This Purchase Order (“Order”) is executed by the Customer named below (“Customer”) and TerroDesigns LLC, a California-based company, whose address is 4960 Palo Dr, Tarzana CA 91356. Upon execution by both parties, this Order shall constitute an Agreement (“Agreement”) byTerroDesigns to sell and by Customer to purchase the AgDrone System in the quantities set forth herein (the “System”). This Order and the Agreement are subject to the attached Terms and Conditions of Sale, which are incorporated by this reference herein. The Agreement shall become effective on the date on which it is fully executed by both parties (the “Effective Date”).
In consideration of the mutual promises set forth herein, the parties agree as follows
1. Subject to the terms and conditions set forth herein,TerroDesigns agrees to sell the System to Customer and Customer agrees to purchase the System from TerroDesigns.
2. The System consists of: (a) hardware manufactured by or for TerroDesigns (“Hardware”); (b) computer software developed by or for TerroDesigns (“Software”); and (c) components manufactured by third parties (“Third party Components”). Customer agrees that its rights and obligations with respect to Third Party Components shall be governed by the documentation provided with such components, and TerroDesigns shall have no responsibility with respect to such components.
3. The System Software is licensed, not sold. TerroDesigns hereby grants Customer a non-exclusive, non-transferable license to use the Software, in object code only, only with the Hardware, and only for the purpose of operating the Hardware. Customer may not modify, adapt, translate, reverse engineer, decompile, disassemble or create a derivative work based upon the Software. Customer shall not make or distribute unauthorized copies of the Software, and shall acquire no rights of ownership in the Software. Title to and ownership of the Software and all extensions, enhancements and modifications thereof shall remain at all times with TerroDesigns and/or its licensors.
4. Customer shall pay TerroDesigns the purchase price set forth above (the “Purchase Price”) on the following terms:
4.1 Upon execution of this Agreement by both parties, Customer shall pay TerroDesigns a nonrefundable deposit in an amount equal to twenty percent (20%) of the Purchase Price (“Deposit”).
4.2 Upon receipt of the Deposit, TerroDesigns shall commence production of the System. When the System is ready for shipment, TerroDesigns shall notify Customer and Customer shall pay the balance of the Purchase Price prior to shipping.
5. TerroDesigns warrants that, for a period of one (1) year after delivery to the original retail purchaser or first user: (a) the System hardware will be free from manufacturing defects in material and workmanship under normal use and service; and (b) the System software will perform in accordance with documentation provided by TerroDesigns. TerroDesigns does not warrant that the Software will run uninterrupted or be error free.
The foregoing warranty does not apply to Third Party Components, including camera, sensors, autopilot, and data recorders. All such Third Party Components are covered by the third party manufacturer’s separate warranty.
In the event TerroDesigns determines that a System fails to conform to the foregoing warranty, TerroDesigns will, at its option: (a) repair or replace any defective Hardware part or parts; and/or (b) use commercially reasonable efforts to correct any Software error. Replacement parts are warranted for the remainder of the applicable twelve (12) month original warranty period. The repair or replacement of defective parts under this warranty will be made without charge to Customer for parts or labor for removal, installation and/or actual repair of such defective parts, or shipping. Notwithstanding the foregoing, any non-warranted electronic component replacements shall be the sole responsibility of Customer. The foregoing warranty does not cover: (a) defects caused by operator misuse, negligence or accident; or (b) nonconformities resulting from repairs or alterations mot authorized by TerroDesigns. The provisions of this warranty do not apply to normal deterioration of soft trim and appearance items (such as exterior finish) due to wear and exposure, or to aircraft equipment, accessories or service parts sold separately which have been improperly installed
6. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AGAINST INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY IS REPAIR, REPLACEMENT OR REFUND, AT TERRODESIGNS’ OPTION.
7. IN NO EVENT SHALL TERRODESIGNS OR ITS LICENSORS BE LIABLE FOR LOSS OF DATA, SUBSTITUTE GOODS, LOSS OF PROFIT, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF TERRODESIGNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF TERRODESIGNS OR ITS LICENSORS EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT INVOLVED.
8. THE SYSTEM IS DESIGNED FOR AERIAL SURVEILLANCE OF AGRICULTURAL AREAS. CUSTOMER ACKNOWLEDGES THAT USE OF THE SYSTEM REQUIRES TRAINING AND CAUTION ON THE PART OF THE OPERATOR. CUSTOMER AGREES TO NOT OPERATE THE SYSTEM IN AREAS OR UNDER CIRCUMSTANCES WHERE FAILURE OF THE SYSTEM COULD CAUSE PERSONAL INJURY OR DAMAGE TO PROPERTY.
9. THE SYSTEM IS DESIGNED TO PROVIDE THE USER WITH CERTAIN DATA FOR USE IN AGRICULTURAL PRODUCTION. THE DATA PROVIDED BY THE SYSTEM ARE NOT A SUBSTITUTE FOR THE ADVICE OF A PROFESSIONAL AGRONOMIST. THE DATA PROVIDED BY THE SYSTEM MAY BE DELAYED, INCOMPLETE, OR OTHERWISE DEFECTIVE. TERRODESIGNS DOES NOT WARRANT THE ACCURACY OR SUFFICIENCY OF THE DATA PROVIDED BY THE SYSTEM. ALL SUCH DATA IS PROVIDED AS IS AND WITHOUT WARRANTY OF ANY KIND.
10. OPERATION OF THE SYSTEM MAY REQUIRE LICENSES, PERMITS OR OTHER AUTHORIZATION BY GOVERNMENT AUTHORITIES. CUSTOMER AGREES TO OBTAIN ANY REQUIRED GOVERNMENT OR OTHER AUTHORIZATIONS PRIOR TO OPERATION OF THE SYSTEM.
12. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS TERRODESIGNS, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AFFILIATES FROM AND AGAINST ANY CLAIM FOR PERSONAL INJURY, PROPERTY DAMAGE, OR OTHERWISE ARISING FROM CUSTOMER’S USE OF THE SYSTEM OR USE OF THE SYSTEM BY ANY THIRD PARTY AUTHORIZED BY CUSTOMER.
13. CUSTOMER ACKNOWLEDGES THAT THE FOREGOING DISCLAIMERS, LIABILITY LIMITATIONS, AND INDEMNIFICATION PROVISIONS ARE MATERIAL TO TERODESIGNS’ ABILITY TO OFFER THE SYSTEM FOR SALE AT THE AGREED UPON PRICE, THAT SUCH PROVISIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT TERRODESIGNS WOULD NOT ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT SUCH LIMITATIONS.
14. This Agreement and the rights and obligations of the parties shall be governed and construed in accordance with the laws of the State of Oregon, including federal law but excluding choice of law rules and excluding the United Nations Convention on the International Sale of Goods.
15. Any dispute arising out of or relating to this Agreement or its breach shall be settled by arbitration under and in accordance with the rules of the American Arbitration Association. The arbitration shall be held in Portland, Oregon USA. The arbitration proceeding and all filings shall be in English. Judgment upon the award rendered may be entered in any court having jurisdiction. This Agreement to arbitrate shall not prevent either party from applying to the state or federal courts of Oregon for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm. Each party hereby consents to the jurisdiction of the state and federal courts of Oregon in connection with any application for such relief.
PRIVACY POLICY
At TerroDesigns we collect certain information to effectively provide, improve, and protect our Services. Our overarching goal is to maintain privacy while providing effective services that continue to get better. Types of information that we may collect are outlined in the following paragraphs.
Account Information. To effectively serve you, our customer, TerroDesigns requires basic information including name, email address, phone number, payment information, and physical address. Other information may also be required, but this basic information is generally all the personal information that is required for account management.
Cloud Services. When using TerroDesigns Services information is stored, processed, and transmitted. In some cases information is stored locally on your computing device or in the cloud usingTerroDesigns’ secure third-party infrastructure. Information that may be transmitted includes telemetry data, camera images, and user information.
Service Usage. As a byproduct of using our website and data services information such as IP address, browser type, and device type are collected and required to access TerroDesigns Services. The information is customary for web-based applications.
No Unauthorized Sharing. TerroDesigns doesn’t share your information with any third-party unless expressly authorized by yourself or required by law with supporting legal documents. TerroDesigns takes your privacy and security seriously and has worked to protect your data and restrict access to only authorized individuals within TerroDesigns, or TerroDesigns subsidiaries. In the future TerroDesigns may offer third-party and/or integrated services that require access to your data, but in each and every instance said integration must be authorized by you, the end-customer, and user.
YOUR DATA & OUR COMMITMENT
TerroDesigns’ position is to provide you, the end-customer, with flexible data access, portability, and security. At the end of the day, the raw data and information that you generate is yours.
Data Rights. To reiterate, information and data within your account is yours. TerroDesigns’ responsibility is to provide access and portability to you, the customer. Current subscribers may access their data through TerroDesigns’ Services which offer portability through data downloads and other means. For non-current users TerroDesigns will retain your data for at least 6 months should you wish to re-activate or export your data. Please note that additional fees may apply to export data for non-current subscribers.
Aggregate Data. To best serve our customers TerroDesigns gathers and retains certain aggregate information. Generally, aggregate information is composed of non-personally identifiable data that is used to develop high-level or aggregate information about our users as a group or sub-group, or TerroDesigns’ products and services. Said information may include, but is not limited to, acres covered, issues detected, service access times, upload duration, and flight dynamics to name a few.
Privacy Policy Changes
The policy may be revised from time to time with the most current version and date of version posted to TerroDesigns’ primary website. If a change in the Privacy Policy materially reduces your rights we will also notify you via the email address registered with your current account.