TERMS OF SERVICE
Effective March 30, 2020
Overview

This website is operated by Valley Agronomics, LLC. Throughout the site, the terms “Valley Agronomics,” “Valley Ag,” “we,” “us,” and “our,” refer to Valley Agronomics. The pronouns “you” or “your” refer to any user of www.online.valleyag.com, (the “Website,” “site”), Valley Ag’s downloadable application (the “App”) or any associated services (the “Services,” and together with the Website and App, the “Platform,” “Portal”). Valley Ag offers this Platform, including all information, tools and services available from this Website and App to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Website and/or downloading our App and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Platform, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Please read these Terms of Service carefully before accessing or using our Platform. By accessing or using any part of the Website or App, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or App or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

These Terms of Service, together with any supplemental terms and conditions that we may post from time to time on the Website or App (collectively, the “Terms”) apply to your use of the Platform. Our collection, storage, processing, use and disclosure of personal information in connection with the Platform is subject to our Privacy Policy, located here.

For purposes of these Terms of Service, “you” and “your” means you as the user of the Platform. If you use the Platform on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) such entity is legally and financially responsible for your use of the Platform as well as for the use of your account by others affiliated with the entity, including any employees, agents or contractors.

Any new features or tools which are added to the current Platform shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Website or App. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website or App following the posting of any changes constitutes acceptance of those changes. If you have any questions regarding these terms, please contact us via email at customer.support@valleyag.com.

Online Platform Terms 

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Website and App.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature. Valley Agronomics assumes no responsibility for, and shall not be liable for, any damages to, or viruses that may infect your computer equipment or other equipment or other property due to your access to, use of, or browsing in this Website or App or your downloading of any materials, data, text, images, video or audio from this Website or App.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

General Conditions

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including payment information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Payment information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by Valley Ag.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms. 

Accuracy, Completeness, and Timeliness of Information

We are not responsible if information made available on the Website or App is not accurate, complete or current. The material on the Website or App is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information, such as your trusted Crop Advisor. Any reliance on the material on the Website or App is at your own risk.

The Website and App may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Website or App at any time, but we have no obligation to update any information on our Website or App. You agree that it is your responsibility to monitor changes to our Platform.

Modifications to the Service and Prices

Prices for our products are subject to change without notice. 

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Products or Services (if applicable)

Certain products or services may be available exclusively online through the website and app. These products or services may have limited quantities.

We have made every effort to display as accurately as possible the colors and images of our products that appear on the Website or App. We cannot guarantee that your computer/phone/device monitor/screen's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of Valley Ag. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Site or App is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per company or per order. These restrictions may include orders placed by or under the same customer account, the same credit card or bank account, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made on our Website or App. You agree to promptly update your account and other information, including your email address and payment information, so that we can complete your transactions and contact you as needed.

Optional Tools

We may provide you with access to third-party tools that we do not monitor or control.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the Website or App is entirely at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the Website (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

Third-Party Links

Certain content, products and services available via our Platform may include materials from third parties.

Third-party links on this Site may direct you to third-party websites that are not affiliated with Valley Ag. We are not responsible for examining or evaluating the content or accuracy of, and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Apple terms: The following terms and conditions apply to you only if you are using the App from the Apple App Store: To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and Valley Ag, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and Valley Ag acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You and Valley Ag acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Valley Ag, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim solely to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and Valley Ag acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your license of the App, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

Google and Google Play Terms: The following terms and conditions apply to you only if you are using the App from the Google Play store: If you acquire the App from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and the other terms and conditions in these Agreements, the Google Play Terms shall apply with respect to your use of any App that you acquire from Google Play. Valley Ag and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Valley Ag or you (or any other user) under the Google Play Terms.

Copyright Policy

Anyone who believes their work has been reproduced on the Website or App in a manner which constitutes copyright infringement may submit a notification to our team in accordance to the Digital Millennium Copyright Act (the “DMCA”), by contacting us via email at customer.support@valleyag.com.

If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in your written notice.

Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at https://www.copyright.gov/help/faq/faq-general.html.

Personal Information

Your submission of personal information through the Platform is governed by our Privacy Policy. Our Privacy Policy is available here.

We maintain reasonable administrative, physical and technological measures to protect the confidentiality and security of Personal Information you submit on or through this Website or App. Unfortunately, no Website, server or database is completely secure, and we cannot guarantee that your Personal Information will not be disclosed, misused or lost by accident or by the unauthorized acts of others.

Errors, Inaccuracies, and Omissions

Occasionally there may be information on our Website or App, or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Platform or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the Platform are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Valley Ag, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless Valley Ag and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Platform.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this Site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Idaho.

Changes to Terms of Service

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Platform. It is your responsibility to check our Website and App periodically for changes. Your continued use of or access to our Website, App or the Platform following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Contact Information

For more information or questions about our Terms of Service or would like to make a complaint, please contact us via email at customer.support@valleyag.com or by mail using the details provided below:

Valley Agronomics
2114 N. 20th St.
Nampa, Idaho 83687