Terms of service.
“HEMPICUS”, “us”, “our” and “we” means Hempicus Inc. with registered office at 30600 Telegraph Road, Suite 2375, Bingham Farms, MI 48025, United States with TAX ID number 88 375 66 77.
IMPORTANT – READ CAREFULLY BEFORE YOU INSTALL OR USE THIS APPLICATION
These terms of service are a legal agreement between you and Hempicus and govern the use of the Application (as defined hereafter) by any User. Any (general or special) terms and conditions of the User are not applicable and are hereby expressly excluded.
By clicking the “I agree” button, accessing, installing or downloading the Application or otherwise using our Application, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, then you are not allowed to access the Application or otherwise use the Application and Hempicus does not license the Application to you.
1. Definitions
The following definitions shall apply in this Agreement regardless of whether they are used in their plural or singular form:
1.1. Account means the personalized log-in credentials which allow the User to accesses the Application.
1.2. Agreement means these terms of service, as may be amended from time to time by Hempicus and available via the Application.
1.3. Application means the mobile application developed by and proprietary owned by Hempicus that aims to aid cannabis cultivators to determine and validate as of when cannabis crops are ready to be harvested and to identify plant health, detect pests & diseases, their treatments and monitor the growth ability of their cannabis crops. For the avoidance of doubt, the Application merely facilitates the growing and cultivation of cannabis plants in accordance with the Purpose; under no circumstances will Hempicus itself act in the capacity of a cannabis cultivator.
1.4. Documentation means any user manual or other information that Hempicus makes available to you in connection with the Application.
1.5. Free Trial Term means the free trial period indicated upon subscribing to the free trial of the Application.
1.6. Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in goodwill, rights in designs, rights in computer software (both in object and source code), database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights, capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.7. Purpose means analyzing and facilitating the harvesting and cultivation of hemp plants which are post-harvesting solely used for medicinal objectives, usage and benefits.
1.8. Subscription means the payable subscription for the usage of the Application. The notion “Subscribe” and “Subscribed” shall be interpreted accordingly.
1.9. Subscription Fee means the annual or monthly sums payable by the User for the Subscription.
1.10. User, you or your means a natural person that is allowed to access and use the Application pursuant to a valid Subscription.
1.11. User Data means all data proprietary of, held by or entered by the User when using the Application and as processed or stored by Hempicus as a result of the User using the Application. User Data shall also include output data resulting from the processing by the Application of the entered data by the User.
2. Subscription
2.1. After creating an Account, which allows the User to access and use the Application, the User can Subscribe to its desired Subscription (e.g. monthly or yearly) to use the Application or request a free trail.
2.2. Subscriptions can be entered into on a monthly basis (for thirty (30) days) or on a yearly basis (for 365 days). The Subscription Fee will be invoiced accordingly.
2.3. Accounts and Subscriptions are personal and cannot be transferred or exchanged in any way to other persons. Login details (such as username and password) may not be shared with third parties. If the User has reasons to believe that its Account details have been obtained by non-authorized persons, it shall contact Hempicus immediately to suspend the Account.
2.4. Each User is solely responsible for maintaining the confidentiality of his/her Account. You acknowledge that you are liable for the losses and/or damages incurred by Hempicus and others due to any unauthorized use of your Account.
3. Right to access the Application
3.1. Subject to the terms of this Agreement, Hempicus grants the User a personal, restricted, revocable, non-exclusive, non-transferable, limited license (without the right to sub-license) to download, install and use the Application strictly in accordance with the terms of this Agreement and any accompanying Documentation, during the Free Trial Term or the Subscription (as applicable) and solely for the Purpose.
3.2. The license shall be geographically limited, i.e. the User represents and warrants (i) to download and use the Application only in countries where hemp cultivation is legal and (ii) not to (attempt to) circumvent the geographical restrictions (e.g. by circumventing the technical restrictions incorporated in the Application via a VPN or similar techniques).
3.3. In the event the User has been granted a free trial period to use the Application, the selected Subscription shall automatically commence upon expiry of the Free Trial Term in accordance with the relevant Subscription, unless the User has notified its intentions to withdraw its Subscription the last day of the Free Trial Term at the latest.
4. Use of the Application
4.1. All access to and use of the Application shall at all times be in accordance with (a) the provisions of the Agreement; (b) in accordance with any applicable laws and regulations (related to the usage of the Application) and (c) the Documentation and any reasonable instruction of Hempicus in relation to the use of the Application.
4.2. The User explicitly agrees not to, directly or indirectly:
a. use the Application in any way that (i) would violate the Intellectual Property Rights of Hempicus or any third party; (ii) is otherwise unlawful, illegal, fraudulent or harmful; or (iii) is in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
b. use the Application to distribute any form of spam or unwanted commercial information;
c. register as another person or trying to access an Account from another User;
d. violate privacy and data protection rights of other Users or trying to collect personal data of other Users either manually or automatically by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the Application and any data or information;
e. hinder or disturb the Application, the servers or networks hosting the Application;
f. remove, breach or otherwise circumvent any technical limitation or security or authentication measures or use the Application in a manner that could damage, disable, overburden, impair or compromise Hempicus’ systems or security;
g. make (back up) copies of the Application or Documentation;
h. modify the Application or develop any derivative works based on the Application or Documentation;
i. use the Application or Documentation in any other way than expressly authorized in this Agreement;
j. decompile, disassemble, translate, reverse engineer or attempt to reconstruct, identify or discover, copy, create derivative works based upon the source code of the Application or Documentation, underlying ideas, underlying user interface techniques or algorithms of the Application by any means whatsoever (except to the extent such restriction is prohibited under applicable law), or disclose any of the foregoing;
k. take any action that would cause the Application, or the source code to be placed in the public domain;
l. remove proprietary notices (including copyright notices) of Hempicus; and/or;
m. distribute, sell, lease, commercialize, rent, display, license, transfer, providing, disclose, or otherwise making available to, or permit the use of, or access to, the Application or Documentation, in whole or in part, to any third party, except as expressly permitted in this Agreement.
4.3. The User acknowledges and agrees that any access to and use of the Application outside the scope of the Subscription and/or in breach of the terms as set forth in this Agreement, shall entitle Hempicus to immediately terminate (or alternatively, at Hempicus’ option, suspend the Subscription and/or the entire Agreement) for material breach by the User, without any formalities being required and without prejudice to any other right or remedy available to Hempicus pursuant to this Agreement or under applicable law.
5. User Data
5.1. The User acknowledges that the proper functioning and output of the Application is dependent on the input of the User. The User is solely responsible for the quality of User Data it provides and for the use, interpretation or implementation of the recommendations and output resulting from its usage of the Application.
5.2. All User Data shall remain property of the User.
5.3. The User hereby grants to Hempicus a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable, transferrable license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of Hempicus’ obligations and the exercise of Hempicus’ rights under this Agreement. For the avoidance of doubt, the User hereby grants Hempicus the right to use the User Data to continuously improve, analyze and optimize its Application and related services and for any other technical, statistical, analytical and diagnostical purposes. The User also grants to Hempicus the right to sublicense these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Hempicus’ obligations and the exercise of Hempicus’ rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.
5.4. The User warrants to Hempicus that the User Data when used by Hempicus in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any third party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
5.5. The User warrants to Hempicus that the User Data, is not, in Hempicus’ sole discretion, harmful, offensive, defamatory, threatening, obscene, derogatory, indecent, criminal, fraudulent, illegal, unlawful, racist, sexual, religious, or otherwise offensive or insulting in any way and/or cannot adversely or negatively affect or reflect Hempicus’ name, reputation or goodwill.
5.6. The User acknowledges and agrees that any violation by the User of the provisions under this article 5, shall entitle Hempicus, at it’s sole option (i) to immediately terminate (or alternatively, at Hempicus’ option, suspend the Subscription and/or the entire Agreement) for material breach by the User, without any formalities being required and without prejudice to any other right or remedy available to Hempicus pursuant to this Agreement or under applicable law, and/or (ii) immediately remove or block the concerning User Data.
6. Payment terms
6.1. In case of a monthly Subscription the Subscription Fees will be debited on a monthly basis in accordance with your specific Subscription. In case of a yearly Subscription the Subscription Fees will be debited on a yearly basis and in accordance with your specific Subscription. All Subscription Fees are payable in advance on the commencement date of the Subscription and on each subsequent renewal date of the Subscription pursuant to article 15.1 and will be debited by the applicable third party app store provider or marketplace provider (e.g. Apple Store (IOS) or Google Store (Android) (as applicable)) via which the User downloaded and Subscribed to the Application, in accordance with the payment settings and modalities as set-up by the User in its account on the relevant app store or marketplace.
6.2. Hempicus may change the Subscription Fees from time to time, and will communicate any changes to the User in advance. Changes in Subscription Fees will take effect at the start of the next Subscription period following the date of the price change. By continuing the use of the Application after the price change takes effect, the User accepts the new Subscription Fee. If the User does not agree with the price changes, the User has the right to terminate the Agreement at the end of the then running Subscription.
6.3. If a User disputes a debited amount (or any portion thereof), the User must notify Hempicus in writing of the nature of such dispute within five (5) days, after the date the amount was debited. Failure to notify Hempicus within such period shall result in the amount deemed accepted by the User.
6.4. All Fees payable to Hempicus under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the User undertakes to pay Hempicus such additional amounts as are necessary in order that the net amounts received by Hempicus after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.
7. Intellectual Property Rights
7.1. Hempicus is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Application and Documentation (including any new versions, updates, customizations, enhancements, modifications or improvements made to the Application and Documentation). Nothing in the Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Application or Documentation to the User or any third party. The User shall not in any way acquire any title, rights of ownership, copyright, intellectual property rights or other proprietary rights of whatever nature in the Application or Documentation. The User agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Application (or visible during its operation or on media) or on or in the Documentation.
8. Hosting
8.1. The Application shall be Hosted by Hempicus’ hosting partner Amazon (AWS). More information on Hempicus’ hosting partner is available via https://aws.amazon.com/about-aws/global-infrastructure/regions_az/. The User acknowledges and agrees to accept the terms and conditions of AWS.
8.2. Hempicus does not assume responsibility for the hosting services provided by the third-party hosting provider and shall not be responsible for any non-availability of the Application to the extent due to the hosting provider.
9. Support, availability and modifications to the Application
9.1. Hempicus may periodically update and improve the Application. Updated versions of the Application will be made available to the User via automatic updates and upgrades. Hempicus reserves the right to make operational or technical changes to the Application, and to modify, add or remove certain functionalities, provided that Hempicus shall not change any material functionalities of the Application without prior notification to the User.
9.2. Hempicus shall make commercially reasonable efforts to ensure a continued availability of the Application. However, Hempicus does not guarantee that the Application shall be accessible or available at any time, any place or on any User device.
9.3. Hempicus does not provide any support services to the User.
9.4. The User acknowledges that in order to ensure a correct functioning of the Application, maintenance services are needed from time to time. Hempicus (or the hosting provider) shall carry out such maintenance services at its sole discretion and shall use all reasonable endeavours to minimise the impact on the User’s day to day business. Where practicable, Hempicus shall give to the User prior written notice of scheduled maintenance services that are likely to affect the availability of the Application or are likely to have a material negative impact upon the Application. Hempicus shall not be liable for costs incurred by the User as a result of any non-availability of the Application due to maintenance services.
10. Data protection
10.1. Hempicus only Processes the Users’ Personal Data in accordance with the Privacy Policy available via the Application.
11. Indemnification
11.1. You agree to indemnify and hold harmless Hempicus and its employees, managers, officers and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following:
a. your access to or use of the Application and Documentation;
b. your breach or alleged breach of this Agreement;
c. your violation of any third-party right, including without limitation, any Intellectual Property Rights, publicity, confidentiality, property or privacy rights;
d. your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; and/or
e. any misrepresentation made by you.
12. Warranties
12.1. The Application is made available to you “as is”. Hempicus disclaims all warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, accuracy or completeness of data, non-infringement, with respect to the Application and the accompanying Documentation.
13. Limitation of liability
13.1. The User acknowledges that to the extend permitted by law, Hempicus shall not be liable to the User for any damages incurred due to the use of the Application.
13.2. Subject to the maximum extent permitted under applicable law, Hempicus’ aggregate liability under the Agreement, whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, shall per event (or series of connected events) not exceed the Subscription Fees paid by the User to Hempicus under the Agreement for a period of twelve (12) months prior to the date of the event (or last of the series of connected events) giving rise to the claim.
13.3. Hempicus shall under no circumstances be liable to the User for any indirect, punitive, special consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss or corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, and third parties’ claims. The exclusions and limitations of liability under this article shall operate to the benefit of Hempicus’ affiliates and subcontractors to the same extent such provisions operate to the benefit of Hempicus.
13.4. Hempicus cannot in any way be held liable for the User Data.
14. Termination and effects of termination
14.1. The Agreement is entered into for the duration of the Subscription chosen by the User (per month/per year). After the initial Subscription period, the Agreement shall be automatically and tacitly renewed for consecutive periods of one (1) month (being 30 days) or one (1) year (being 365 days), depending on the Subscription model chosen by the User.
The User is entitled to terminate the Agreement at any time by unsubscribing via its account on the applicable third party app store or marketplace (e.g. Apple Store (IOS) or Google Store (Android) (as applicable)) via which the User downloaded and Subscribed to the Application . Under no circumstances is Hempicus obliged to refund any prepaid Subscription Fees.
14.2. Hempicus may, at its sole discretion, suspend or terminate the Agreement and the running Subscription, partially or wholly with immediate effect and without judicial intervention or incurring any liability, if the User fails to pay to Hempicus any amount due under the Agreement or in case of a material breach of the Agreement by the User.
14.3. For the avoidance of doubt, termination by Hempicus under this article 15 shall also immediately terminate the then running Subscription.
14.4. Upon termination of the Agreement by Hempicus: (i) the User’s right to use the Application will, automatically cease and all licenses granted to the User pursuant to the Agreement shall automatically terminate; (ii) the User shall promptly pay Hempicus all Subscription Fees and other amounts due to Hempicus in respect of the Application, up to and including the date of termination.
14.5. Upon termination of the Agreement by the User: (i) the User’s right to use the Application will, automatically cease and all licenses granted to the User pursuant to the Agreement shall automatically terminate at the end of the then running Subscription period; (ii) the User shall promptly pay Hempicus all Subscription Fees and other amounts due to Hempicus in respect of the Application, up to and including the date of termination.
15. Other
15.1. Entire agreement – The Agreement constitutes the entire agreement and understanding between the User and Hempicus with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement, whether written or oral, shall affect, or be used to interpret, change or restrict, the express articles of the Agreement.
15.2. Territorial limitation - Nothing in this Agreement will prevent Hempicus from complying with the law. The Application is not intended for distribution to, or use in, any country where such distribution or use would violate local law. Hempicus reserves the right to limit access to and/or usage of the Application in any country, including for, but not limited to, regulatory reasons at any time.
15.3. Waiver – Any amendment to or waiver of the Agreement require the express written consent of Hempicus. If Hempicus fails to enforce any of the terms of the Agreement, it will not be considered a waiver.
15.4. Severability - If any provision of the Agreement is determined to be illegal, void, invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless continue in full force and effect. The provisions found to be illegal, invalid or unenforceable shall be enforceable to the full extent permitted by applicable law. Each party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
15.5. Survival - Expiration, termination or cancellation of the Agreement shall be without prejudice to the rights and liabilities of Hempicus and User which have accrued prior to the date of termination and shall not affect the continuance in force of the provisions of the Agreement which are expressly or by implication intended to continue in force.
15.6. Assignment – Hempicus may assign, transfer and/or subcontract the rights and obligations under the Agreement to any third party. The User shall not assign or otherwise transfer any of its rights or obligations under the Agreement.
15.7. Changes – Hempicus reserves the right to revise or update the Agreement from time to time. If the User does not agree to the changes, it shall have the right to stop using the Application and cancel its Subscription. The User’s continued use of the Application after the Agreement have been changed will constitute acknowledgment and acceptance of the modified Agreement.
15.8. Applicable law and jurisdiction - This Agreement is governed by the Laws of the United States (state: Michigan), without regard to its choice of law provisions. All disputes concerning the validity, interpretation, enforcement and termination of this Agreement will be subject to the exclusive jurisdiction of the courts of the state Michigan, United States of America.
Terms of service.
“HEMPICUS”, “us”, “our” and “we” means Hempicus Inc. with registered office at 30600 Telegraph Road, Suite 2375, Bingham Farms, MI 48025, United States with TAX ID number 88 375 66 77.
IMPORTANT – READ CAREFULLY BEFORE YOU INSTALL OR USE THIS APPLICATION
These terms of service are a legal agreement between you and Hempicus and govern the use of the Application (as defined hereafter) by any User. Any (general or special) terms and conditions of the User are not applicable and are hereby expressly excluded.
By clicking the “I agree” button, accessing, installing or downloading the Application or otherwise using our Application, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, then you are not allowed to access the Application or otherwise use the Application and Hempicus does not license the Application to you.
1. Definitions
The following definitions shall apply in this Agreement regardless of whether they are used in their plural or singular form:
1.1. Account means the personalized log-in credentials which allow the User to accesses the Application.
1.2. Agreement means these terms of service, as may be amended from time to time by Hempicus and available via the Application.
1.3. Application means the mobile application developed by and proprietary owned by Hempicus that aims to aid cannabis cultivators to determine and validate as of when cannabis crops are ready to be harvested and to identify plant health, detect pests & diseases, their treatments and monitor the growth ability of their cannabis crops. For the avoidance of doubt, the Application merely facilitates the growing and cultivation of cannabis plants in accordance with the Purpose; under no circumstances will Hempicus itself act in the capacity of a cannabis cultivator.
1.4. Documentation means any user manual or other information that Hempicus makes available to you in connection with the Application.
1.5. Free Trial Term means the free trial period indicated upon subscribing to the free trial of the Application.
1.6. Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in goodwill, rights in designs, rights in computer software (both in object and source code), database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights, capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.7. Purpose means analyzing and facilitating the harvesting and cultivation of hemp plants which are post-harvesting solely used for medicinal objectives, usage and benefits.
1.8. Subscription means the payable subscription for the usage of the Application. The notion “Subscribe” and “Subscribed” shall be interpreted accordingly.
1.9. Subscription Fee means the annual or monthly sums payable by the User for the Subscription.
1.10. User, you or your means a natural person that is allowed to access and use the Application pursuant to a valid Subscription.
1.11. User Data means all data proprietary of, held by or entered by the User when using the Application and as processed or stored by Hempicus as a result of the User using the Application. User Data shall also include output data resulting from the processing by the Application of the entered data by the User.
2. Subscription
2.1. After creating an Account, which allows the User to access and use the Application, the User can Subscribe to its desired Subscription (e.g. monthly or yearly) to use the Application or request a free trail.
2.2. Subscriptions can be entered into on a monthly basis (for thirty (30) days) or on a yearly basis (for 365 days). The Subscription Fee will be invoiced accordingly.
2.3. Accounts and Subscriptions are personal and cannot be transferred or exchanged in any way to other persons. Login details (such as username and password) may not be shared with third parties. If the User has reasons to believe that its Account details have been obtained by non-authorized persons, it shall contact Hempicus immediately to suspend the Account.
2.4. Each User is solely responsible for maintaining the confidentiality of his/her Account. You acknowledge that you are liable for the losses and/or damages incurred by Hempicus and others due to any unauthorized use of your Account.
3. Right to access the Application
3.1. Subject to the terms of this Agreement, Hempicus grants the User a personal, restricted, revocable, non-exclusive, non-transferable, limited license (without the right to sub-license) to download, install and use the Application strictly in accordance with the terms of this Agreement and any accompanying Documentation, during the Free Trial Term or the Subscription (as applicable) and solely for the Purpose.
3.2. The license shall be geographically limited, i.e. the User represents and warrants (i) to download and use the Application only in countries where hemp cultivation is legal and (ii) not to (attempt to) circumvent the geographical restrictions (e.g. by circumventing the technical restrictions incorporated in the Application via a VPN or similar techniques).
3.3. In the event the User has been granted a free trial period to use the Application, the selected Subscription shall automatically commence upon expiry of the Free Trial Term in accordance with the relevant Subscription, unless the User has notified its intentions to withdraw its Subscription the last day of the Free Trial Term at the latest.
4. Use of the Application
4.1. All access to and use of the Application shall at all times be in accordance with (a) the provisions of the Agreement; (b) in accordance with any applicable laws and regulations (related to the usage of the Application) and (c) the Documentation and any reasonable instruction of Hempicus in relation to the use of the Application.
4.2. The User explicitly agrees not to, directly or indirectly:
a. use the Application in any way that (i) would violate the Intellectual Property Rights of Hempicus or any third party; (ii) is otherwise unlawful, illegal, fraudulent or harmful; or (iii) is in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
b. use the Application to distribute any form of spam or unwanted commercial information;
c. register as another person or trying to access an Account from another User;
d. violate privacy and data protection rights of other Users or trying to collect personal data of other Users either manually or automatically by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the Application and any data or information;
e. hinder or disturb the Application, the servers or networks hosting the Application;
f. remove, breach or otherwise circumvent any technical limitation or security or authentication measures or use the Application in a manner that could damage, disable, overburden, impair or compromise Hempicus’ systems or security;
g. make (back up) copies of the Application or Documentation;
h. modify the Application or develop any derivative works based on the Application or Documentation;
i. use the Application or Documentation in any other way than expressly authorized in this Agreement;
j. decompile, disassemble, translate, reverse engineer or attempt to reconstruct, identify or discover, copy, create derivative works based upon the source code of the Application or Documentation, underlying ideas, underlying user interface techniques or algorithms of the Application by any means whatsoever (except to the extent such restriction is prohibited under applicable law), or disclose any of the foregoing;
k. take any action that would cause the Application, or the source code to be placed in the public domain;
l. remove proprietary notices (including copyright notices) of Hempicus; and/or;
m. distribute, sell, lease, commercialize, rent, display, license, transfer, providing, disclose, or otherwise making available to, or permit the use of, or access to, the Application or Documentation, in whole or in part, to any third party, except as expressly permitted in this Agreement.
4.3. The User acknowledges and agrees that any access to and use of the Application outside the scope of the Subscription and/or in breach of the terms as set forth in this Agreement, shall entitle Hempicus to immediately terminate (or alternatively, at Hempicus’ option, suspend the Subscription and/or the entire Agreement) for material breach by the User, without any formalities being required and without prejudice to any other right or remedy available to Hempicus pursuant to this Agreement or under applicable law.
5. User Data
5.1. The User acknowledges that the proper functioning and output of the Application is dependent on the input of the User. The User is solely responsible for the quality of User Data it provides and for the use, interpretation or implementation of the recommendations and output resulting from its usage of the Application.
5.2. All User Data shall remain property of the User.
5.3. The User hereby grants to Hempicus a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable, transferrable license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of Hempicus’ obligations and the exercise of Hempicus’ rights under this Agreement. For the avoidance of doubt, the User hereby grants Hempicus the right to use the User Data to continuously improve, analyze and optimize its Application and related services and for any other technical, statistical, analytical and diagnostical purposes. The User also grants to Hempicus the right to sublicense these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Hempicus’ obligations and the exercise of Hempicus’ rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.
5.4. The User warrants to Hempicus that the User Data when used by Hempicus in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any third party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
5.5. The User warrants to Hempicus that the User Data, is not, in Hempicus’ sole discretion, harmful, offensive, defamatory, threatening, obscene, derogatory, indecent, criminal, fraudulent, illegal, unlawful, racist, sexual, religious, or otherwise offensive or insulting in any way and/or cannot adversely or negatively affect or reflect Hempicus’ name, reputation or goodwill.
5.6. The User acknowledges and agrees that any violation by the User of the provisions under this article 5, shall entitle Hempicus, at it’s sole option (i) to immediately terminate (or alternatively, at Hempicus’ option, suspend the Subscription and/or the entire Agreement) for material breach by the User, without any formalities being required and without prejudice to any other right or remedy available to Hempicus pursuant to this Agreement or under applicable law, and/or (ii) immediately remove or block the concerning User Data.
6. Payment terms
6.1. In case of a monthly Subscription the Subscription Fees will be debited on a monthly basis in accordance with your specific Subscription. In case of a yearly Subscription the Subscription Fees will be debited on a yearly basis and in accordance with your specific Subscription. All Subscription Fees are payable in advance on the commencement date of the Subscription and on each subsequent renewal date of the Subscription pursuant to article 15.1 and will be debited by the applicable third party app store provider or marketplace provider (e.g. Apple Store (IOS) or Google Store (Android) (as applicable)) via which the User downloaded and Subscribed to the Application, in accordance with the payment settings and modalities as set-up by the User in its account on the relevant app store or marketplace.
6.2. Hempicus may change the Subscription Fees from time to time, and will communicate any changes to the User in advance. Changes in Subscription Fees will take effect at the start of the next Subscription period following the date of the price change. By continuing the use of the Application after the price change takes effect, the User accepts the new Subscription Fee. If the User does not agree with the price changes, the User has the right to terminate the Agreement at the end of the then running Subscription.
6.3. If a User disputes a debited amount (or any portion thereof), the User must notify Hempicus in writing of the nature of such dispute within five (5) days, after the date the amount was debited. Failure to notify Hempicus within such period shall result in the amount deemed accepted by the User.
6.4. All Fees payable to Hempicus under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the User undertakes to pay Hempicus such additional amounts as are necessary in order that the net amounts received by Hempicus after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.
7. Intellectual Property Rights
7.1. Hempicus is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Application and Documentation (including any new versions, updates, customizations, enhancements, modifications or improvements made to the Application and Documentation). Nothing in the Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Application or Documentation to the User or any third party. The User shall not in any way acquire any title, rights of ownership, copyright, intellectual property rights or other proprietary rights of whatever nature in the Application or Documentation. The User agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Application (or visible during its operation or on media) or on or in the Documentation.
8. Hosting
8.1. The Application shall be Hosted by Hempicus’ hosting partner Amazon (AWS). More information on Hempicus’ hosting partner is available via https://aws.amazon.com/about-aws/global-infrastructure/regions_az/. The User acknowledges and agrees to accept the terms and conditions of AWS.
8.2. Hempicus does not assume responsibility for the hosting services provided by the third-party hosting provider and shall not be responsible for any non-availability of the Application to the extent due to the hosting provider.
9. Support, availability and modifications to the Application
9.1. Hempicus may periodically update and improve the Application. Updated versions of the Application will be made available to the User via automatic updates and upgrades. Hempicus reserves the right to make operational or technical changes to the Application, and to modify, add or remove certain functionalities, provided that Hempicus shall not change any material functionalities of the Application without prior notification to the User.
9.2. Hempicus shall make commercially reasonable efforts to ensure a continued availability of the Application. However, Hempicus does not guarantee that the Application shall be accessible or available at any time, any place or on any User device.
9.3. Hempicus does not provide any support services to the User.
9.4. The User acknowledges that in order to ensure a correct functioning of the Application, maintenance services are needed from time to time. Hempicus (or the hosting provider) shall carry out such maintenance services at its sole discretion and shall use all reasonable endeavours to minimise the impact on the User’s day to day business. Where practicable, Hempicus shall give to the User prior written notice of scheduled maintenance services that are likely to affect the availability of the Application or are likely to have a material negative impact upon the Application. Hempicus shall not be liable for costs incurred by the User as a result of any non-availability of the Application due to maintenance services.
10. Data protection
10.1. Hempicus only Processes the Users’ Personal Data in accordance with the Privacy Policy available via the Application.
11. Indemnification
11.1. You agree to indemnify and hold harmless Hempicus and its employees, managers, officers and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following:
a. your access to or use of the Application and Documentation;
b. your breach or alleged breach of this Agreement;
c. your violation of any third-party right, including without limitation, any Intellectual Property Rights, publicity, confidentiality, property or privacy rights;
d. your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; and/or
e. any misrepresentation made by you.
12. Warranties
12.1. The Application is made available to you “as is”. Hempicus disclaims all warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, accuracy or completeness of data, non-infringement, with respect to the Application and the accompanying Documentation.
13. Limitation of liability
13.1. The User acknowledges that to the extend permitted by law, Hempicus shall not be liable to the User for any damages incurred due to the use of the Application.
13.2. Subject to the maximum extent permitted under applicable law, Hempicus’ aggregate liability under the Agreement, whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, shall per event (or series of connected events) not exceed the Subscription Fees paid by the User to Hempicus under the Agreement for a period of twelve (12) months prior to the date of the event (or last of the series of connected events) giving rise to the claim.
13.3. Hempicus shall under no circumstances be liable to the User for any indirect, punitive, special consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss or corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, and third parties’ claims. The exclusions and limitations of liability under this article shall operate to the benefit of Hempicus’ affiliates and subcontractors to the same extent such provisions operate to the benefit of Hempicus.
13.4. Hempicus cannot in any way be held liable for the User Data.
14. Termination and effects of termination
14.1. The Agreement is entered into for the duration of the Subscription chosen by the User (per month/per year). After the initial Subscription period, the Agreement shall be automatically and tacitly renewed for consecutive periods of one (1) month (being 30 days) or one (1) year (being 365 days), depending on the Subscription model chosen by the User.
The User is entitled to terminate the Agreement at any time by unsubscribing via its account on the applicable third party app store or marketplace (e.g. Apple Store (IOS) or Google Store (Android) (as applicable)) via which the User downloaded and Subscribed to the Application . Under no circumstances is Hempicus obliged to refund any prepaid Subscription Fees.
14.2. Hempicus may, at its sole discretion, suspend or terminate the Agreement and the running Subscription, partially or wholly with immediate effect and without judicial intervention or incurring any liability, if the User fails to pay to Hempicus any amount due under the Agreement or in case of a material breach of the Agreement by the User.
14.3. For the avoidance of doubt, termination by Hempicus under this article 15 shall also immediately terminate the then running Subscription.
14.4. Upon termination of the Agreement by Hempicus: (i) the User’s right to use the Application will, automatically cease and all licenses granted to the User pursuant to the Agreement shall automatically terminate; (ii) the User shall promptly pay Hempicus all Subscription Fees and other amounts due to Hempicus in respect of the Application, up to and including the date of termination.
14.5. Upon termination of the Agreement by the User: (i) the User’s right to use the Application will, automatically cease and all licenses granted to the User pursuant to the Agreement shall automatically terminate at the end of the then running Subscription period; (ii) the User shall promptly pay Hempicus all Subscription Fees and other amounts due to Hempicus in respect of the Application, up to and including the date of termination.
15. Other
15.1. Entire agreement – The Agreement constitutes the entire agreement and understanding between the User and Hempicus with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement, whether written or oral, shall affect, or be used to interpret, change or restrict, the express articles of the Agreement.
15.2. Territorial limitation - Nothing in this Agreement will prevent Hempicus from complying with the law. The Application is not intended for distribution to, or use in, any country where such distribution or use would violate local law. Hempicus reserves the right to limit access to and/or usage of the Application in any country, including for, but not limited to, regulatory reasons at any time.
15.3. Waiver – Any amendment to or waiver of the Agreement require the express written consent of Hempicus. If Hempicus fails to enforce any of the terms of the Agreement, it will not be considered a waiver.
15.4. Severability - If any provision of the Agreement is determined to be illegal, void, invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless continue in full force and effect. The provisions found to be illegal, invalid or unenforceable shall be enforceable to the full extent permitted by applicable law. Each party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
15.5. Survival - Expiration, termination or cancellation of the Agreement shall be without prejudice to the rights and liabilities of Hempicus and User which have accrued prior to the date of termination and shall not affect the continuance in force of the provisions of the Agreement which are expressly or by implication intended to continue in force.
15.6. Assignment – Hempicus may assign, transfer and/or subcontract the rights and obligations under the Agreement to any third party. The User shall not assign or otherwise transfer any of its rights or obligations under the Agreement.
15.7. Changes – Hempicus reserves the right to revise or update the Agreement from time to time. If the User does not agree to the changes, it shall have the right to stop using the Application and cancel its Subscription. The User’s continued use of the Application after the Agreement have been changed will constitute acknowledgment and acceptance of the modified Agreement.
15.8. Applicable law and jurisdiction - This Agreement is governed by the Laws of the United States (state: Michigan), without regard to its choice of law provisions. All disputes concerning the validity, interpretation, enforcement and termination of this Agreement will be subject to the exclusive jurisdiction of the courts of the state Michigan, United States of America.
Terms of service.
“HEMPICUS”, “us”, “our” and “we” means Hempicus Inc. with registered office at 30600 Telegraph Road, Suite 2375, Bingham Farms, MI 48025, United States with TAX ID number 88 375 66 77.
IMPORTANT – READ CAREFULLY BEFORE YOU INSTALL OR USE THIS APPLICATION
These terms of service are a legal agreement between you and Hempicus and govern the use of the Application (as defined hereafter) by any User. Any (general or special) terms and conditions of the User are not applicable and are hereby expressly excluded.
By clicking the “I agree” button, accessing, installing or downloading the Application or otherwise using our Application, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, then you are not allowed to access the Application or otherwise use the Application and Hempicus does not license the Application to you.
1. Definitions
The following definitions shall apply in this Agreement regardless of whether they are used in their plural or singular form:
1.1. Account means the personalized log-in credentials which allow the User to accesses the Application.
1.2. Agreement means these terms of service, as may be amended from time to time by Hempicus and available via the Application.
1.3. Application means the mobile application developed by and proprietary owned by Hempicus that aims to aid cannabis cultivators to determine and validate as of when cannabis crops are ready to be harvested and to identify plant health, detect pests & diseases, their treatments and monitor the growth ability of their cannabis crops. For the avoidance of doubt, the Application merely facilitates the growing and cultivation of cannabis plants in accordance with the Purpose; under no circumstances will Hempicus itself act in the capacity of a cannabis cultivator.
1.4. Documentation means any user manual or other information that Hempicus makes available to you in connection with the Application.
1.5. Free Trial Term means the free trial period indicated upon subscribing to the free trial of the Application.
1.6. Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in goodwill, rights in designs, rights in computer software (both in object and source code), database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights, capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.7. Purpose means analyzing and facilitating the harvesting and cultivation of hemp plants which are post-harvesting solely used for medicinal objectives, usage and benefits.
1.8. Subscription means the payable subscription for the usage of the Application. The notion “Subscribe” and “Subscribed” shall be interpreted accordingly.
1.9. Subscription Fee means the annual or monthly sums payable by the User for the Subscription.
1.10. User, you or your means a natural person that is allowed to access and use the Application pursuant to a valid Subscription.
1.11. User Data means all data proprietary of, held by or entered by the User when using the Application and as processed or stored by Hempicus as a result of the User using the Application. User Data shall also include output data resulting from the processing by the Application of the entered data by the User.
2. Subscription
2.1. After creating an Account, which allows the User to access and use the Application, the User can Subscribe to its desired Subscription (e.g. monthly or yearly) to use the Application or request a free trail.
2.2. Subscriptions can be entered into on a monthly basis (for thirty (30) days) or on a yearly basis (for 365 days). The Subscription Fee will be invoiced accordingly.
2.3. Accounts and Subscriptions are personal and cannot be transferred or exchanged in any way to other persons. Login details (such as username and password) may not be shared with third parties. If the User has reasons to believe that its Account details have been obtained by non-authorized persons, it shall contact Hempicus immediately to suspend the Account.
2.4. Each User is solely responsible for maintaining the confidentiality of his/her Account. You acknowledge that you are liable for the losses and/or damages incurred by Hempicus and others due to any unauthorized use of your Account.
3. Right to access the Application
3.1. Subject to the terms of this Agreement, Hempicus grants the User a personal, restricted, revocable, non-exclusive, non-transferable, limited license (without the right to sub-license) to download, install and use the Application strictly in accordance with the terms of this Agreement and any accompanying Documentation, during the Free Trial Term or the Subscription (as applicable) and solely for the Purpose.
3.2. The license shall be geographically limited, i.e. the User represents and warrants (i) to download and use the Application only in countries where hemp cultivation is legal and (ii) not to (attempt to) circumvent the geographical restrictions (e.g. by circumventing the technical restrictions incorporated in the Application via a VPN or similar techniques).
3.3. In the event the User has been granted a free trial period to use the Application, the selected Subscription shall automatically commence upon expiry of the Free Trial Term in accordance with the relevant Subscription, unless the User has notified its intentions to withdraw its Subscription the last day of the Free Trial Term at the latest.
4. Use of the Application
4.1. All access to and use of the Application shall at all times be in accordance with (a) the provisions of the Agreement; (b) in accordance with any applicable laws and regulations (related to the usage of the Application) and (c) the Documentation and any reasonable instruction of Hempicus in relation to the use of the Application.
4.2. The User explicitly agrees not to, directly or indirectly:
a. use the Application in any way that (i) would violate the Intellectual Property Rights of Hempicus or any third party; (ii) is otherwise unlawful, illegal, fraudulent or harmful; or (iii) is in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
b. use the Application to distribute any form of spam or unwanted commercial information;
c. register as another person or trying to access an Account from another User;
d. violate privacy and data protection rights of other Users or trying to collect personal data of other Users either manually or automatically by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the Application and any data or information;
e. hinder or disturb the Application, the servers or networks hosting the Application;
f. remove, breach or otherwise circumvent any technical limitation or security or authentication measures or use the Application in a manner that could damage, disable, overburden, impair or compromise Hempicus’ systems or security;
g. make (back up) copies of the Application or Documentation;
h. modify the Application or develop any derivative works based on the Application or Documentation;
i. use the Application or Documentation in any other way than expressly authorized in this Agreement;
j. decompile, disassemble, translate, reverse engineer or attempt to reconstruct, identify or discover, copy, create derivative works based upon the source code of the Application or Documentation, underlying ideas, underlying user interface techniques or algorithms of the Application by any means whatsoever (except to the extent such restriction is prohibited under applicable law), or disclose any of the foregoing;
k. take any action that would cause the Application, or the source code to be placed in the public domain;
l. remove proprietary notices (including copyright notices) of Hempicus; and/or;
m. distribute, sell, lease, commercialize, rent, display, license, transfer, providing, disclose, or otherwise making available to, or permit the use of, or access to, the Application or Documentation, in whole or in part, to any third party, except as expressly permitted in this Agreement.
4.3. The User acknowledges and agrees that any access to and use of the Application outside the scope of the Subscription and/or in breach of the terms as set forth in this Agreement, shall entitle Hempicus to immediately terminate (or alternatively, at Hempicus’ option, suspend the Subscription and/or the entire Agreement) for material breach by the User, without any formalities being required and without prejudice to any other right or remedy available to Hempicus pursuant to this Agreement or under applicable law.
5. User Data
5.1. The User acknowledges that the proper functioning and output of the Application is dependent on the input of the User. The User is solely responsible for the quality of User Data it provides and for the use, interpretation or implementation of the recommendations and output resulting from its usage of the Application.
5.2. All User Data shall remain property of the User.
5.3. The User hereby grants to Hempicus a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable, transferrable license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of Hempicus’ obligations and the exercise of Hempicus’ rights under this Agreement. For the avoidance of doubt, the User hereby grants Hempicus the right to use the User Data to continuously improve, analyze and optimize its Application and related services and for any other technical, statistical, analytical and diagnostical purposes. The User also grants to Hempicus the right to sublicense these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Hempicus’ obligations and the exercise of Hempicus’ rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.
5.4. The User warrants to Hempicus that the User Data when used by Hempicus in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any third party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
5.5. The User warrants to Hempicus that the User Data, is not, in Hempicus’ sole discretion, harmful, offensive, defamatory, threatening, obscene, derogatory, indecent, criminal, fraudulent, illegal, unlawful, racist, sexual, religious, or otherwise offensive or insulting in any way and/or cannot adversely or negatively affect or reflect Hempicus’ name, reputation or goodwill.
5.6. The User acknowledges and agrees that any violation by the User of the provisions under this article 5, shall entitle Hempicus, at it’s sole option (i) to immediately terminate (or alternatively, at Hempicus’ option, suspend the Subscription and/or the entire Agreement) for material breach by the User, without any formalities being required and without prejudice to any other right or remedy available to Hempicus pursuant to this Agreement or under applicable law, and/or (ii) immediately remove or block the concerning User Data.
6. Payment terms
6.1. In case of a monthly Subscription the Subscription Fees will be debited on a monthly basis in accordance with your specific Subscription. In case of a yearly Subscription the Subscription Fees will be debited on a yearly basis and in accordance with your specific Subscription. All Subscription Fees are payable in advance on the commencement date of the Subscription and on each subsequent renewal date of the Subscription pursuant to article 15.1 and will be debited by the applicable third party app store provider or marketplace provider (e.g. Apple Store (IOS) or Google Store (Android) (as applicable)) via which the User downloaded and Subscribed to the Application, in accordance with the payment settings and modalities as set-up by the User in its account on the relevant app store or marketplace.
6.2. Hempicus may change the Subscription Fees from time to time, and will communicate any changes to the User in advance. Changes in Subscription Fees will take effect at the start of the next Subscription period following the date of the price change. By continuing the use of the Application after the price change takes effect, the User accepts the new Subscription Fee. If the User does not agree with the price changes, the User has the right to terminate the Agreement at the end of the then running Subscription.
6.3. If a User disputes a debited amount (or any portion thereof), the User must notify Hempicus in writing of the nature of such dispute within five (5) days, after the date the amount was debited. Failure to notify Hempicus within such period shall result in the amount deemed accepted by the User.
6.4. All Fees payable to Hempicus under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the User undertakes to pay Hempicus such additional amounts as are necessary in order that the net amounts received by Hempicus after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.
7. Intellectual Property Rights
7.1. Hempicus is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Application and Documentation (including any new versions, updates, customizations, enhancements, modifications or improvements made to the Application and Documentation). Nothing in the Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Application or Documentation to the User or any third party. The User shall not in any way acquire any title, rights of ownership, copyright, intellectual property rights or other proprietary rights of whatever nature in the Application or Documentation. The User agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Application (or visible during its operation or on media) or on or in the Documentation.
8. Hosting
8.1. The Application shall be Hosted by Hempicus’ hosting partner Amazon (AWS). More information on Hempicus’ hosting partner is available via https://aws.amazon.com/about-aws/global-infrastructure/regions_az/. The User acknowledges and agrees to accept the terms and conditions of AWS.
8.2. Hempicus does not assume responsibility for the hosting services provided by the third-party hosting provider and shall not be responsible for any non-availability of the Application to the extent due to the hosting provider.
9. Support, availability and modifications to the Application
9.1. Hempicus may periodically update and improve the Application. Updated versions of the Application will be made available to the User via automatic updates and upgrades. Hempicus reserves the right to make operational or technical changes to the Application, and to modify, add or remove certain functionalities, provided that Hempicus shall not change any material functionalities of the Application without prior notification to the User.
9.2. Hempicus shall make commercially reasonable efforts to ensure a continued availability of the Application. However, Hempicus does not guarantee that the Application shall be accessible or available at any time, any place or on any User device.
9.3. Hempicus does not provide any support services to the User.
9.4. The User acknowledges that in order to ensure a correct functioning of the Application, maintenance services are needed from time to time. Hempicus (or the hosting provider) shall carry out such maintenance services at its sole discretion and shall use all reasonable endeavours to minimise the impact on the User’s day to day business. Where practicable, Hempicus shall give to the User prior written notice of scheduled maintenance services that are likely to affect the availability of the Application or are likely to have a material negative impact upon the Application. Hempicus shall not be liable for costs incurred by the User as a result of any non-availability of the Application due to maintenance services.
10. Data protection
10.1. Hempicus only Processes the Users’ Personal Data in accordance with the Privacy Policy available via the Application.
11. Indemnification
11.1. You agree to indemnify and hold harmless Hempicus and its employees, managers, officers and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following:
a. your access to or use of the Application and Documentation;
b. your breach or alleged breach of this Agreement;
c. your violation of any third-party right, including without limitation, any Intellectual Property Rights, publicity, confidentiality, property or privacy rights;
d. your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; and/or
e. any misrepresentation made by you.
12. Warranties
12.1. The Application is made available to you “as is”. Hempicus disclaims all warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, accuracy or completeness of data, non-infringement, with respect to the Application and the accompanying Documentation.
13. Limitation of liability
13.1. The User acknowledges that to the extend permitted by law, Hempicus shall not be liable to the User for any damages incurred due to the use of the Application.
13.2. Subject to the maximum extent permitted under applicable law, Hempicus’ aggregate liability under the Agreement, whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, shall per event (or series of connected events) not exceed the Subscription Fees paid by the User to Hempicus under the Agreement for a period of twelve (12) months prior to the date of the event (or last of the series of connected events) giving rise to the claim.
13.3. Hempicus shall under no circumstances be liable to the User for any indirect, punitive, special consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss or corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, and third parties’ claims. The exclusions and limitations of liability under this article shall operate to the benefit of Hempicus’ affiliates and subcontractors to the same extent such provisions operate to the benefit of Hempicus.
13.4. Hempicus cannot in any way be held liable for the User Data.
14. Termination and effects of termination
14.1. The Agreement is entered into for the duration of the Subscription chosen by the User (per month/per year). After the initial Subscription period, the Agreement shall be automatically and tacitly renewed for consecutive periods of one (1) month (being 30 days) or one (1) year (being 365 days), depending on the Subscription model chosen by the User.
The User is entitled to terminate the Agreement at any time by unsubscribing via its account on the applicable third party app store or marketplace (e.g. Apple Store (IOS) or Google Store (Android) (as applicable)) via which the User downloaded and Subscribed to the Application . Under no circumstances is Hempicus obliged to refund any prepaid Subscription Fees.
14.2. Hempicus may, at its sole discretion, suspend or terminate the Agreement and the running Subscription, partially or wholly with immediate effect and without judicial intervention or incurring any liability, if the User fails to pay to Hempicus any amount due under the Agreement or in case of a material breach of the Agreement by the User.
14.3. For the avoidance of doubt, termination by Hempicus under this article 15 shall also immediately terminate the then running Subscription.
14.4. Upon termination of the Agreement by Hempicus: (i) the User’s right to use the Application will, automatically cease and all licenses granted to the User pursuant to the Agreement shall automatically terminate; (ii) the User shall promptly pay Hempicus all Subscription Fees and other amounts due to Hempicus in respect of the Application, up to and including the date of termination.
14.5. Upon termination of the Agreement by the User: (i) the User’s right to use the Application will, automatically cease and all licenses granted to the User pursuant to the Agreement shall automatically terminate at the end of the then running Subscription period; (ii) the User shall promptly pay Hempicus all Subscription Fees and other amounts due to Hempicus in respect of the Application, up to and including the date of termination.
15. Other
15.1. Entire agreement – The Agreement constitutes the entire agreement and understanding between the User and Hempicus with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement, whether written or oral, shall affect, or be used to interpret, change or restrict, the express articles of the Agreement.
15.2. Territorial limitation - Nothing in this Agreement will prevent Hempicus from complying with the law. The Application is not intended for distribution to, or use in, any country where such distribution or use would violate local law. Hempicus reserves the right to limit access to and/or usage of the Application in any country, including for, but not limited to, regulatory reasons at any time.
15.3. Waiver – Any amendment to or waiver of the Agreement require the express written consent of Hempicus. If Hempicus fails to enforce any of the terms of the Agreement, it will not be considered a waiver.
15.4. Severability - If any provision of the Agreement is determined to be illegal, void, invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless continue in full force and effect. The provisions found to be illegal, invalid or unenforceable shall be enforceable to the full extent permitted by applicable law. Each party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
15.5. Survival - Expiration, termination or cancellation of the Agreement shall be without prejudice to the rights and liabilities of Hempicus and User which have accrued prior to the date of termination and shall not affect the continuance in force of the provisions of the Agreement which are expressly or by implication intended to continue in force.
15.6. Assignment – Hempicus may assign, transfer and/or subcontract the rights and obligations under the Agreement to any third party. The User shall not assign or otherwise transfer any of its rights or obligations under the Agreement.
15.7. Changes – Hempicus reserves the right to revise or update the Agreement from time to time. If the User does not agree to the changes, it shall have the right to stop using the Application and cancel its Subscription. The User’s continued use of the Application after the Agreement have been changed will constitute acknowledgment and acceptance of the modified Agreement.
15.8. Applicable law and jurisdiction - This Agreement is governed by the Laws of the United States (state: Michigan), without regard to its choice of law provisions. All disputes concerning the validity, interpretation, enforcement and termination of this Agreement will be subject to the exclusive jurisdiction of the courts of the state Michigan, United States of America.
