Terms and Conditions
on whose behalf that you are registering, and this Agreement governs your use of the farm.scale-tec.com website and mobile application, as well as all
content, services, and features you subscribe to through the Website (the "Services").
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE CREATING AN ACCOUNT. YOU ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND
ELECTRONICALLY SIGN THIS AGREEMENT BY CHECKING "I ACCEPT" NEXT TO THE HYPERLINK TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS IN THIS AGREEMENT, YOU
MUST NOT USE THE WEBSITE TO CREATE AN ACCOUNT OR SUBSCRIBE TO OR USE THE SERVICES. BY CREATING AN ACCOUNT OR SUBSCRIBING TO OR USING THE SERVICES, YOU
REPRESENT THAT YOU HAVE THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND THE COMPANY ON WHOSE BEHALF YOU ARE
1. Creating an Account. Prior to creating an account, you must purchase BLE-SCALE-TEC device (the "Device"). The Device includes a registration number
which you will need in order to register for the Services. To complete registration, you must also provide Scale-Tec with the following information: your
name, the name of your company on whose behalf you are registering, address, billing information, a username and a password.
2. Subscription to the Services.
2.1. Subscription. Subject to the payment of fees in Section 3, and the other terms and conditions of this Agreement, Scale-Tec hereby grants you a
non-exclusive, non-transferable subscription to the Services during the Subscription Term. The Subscription Term will begin once you have completed the
registration process and continue for one (1) year. The Subscription Term will automatically renew thereafter for successive one (1) year periods, unless
you notify Scale-Tec within thirty (30) days before the end of the then current period. Each successive annual renewal period becomes a part of the
2.2 Your Covenants. You agree that you will: (a) provide Scale-Tec with: (i) all necessary cooperation in relation to this Agreement; and (ii) all
necessary access to such information as may be required by Scale-Tec in order to render the Services, including, but not limited to, your Data (as defined
in Section 2.3); (b) comply with all applicable laws and regulations with respect to your activities under this Agreement; (c) carry out all other
responsibilities set out in this Agreement in a timely and efficient manner; (d) obtain and maintain all necessary licenses, consents, and permissions
necessary for Scale-Tec to perform its obligations under this Agreement; (e) ensure that your computer hardware, network and systems comply with the
relevant specifications provided by Scale-Tec from time to time; and (f) be solely responsible for procuring and maintaining the your Device, network,
network connections, and telecommunications links from your systems to Scale-Tec’s servers, and all problems, conditions, delays, delivery failures and all
other loss or damage arising from or relating to your network, network connections, or telecommunications links or caused by the internet.
2.3 Scale-Tec’s Privacy Covenants. Scale-Tec will collect the following information from you and the Device: field name, storage name, storage location,
point of origin, truck name, point of unload, grain care weight, and moisture (collectively, "Data"). Scale-Tec believes that the Data belongs to you,
subject to Scale-Tec’s non-exclusive right to use the Data in providing the Services to you. Scale-Tec will not sell the Data to any third party, and will
only disclose the Data as required by law, such as to comply with a subpoena, or similar legal process, based on a good faith belief that disclosure is
necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request, with trusted service
providers who work on our behalf, and do not have an independent use of the Data being disclosed, or upon a merger, acquisition, or sale of all or a
portion of our assets, or disposition in bankruptcy or similar event. The Data is commercial Data, which you agree is not consumer data subject to state
and federal privacy laws.
2.4 Intellectual Property. You agree that Scale-Tec owns all intellectual property rights in the Services. Except as expressly stated herein for the
Subscription Term, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks
(whether registered or unregistered), or any other rights or licenses with respect to the Services. You further agree that you will not: (a) attempt to
copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the
Services in any form or media or by any means; (b) attempt to reverse compile, disassemble, emulate, reverse engineer or otherwise reduce to
human-perceivable form all or any part of the Services; (c) access all or any part of the Services in order to build a product or service which competes
with the Services; or (d) use the Services to provide services to third parties without prior written consent.
3. Payment and Fees. With your purchase of the Device, the first year of the Subscription Term is free. Thereafter, Scale-Tec offers two subscription plans
to the Services: a free version and an advanced version. The free version of the Services has limited capability while the advanced version offers the full
function of the Services. You can read more about each version on the website. With respect to either version to which you enroll, you agree to pay the
annual Subscription Fee, if any, which are stated on the website for the Subscription Term. The fees for the subscription to the Services are billed in
advance, are non-refundable, and automatically renew on an annual basis. The Subscription Fee for each renewal period is subject to change, and such
changes will be effective thirty (30) days after such changes have been posted on the website or after you have received Notice (as defined in Section 10)
from Scale-Tec for the next renewal period of the Subscription Term.
Scale-Tec will collect the Subscription Fee from you, and you will pay the Subscription Fee through Scale-Tec’s merchant account. You may elect to pay the
Subscription Fee through an invoice, in which case the Subscription Fee is due Net (10).
We reserve the right to deactivate your access to the Services and terminate the Agreement for failure to pay the Subscription Fee as described in this
Agreement and on the website when due. Unless otherwise stated, all fees are stated in U.S. Dollars.
4. Cancellation and Termination. You can cancel your subscription and this Agreement at any time by sending Scale-Tec Notice, pursuant to Section 10. All
fees that have been billed to you are non-refundable, so we must receive such Notice at least thirty (30) days before your renewal fee is due to avoid
billing your account.
Scale-Tec may terminate this Agreement immediately upon any material breach by you of any of the terms in this Agreement. We also may terminate this
Agreement without cause on thirty (30) days advance Notice to you, in which case we will reimburse you pro-rata for any time remaining on your subscription
before your renewal fee is due. Scale-Tec will have no other liabilities for exercising its right to terminate this Agreement under this Section 4.
On cancellation or termination of this Agreement for any reason: (i) your subscription to the Service, as well as all permissions, subscriptions, and
licenses granted to you by Scale-Tec under this Agreement and the Subscription Term will immediately terminate, and you will make no further use of the
Service; (ii) Scale-Tec may immediately destroy or otherwise dispose of any of the your Data uploaded to Scale-Tec’s website in its possession; and (iii)
Scale-Tec’s accrued rights to payment, as well as Sections 2.3, 3, 5, 6, 7, 8 9, 10, 11, 12, and 13 will survive termination or cancellation of this
Agreement, however arising.
5. Confidential Information and Security. Scale-Tec acknowledges that you may upload to the Scale-Tec’s website content that contains confidential
information related to your agri-business. Scale-Tec warrants that it will safeguard your confidential information using the same degree of care that we
use to safeguard our own confidential information. You, however, recognize and acknowledge that the Services is a cloud-based service. As such, Scale-Tec
has relationships with one or more third party service providers in order to provide the Service, including third parties who provide the network and
storage services where your confidential information may be stored. Scale-Tec has established reasonable safeguards against destruction, loss, alteration,
or theft of your content, but Scale-Tec cannot guarantee or warrant against such destruction, loss, alteration, or theft. You release Scale-Tec of such
warranties and liabilities consistent with Section 6.
6. Your Representations and Warranties. You represent and warrant to Scale-Tec that: (i) you have all rights, licenses, and consents required to make
available your information and Data to Scale-Tec’s website on these terms, and further represent and warrant that such content and Data does not infringe
the rights of any third party or violate any applicable law or regulation; (ii) the content and Data uploaded to the website is not libelous, defamatory,
obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, which may constitute or encourage a criminal
offense, violate the rights of any party or, which may otherwise give rise to liability or violate any law; and (iii) you will not disclose or allow to be
disclosed or use in any improper manner any confidential, personal, or sensitive information provided by any third party referred to you by Scale-Tec or
through the Services. All of the representation and warranties by you in this Agreement will survive termination or cancellation of this Agreement, however
7. Disclaimer of Warranties. Scale-Tec does not and cannot warrant that the Services will operate without errors, or that the Services will be available
and operational at all times or that you will always have access to the Service. We do not warrant that our services or the Internet will be available on a
specified date or time or have the capacity to meet your demands during specific hours. Scale-Tec will not be liable for any damage, loss, or cost that you
may suffer arising out of use of, or inability to, use the Service, even if the Scale-Tec had notice of the possibility of such damage, loss, or cost,
regardless of whether such damage or event occurs as a result of the Scale-Tec’s negligence. Scale-Tec will not be liable for unauthorized access to
Scale-Tec’s transmission facilities or premises or equipment or for unauthorized access to or alteration, theft or destruction of any of your content
uploaded to Scale-Tec’s website, user names, passwords, programs, procedures or information through accident, fraudulent means or devices or any other
method, regardless of whether such damage or event occurs as a result of the Scale-Tec’s negligence.
THE SERVICES ARE PROVIDED "AS IS" WITH "ALL FAULTS." SCALE-TEC EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SCALE-TEC OR ANY OF ITS DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY
KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER DUE TO A BREACH
OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF SCALE-TEC OR ANY OTHER PARTY OR OTHERWISE, EVEN IF THE SCALE-TEC IS ADVISED BEFOREHAND OF THE
POSSIBILITY OF SUCH DAMAGES.
8. Limitation of Liability. In no event will Scale-Tec’s liability for the performance or non-performance of its obligations under this Agreement exceed
$10. The foregoing is intended as a complete allocation of the risks between Scale-Tec and you. Because the bargain struck and the price paid reflect such
allocation this limitation upon remedies will not have failed of its essential purpose.
9. Indemnity. You will indemnify and hold harmless Scale-Tec, its officers, directors, employees and agents from and against any claim, liability, damage,
assessment, or expense (including expenses of investigation and defense, and reasonable attorney fees and expenses) of any nature whatsoever sustained,
suffered or incurred for or on account of, or arising from or in connection with, any breach by you of any representation, warranty or covenant set forth
in this Agreement, or resulting from any act or omission by you.
10. Notice. Scale-Tec may deliver notice to you under this Agreement by electronic mail, a general or specific notice on the website, a communication to
your account or by written communication delivered by first class U.S. mail to your address on record.
Notices to Scale-Tec must be in writing and will be deemed given when (a) delivered personally, or (b) sent to address below, in which case notice is
deemed given upon receipt:
16027 Hwy 64
Anamosa, Iowa 52205
11. Assignment. Scale-Tec may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations
under this Agreement. You will not, without the prior written consent of Scale-Tec, assign, transfer, charge, delegate, sub-contract or deal in any other
manner with all or any of your rights or obligations under this agreement.
12. No Partnership or Agency. Nothing contained in this Agreement will be construed to place Scale-Tec and you in a relationship as partners, joint
venturers, or principal and agent, respectively.
13. Miscellaneous. This Agreement comprises the entire agreement between you and Scale-Tec with respect to your use of the website and the Services and any
other services purchased through the website, and supersedes all prior agreements between the parties regarding the subject matter contained herein.
Scale-Tec will have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from
carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other
industrial disputes (whether involving the workforce of Scale-Tec or any other party), failure of a utility service or transport or telecommunications
network, act of God, war, riot, civil commotion, malicious damage, change in any law or governmental order, rule, regulation or direction that impacts the
Services, or any accident, breakdown of machines, fire, flood, storm or default of suppliers, sub-contractors, or service providers.
This Agreement shall be governed and construed in accordance with the laws of the state of Iowa, without regard to its conflicts of law principles. You
agree to promptly and voluntarily submit to the exclusive jurisdiction of the Iowa state courts located in Cedar Rapids, Iowa or the United States District
Court for the Northern District of Iowa located in Cedar Rapids, Iowa, with respect to any legal proceedings arising out of this Agreement, waiving all
defenses with respect to jurisdiction, forum and venue. Any claim by you relating to this Agreement must be brought within one year of the date on which
the claim arises. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect without said provision.
You agree that money damages would not be a sufficient remedy for breach of this Agreement, and Scale-Tec shall be entitled to specific performance and
other equitable relief for any such breach, without the necessity of posting any bonds, in addition to any other remedies available to it at law or in
equity. No waiver or amendment of any term in this Agreement shall be binding on Scale-Tec unless made in a writing expressly stating that it is such a
waiver or amendment and signed by an authorized agent of Scale-Tec.
Last updated: 6/10/2016