Ground Truth Agriculture Inc.

Last Modified: 2024-08-14

Acceptance of the Terms of Service 

These terms are entered into between you ("you" or "your") and Ground Truth Agriculture Inc. ("GTAI", "us", "we" or "our")), a business corporation incorporated pursuant to the laws of Saskatchewan, Canada. Your use of GTAI products, software, hardware, services and web sites, including any products or services provided to you by GTAI under a separate written agreement (collectively referred to as “GTAI Offerings”), is subject to and governed by the terms and conditions set forth in these Terms of Service (the “Terms"). By accessing, viewing, or using the GTAI Offerings, you are legally bound by these Terms. If you do not agree to be bound by these Terms, do not use any of the GTAI Offerings and exit any software or web page immediately. 

Additional terms may apply to the GTAI Offerings as described below, which are incorporated by reference (the “Additional Terms”). If you are participating in a pre-commercial test of GTAI’s Offerings, you may be asked to enter into testing agreement with GTAI or one of GTAI’s Affiliates. These Terms apply to the use of GTAI Offerings by you if you are participating in a pre-commercial test. Unless specifically stated in a separate agreement between you and us, if there is a conflict between these Terms and any of the terms contained in the testing agreement, these Terms shall govern. 

Changes to Terms 

We may modify these Terms at any time in our sole discretion. Changes may arise for a variety of reasons, including to reflect changes in the law, new features, changing business practices, or learning a better way to provide the GTAI Offerings. Any changes to these Terms will become effective when we post them on our website at www.groundtruth.ag. The modified Terms will also appear when you log into your Account. Your use of GTAI Offerings following these changes constitutes your acceptance of the revised Terms of Service. If we believe that the changes contain any material changes that affect your rights or responsibilities, or if the changes affect other Additional Terms, we will notify you in advance of the change by reasonable means. This could include a direct notification through the applicable GTAI Offering, or by an email. If you continue to use the GTAI Offerings after we make the changes, then you agree to those changes. If you do not agree to the revised Terms, you must stop using the GTAI Offerings immediately and you may notify us to request a pro-rated refund for unused subscription services, to be provided in accordance with our then current refund policy for such GTAI Offerings. 

Permitted Users 

GTAI Offerings are for business use only. These Terms establish or supplement a business-to-business relationship between you and us. By purchasing, downloading, installing, activating or otherwise using the GTAI Offerings, you represent and warrant that you are at least 18 years of age or the age of majority under the laws of where you reside, that you are acting for business purposes, and you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind the entity, in which case “you” and “your” shall refer to you and such entity. 

GTAI Account 

4     Account Creation 

You must create a GTAI account to access certain GTAI Offerings (an “Account”). When you create an Account, you will be asked to provide certain information about you and your business, such as your name, your business or corporate name (if applicable), address for service, email address, payment method and authorization, and other user information that is either necessary or advisable in order to utilize the full suite of GTAI Offerings (“Account Information”). By entering Account Information, you represent and warrant that all such information you enter is true and accurate and you agree to keep the information up to date if it changes at any time while you are bound by these Terms. Should you refuse to provide certain Account Information, we may not be able to provide you access to some or all GTAI Offerings. 

4     Enterprise Level Accounts 

Certain Accounts will be designated as "Enterprise Level Accounts". These Enterprise Level Accounts will permit your employees and contractors to access the GTAI Offerings using personalized log-ins. Enterprise Level Accounts will include administrator functions that allow you to determine who should have access to what information, and in what Service Territory (defined below). The individual or institution associated to the Enterprise Level Account has sole financial and legal responsibility for all transactions made by any person who signs in or identifies as being associated with the Enterprise Level Account, whether or not the person has been given authority to use the Enterprise Level Account by you. Financial and legal responsibility for any unauthorized use of any log-in information associated with an Enterprise Level Account remains with the person to whom the Enterprise Level Account is registered. 

4     Responsibility 

You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your computer and/or Account. Sharing of your login information is prohibited. You accept responsibility for any and all activities or actions that occur under your Account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account. 

4    Suspension of Accounts 

We want to ensure that all of our users have a genuine and positive experience while using the GTAI Offerings. In order to do that, we reserve the right to terminate or suspend your Account at our sole discretion. This means that we don’t need any reason to revoke your access. We’re also a tech company, which means that we might have ways of determining whether you’re breaching these Terms. You’re agreeing to allow us to do everything that we are legally allowed to do to both ensure that you are complying with these Terms, and to prevent you from using the GTAI Offerings, at any time and without notice to you. This includes blocking specific IP addresses. 

4    Service Territories 

You will be required to provide the geographical location and/or country and province/state that you operate in as part of the Account Information we collect (your "Service Territory"), You must have a separate Account for each Service Territory where you use the GTAI Offerings, and the applicable Additional Terms and Privacy Policy (defined below) related to that Service Territory will be determined based upon your Service Territory. You may have no more than one Account per Service Territory. Enterprise Level Accounts may be able to designate associated users as being located within a particular Service Territory and therefore may not be required to have different Enterprise Level Accounts for each Service Territory. 

GTAI Offerings 

5     Scope of Services 

GTAI Offerings operate to provide agricultural commodity information, estimates, quality results, grading results or other recommendations based on models and third party sources, and help you organize and evaluate data provided or inputted by you, your mobile device or your equipment. GTAI Offerings may not be available in all languages or in your Service Territory, and may not be appropriate or available for use in any particular location. Our services, models, data and recommendations may change over time. Individual results may vary across businesses, growers, locations and time. We do not guarantee any individual results, and neither the GTAI Offerings nor GTAI Generated Works (defined below) should be used as a substitute for sound farming and business practices, or as the sole means for making farming, business, risk management or financial decisions. We recommend that you consult your agronomist, commodities broker and other service professionals before making financial, risk management business, and farming decisions. 

5    Personal Information 

Providing the GTAI Offerings requires us to collect, share, and use your personal information. Our Privacy Policy, which is incorporated herein by reference, is available online at [NTD: INSERT WEBSITE LINK] (“Privacy Policy”). It explains how we collect, share, and use your personal information. It also explains the many ways you can control your personal information, including in the preferences and settings accessible within your Account. 

Content 

For purposes of these Terms: (i) “GTAI Content” means text, content, graphics, images, music, user interfaces, software, machine learning models, audio, video, works of authorship of any kind, trademarks, unique gestures, logos, and information or other materials that are posted, generated, provided or otherwise made available through the GTAI Offerings that we created or have a license to use, and includes anything within the GTAI Offerings that is not User Content; and (ii) “User Content” means any content that you provide to be made available through the GTAI Offerings, such as grain samples, Customer Business Data (defined below), Account Information, and other information or data uploaded by you. Collectively, GTAI Content, and User Content are referred to as “Content.” 

6    Content Ownership 

We exclusively own all right, title and interest in and to the GTAI Offerings and GTAI Content, including all associated intellectual property rights. You acknowledge that the GTAI Offerings and GTAI Content are protected by Canadian and international copyright, and other intellectual property laws and treaty provisions. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the GTAI Offerings and GTAI Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. 

6    Rights in User Content Granted by You 

By making any User Content available through the GTAI Offerings, you hereby grant to us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, edit, remix, modify, adapt, reformate, create derivative works from, incorporate into other works, publicly display, publicly perform, publish, and distribute your User Content solely in connection with operating and providing the GTAI Offerings and GTAI Content. 

GTAI needs this license because you own your User Content, and we may only display it across our various surfaces (i.e, mobile, web) with your permission. 

No compensation or obligation will be due or payable to you in connection with our exercise of our rights under this license granted. You also waive all “moral rights” to any User Content that you submit. The rights granted under this license may be freely assigned or sublicensed by us to any party. 

6    Rights in GTAI Content Granted By Us 

Unless otherwise specified in a bill of sale for hardware manufactured by GTAI, all GTAI Offerings are licensed, not sold, to you. Subject to these Terms and any applicable Additional Terms, we grant you a limited, revocable, personal, non-exclusive, and non-transferrable license for you to access and use the GTAI Offerings and GTAI Generated Works (defined below) solely for your business use in the applicable Service Territory, without the right to sub-license. We do not grant you any rights or licenses under any of our technology or intellectual property rights, except as expressly granted in these Terms. In agreeing to these Terms, you agree that you shall use GTAI Content for lawful purposes only. 

We reserve all other rights. 

6     Restrictions 

You agree NOT to: 

61. use GTAI Offerings outside of the Service Territory; 

62. use GTAI Offerings on lands, products, commodities, or equipment that you do not own or have a right to use or for which you have no right to operate; 

63. sell, lease, lend, license, export, re-export, otherwise transfer, distribute, re-distribute, copy, publicly perform or display, transmit or publish any GTAI Offerings or GTAI Generated Works or assign, transfer or sublicense these Terms or the rights granted by us through these Terms without our prior written consent; 

64. create derivative works of GTAI Content or commercially exploit GTAI Content, except as expressly permitted pursuant to these Terms; 

65. access or use any GTAI Offering in any manner that could disable, overburden, damage, disrupt or impair any GTAI Offering or interfere with any other party's access to or use of the GTAI Offerings or use any device, software or routine that causes the same; 

66. use GTAI Offerings to develop, evaluate, validate or enhance any competing product or service, without our prior express written consent; 

67. use GTAI Offerings or GTAI Generated Works to benchmark or otherwise compare the performance of our products against products or services of our competitors, or for the purpose of developing or promoting competing products, without our prior express written consent, but you may make quality comparisons and conduct quality testing solely for your own use; 

68. access or use any GTAI Offering in any manner, including in regards to data storage, in excess of any fair usage limits as determined by us in our sole and absolute discretion; 

69. attempt to gain unauthorized access to, interfere with, damage or disrupt our GTAI Offerings, Accounts registered to other users, or the computer systems, networks, or devices connected to the GTAI Offerings; 

610. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the GTAI Offerings; 

611. use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the GTAI Offerings to monitor, extract, copy or collect information or data from or through the GTAI Offerings, or engage in any manual process to do the same; 

612. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful; 

613. use the GTAI Offerings for illegal, harassing, unethical, or disruptive purposes, including without limitation, the delivery of "junk" mail or "spam"; 

614. use the GTAI Offerings to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of anyone or to publish material that is false, defamatory, harassing or obscene; 

615. use our name in metatags, keywords and/or hidden text; or 

616. remove or modify any markings or notices of our or our licensors’ proprietary rights, or violate or circumvent, or attempt to do so, any GTAI Offerings security features, including attempting to access or use any portion of the GTAI Offerings for which you have not paid all due and applicable amounts. 

617. use GTAI Offerings, including GTAI Generated Work, to develop or create any software, hardware, or integrated software and hardware solution, without our express written consent. 

6    Your Responsibility for User Content 

You are solely responsible for your User Content. You represent and warrant that you own your User Content. You also represent and warrant that neither your User Content, nor your User Content to be made available through the GTAI Offerings, nor any use of your User Content will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation or violate any agreement you have with any third party. 

Software 

7    GTAI Software 

GTAI Offerings may utilize proprietary software and/or firmware (“GTAI Software”). Some GTAI Software resides on equipment leased or sold to you. Your use of GTAI Software is subject to these Terms. GTAI, or its applicable third party licensors, grants you a personal, non-transferrable, and non-exclusive right and license to use the object code of the GTAI Software in accordance with these Terms, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or structure sequence and organization of, sell assign sublicense, distribute, rent, lease, grant a security interest in, or otherwise transfer any right in the GTAI Software. You acknowledge that this license is not a sale of intellectual property and that GTAI and our third party licensors, providers or suppliers continue to own all right, title and interest to the GTAI Software and related documentation. The GTAI Software is protected by the copyright laws of the Canada and international copyright treaties. 

7    Third Party Consent 

The GTAI Offerings may enable access to and use of, third party software, services, and/or websites, that interact with the GTAI Offerings, and when applicable, subject to those third parties’ terms and conditions (collectively and individually, "Third Party Services"). Your use of Third Party Services may require agreement to additional terms and conditions specific to that Third Party Service. These additional terms and conditions do not form part of the Additional Terms, and remain agreements solely between you and the third party 

You agree to use the Third Party Services at your own risk. We are not responsible for examining or evaluating the content or accuracy of any Third Party Services, and shall not be liable to you for any loss or injury arising out of or caused, in whole or in part, by your use of any such Third Party Services. Data displayed by the GTAI Offerings that originates from or is manipulated by any Third Party Services (“Third Party Content”) is for general informational purposes only and is not guaranteed by GTAI. You agree not to use the Third Party Services or Third Party Content in any manner that is inconsistent with these Terms or that infringes the intellectual property rights of any third party. You agree not to use the Third Party Services to harass, abuse, stalk, threaten or defame any person or entity, and we are not responsible for any such use. Third Party Services and Third Party Content may not be available in all languages or in your Service Territory, and may not be appropriate or available for use in any particular location. To the extent you choose to use Third Party Services, you are solely responsible for compliance with all applicable laws. We reserve the right to change, suspend, remove, disable or impose access restrictions or limits on any Third Party Services at any time without notice or liability to you. 

7     Software Upgrades 

GTAI and our applicable third party licensors have the unrestricted right, but not the obligation, to provide GTAI Software and third party software upgrades, updates, or supplements (such as, but not limited to adding or removing features or updating security components) at any time. We will use reasonable efforts to notify you of any changes we make to the GTAI Software, though this may not always be possible. We recommend that you install or use the most recent version of the GTAI Software and abide by any additional requirements. If you are running depreciated versions of GTAI Software, we will not be able to provide you with support. An update may result in a change, or discontinuation, of features of the GTAI Software. Although unlikely, software upgrades, updates, or supplements could reset your GTAI Equipment (defined below) and erase saved preferences or stored content. To the extent possible, you should always back up your information and stored content prior to updating any GTAI Software or firmware. 

Equipment 

8    Maintenance and Repair 

GTAI will provide support for equipment it provides to you (the "GTAI Equipment"), whether by sale, under lease, or through an equipment as a service contract, all in accordance with the applicable written product warranty that accompanied the GTAI Equipment at time of delivery. These Terms shall apply to all GTAI Equipment except as otherwise specified in any such written product warranty accompanying the GTAI Equipment at the time of delivery. You agree to use appropriate and reasonable care in maintaining and using any and all GTAI Equipment. If the GTAI Equipment is damaged due to your intentional acts, negligence, or any use inconsistent with these Terms, as determined by GTAI, you will be responsible for the price of repair or replacement. You understand that repair or replacement of the GTAI Equipment may delete stored content, reset personal settings or otherwise alter the GTAI Equipment. We are under no obligation to save or maintain any information stored on any GTAI Equipment that is delivered to us for maintenance or repair. To the extent possible, you should always back up your information and stored content on GTAI Equipment prior to any maintenance or service request. 

8    Monitoring of Equipment 

We reserve the right to manage and monitor the status and use of GTAI Equipment. This right shall survive the suspension of these Terms, or the deletion or termination of your Account. Neither you nor a third party may change, interfere with, or block our access to the GTAI Equipment data or settings. If any of your data is generated or transmitted by or through any third party equipment, hardware or software products and you must submit a product support request to us that relates to such third party equipment, hardware or software product, then we may share your data with the provider of such equipment, hardware or software product as we deem reasonably necessary to resolve that product support request, provided that such provider agrees not to use or disclose your data other than to resolve that product support request. If you do not want us to share your data with the provider of any of your third party equipment, hardware or software products, users in the U.S. and Canada, please notify [NTD: Insert Support Details], or by sending a written notice to us as set forth in the Notices section, below. Please note that not allowing us to share your data with the provider may prevent GTAI or the provider from troubleshooting and resolving your issue effectively. 

8     Return of Equipment 

Upon termination of GTAI Offerings, for whatever reason, if requested by us, you must return all unowned GTAI Equipment, undamaged, within 21 calendar days in the manner set forth in the product guide that accompanies the GTAI Equipment. If the GTAI Equipment is not returned to us within 21 calendar days, or it is returned damaged, you will be charged for the value of the equipment, less any payment you previously made for the equipment. No refunds will be made for any returned equipment. In addition to termination of service, these return equipment provisions apply if your existing GTAI Equipment is replaced or upgraded for any reason. 

Data and information 

9    Customer Data and Feedback 

Some GTAI Offerings may require you or your authorized users to upload, input, transmit, store or otherwise make available to GTAI information about your operation, such as your locations, grain samples, grain quality, grain conditions, crop conditions, customers, maps or boundaries, recorded environmental, weather or climatic conditions, agronomic practices, crop losses, crop yields, field images, field notes and other information relating to your business operation (“Customer Business Data”). You may not be able to use certain features of the GTAI Offerings if you do not provide this information. As between you and GTAI, you own all Customer Business Data. At any time, you may request a copy of your Customer Business Data. We will provide a complete copy of our Customer Business Data in a readable form, which may not be in the same form as the information was provided to us. To the extent permitted by applicable law, you grant us a non-exclusive, irrevocable, royalty free, and worldwide license to access, use, reproduce, display, modify, and prepare derivative works based on your Customer Business Data in order to provide the GTAI Offerings and related support to you, for our internal operations and research and development purposes, and for other purposes set forth in these Terms. 

9      Feedback 

We welcome feedback, comments and suggestions for improvements to the GTAI Offerings (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in any GTAI Offering or in any such Feedback. All Feedback becomes our sole and exclusive property, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. 

9     Commercialization of Data 

We will never sell or share your Customer Business Data, personal information, or Account Information with third-parties unless you have given us permission to do so. At the present time we have no program to allow for the sale of Customer Business Data, personal information, or Account Information. In the future, we may develop such a program, and as a customer and Account holder of GTAI, you will be informed if or when this is set to occur. Prior to enrolment in any such program, you will be provided with information on how we will attempt to transact your Customer Business Data, personal information, or Account Information, and the revenue sharing model that will be deployed in the event of a successful sale of such information. 

9     GTAI Generated Work 

We own any works we generate (“GTAI Generated Works”), including data, tools, analyses, results, estimates, models, recommendations and other information generated, published, displayed, transmitted or made available to you in or by the GTAI Offerings, except for your personal information, Customer Business Data, or Third Party Content, whether or not the GTAI Generated Works are related to personal data, Customer Business Data or Third Party Content. GTAI Generated Works include “aggregated or anonymized Information,” which is information that has been aggregated or anonymized such that it is not personally identifiable to you by a person using reasonable skills. Aggregated or anonymized Information is not considered Customer Business Data. 

9      Sharing Data with other GTAI Users and Partners 

GTAI allows you to share certain information, including Customer Business Data and GTAI Generated Works, with other GTAI users, within the GTAI Offerings, or to share certain information with third parties who are our Platform Partners by linking your Account to an account with the Platform Partner. Selecting to share your information and data with other GTAI users authorizes GTAI to share your information with such users within our environment. Linking your Account and an account with one or more of our Platform Partners authorizes GTAI to share your information with such Platform Partners and enables them to download a copy of your information to the Platform Partner’s own system. We do not share your data with any third party Platform Partners without your express consent. The terms of service applicable to your Account with the Platform Partner and the Platform Partner’s privacy policies will govern their processing and use of any information you share with them by linking your GTAI and a Platform Partner account. 

Only share your information within GTAI with GTAI users you trust. Sharing your information with other GTAI users may enable them to share your information with Platform Partners and others outside of GTAI without seeking further authorization from you. GTAI users and Platform Partners with whom you share your information are not agents or representatives of, or processors for GTAI. We are not responsible for their actions in relation to your information. Further data privacy information and relevant information with regard to sharing personal data with other GTAI users and Platform Partners is available in our Privacy Policy. If you proactively choose to share your information with other GTAI users or Platform Partners, you can provide or revoke such access in your Account settings, or by contacting GTAI Customer Support. Users in the U.S. and Canada, can contact GTAI Customer Support by sending an e-mail to info@groundtruth.ag. 

Terms and Terminations 

10     Term Length 

These Terms are effective until terminated by you or GTAI. Your rights under these Terms will terminate at the option of GTAI, with or without notice to you, if you fail to comply with any of our Terms. Upon termination, you will have no further right to access or use the GTAI Offerings, and any rights and licenses granted to you under these Terms will terminate. Termination or other discontinuation of your use of the GTAI Offerings will not relieve you of any obligations arising prior to termination regarding intellectual property or confidential information, ownership, or indemnification, nor will it relieve you of any liability for any breach of these Terms. 

10     Account Deletion Requests 

You may request that we close and permanently delete your Account by contacting the GTAI Director of Data Privacy using the form or at the address provided in our Privacy Policy. If you terminate your service and request that we delete your Account, we will handle your personal information and other Customer Business Data you provide to us in accordance with our Privacy Policy.

As part of our development process, we are continuously utilizing customer inputs to refine our models and deliver a better product to you. Because of the nature of this development process, it will be impossible for us to remove your anonymized or aggregated Customer Business Data and usage information from the GTAI Content. As such, notwithstanding our commitment to delete your Account, you provide to us a worldwide, irrevocable, royalty-free, transferrable, license to use Your Content that has been integrated into the GTAI Offerings on an aggregated or anonymized basis. 

10     Termination for Breach 

Either you or GTAI may terminate our contractual relationship if the other party breaches these Terms. If you terminate these Terms because of a breach by GTAI, we will refund amounts already paid by you for any active subscriptions or orders at the time of termination. If GTAI terminates these Terms because of a breach by you, you will be responsible for all subscription fees for any active subscriptions or orders at the time of termination extending through the remainder of your current contract, and will not be entitled to any credits or refunds as a result of such termination for prepaid but unused GTAI Offerings. 

10     Additional Termination Rights 

We may terminate our relationship with you with respect to any GTAI Offering with or without cause upon written notice to you. For example, without limitation, we may terminate these Terms if: (i) we no longer offer the applicable GTAI Offering; (ii) you do not pay your applicable amounts on time; (iii) your continued use of the GTAI Offerings violates these Terms, any other contract between us, or any applicable law or regulation; or (iv) we believe that your Account has been accessed without your authorization. If we terminate these Terms other than for cause, we will refund amounts already paid by you for any active subscriptions or orders at the time of termination. 

10     Survival 

The rights granted to GTAI and any other obligations of the parties under these Terms which, by their nature, would continue beyond the termination, cancellation, suspension, or expiration of these Terms shall survive termination, cancellation, suspension, or expiration of these Terms. 

Liability and Damages 

11    Limited Warranties and Disclaimers 

We do not promise that your use of the GTAI Offerings will be uninterrupted or that the GTAI Offerings or GTAI Generated Works will meet your requirements, be accurate or be error-free. 

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE GTAI OFFERINGS AND ANY GTAI EQUIPMENT OR GTAI SOFTWARE OR GTAI GENERATED WORKS IS AT YOUR SOLE RISK. EXCEPT AS SPECIFIED IN THE SECTION TITLED THE LIMITATIONS ON LIABILITY IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF OUR AGREEMENT AND REFLECT A FAIR ALLOCATION OF THE RISK BETWEEN YOU AND US. THE SERVICE AND WEBSITE WOULD NOT BE PROVIDED TO YOU FOR USE WITHOUT SUCH LIMITATIONS IN PLACE, AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GTAI Offerings, GTAI SOFTWARE, GTAI EQUIPMENT, AND GTAI GENERATED WORKS PERFORMED OR PROVIDED BY GTAI OR ITS AFFILIATES ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND GTAI AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE GTAI Offerings, GTAI SOFTWARE, GTAI EQUIPMENT, AND GTAI GENERATED WORKS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR AUTHORIZED REPRESENTATIVES OR US SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.  

11    Limitation of Liability 

Use of the GTAI Offerings and GTAI Generated Works is at your sole risk. In no event shall our total liability to you for any damages (other than as may be required by applicable law in cases involving personal injury) be in excess of the amount you actually paid on account of subscription services and recurring fees (i.e. excluding one-time purchases) to GTAI for such GTAI Offerings during the 12 months prior to the date on which the relevant claim arises.  

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GTAI, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE GTAI OFFERINGS, GTAI SOFTWARE, GTAI EQUIPMENT, AND GTAI GENERATED WORKS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 

THE LIMITATIONS ON LIABILITY IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF OUR AGREEMENT AND REFLECT A FAIR ALLOCATION OF THE RISK BETWEEN YOU AND US. THE SERVICE AND WEBSITE WOULD NOT BE PROVIDED TO YOU FOR USE WITHOUT SUCH LIMITATIONS IN PLACE, AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE. 

11    Indemnity 

You agree to indemnify, defend, and hold harmless GTAI and each of our employees, officers, directors, shareholders, agents, successors, licensors and subcontractors, from and against any claim, liability, damage, loss, or expense, including reasonable attorneys’ fees, arising out of or connected with: 

111. your use of, the GTAI Offerings, GTAI Equipment, or GTAI Content; 

112. your violation of any portion of these Terms; 

113. any negligent acts, omissions, or willful misconduct by you; 

114. your violation of any law or any dispute or issue between you and any third party; and 

115. your User Content provided to the GTAI Offerings. 

We retain the exclusive right to settle, compromise and pay any and all claims or causes of action which are brought against us without your prior consent. If we ask, you will co-operate fully and reasonably as required by us in the defence of any relevant claim. 

Communication 

12    Formal Notices 

Notices by either party in connection with GTAI Offerings may be provided by email. The receiving party will be deemed to have received such notice upon transmission. By installing, downloading, activating or using any GTAI Offering, you expressly consent and agree that all notices, including without limitation all commercial communications by you or us in connection with GTAI Offerings, and these Terms may be provided electronically to your primary e-mail address provided in your Account. It is your responsibility to keep your Account Information up to date so that we can communicate with you electronically. If we send a notice to your primary e-mail address on file and your primary e-mail address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the notice to you. If electronic notices sent to you by us are returned because of an invalid e-mail address, we may deactivate your Account, in which case you will not be able to use your Account until you update your Account Information and provide a valid, working e-mail address. You may change your primary e-mail address at any time in your Account settings or by sending an e-mail message to us at [NTD: ADD Support EMAIL]. In the body of such request, state your previous e-mail address and your new e-mail address. 

12    Push Notifications 

We may provide you with emails, text messages, push notifications, alerts and other messages related to the GTAI Offerings, such as enhancements, offers, products, events, and other promotions. After accessing the GTAI Offerings, you may be asked to accept or deny push notifications/alerts. If you deny, you will not receive any push notifications/alerts. If you accept, push notifications/alerts will be automatically sent to you. If you no longer wish to receive push notifications/alerts from the GTAI Offerings, you may opt out by changing your notification settings on your device. With respect to other types of messaging or communications, such as emails, text messages, etc., you can unsubscribe or opt out by either following the specific instructions included in such communications, by changing your Account settings, or by emailing us with your request at info@groundtruth.ag. 

Miscellaneous 

13    Force Majeure 

Except for payment obligations, neither you nor us will be in breach of these Terms or responsible for damages caused by delay or failure to perform any of its obligations under these Terms due to circumstances beyond the control of the claiming party. 

13    Governing Law 

Your access to GTAI Offerings and GTAI Content, as well as these Terms are governed and interpreted by the laws of the Province of Saskatchewan, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the Province of Saskatchewan. By using the GTAI Offerings, you are consenting to the exclusive jurisdiction of the courts of the Dominion of Canada and the Province of Saskatchewan. You agree that such courts shall have in personam jurisdiction and venue and waive any objection based on inconvenient forum. You agree that you will not file or participate in a class action against us. Any action commenced by you against us shall be filed in the City of Regina, in the Province of Saskatchewan. 

13    Global Reach 

By using the GTAI Offerings, you agree and acknowledge that the GTAI Offerings are a global service operating through servers located in a number of countries around the world, including Canada. If you live in a country with data protection laws, the storage of your personal data may not provide you with the same protections as you enjoy in your country of residence. By submitting your personal information, or by choosing to upgrade the services you use, or by making use of the GTAI Offerings, you agree to the transfer of your personal information to, and storage and processing of your personal information in, any such countries and destinations. 

13    Third Party Links 

GTAI Content may contain links to third party websites or resources. In such cases, you acknowledge and agree that we are not responsible or liable for: 

(a) the availability or accuracy of such websites or resources; or 

(b) the content, products, or services on or available from such websites or resources. 

Links to such websites or resources do not imply any endorsement. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. 

13    Assignment 

You may not assign or transfer these Terms or any rights or obligations under them (by assignment, operation of law or otherwise) without the prior written approval of GTAI. Any attempted assignment or transfer of these Terms to any person shall be deemed to be void ab initio and of no force or effect. Any breach of this provision shall constitute a breach of these Terms. These Terms shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns. We may transfer or assign these Terms without notice to you, in our sole and absolute discretion. 

13    Entire Agreement 

These Terms, including the applicable Privacy Policy and any Additional Terms, constitutes the entire agreement between the parties. Headings are for convenience only. In the event of any discrepancy between these Terms and the terms of any Additional Terms, the Additional Terms shall govern. These Terms do not create an association, partnership, joint venture, trust, agency or other relationship between the parties. These Terms is non-exclusive. No waiver by either party of any breach by the other party of any of these Terms shall be construed as a waiver of any subsequent breach, whether of the same or of a different provision of these Terms. If a court of competent jurisdiction finds any provision of these Terms to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of these Terms will remain in full force and effect.  

13    Third Party Services 

You are solely responsible for all requirements for access to or use of the GTAI Offerings through your mobile device, internet or telecommunications provider, including but not limited to any connection, use or similar charges, or the terms related to the use of any additional required software. 

Contact Us 

If you have any questions about our Terms of Service, please contact us at: info@groundtruth.ag. 

Language 

These Terms, and all correspondence and documentation relating to these Terms and your use of our Services, will be written in the English language. Vous acceptez que ces termes d’usage, ainsi que toute la correspondence et la documentation relative à ces termes d’usage, soient rédigées en langue anglaise.