Software Terms of Use

Updated March 19th, 2021

Indigo Carbon Software Terms of Use

Indigo Marketplace Software Terms of Use

 

  1. Indigo Carbon Software Terms of Use
    1. The following terms and conditions (“Conditions”), together with additional Indigo policies and terms referenced herein (collectively the “Agreement”), are entered into between Indigo Ag, Inc. and its affiliates (“Indigo”, “we”, or “us”) and you (as an individual or a single legal entity) and govern your access to, and use of the Indigo Carbon platform, and all associated software, data, reports, images, and graphics, collectively “Indigo Technology”. Individual Indigo products and services, including without limitation participation in Indigo Carbon, may be subject to additional terms. In the event of any conflict between these Conditions and any other Indigo terms, such other terms will control to the extent of the conflict.
    2. If you do not agree to be bound by the terms of this Agreement do not use, download, or otherwise access Indigo Technology. Your access or use of Indigo Technology, indicates your acknowledgement and acceptance of these terms.
    3. By entering into this Agreement you represent and warrant that you are at least 18 years of age or the age of majority where you reside and you have the authority to enter into this Agreement and agree to be bound by its terms, on your own behalf or on behalf of a company or other legal entity if you are accessing Indigo Technology on behalf of that company or legal entity. In this agreement you and Indigo are referred to individually as a “Party” and collectively as the “Parties.”
  2. What you may do and your obligations
    1. Subject to your compliance with the terms of this Agreement, Indigo grants you a non-exclusive, non-assignable, non-sublicensable, non-transferable, limited license to access and use Indigo Technology solely for furtherance of a farming business you own or operate or a farming business to which you or your personnel personally provide agronomic advice or services. You may not access or use Indigo Technology to develop, evaluate, validate or enhance any commercial or competitive product or service. Accessing or using Indigo Technology in violation of this Agreement immediately terminates your license to Indigo Technology. Rights not expressly granted in this Agreement are reserved by Indigo.
    2. Your access credentials are specific to you and may not be shared with anyone. Any use of your access credentials will be considered your use, and will be your responsibility. If you believe your access credentials have been lost or otherwise compromised, you must contact Indigo immediately. You agree to indemnify Indigo for any and all harm caused by your use of Indigo Technology in violation of the terms of this Agreement or violation of any law.
    3. Other than as expressly provided for in this Agreement, you may not: use an automated process to scan, index, copy, download, or otherwise programmatically access Indigo Technology; receive, use or examine source code or design documentation of Indigo Technology; reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of Indigo Technology; modify, translate, or create derivative works based on Indigo Technology; rent, lease, pledge, assign, or otherwise transfer or encumber rights to Indigo Technology; remove any trademark or proprietary markings from Indigo Technology; interfere or attempt to interfere with the proper functioning of Indigo Technology; avoid or attempt to interfere with restrictions on access to Indigo Technology or portions thereof; access or use Indigo Technology in violation of any applicable law or regulation; or directly or indirectly allow a third party to access or use Indigo Technology in a way prohibited by this Agreement. All of the restrictions in this section apply only to the extent that the foregoing restrictions are not prohibited by applicable law or third-party license. Indigo may suspend, immediately and without prior notice, any user accounts that at we, in our sole discretion, determine are or may be in violation of the terms of this Agreement.
  3. What Indigo may do and our obligations
    1. As Indigo continues to develop Indigo Technology, we may alter it, including by: adding or removing features; installing bug fixes, patches and upgrades; changing or restricting access to features, or restricting the time and number of downloads. Indigo may require you to utilize the latest version of Indigo Technology.
    2. Indigo Technology contains integrated data and services provided by Indigo and third-party suppliers and content providers. You may not access, nor are you authorized to use, integrated data and services of third-party suppliers separately from Indigo Technology unless such use is expressly provided for in writing. By accessing or using Indigo Technology you have obligations to third-party suppliers and content providers, including as provided in Section 5. Indigo may share your data with third-party suppliers of data and services as necessary to provide Indigo Technology to you.
    3. In addition to integrated third-party data and services, Indigo Technology may also contain links to, or recommendations of, external third-party webpages, data or services. Indigo does not control, nor is Indigo responsible for, content or availability of third-party webpages, data or services, and you acknowledge and agree that Indigo shall not be liable for any damages resulting from use of, or reliance on, any such third-party webpages, data or services.
    4. Indigo may update the terms of this Agreement from time to time, by (i) posting the revised terms on the Indigo Carbon platform, or (ii) sending you an email notification to the email address you provided to Indigo as part of your account registration. The latest version of these Conditions will be accessible here with the date of the last update. If you do not agree to the revised terms, stop using Indigo Technology. Your continued use of Indigo Technology more than ten (10) days after Indigo posts or emails the update will indicate that you agree to be bound by the revised Agreement. Other than as provided here, this Agreement may not be altered, amended or modified in any way except in writing signed by both Parties.
  4. Data and intellectual property rights
    1. As between you and Indigo, Indigo is the owner of the data, software, services, and Intellectual Property Rights embodied in Indigo Technology. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise, now or hereafter, in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. Nothing in this Agreement transfers to you any ownership interest, nor grants you rights, in Indigo Technology other than those expressly granted in this Agreement.
    2. As between you and Indigo, you are the owner of the data, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit to or store on Indigo Technology (“User Data”). You agree to grant, and do hereby grant, to Indigo a non-exclusive, unrestricted, worldwide, transferable and sub-licensable license to access, copy, modify, analyze, create derivative works from, and/or use the User Data for all purposes, including without limitation to perform our obligations to you under this Agreement, to improve the functions of our products and to generate anonymized aggregated data which cannot be associated with an individual user.
    3. You agree that Indigo may use suggestions, comments and other feedback you provide to us (“Feedback”) for any purpose including incorporation into or development of our products and services (“Improvements”), and that such Improvements are solely owned by Indigo. You agree to assign, and do hereby assign, to Indigo any right, title and interest you may have to any Feedback. You agree not to claim any rights in Feedback or related Improvements, including intellectual property rights, moral rights, rights of accounting, compensation or attribution. Collectively User Data and Feedback are referred to as “Data”.
    4. You are responsible for ensuring (a) you have sufficient rights and permissions in Data you share with Indigo to allow for our use of Data according to the terms of this Agreement and (b) that Data are correct, not misleading, current, and complete. You agree to indemnify Indigo for any and all damages resulting from (i) claims Data infringes a third party’s intellectual property or privacy rights or (ii) claims you have inadequate rights and permissions in Data to allow for our use of those Data according to the terms of this Agreement.
    5. All information Indigo collects is handled in accordance with, and explained in further detail by, our Privacy Policy located at https://www.indigoag.com/privacy-policy and which is incorporated into this Agreement. You also may have certain rights in relation to the information we collect under applicable law as set out in our Privacy Policy.
    6. Indigo is committed to our policy of not permitting content on our platforms that violates the rights of third parties. However, you or others may make data available in Indigo Technology without direction or control by Indigo, and Indigo is under no obligation to scan or monitor such data for compliance with third-party rights. If you believe that Indigo Technology contains infringing content, please contact us immediately at the address below and provide the following information:
      1. Identification of the copyrighted work you believe has been infringed,
      2. Identification of the material you believe to be infringing or to be the subject of infringing activity, including information sufficient for us to locate the specific work, for example a webpage URL and a description of the particular element alleged to be infringing (e.g. a description of the image, text, or data),
      3. Your contact information including your address, telephone number, and email address, and, if you are submitting the complaint on behalf of a company, the company information and your job title,
      4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law,
      5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are, or are authorized to act on behalf of, the owner of the exclusive right that is allegedly infringed, and
      6. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

        Copyright Agent

        c/o Indigo Ag, Inc.

        500 Rutherford Ave.

        Charlestown, MA 02129

        copyrightagent@indigoag.com

  5. Limitation of liabilities and exclusion of certain remedies
    1. Indigo Technology includes information obtained from sources we believe to be reliable, but may include inaccurate, flawed or erroneous data, predictions or recommendations and Indigo expressly disclaims liability for any such errors or mistakes. Indigo makes no representations or warranties that Indigo Technology is error free, that errors will be corrected, or that use of Indigo Technology will be uninterrupted, free from third-party disruptions, or unauthorized third-party access.
    2. Indigo makes no representations or warranties that Indigo Technology is suitable for your particular use or region. Indigo makes no representations or warranties that Indigo Technology is appropriate or available for use outside of the United States. You are responsible for determining if use of Indigo Technology or export of data are in compliance with export laws, regulations or restrictions.
    3. The materials Indigo provides using Indigo Technology are provided for informational purposes only and are not otherwise intended as an offer to sell, or the solicitation of an offer to purchase, any commodity future, swap, security or other financial instrument. Indigo Technology contains preliminary information that is subject to change. All projections, forecasts and estimates of returns and other “forward-looking” statements are based on assumptions, which are unlikely to be consistent with, and may differ materially from, actual events or conditions. Such forward-looking information only illustrates hypothetical results under certain assumptions. Actual results will vary, and the variations may be material. Indigo does not warrant that use of Indigo Technology will improve productivity or profitability. As between Indigo and you, you bear the entire risk of your decisions, including without limitation investment decisions and risk of market loss. In no event shall Indigo be liable for any use by any party of, for any decision made or action taken or not taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained in Indigo Technology and such information may not be relied upon by you in evaluating the merits of participating in any transaction. Trades can only be made through an account at a registered broker/dealer or futures commission merchant. Indigo is neither a futures commission merchant nor a registered broker/dealer. Indigo is not a swap exchange facility (SEF). Nothing in Indigo Technology should be construed as an investment recommendation or as legal, tax, investment or accounting advice.
    4. NEITHER INDIGO, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, PARTNERS, LICENSORS, THIRD-PARTY SUPPLIERS OR CONTENT PROVIDERS, MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO INDIGO TECHNOLOGY AND EACH HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY, TO YOU OR OTHERS, FOR ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE SERVICE, OR TIMELINESS, ACCURACY OR COMPLETENESS OF INDIGO TECHNOLOGY AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE, TO THE EXTENT ALLOWED BY LAW, EXPRESSLY DISCLAIMED.
    5. INDIGO TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND USED AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INTERRUPTIONS OR ERRORS IN INDIGO TECHNOLOGY; AND (II) INDIGO TECHNOLOGY, FROM TIME TO TIME, MAY BE UNAVAILABLE.
    6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INDIGO, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, PARTNERS, LICENSORS, THIRD-PARTY SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE, TO YOU OR OTHERS, DIRECTLY OR INDIRECTLY, UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR (I) ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF INDIGO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND EVEN IF DUE TO INDIGO’S ERROR, OMISSION, OR NEGLIGENCE; (II) ANY DELAY, INACCURACIES, ERRORS, OMISSIONS OR INTERRUPTION OF ANY KIND IN RELATION TO INDIGO TECHNOLOGY OR FOR ANY RESULTING LOSS OR DAMAGE; (III) ANY LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF INDIGO TECHNOLOGY; OR (IV) ANY LOSS OR DAMAGE ARISING FROM YOUR ACCESS TO OR USE OF INDIGO TECHNOLOGY OR YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT.
    7. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATED LIABILITY OF INDIGO, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, THIRD-PARTY SUPPLIERS OR CONTENT PROVIDERS FOR ALL CLAIMS ARISING FROM OR RELATED TO THE AGREEMENT EXCEED THE AMOUNT OF ACTUAL DAMAGES WITH THE TOTAL LIABILITY CAPPED BY THE AMOUNTS PAID, IF ANY, UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE RELEVANT CLAIM ARISES. 
    8. Unless otherwise prohibited by applicable law, you agree that regardless of any statute or law to the contrary, you must file any claim or cause of action arising out of this Agreement or related to use of Indigo Technology within one (1) year after such claim or cause of action arose or be forever barred.
  6. General Terms
    1. You may stop using Indigo Technology at any time, however, your obligations under sections 2.2, 4.1-4.4, 5 and 6 of this Agreement will survive termination of this Agreement. Indigo may terminate this Agreement at any time, without or without cause, and without liability to you.
    2. Notice to you may be made via email, fax, certified or registered mail, return receipt requested, to your most current address on record, or as otherwise provided in this Agreement. At all times, you are responsible for providing Indigo with a valid e-mail address to which notices may be sent. Any notice sent to the e-mail address on file with Indigo will be deemed to be notice properly given to you. You may give notice to Indigo by certified or registered mail, return receipt requested, to 500 Rutherford Ave., Suite 201, Charlestown, MA 02129, to the attention of the General Counsel, with a copy via email to legal@indigoag.com.
    3. This Agreement will be governed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflicts of law provisions thereof. Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be submitted to a court of applicable jurisdiction in the Commonwealth of Massachusetts, and each Party hereby consents to the jurisdiction and venue of such court.
    4. You acknowledge that a material breach relating to certain provisions of this Agreement may, by its gravity or nature, cause immediate or irreparable injury to Indigo that cannot be adequately compensated for in damages. Accordingly, notwithstanding anything to the contrary in this Agreement, in the event of any such material breach, and in addition to all other remedies available herein, Indigo may seek injunctive relief (including a temporary restraining order, preliminary injunction or permanent injunction) from any court of competent jurisdiction, without posting a bond or other security.
    5. You may not assign or delegate or encumber any right or obligation under this Agreement. Indigo may assign our rights, or transfer our obligations, to our affiliates or in connection with the sale or transfer of the majority of our stock or all or substantially all of our assets to which this Agreement relates, whether as part of a merger, acquisition, asset sale, or other transaction. Any transfer or assignment in contravention of this Agreement shall be null and void.
    6. Nothing in this Agreement will be construed as an obligation of either Party to enter into any further agreement with the other Party. Neither Party is to be considered the agent of the other Party for any purpose, and neither Party has the right or authority to enter into any contracts or assume any obligations for the other or to give any warranty to or make any representation on the other’s behalf.
    7. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by Indigo shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement.
    8. If any term or condition hereof is found to be invalid or unenforceable by a competent court, such term or condition will be ineffective only to the extent that it is in contravention of applicable law, without invalidating the remaining terms and conditions.
    9. This Agreement contains the complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, express or implied, with respect to such subject matter.

 

 

Indigo Marketplace Terms of Use

Updated May 8, 2020

      1. Acceptance of Terms. These Terms of Use are entered into between Indigo Ag, Inc. and it affiliates and subsidiaries (collectively “Indigo,” “we,” or “us”) and You and relate to the Indigo Marketplace, the crop marketing platform operated and administered by Indigo to connect buyers and sellers of crops that meet certain quality specifications(the “Indigo Marketplace”). The following terms and conditions, together with any documents incorporated by reference (collectively “Terms of Use”), govern Your access to, and use of, the Marketplace Platform. The “Marketplace Platform” includes any website administered by Indigo that relates to transactions through the Indigo Marketplace (“Website”) and the Systems and Services (defined below), including any content and functionality offered through the Website, Systems and Services. By accessing, viewing or using any page, part or component of the Marketplace Platform, You have indicated Your acknowledgement and acceptance of these Terms of Use. By entering into this agreement You represent and warrant that You are at least 18 years of age or the age of majority where You reside and You are acting for an Approved Business Purpose (as described below). You also represent and warrant that You have the authority to enter into this agreement and agree to be bound by these Terms of Use, on Your own behalf or on behalf of a company or other legal entity if You are accessing the Indigo Marketplace Platform for the business purpose of that company or legal entity. In this agreement You and Indigo are referred to individually as a “Party” and collectively as the “Parties.”
      2. Consent to text messages. By participating in or using the Marketplace Platform, You consent to receive text messages sent through an automatic telephone dialing system.
      3. Systems and Services. “Systems” are any of the existing and future electronic systems, applications, APIs, SMS platforms and other platforms through which Indigo make the Services available to You. “Services” are any of the existing and future services offered to You by Indigo and any content including, without limitation, SMS-based preliminary indications, indication acceptances, binding contract offers and acceptances, market data, price information, connectivity, contract confirmation, and messaging. By using the Systems and Services, Your own message and data rates may apply.
      4. Indigo Marketplace Transactions. The Website, Systems and Services comprise an online platform through which (i) growers may be notified of, and accept, offers to purchase crops, (ii) growers may initiate bids to sell crops, (iii) buyers may be notified of, and accept, offers to sell crops, and (iv) buyers may make bids to purchase crops. Indigo has no control over the conduct of the users of the Website, Systems or Services and disclaims all liability in this regard to the maximum extent permitted by law.
      5. Terms Applicable to Sellers. The following provisions contained in this Section 5 apply to the extent You participate in the Indigo Marketplace as a seller or a potential seller of crops. From time to time, Indigo may present a bid to purchase from You (a "Grower Bid"), or You may submit an offer to sell to Indigo (a "Grower Offer"), a certain quantity of a crop of a certain quality. Any additional terms or conditions, including without limitation price, quality specifications and additional services, will be included In the Grower Bid or Grower Offer, which shall be on the applicable Indigo Marketplace form provided by Indigo. Each Grower Bid will remain open until the time at which Indigo issues a cancellation of the Grower Bid, and each Grower Offer will remain open until the time at which You revoke the Grower Offer or the Grower Offer expires in accordance with its terms. For clarification, any Grower Bid can be cancelled by Indigo at any time prior to Indigo's receipt of Your formal acceptance of a Grower Bid. A Grower Offer submitted by You will become irrevocable upon Indigo's acceptance of such Grower Offer. If You successfully accept a Grower Bid or Indigo accepts a Grower Offer, such acceptance will be reflected in a binding written confirmation issued by Indigo. No Indigo Marketplace transaction is binding on Indigo until such written confirmation is issued by Indigo, which may be issued or not issued in Indigo's sole discretion. For the avoidance of doubt, on the Marketplace Platform, a Grower Bid may be referenced to as a "Bid" and a Grower Offer may be referenced to as an "Offer" or any other terms as may be adopted by Indigo, and the use of such alternate terms will not relieve You of the terms, conditions or obligations relating to such Grower Bid or Grower Offer set forth in these Terms and Conditions or any other agreement between You and Indigo.
      6. Terms Applicable to Buyers. The following provisions contained in this Section 6 apply to the extent You participate in the Indigo Marketplace as a buyer or a potential buyer of crops. From time to time, You may submit a bid to purchase from Indigo (a "Buyer Bid"), or Indigo may present an offer to sell to You (a "Buyer Offer"), a certain quantity of a crop of a certain quality. Any additional terms or conditions, including without limitation price, quality specifications and additional services, will be included In the Buyer Bid or Buyer Offer, which shall be on the applicable Indigo Marketplace form provided by Indigo. Each Buyer Bid will remain open for the earlier of (i) twenty-four (24) hours from submission or (ii) thirty (30) minutes following Indigo's receipt of Your cancellation (the "Bid Period"). Once a Buyer Bid is placed with Indigo, You irrevocably commit to purchase any quantity of the crop meeting the terms of Your Buyer Bid that Indigo Is able to commit to fill during the Bid Period. For the avoidance of doubt, Indigo has full and sole discretion to either accept or reject a Buyer Bid, or any portion thereof. Each Buyer Offer will remain open until the time at which Indigo issues a cancellation of the Buyer Offer. For clarification, any Buyer Offer can be cancelled by Indigo at any time prior to Indigo's receipt of Your formal acceptance of a Buyer Offer. If You successfully accept a Buyer Offer or Indigo accepts a Buyer Bid, such acceptance will be reflected in a binding written confirmation issued by Indigo. No Indigo Marketplace transaction is binding on Indigo until such written confirmation is issued by Indigo, which may be issued or not issued in Indigo's sole discretion. For the avoidance of doubt, on the Marketplace Platform, a Buyer Bid may be referenced to as a "Bid" and a Buyer Offer may be referenced to as an "Offer" or any other terms as may be adopted by Indigo, and the use of such alternate terms will not relieve You of the terms, conditions or obligations relating to such Buyer Bid or Buyer Offer set forth in these Terms and Conditions or any other agreement between You and Indigo.
      7. Cancellations; Suspensions.To ensure the integrity of the Indigo Marketplace and the Marketplace Platform, Indigo may, in its sole and absolute discretion, based on numerous factors, including, without limitation, logistics, past experience and performance, credit worthiness, qualifications, or any other relevant consideration, cancel or terminate any Grower Offer, Grower Bid, Buyer Offer or Buyer Bid, or suspend or terminate the participation of any user of the Marketplace Platform or participant in the Indigo Marketplace.
      8. Crop Sampling. To the extent You are a seller of crops on the Indigo Marketplace, to ensure proper functioning of the Indigo Marketplace, You agree to (i) provide, upon Indigo’s request, a crop sample indicative of the crop enrolled in the Indigo Marketplace for quality testing; and (ii) following quality testing, use best efforts to keep the portion of Your crop that was tested segregated from non-test crops, and notify Indigo if part, or all, of such crop is otherwise disposed or commingled. You acknowledge that the results of these tests may be shared. If You receive from Indigo information about results from Your tests or the tests of other crops, You acknowledge that You will not rely upon such information and it is intended for indicative purposes only.
      9. Updates. Indigo may in its sole discretion make unscheduled deployments of changes, updates or enhancements to the Marketplace Platform at any time, add or remove functionality or features, and may discontinue any or all of the Marketplace Platform altogether, but Indigo is under no obligation to update the Marketplace Platform.
      10. Violations. We may prevent Your use of, and access to, the Marketplace Platform or may prevent any phone number You use from communicating via SMS or any other means, at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms of Use.
      11. Your Responsibilities. You are responsible for Your use (and the use of Your agents and representatives) of the Marketplace Platform and Website and You must: (i) use a secure and non-obvious password to access them; (ii) treat the user name, password and any other piece of information You receive as part of our security procedures as confidential and not share them with any other person; (iii) notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security; (iii) periodically change Your password; (iv) log out after each session; (v) install the most recent security patches and updates for Your web browser; and (vi) only use the Marketplace Platform or Website for the sole purpose of soliciting and entering into bona-fide transactions on the Marketplace Platform or Website. You are solely responsible for ensuring the security of Your account passwords. You will be solely responsible for any use of or action taken through the use of such passwords on the Marketplace Platform and Website. You agree that You are bound by, and Indigo may rely on, any action taken by any individual that is logged in using correct credentials on Your account. You further agree that You will not: (a) alter, corrupt, hack, or violate any computer code affecting the security and access controls of the Marketplace Platform or Website; (b) knowingly submit false, misleading, or deceptive information for any purpose; (c) use the Marketplace Platform or the Website for fraudulent purposes or to engage in any offense, indecent or objectionable conduct; (d) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense or otherwise exploit the Marketplace Platform or Website in any unauthorized manner; (e) copy, reproduce, adapt, localize, translate, create any derivative works of, port or otherwise modify the Marketplace Platform, the Website or any part thereof in any form or manner or by any means; (f) harvest or scrape any content or data from the Marketplace Platform or the Website; (g) decompile, disassemble, reverse compile, reserve assemble, reverse translate or otherwise reverse engineer any part of the Marketplace Platform or the Website (except as, and only to the extent that, the foregoing restriction is prohibited by applicable law or third-party license); (h) circumvent any functionality that controls access to or otherwise protects the Marketplace Platform or the Website; or (i) permit or solicit any third party to engage in any of the foregoing.
      12. Privacy. To use the Marketplace Platform or access the Website or some of the resources they offer, You may be asked to provide certain registration details or other information. You are responsible for ensuring that all the information You provide to us on the Website is correct, current, and complete. All information we collect, including all information You provide to register or otherwise, including but not limited to the use of any interactive features, is handled in accordance with, and explained in further detail in our Privacy Policy located at https://www.indigoag.com/forms/marketplace-privacy-policy. You also may have certain rights in relation to the information we collect under applicable law as set out in our Privacy Policy.
      13. Other Sites and Resources. If the Website contains links to other sites and resources provided by third parties, these links are provided for Your convenience only including any links contained in advertisements, banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third-party websites linked to this Website, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.
      14. Proprietary Rights. The Marketplace Platform, Website and their entire contents, data, features, and functionality (including but not limited to their “look and feel” and all information, software, text, displays, logos, images, video, and audio, and the design, selection, and arrangement thereof), and any modifications, improvements, enhancements, or updates thereof, are owned by Indigo, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Any and all suggestions for modifications or improvements to the Marketplace Platform or the Website (“Feedback”) are and will remain property of Indigo. Indigo may use any Feedback in any manner and for any purpose whatsoever without further notice or compensation to You and without any retention by You of any proprietary right or claim to the Feedback. You agree to assign, and do hereby assign, to Indigo any right, title and interest You may have to any Feedback. Subject to Your compliance with these Terms of Use, Indigo grants to You a personal, nonexclusive, non-transferable, revocable, non-sublicensable limited license to access and use the Marketplace Platform and Website for the sole purpose of soliciting and entering into transactions using the Marketplace Platform or Website (“Approved Business Purpose”). Approved Business Purpose specifically excludes accessing or using the Marketplace Platform and Website to develop, evaluate, validate or enhance any competitive product or service. Except as expressly authorized by Indigo, You agree not to sell, copy, distribute, or create derivative works based on the Indigo Marketplace Platform or Technology, in whole or in part. The limited rights granted to You comprise a limited license and do not constitute the sale of any software program or any other intellectual property.
      15. Disclaimer of Warranties. NEITHER INDIGO NOR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORS (each a “RELATED PARTY”) MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE MARKETPLACE PLATFORM OR WEBSITE AND EACH HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO THE MERCHANTABILITY, QUALITY OF THE MARKETPLACE PLATFORM OR WEBSITE OR THEIR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE MARKETPLACE PLATFORM AND WEBSITE. THE MARKETPLACE PLATFORM AND WEBSITE ARE PROVIDED ON AN “AS IS” BASIS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INTERRUPTIONS OR ERRORS IN THE MARKETPLACE PLATFORM AND WEBSITE; AND (II) THE MARKETPLACE PLATFORM AND WEBSITE MAY, FROM TIME TO TIME, BE TEMPORARILY UNAVAILABLE.
      16. Exclusion of Incidental, Consequential, and Certain Other Remedies. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES SHALL INDIGO OR ANY RELATED PARTIES BE LIABLE HEREUNDER TO YOU OR TO OTHERS DIRECTLY OR INDIRECTLY MAKING USE OF THE MARKETPLACE PLATFORM OR WEBSITE, FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING UNDER THESE TERMS OF USE, EVEN IF INDIGO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND EVEN IF DUE TO INDIGO’S ERROR, OMISSION, OR NEGLIGENCE.
      17. Limitation of Liability and Remedies. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, IN NO CIRCUMSTANCES SHALL INDIGO OR ANY RELATED PARTIES BE LIABLE FOR ANY (A) DELAY, INACCURACIES, ERRORS, OMISSIONS OR INTERRUPTION OF ANY KIND IN RELATION TO THE MARKETPLACE PLATFORM OR WEBSITE OR FOR ANY RESULTING LOSS OR DAMAGE; OR (B) LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF THE MARKETPLACE PLATFORM OR WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INDIGO OR ANY RELATED PARTIES HEREUNDER EXCEED THE LESSER OF: (A) THE FEES PAID TO INDIGO BY LICENSEE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY US DOLLARS ($50), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION SHALL SURVIVE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.
      18. Third Party Access Rights; Unauthorized Access. Access to and use of the Marketplace Platform and Website is restricted to authorized users only. If You grant third parties (including any of Your directors, officers, employees, consultants, advisors, agents or other representatives) access to Your account or to take any action on Your behalf through Your account, You are solely responsible for the validity of such individuals' access to Your Account, including the provision of valid and accurate e-mail addresses and log-in credentials and the applicable permissions for such individuals, and for all actions taken by such individuals through Your account.  Unauthorized individuals attempting to access the Marketplace Platform and Website may be subject to prosecution.
      19. Notice. Notice to You may be made via email, fax, or certified or registered mail, return receipt requested, to Your most current address on record. Indigo may also provide notices of changes to these Terms of Use or other matters by providing a click through screen on the Systems. At all times, You are responsible for providing Indigo with a valid e-mail address to which notices may be sent. Any notice sent to the e-mail address on file with Indigo will be deemed to be notice properly given to You. You may give notice to Indigo by email at legal@indigoag.com, or certified or registered mail, return receipt requested, to 500 Rutherford Ave., Suite 201, Charlestown, MA 02129, to the attention of the General Counsel.
      20. Modification of Terms. Indigo may change these Terms of Use at any time by either (i) posting the revised terms on the Website or on the Marketplace Platform; (ii) sending You an email notification to the email address that You provided to Indigo as part of Your account registration, or a notification via SMS or other messaging services, or (iii) presenting the revised Terms of Use to You when You log into the Website or the Marketplace Platform. The updated Terms of Use will become effective the earlier of (a) when You accept them online, (b) ten (10) days after Indigo posts or emails the update, in which case Your continued use of any of the Marketplace Platform or Website or failure to cancel Your account will indicate Your acceptance of the amended Terms of Use. These Terms of Use and any other Indigo Marketplace agreement You have entered into with Indigo ("Indigo Agreements") shall supersede any and all other agreements, written or oral, between You and Indigo ("Other Agreements"). To the extent of any conflict between the provisions in any Indigo Agreement and any Other Agreements, the terms of the Indigo Agreement shall control.
      21. Opt-Out. You may opt out of receiving text messages from Indigo’s short code by sending the keyword STOP, STOPALL, UNSUBSCRIBE, CANCEL or END to Indigo’s short code.
      22. Compliance. You represent that You are not engaged in, and agree not to engage in, any unlawful transaction or business, and agree not to use or knowingly permit anyone to use of Indigo Marketplace, Systems or Services for (a) any purpose or in any manner not authorized by these Terms of Use or (b) for any unlawful purpose or in any manner not in compliance with applicable laws, rules, or regulations of any federal, state, or local governmental entity of the United States or any foreign country, including all United States export laws.
      23. Customer Support. To contact Indigo Customer Support, please email gcs@indigoag.com
      24. Copyright Compliance. Indigo is committed to our policy of not permitting content on our platforms that violates the rights of third parties. However, You or others may make data available in the Marketplace Platform and Website without direction or control by Indigo, and Indigo is under no obligation to scan or monitor such data for compliance with third-party rights. If You believe that the Marketplace Platform and Website contains infringing content, please contact us immediately at the address below and provide the following information:
        1. Identification of the copyrighted work You believe has been infringed,
        2. Identification of the material You believe to be infringing or to be the subject of infringing activity, including information sufficient for us to locate the specific work, for example a webpage URL and a description of the particular element alleged to be infringing (e.g. a description of the image, text, or data),
        3. Your contact information including Your address, telephone number, and email address, and, if You are submitting the complaint on behalf of a company, the company information and Your job title,
        4. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law,
        5. A statement that the information in the notification is accurate, and under penalty of perjury, that You are, or are authorized to act on behalf of, the owner of the exclusive right that is allegedly infringed, and
        6. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.