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- Prohibited Uses. You further agree that You will not: (a) knowingly submit false, misleading, or deceptive information for any purpose; (b) use the Indigo Technology for fraudulent purposes or to engage in any offense or offensive, indecent or objectionable conduct; (c) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense or otherwise exploit the Indigo Technology in any unauthorized manner; (d) copy, reproduce, adapt, localize, translate, create any derivative works of, port or otherwise modify the Indigo Technology or any part thereof in any form or manner or by any means; (e) use an automated process to scan, index, copy, download, or otherwise programmatically access Indigo Technology; (f) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of Indigo Technology (except as, and only to the extent that, the foregoing restriction is prohibited by applicable law or third-party license); (g) remove any trademark or proprietary markings from Indigo Technology; (h) avoid or attempt to interfere with any functionality that controls access to or otherwise protects the Indigo Technology; or (i) permit or solicit, directly or indirectly, any third party to engage in any of the foregoing.
- User Transactions. Some Indigo Technology products may allow for commercial transactions to be consummated between You and another party. In such cases, Indigo has no control over the conduct of the users of Indigo Technology and disclaims all liability in this regard to the maximum extent permitted by law.
- Updates. Indigo may in its sole discretion make unscheduled deployments of changes, updates or enhancements to the Indigo Technology at any time, add or remove functionality or features, and may discontinue any or all of the Indigo Technology altogether, with no obligation or liability to You whatsoever, based in reliance or otherwise, but Indigo is under no obligation to update the Indigo Technology.
- Data Sources. 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.
- Other Sites and Resources. If the Indigo Technology 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 the Indigo Technology, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.
- Feedback. 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. You will not be entitled to any royalties or other payments or benefits of any kind relating to Indigo’s use of Data.
- Proprietary Rights. The Indigo Technology, including its entire contents, data, features, and functionality (including but not limited to “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. All intellectual property rights in and to any Indigo products or services, as well as the analytics and data generated by Indigo, that may use, include, feature or be derived from Data, is and will be owned exclusively by Indigo.
- Limitations. Indigo makes no representations or warranties that Indigo Technology is suitable for your particular use or region. Indigo Technology may not be available in all areas or to all parties. Some Indigo products and services may be subject additional eligibility requirements and/or subject to additional terms and conditions.
- Disclosures. 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. You cannot effect commodity trades (or any other trades of any financial instrument), through Your relationship with Indigo. Commodity trades can only be made through an account at a registered broker/dealer or futures commission merchant, and Indigo is not and does not represent to be a registered broker dealer of futures commission merchant, nor will Indigo introduce You to any such party. Indigo is not a swap exchange facility (SEF). Nothing in Indigo Technology should be construed as a recommendation to engage in any transaction, or any sort of investment recommendation, or as legal, tax, investment or accounting advice.
- 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 INDIGO TECHNOLOGY 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 INDIGO TECHNOLOGY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE INDIGO TECHNOLOGY. THE INDIGO TECHNOLOGY IS PROVIDED ON AN “AS IS” BASIS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INTERRUPTIONS OR ERRORS IN THE INDIGO TECHNOLOGY; AND (II) THE INDIGO TECHNOLOGY MAY, FROM TIME TO TIME, BE TEMPORARILY UNAVAILABLE.
- 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 INDIGO TECHNOLOGY OR FOR ANY RESULTING LOSS OR DAMAGE; OR (B) LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF THE INDIGO TECHNOLOGY. 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.
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- Customer Support. To contact Indigo Customer Support, email firstname.lastname@example.org
- 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 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 the Indigo Technology contains infringing content, please contact us immediately at the address below and provide the following information:
- Identification of the copyrighted work You believe has been infringed,
- 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),
- 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,
- 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,
- 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
- A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
c/o Indigo Ag, Inc.
500 Rutherford Ave.
Charlestown, MA 02129
Product Specific Terms
The terms set forth in this section shall apply to anyone accessing Market+, the crop marketing platform operated and administered by Indigo, with all associated Systems, Services, applications, websites, functionality, and content, collectively the “Market+ Platform”.
Approved Business Purpose. An Approved Business Purpose of the Market+ Platform is further limited to soliciting and entering into transactions using the Indigo Technology as described in this paragraph. Through the Market+ Platform, commercial transactions may be consummated between You and another party in one of the following ways: (i) sellers may be notified of, and accept, bids or contracts to purchase crops, (ii) sellers may initiate offers to sell crops, (iii) buyers may be notified of, and accept, offers to sell crops, (iv) buyers may make bids to purchase crops, (v) sellers and buyers may agree to changes, amendments or modifications to crop sales, (vi) buyers and sellers may agree to complementary or ancillary aspects or specifications related to crop sales, or (vii) any other transaction alternatives that may be made available to buyers and/or sellers from time to time. Indigo has no control over the conduct of the users of the Indigo Technology in consummating transactions in any of the foregoing manners and disclaims all liability in this regard to the maximum extent permitted by law.
Cancellations; Suspensions. To ensure the integrity of the Market+ 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 offer or bid, or suspend or terminate the participation of any user of the Market+ Platform.
Terms Applicable to Sellers
The terms set forth in this section shall apply to all Sellers (as defined below) accessing or otherwise utilizing the Market+ Platform to view or post bids and offers, or otherwise enter into Transactions (as defined below) to sell Commodities (as defined below).
- Definitions applicable to Market+ specific terms.
- “Buyer” refers to any actual or potential purchaser of crops through the Market+ Platform.
- “Commodity” refers to the commodity subject to each Transaction.
- “Confirmation” refers to a document, issued by the Buyer, that confirms the quantity and specifications of the Commodity to be sold, delivery terms and other Transaction details.
- “Seller” will refer to You to the extent You participate in Market+ as a seller or a potential seller of crops.
- “Transaction” is an agreement between a Buyer and Seller to purchase and sell crops under the terms and conditions agreed upon by the Buyer and Seller (each a “Party” and collectively the “Parties” to any Transaction).
- Binding Transactions.
You understand that a purpose of the Market+ Platform is to create binding Transactions between You and Buyer. As such, You acknowledge that there are certain actions that You may take on the Market+ Platform that may result in a binding Transaction, including by placing an offer to sell crops that a Buyer may accept without further action from You, by accepting a bid placed by a Buyer in the Market+ Platform, or by otherwise agreeing, verbally or in writing, with a Buyer on Transaction terms with consent to the Buyer to confirm such Transaction through the Market+ Platform. If and when a Transaction becomes binding, you will receive a Confirmation. You may also receive additional documents, agreements or disclosures from Your Buyer outside of the Market+ Platform. In any case, You agree to take all further actions reasonably necessary to successfully effectuate Your Transaction.
- Transacting with a Buyer.
You agree that as a prerequisite for transacting with any Buyer through the Market+ Platform, You will agree to basic terms setting forth Your consent to transact with such Buyer through the Market+ Platform and conditions governing all Transactions with such Buyer, including without limitation:
- Authorization. You will certify to Buyer that You are an individual or a legally-recognized business entity capable of legally entering and performing contracts. You will consent to transact electronically with Buyer, including through the Market+ Platform or by other electronic means such as electronic mail, application, portal or text message (“Electronic Means”). You will consent to receive all contracts, notices and transaction documents by Electronic Means. You will acknowledge that an electronic signature or click-through acceptance by a party is binding upon the party to the same extent as an original signature.
- Confirmations. You will acknowledge that Buyer may display bids or other contract types on the Market+ Platform, and that You may place offers to Buyer through the Market+ Platform. You will acknowledge that no bid, offer, or other contract offer on the Market+ Platform is binding until Buyer issues a binding Confirmation that confirms the quantity and specifications of the Commodity to be sold, delivery terms and other transaction details. Upon issuance of a Confirmation, You will be bound by the terms of the Confirmation, unless You legitimately disputes the terms within 24 hours of issuance.
- Agents; Telephonic Communications. You will acknowledge that You may grant authority to certain parties, such as agents and third-party grain marketing advisors, to take actions relating to transactions with Buyer through the Market+ Platform, and if You do that You will be so bound by such actions. You will acknowledge that You may provide instructions to Buyer verbally through telephonic communication or text messages, instructing or authorizing Buyer to take actions on Your behalf through the Market+ Platform, and that You will be bound by such actions.
- Dispute Resolution. You will acknowledge that any contract or Transaction through the Market+ Platform between You and a Buyer will be subject to National Grain and Feed Association trade rules (the “Rules”) and that any dispute between You and Buyer arising under any Transaction will be referred to NGFA arbitration in accordance with the Rules.
- Indigo Shall Incur No Liability by Your Use of the Market+ Platform for Transactions.
You acknowledge and agree that the Market+ Platform is only hosted by Indigo, and that any Transaction on the Market+ Platform is entered into directly between You and the Buyer.
Analysis Ready Sentinel-1 Backscatter Imagery
The use of these data fall under the terms and conditions of the Indigo Atlas Sentinel License (https://www.indigoag.com/forms/atlas-sentinel-license). Contains modified Copernicus Sentinel data.