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Hempicus. Terms & conditions

“HEMPICUS Inc.”, “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 Use are a legal agreement between you and Hempicus (hereinafter the “Agreement”) and govern the use of the Application (as defined hereafter) by any User.

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 personalised log-in credentials which allow the User to accesses the Application.

1.2 Agreement means these terms of use, as may be amended from time to time by Hempicus and available via the Application.

1.3 Application means the mobile application developed by Hempicus that allows hemp growers to identify plant health, detect pests & diseases, their treatments and monitor the growth ability of their hemp crops.

1.4 Documentation means any user manual or other information that Hempicus makes available to you in connection with the Application.

1.5 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, 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.

1.6 Subscription means the payable subscription for the chosen number of crops. The notion “Subscribe” and “Subscribed” shall be interpreted accordingly.

1.7 Subscription Fee means the annual or monthly sums payable by the User for the Subscription.

1.8 User, you or your means a natural person that is allowed to access and use the Application pursuant to a valid Subscription.

1.9 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.

  1. Subscription

2.1 After creating an Account, which allows the User to access and use the Application, the User can Subscribe to the number of crops its desires 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.

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.

  1. Subscription

2.1 After creating an Account, which allows the User to access and use the Application, the User can Subscribe to the number of crops its desires 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.

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.

  1. Right to access the Application

3.1 Subject to the terms of this Agreement, Hempicus grants the User a worldwide, revocable, non-exclusive, non-transferable, limited license (without the right to sub-license) to download, install and use the Application strictly in accordance with these terms of this Agreement and any accompanying Documentation.

  1. 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; and (b) 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) breach or otherwise circumvent any technical limitation or security or authentication measures;

g) make (back up) copies of the Application;

h) modify the Application or develop any derivative works based on the Application;

i) use the Application 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, 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, in whole or in part, to any third party, except as expressly permitted in this Agreement.

4.3 The User shall comply with all applicable laws relating to the use of the Application. The User must not use the Application: (a) in any way that is unlawful, illegal, fraudulent or harmful, or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.4 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.

  1. User Data

5.1 All User Data shall remain property of the User.

5.2 The User hereby grants to Hempicus a non-exclusive licence 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. 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.

5.3 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.

5.4 The User warrants to Hempicus that the User Data,  is not, in Hempicus’ sole discretion, harmful, offensive, defamatory, threatening, obscene, derogatory, racist, sexual, religious, or otherwise offensive or insulting in any way.

5.5 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.

  1. Payment Terms

6.1 In case of a monthly Subscription the Subscription Fees will debited on a monthly basis and in advance via your credit card in accordance with your specific Subscription. In case of a yearly Subscription the Subscription Fees will debited and in advance via your credit card in accordance with your specific Subscription.

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 the services 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.

  1. Intellectual Property Rights

7.1 Hempicus is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Application (including any new versions, updates, customizations, enhancements, modifications or improvements made to the Application). Nothing in the Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Application 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. 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.

  1. 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.

  1. 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.

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 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.

  1. Data protection

10.1 Hempicus only Processes the Users’ Personal Data in accordance with the Privacy Policy available via the Application.

  1. Idemnification

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;

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.

  1. 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, with respect to the Application and the accompanying Documentation.

  1. 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’ liability under the Agreement shall per event (or series of connected events) not exceed the 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.

  1. 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 initial Subscription model chosen by the User. The User is entitled to termination the Agreement at any time by unsubscribing via its Apple account (IOS° or via its Google Play account (Android). 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, 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 14 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.

  1. 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 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 the Application in any country, including for, but not limited to, regulatory reasons.

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. User shall not assign or otherwise transfer any of its rights or obligations under the Agreement.

15.7 Applicable law and jurisdiction - This Agreement is governed by the Laws of the United States, 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.