agreed or accepted between the parties (the “Additional Subscription Fee“) and (ii) in the event that you should be provided the Related Services as determined by purchase order or other document agreed or accepted between the parties, you agree to pay Agremo the related services fees recited in purchase order or other document agreed or accepted between the parties (the “Related Services Fees“).

In case of online subscription you will pay our fees via credit card or other online payment method and you agree to provide accurate payment information and hereby authorize Agremo to charge such credit card or other payment method for monthly or annually Subscription Fee as applicable and any renewal thereof. For monthly or annually payment plans, the Service is billed automatically in advance on a monthly or annually basis. 

In case of subscription under purchase order or other document agreed or accepted between the parties you will pay all fees in accordance with each purchase order, by the due dates and in the currency specified therein. 

More information about billing and payment are available at Documentation page.

13. Refund Policy

If you or Agremo terminate your account, and monthly or yearly Subscription Fee or other fees have been paid in advance online or otherwise, Agremo shall not refund you a pro rata portion of the fees allocable to remaining term of the Agreement.

There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months, analysis acres or other usage metrics allotted to the account unused with an open account under online subscription or purchase order or other document agreed or accepted between the parties due to your default. 

In case that we cannot provide the Service for any reason that cannot be contributed to user’s default following receipt of one-off payment made by you under free account opened online, we shall refund you full amount of your one-off payment due to our inability to deliver such analysis. 

In case that we cannot provide the part of the Service, such as completing the launched field analysis, for any reason that cannot be contributed to your default as an online subscriber or subscriber through a purchase order, we shall return to your account full number of acres previously consumed for analysis that was requested by you but unrealized due to our inability to deliver such analysis. 

14. Third Party Integrations and Data Exchange

14.1. John Deere™ Operations Center Users

Agremo’s Services are integrated with John Deere™ Operations Center (“JDOC”). If you are JDOC user, you can connect accounts by login with the same credentials (e-mail and password). Agremo does not have any possibility to see or store or use your JDOC password, because login is done via JDOC servers. The communication between two Agremo and JDOC platforms is protected and encrypted. After using Agremo’s Services, you can send obtained data (such as geographical analysis results, statistical analysis results) to JDOC and use that data with other information stored on JDOC platform. Agremo collects minimum JDOC user’s data, precisely, minimum data is needed for the provision of Agremo’s Services.

15. User Content

15.1. User Content Generally

Certain features of the Service may permit users to generate or post content, including messages, reviews, video, maps, models, folders, data, text, photographs, images, and data gathered by an aircraft, drone, satellite or other device, (collectively, “User Content”). You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.

15.2. User Content License Grant

To reiterate from the paragraph 15.1 above, you own all of the User Content you post or submit on the Service. By using the Service, you grant Agremo a non-exclusive, irrevocable, fully paid and royalty-free, transferable, sublicensable, worldwide license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User Content for the purpose of providing and improvement of the Service. [For example, we need these rights in order to process, analyze, store and display your data so you can view it while using Service, as well as to provide you support.] By publicly sharing User Content, you hereby grant to other users of the Service a non-exclusive license to access and use such User Content as permitted by these Terms and the functionality of the Service in the manner applicable to such other users.

15.3. Third-Party Services

Agremo may provide tools through the Service that enable you to export information, including User Content, to third-party services (such as Twitter or John Deere Operations Center). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information.

15.4. User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you represent, and warrant that: you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Agremo and users of the Service to use, process, and distribute your User Content; and your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe any third-party right, including any intellectual property, privacy or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person or entity.

15.5. User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. Agremo may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates the Terms or is otherwise objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Agremo with respect to User Content.

16. Setup, Training, And Acceptance

Agremo shall setup the Services for you in accordance with the delivery schedule recited in purchase order or other document agreed or accepted between the parties. At the time of such setup, Agremo shall provide you with appropriate Documentation for the Services in the English language.

Agremo may train your employee(s) or any authorized persons for the use of the Services. If agreed, all training services fees shall be recited in purchase order or other document agreed or accepted between the parties under the Related Services Fees. Any such training will be done in the English language, and via internet, if not otherwise agreed.

In the event that you fail to notify us of any difficulties or problems with the Services within the acceptance period of 10 (ten) calendar days after setup thereof, you shall be deemed to have accepted the Services. Prior to acceptance of such Services, Agremo shall have the right to repair or replace the Services at its discretion. Upon acceptance of such Services, Agremo shall be under no obligation to repair or replace such Services except as provided for in the warranty provision in these Terms of Service.

17. Improvements

Any improvements or modifications such as but not limited to, updates, enhancements, error corrections, new versions, new releases, bug fixes, patches and other modifications made by Agremo to the Software standard version shall be at Agremo’s sole discretion provided to you at no extra charge and shall be automatically included in the Subscription Fee. In case of the improvements and upgrades made to the Software or Documentation at your specific request, Agremo shall inform you of any increase in the fees as a result such improvements or modifications, if any, and you agree to pay Agremo, subject to the type of your request, an Additional Subscription Fee and/or Related Services Fees as recited in purchase order or other document agreed or accepted between the parties. 

18. Warranties

Agremo represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.

Agremo warrants that the Software will perform in accordance with the Documentation provided by Agremo. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

In the event of a claim by you under this warranty, Agremo shall have the option to either repair or replace the Software. In the event that Agremo fails to repair or replace the Software within a reasonable period, your sole recourse shall be to terminate the Agreement and Agremo’s sole obligation shall be to return Subscription and other services fees if any paid by you at a prorated rate for remaining period of the Agreement following termination of Agreement. In no event shall Agremo be liable for any incidental, consequential, or punitive damages.

19. Disclaimers, Limitation of Liability, Indemnity

19.1. Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND YOU AGREE TO BE GRANTED LICENSE RIGHT OVER THE SERVICE AS WORK OF AUTORSHIP  HAVING IN CONSIDERATION ALL ITS KNOWN PROPERTIES AND POSSIBILITY OF CONTAINING ANY POTENTIAL HIDDEN DEFECTS. AGREMO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, AGREMO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

19.2. Limitation of Liability

IN NO EVENT WILL AGREMO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, EVEN IF AGREMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AGREMO’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE SUBSCRIPTION FEE AMOUNT PAID TO AGREMO BY YOU UNDER THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

YOU ACKNOWLEDGE AND AGREE THAT THE PRICES AND FEES CHARGED BY AGREMO IN THIS AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES SUBJECT TO THE PROVISIONS FOR EXCLUSIVE REMEDIES, DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION IN THIS AGREEMENT. THESE PROVISIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE FEES CHARGED BY AGREMO. IN CONSIDERATION OF THESE FEES, YOU AGREE TO THIS ALLOCATION OF RISK AND HEREBY WAIVE ANY AND ALL RIGHTS, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK.

19.3. Indemnity

You agree to defend, indemnify, and hold us harmless against all costs, damages, expenses, and losses (including adjudicated attorney fees and costs) incurred through claims of third parties against us based on breach by you of any representation and warranty made in the Agreement. You also agree to defend, indemnify, and hold Agremo harmless against all costs, damages, expenses, and losses (including adjudicated attorney fees and costs) based on or arising out of use of the Service by you and for any third-party claim for infringement of its intellectual property rights based on your use of the Services.

20. Force Majeure

Agremo will not be liable for any failure or delay in the availability of the Service or any other performance of its obligations under the Terms including but not limiting to account of strikes, shortages, riots, insurrection, natural catastrophes, such as flood, storm, earthquakes, hurricane or typhoon, fire, explosions, acts of God, war, hostiles, revolution, invasion, governmental action, labor conditions, earthquakes, material shortages, pandemics or any other cause that is beyond Agremo’s reasonable control, including any failure of the wireless cellular services provided by any third party in connection with use of the Service.

21. Designation of Licensor Legal Entity 

Each purchase order or online subscription purchase shall designate the licensor legal entity (Agremo, Inc. or Agremo Ltd.) as contracting party with you under the Terms. 

If no designation of the licensor legal entity in case of online subscription purchase or otherwise, you are hereby advised that the licensor legal entity, as contracting party with you under the Terms, shall be Agremo Ltd. 

22. Dispute Resolution

These Terms of Service provide that the Agreement between you and Agremo, Inc. shall be governed by laws of State of Delaware, USA, without regard to or giving effect to any choice or conflict of laws rules. All disputes between you and Agremo, Inc. will be resolved by the courts of the State of Delaware, USA located in the city of Dover, in Kent County, Delaware. 

These Terms of Service provide the Agreement between you and Agremo Ltd. shall be governed by laws of Republic of Serbia without regard to or giving effect to any choice or conflict of laws rules. All disputes between you and Agremo Ltd. will be resolved by competent court of the Republic of Serbia located in Belgrade. 

23. Miscellaneous

The Agreement is the entire agreement between you and Agremo and revokes and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed by the parties and specifically referring to this Agreement. You and Agremo are independent contractors, and the Agreement will not establish any relationship of partnership, joint venture, or agency between you and Agremo. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. Failure to exercise any right under this Agreement will not constitute a waiver. Any notice provided by one party to the other under this Agreement will be in writing in the English language and sent either (i) by certified or registered mail by a reputable international service (return receipt confirmation requested), in the case of you to your address on record in Agremo’s account information and in the case of Agremo, to the address listed below, or (ii) by electronic mail, which shall be deemed delivered on the day sent unless returned to sender, to your email address on record in Agremo’s account information or to Agremo at [email protected] or other email address if specified in a purchase order when applicable. If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement and the Agreement will be construed as if such provision had not been included. The license granted hereunder is personal to you and may not be assigned by any act of you or by operation of law or in connection with a transfer of substantially all your assets unless with the prior written consent of Agremo

24. Contact Us

If you have questions about this Agreement or about Agremo, please contact us by email at [email protected] or other email address if specified in a purchase order when applicable.

Agremo Ltd., having its registered office at address 12 Djordja Stanojevica Str., 11070 Belgrade, Republic of Serbia. 

Agremo, Inc., having its registered office at the address 8 The Green, Suite # 12076, Dover, Delaware 19901, USA.