User Agreement

This User Agreement ("Agreement") is between You, the user, together with any company or other business entity You are representing, if any (collectively, “You” and “Your”), and Neucadia, LLC("Neucadia, LLC").

 Neucadia, LLC provides software programs ("Software") that enable You to manage the operational aspects of your business.  Neucadia, LLC may also provide other related services as may be offered from time to time (collectively, "Services"). "Partners" means our advertising and promotional partners, including but not limited to any service providers Neucadia, LLC may contract with for the provision of the Services under this Agreement. This Agreement is effective upon the activation of Your account. Upon Your acceptance of this Agreement and the activation of Your account by Neucadia, LLC, Neucadia, LLC will grant You a limited license to use Software and will provide the Services You elected to receive, subject to the terms and conditions of this Agreement, including those terms and conditions that may be set forth on the Neucadia, LLC website located at http://www.Neucadia.com and affiliated websites ("Neucadia, LLC Sites")  that are incorporated herein by reference and may be accessed through links in this Agreement. By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference. Except as stated below, all amended terms shall automatically be effective thirty (30) days after they are initially posted on the Neucadia, LLC Sites. Notwithstanding anything contained in the foregoing, this Agreement will not bind Neucadia, LLC unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.

1. ELIGIBILITY CRITERIA

The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to minors. By completing the registration process, You represent that You are 18 years old or older. You represent that You are acting in Your professional capacity and not as a consumer. If You are concluding this Agreement on behalf of an entity, You represent that You have all required authority and power to bind the entity to this Agreement. Neucadia, LLC uses many techniques to verify the accuracy of the information You provide when You register on the Neucadia, LLC Site. If for any reason, Neucadia, LLC, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.

2. NEUCADIA, LLC SOFTWARE AND TRADEMARK OWNERSHIP AND LICENSES

2.1 SOFTWARE OWNERSHIP

Software provided by Neucadia, LLC, and all worldwide intellectual property rights therein, are the exclusive property of Neucadia, LLC. All rights in and to the Software not expressly granted to You in this Agreement are reserved by Neucadia, LLC.

2.2 SOFTWARE LICENSE

Subject to the terms and conditions of this Agreement, Neucadia, LLC grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Neucadia, LLC ("Neucadia, LLC Servers") through the Neucadia, LLC Site and/or computer applications that may be downloaded to a device approved by Neucadia, LLC..

2.3 SOFTWARE LICENSE RESTRICTIONS

You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of Neucadia, LLC. Accordingly, except as expressly allowed under Section 2.2, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software (d) transfer Your interest in and to Your Site to any third party or (e) interface the Neucadia, LLC software with any other software that extracts data directly from the Neucadia, LLC software by the use of an API or any other written software code without the express written consent and approval by Neucadia, LLC.  

2.4 NEUCADIA, LLC TRADEMARK OWNERSHIP, LICENSE AND RESTRICTIONS

Subject to the terms and conditions of this Agreement, and upon Your election to use and pay applicable fees (if any) for certain features of the Software, Neucadia, LLC grants to You a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use and reproduce those trademarks provided to You by Neucadia, LLC under this Agreement ("Neucadia, LLC Marks"), solely for use in the display on those locations on Your web site pages as designated by Neucadia, LLC in its sole discretion, and solely in accordance with Neucadia, LLC’s trademark use policy, that is incorporated herein by reference and that Neucadia, LLC may periodically change from time to time. Neucadia, LLC grants no rights in the Neucadia, LLC Marks other than those expressly granted in this Section 2.4. You acknowledge Neucadia, LLC’s exclusive ownership of the Neucadia, LLC Marks. You agree not to take any action inconsistent with such ownership and You agree not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Neucadia, LLC Marks or in such a way as to create combination marks with the Neucadia, LLC Marks. At Neucadia, LLC’s request (in its sole discretion), You will immediately discontinue any use and display of the Neucadia, LLC Marks. You acknowledge and agree that, except with respect to the trademark license granted herein in and to the Neucadia, LLC Marks, no licenses are granted by Neucadia, LLC to any other trademarks, service marks, or trade names owned by Neucadia, LLC, its parent, or affiliates.

2.5 ADDITIONAL FEATURES

Certain additional features that Neucadia, LLC may make available to You may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, Neucadia, LLC may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). You agree that You will not use such Additional Software or Additional Services unless You have agreed to and comply with the applicable terms and conditions, including but not limited to Your payment of additional fees as required. Depending on the available Services You elect to receive, You may be responsible for establishing and maintaining a commercial relationship with a financial institution or money transmitter such as a credit card processor, bank or PayPal. The terms of any such relationship shall be between You and that entity and such terms may be more restrictive or place limits on the operation of Your Site.   You should contact those entities for more information regarding such terms.

3. SERVICES

3.1 SERVICES

Upon activation of Your account and subject to the payment of applicable fees, Neucadia, LLC will provide the Services that You elected, for the operation of the Software licensed to You under this Agreement during the term of this Agreement. Your Software shall be hosted on a Neucadia, LLC Server on which several companies may share the resources and network capacity of that Neucadia, LLC Server.

3.2 NEUCADIA, LLC ADDITIONAL SERVICES

At Your request and subject to Your agreement to applicable terms and conditions and the payment of applicable fees, Neucadia, LLC Additional Services may include other related or compatible services. If You decide to subscribe to such additional services, You will have to read and accept the specific terms and conditions applicable to such additional services offered directly by Neucadia, LLC.

3.3 CHANGES IN SERVICES

Neucadia, LLC reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to You. You agree to receive administrative communications from Neucadia, LLC in regards to the Software, Services, Your account, policy changes, and system updates.

4. COVENANTS

4.1 COVENANTS BY YOU

You covenant that any products, services and Your related activities that You incorporate in the Neucadia, LLC software shall not violate the Neucadia, LLC acceptable use policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:

1. be false, inaccurate or misleading;
2. be fraudulent or involve the sale of counterfeit or stolen items;
3. infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Neucadia, LLC may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers;
4. violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
5. be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
6. be obscene or contain child pornography;
7. contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
8. involve the transmission of any unsolicited commercial or bulk email (known as "spamming"). You shall not use Your account  as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
9. involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
10. be harmful or potentially harmful to the Neucadia, LLC Server structure as determined at Neucadia, LLC' sole discretion, including without limitation overloading the Neucadia, LLC technical infrastructure;
11. involve subleasing Your account or offering access to Your account to third parties except, as specifically approved in writing, Neucadia, LLC may allow limited use of the AgraScout.com system by specific third parties.  However, You remain liable, under terms of this agreement, for third party use of AgraScout.com;
12. create liability for Neucadia, LLC and its subcontractors or expose them to undue risk. You will not engage in activities that Neucadia, LLC, at its sole discretion, determines to be harmful to Neucadia, LLC' affiliates, operations, reputation, or goodwill ; or           
13. link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate Neucadia, LLC's prohibited and restricted items policy that is incorporated herein by reference and may be amended from time to time.  

4.2 BREACH OF COVENANT

Your failure to comply with the covenants set forth in Section 4.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 11 of this Agreement.

5. FEES, TAXES, & AUDIT RIGHTS

5.1 FEES

You shall pay the fees set forth for the Software license and Services purchased by You in accordance with Neucadia, LLC's Fee Policy that is incorporated into this Agreement by reference. Neucadia, LLC may change its Fee Policy and the fees for its Services from time to time. Neucadia, LLC's changes to the policy are effective after Neucadia, LLC provides You with at least fourteen (14) days' notice of the changes by posting the changes on the Neucadia, LLC Site. Unless otherwise stated, all fees are quoted in U.S. Dollars.

5.2 PAYMENT TERMS

Neucadia, LLC will invoice You and You agree to pay for (i) non-refundable monthly, annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to You by or on behalf of Neucadia, LLC in the following month.  Neucadia, LLC will debit all fees payable by You to Neucadia, LLC directly from the credit card, Authorize.net, PayPal or ACH account designated by You when You register for Your Neucadia, LLC account to receive a license to the Software and to receive the Services from Neucadia, LLC and thereafter in accordance with the Fees Policy. The terms applicable to the payment method shall be between You and the credit card company, Authorize.net, PayPal or ACH Account. When You choose either Authorize.net, PayPal or an ACH Account as Your payment method on file, You agree to make automatic payments of Your fees to Neucadia, LLC. You will be asked to convey to Authorize.net, PayPal or Your ACH Account (in an on-line billing agreement with either Authorize.net, PayPal or ACH Account) that You authorize Neucadia, LLC to charge the available funding source in either Your Autorize.net, PayPal or ACH Account for future payments of these Fees. Without limiting Neucadia, LLC's other remedies, any amount that is not retrievable from Your designated account when due will accrue a late fee at one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. If we suspend a portion of Your Service due to a violation by You of any laws, regulations, or policies, You will remain responsible for the payment of all applicable fees.

5.3 VISA/MASTERCARD REQUIREMENTS AND REGULATIONS

Visa/MasterCard regulations require all e-commerce sites to include refund/exchange/cancellation policies, business contact information and secure checkout page.  

Neucadia, LLC refund/exchange/cancellation policies are as follows:

Annual Fees Refund/Exchange/Cancellation Policy – The Neucadia, LLC annual fees paid one (1) month in advance of services is a non-refundable, non-exchangeable, non-cancellable subscription fee.  The Neucadia, LLC Annual fees are payable in accordance with paragraph 5.2 of this agreement five calendar days before the beginning of the following service year.  For example, Neucadia, LLC will initiate an automatic payment on either your Authorize.net, PayPal or ACH Account on September 26 for services that will begin on 12:00 am on October 1 and end at 11:59 pm on September 30 the following year.

Monthly Transaction Fee Refund/Exchange/Cancellation Policy – The Neucadia, LLC monthly transaction fee is a non-refundable, non-exchangeable, non-cancellable fee.  The Neucadia, LLC monthly transaction fee is paid within 3 days following the month in which the transaction fee is incurred.  The Neucadia, LLC monthly transaction fee is payable in accordance with paragraph 5.2 of this agreement 3 calendar days following the end of the previous service month.  For example, Neucadia, LLC will initiate an automatic payment on either your Authorize.net, PayPal or ACH Account between 12:00 am November 1 and 11:59 pm November  3 for services that were incurred beginning at 12:00 am on October 1 and ending at 11:59 pm on October 31.

Neucadia, LLC Cancellation Policy - Your Neucadia, LLC account can be terminated at any time prior to our initiating an automatic payment on your account by notifying us in writing of your intentions to cancel your Neucadia, LLC account. For example, your account will be terminated if we are notified in writing that you desire to cancel your account and we receive your written notification in our office prior to 12:00 am September 26 for the service month beginning 12:00 am October 1.  

Neucadia, LLC business contact information is as follows:

Neucadia, LLC

P.O Box 69091

Tucson, AZ  85737  USA

520-229-0997

info@agrascout.com

Neucadia, LLC Secure Checkout Page:

Neucadia, LLC uses the secure merchant services of either Authorize.net or PayPal for our customers to pay for all transactions.  Your transactions with us are securely encrypted by either Authorize.net or PayPal allowing your credit card information to remain secure and protected with regard to transactions with Neucadia, LLC.  If You utilize the services of an ACH Account, Your transaction is solely protected by the financial institution You appoint to provide ACH Account services.  Neucadia, LLC is not responsible to You for any fraudulent or other activity that may occur as the result of using Authorize.net, PayPal or ACH Account. 

5.4 TAXES

All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on Neucadia, LLC' income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement or from the access to or receipt of the Software license or receipt of the Services hereunder.

6. DISCLAIMER OF WARRANTIES

NEUCADIA, LLC, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, ADDITIONAL SOFTWARE, AND SERVICES, ON AN "AS IS" BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. NEUCADIA, LLC, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, ADDITIONAL SOFTWARE, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 6 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL NEUCADIA, LLC, ITS SUPPLIERS, ADVERTISING AND PROMOTIONAL PARTNERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE ADDITIONAL SOFTWARE, THE SERVICES OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE.  NEUCADIA, LLC’s, ITS SUPPLIERS', ADVERTISING AND PROMOTIONAL PARTNERS’, AND SERVICE PROVIDERS', CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO NEUCADIA, LLC FOR (I) THE SOFTWARE LICENSE AND (II) THE SERVICES IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ACTION GIVING RISE TO THE LIABILITY FIRST AROSE, AND (B) ONE HUNDRED U.S. DOLLARS (U.S. $100). Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion of incidental or consequential damages may not apply to You.

8. INDEMNITY

You agree to indemnify and hold Neucadia, LLC, its suppliers, Partners, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from: (a) any breach of the covenants in Section 4.1 of this Agreement, (b) any information, recommendations, data and/or other Content provided by You or generated by users of Your Site, (c) any claims arising from the sale or license of goods or services in Your Site, or (d) any breach of this Agreement or the documents it incorporates by reference. Neucadia, LLC', its suppliers', and its Partners’ indemnity rights shall not be limited or offset by any contributory negligence by Neucadia, LLC. Our Partners shall be deemed third party beneficiaries of the above Partner indemnity.

9. CUSTOMER DATA, YOUR DATA & PRIVACY POLICY

As between Neucadia, LLC and You, You shall own all data disclosed by or collected about (a) an individual or entity and (b) You ("Your Data"). Neucadia, LLC does not sell or rent Your Data to third parties for marketing purposes without Your explicit consent and Neucadia, LLC only uses and disclose Your Data as described in the Neucadia, LLC Privacy Information, that is incorporated herein by reference and as it may be amended from time to time. Neucadia, LLC shall collect and process Customer Data and Your Data on computers located in the United States that are protected by physical as well as technological security devices. If You object to Customer Data or Your Data being collected, sited or processed in this way, please do not use the Software or Services.

You shall maintain all Customer Data that is collected by or disclosed to You in trust and confidence and use and disclose such information solely in accordance with Your privacy policy.

You are responsible for keeping Your password(s) in a secure place and for maintaining the confidentiality of Your password(s). You agree not to disclose Your password(s) to any third party. You are solely responsible for any and all use made of Your password(s) and/or Your account(s).  You are solely responsible for controlling and monitoring Your account(s) access by issuing and cancelling password(s).  You agree to immediately notify Neucadia, LLC if You suspect any unauthorized use of Your account(s) or access to Your password(s).  You agree to hold Neucadia, LLC harmless for any authorized or unauthorized use of Your password(s) and/or Your account(s).

10. BREACH

Without limiting other remedies, Neucadia, LLC may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Your account,  in whole or in part, and refuse to provide some or all of the Software functionality or Services to You if: (a) You fail to pay any fees in accordance with Section 5 of this Agreement and the Price Policy; (b) You breach the covenants in Section 4.1 of this Agreement; (c) You breach this Agreement or the documents it incorporates by reference in any other manner; (d) Neucadia, LLC is unable to verify or authenticate any information You provide to Neucadia, LLC; or (e) Neucadia, LLC believes that Your actions may cause financial loss or legal liability for You, Your Site customers, or Neucadia, LLC.

11. SUSPENSION AND TERMINATION

11.1 SUSPENSION

At the discretion of Neucadia, LLC and for any reason set forth in Section 11 of this Agreement, Neucadia, LLC may suspend Your account by deactivating any access by You to any information contained on the Neucadia, LLC Servers related to Your account while maintaining the information and data related to Your account upon the Neucadia, LLC Servers. Suspension shall specifically include the disabling of information or data related to Your account. In the event of any such suspension You will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 11.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.

11.2 TERMINATION

This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by Neucadia, LLC (a) immediately as provided in this Agreement, (b) after a period of suspension as set forth in Section 11.1 of this Agreement, or (c) without cause upon thirty (30) days written notice for any reason. You may terminate this Agreement upon twenty-four hours notice by telephoning Neucadia, LLC's designated customer support center. Your termination request may be recorded by Neucadia, LLC and will require Your user name and password and verification code.

11.3 RIGHTS UPON TERMINATION

In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You except as set forth in the Price Policy and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of Neucadia, LLC to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.

12. GENERAL

12.1 GOVERNING LAW

This Agreement shall be governed in all respects by the laws of the State of Michigan without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction.

12.2 LEGAL COMPLIANCE

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Software, the Services, Your Content, and Your listing and sale of products and services on Your Site.

12.3 NO AGENCY

You and Neucadia, LLC are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

12.4 FORCE MAJEURE

Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.

12.5 DISPUTES

In the event a dispute arises between You and Neucadia, LLC, Neucadia, LLC’s goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and Neucadia, LLC agree that any claim or controversy at law or equity that arises out of or related to this Agreement, the use of or related to the use of the Software, or related to the use of the Services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, Neucadia, LLC strongly encourages You to first contact Neucadia, LLC directly as provided in Section 12.6 to seek a resolution and Neucadia, LLC will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

1. Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, You or Neucadia, LLC may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association ("AAA") or the Judicial Arbitration and Mediation Service ("JAMS") in accordance with their applicable rules, or any other established Alternative Dispute Resolution provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
2. Court. Alternatively, You and Neucadia, LLC agree to submit Your claim or case to the jurisdiction of the courts located within the county of Montcalm, Michigan.
3. Alternative Dispute Resolution. Alternatively, Neucadia, LLC will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Montcalm County, Michigan or another location mutually agreed upon by the parties. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section 12.5 by the first party to file a Claim. Should either party file an action contrary to this Section, the other party may recover attorneys' fees and costs up to $1,000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

12.6 NOTICES

Except as explicitly stated otherwise, any notices shall be given by postal mail to Neucadia, LLC, 2260 E. Buck Ridge Pl, Oro Valley, AZ 85737 (in the case of Neucadia, LLC) or to the email address You provide to Neucadia, LLC during the registration process (in Your case). Notice shall be deemed given twenty four (24) hours after email is sent. Alternatively, Neucadia, LLC may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to Neucadia, LLC during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

12.7 CONFIDENTIALITY

"Confidential Information" means any information disclosed to You by Neucadia, LLC, either directly or indirectly, in writing, orally, by inspection of tangible objects or by data feed or other electronic means, other than information that You can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Neucadia, LLC; (ii) becomes publicly known and made generally available after disclosure to You by Neucadia, LLC other than through action or inaction; (iii) is in Your possession, without confidentiality restrictions, at the time of disclosure by You as shown by files and records immediately prior to the time of disclosure; or (iv) consists solely of aggregated data which is not "Confidential Information" under this Agreement, provided that the aggregated data is presented in a manner that makes it impossible to identify the party or parties to whom the data relates. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information You receive from Neucadia, LLC; (b) use any Confidential Information received from Neucadia, LLC; or (c) reproduce or otherwise copy any Confidential Information received from Neucadia, LLC, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain the personal property of Neucadia, LLC and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Neucadia, LLC immediately upon Neucadia LLC's request.

12.8 ASSIGNMENT

You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by Neucadia, LLC, in Neucadia, LLC's sole discretion.

12.9 SEVERABILITY, WAIVER

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In such case, Parties will include one or more new provisions in the Agreement, which enables them, if possible, to reach the same or a similar result as envisaged by the stricken provision.  Neucadia, LLC's failure to act with respect to a breach by You or others does not waive Neucadia, LLC's right to act later on with respect to the breach or with respect to subsequent or similar breaches.

12.10 CONSTRUCTION

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term "including" means "including without limitation," unless expressly stated to the contrary.

12.11 SURVIVAL

Sections 2.4 (Ownership), 5.1 (Fees) with respect to any outstanding fees owed for the Services, 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Indemnity), 9 (Customer Data, Your Data, & Privacy Policy), 11.3 (Rights Upon Termination), and 12 (General) shall survive any termination or expiration of this Agreement.

12.12 DISCLOSURES

The services hereunder are offered by Neucadia, LLC Inc., located at 2260 E. Buck Ridge Pl., Oro Valley, AZ 85737.

12.13 ENTIRE AGREEMENT

This Agreement (and any terms and conditions incorporated by reference herein) sets forth the entire understanding and agreement between You and Neucadia, LLC with respect to the subject matter hereof. In the event of any conflict between or among the main Agreement and the terms and conditions incorporated by reference herein, the main Agreement (Sections 1 to 12 set out above) will prevail.

12.14 THIRD PARTY BENEFICIARIES

Our Partners are explicitly designated as third-party beneficiaries to this Agreement but only in relation to rights they wish to rely upon or enforce against YOU. Under no circumstances may the Partners rely upon or enforce any term of this Agreement against Neucadia, LLC. Vis-à-vis YOU, our Partners benefit from the same rights and protections as Neucadia, LLC under this Agreement.

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Privacy Policy

This Privacy Policy describes the types of information Neucadia, LLC ("we" or "us") collects and how we use that information.

OVERVIEW.

This Privacy Policy is incorporated into and subject to the terms of the Neucadia, LLC  User Agreement. By accepting the Neucadia, LLC User Agreement and this Privacy Policy when registering to receive services from Neucadia, LLC ("Neucadia, LLC Services"), You expressly consent to our use and disclosure of Your personal information in the manner described in this Privacy Policy. Furthermore, if You do not agree to the terms of this Privacy Policy, please do not use Neucadia, LLC Services and do not access the AgraScout website located at www.AgraScout.com ("Neucadia, LLC Site").

This policy is effective August 1, 2012. If You have questions regarding this Privacy Policy, You may contact us at info@agrascout.com.

INFORMATION WE COLLECT.

We collect, save and process Your personal information on servers located in the United States. If You choose to use Neucadia, LLC Services, we may require You to provide contact and identity information, billing information, and other personal information as indicated on the Neucadia, LLC Site. Once You register on the Neucadia, LLC Site, You are no longer anonymous to us.

We collect the following information:

• Email address, physical contact information, and (depending on the service used) financial information;
• Computer sign-on data, statistics on page views, traffic to and from Neucadia, LLC Site and ad data (all through cookies - You can take steps to disable cookies on Your browser, however this is likely to affect Your ability to use the Neucadia, LLC Site);
• Discussion board posts and other messages, including correspondence between Neucadia, LLC and You; and
• General information regarding the Neucadia, LLC Services You have registered to receive.

OUR USE OF YOUR INFORMATION.

We use Your personal information to:

• resolve disputes, calculate and collect fees, and troubleshoot problems;
• verify users' identity and the information users provide;
• encourage safe online experience and enforce our policies;
• customize users' experience, analyze site usage, improve and measure interest in our services, and inform users about services and updates;
• communicate administrative announcements when we need to provide users with information that may affect their use of Neucadia, LLC Services and products;
• communicate marketing and promotional offers to our users;
• provide customer service; and
• perform other business activities as described when we collect the information.

During the course of the business, we may use Your personal information to deliver to You information that is targeted to Your interests. Upon receipt of the first communication of this type, You will have the opportunity to opt-out of future communications by clicking on unsubscribe link or by following unsubscribe instructions described within the communication. From time to time, we may implement solutions designed to more efficiently capture Your communications preferences. In any such event, we will strive to reflect any previously stated communicated preferences within such solutions.

As part of your registration for Neucadia, LLC Services on the Neucadia, LLC Site, You agree that You may receive certain administrative communications from Neucadia, LLC, such as administrative announcements and customer service messages regarding Neucadia, LLC Services and products, and You will not be able to opt out of receiving such administrative communications.

OUR DISCLOSURE OF YOUR INFORMATION.

We do not sell or rent Your personal information to third parties for their marketing purposes. We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that a listing or other content violates other's rights, or protect anyone's rights, property, or safety. We may also share personal information with:

• corporate affiliates to help coordinate the services we provide to You, enforce our terms and conditions, and promote trust and safety;
• service providers who help with our business operations and assist in the delivery of Neucadia, LLC Services to our users. These service providers are under confidentiality agreements with us;
• law enforcement or other government officials in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, violations of the User Agreement, or as otherwise required by law; and
• If we or our corporate affiliates are involved in a merger or acquisition, we may share personal information with another company, but this Privacy Policy will continue to apply unless it is amended as described in "Notification of Changes" section set forth below.

ACCESSING, REVIEWING AND CHANGING YOUR PERSONAL INFORMATION.

If you are registered to receive Neucadia Services, You can access, review and modify Your personal information at any time by logging into your Profile page on the Neucadia, LLC Site.

If You post messages using Neucadia, LLC community discussion boards or other message areas that may be made available on the Neucadia, LLC Site, it will not later be possible to edit or delete those messages.

You may contact us at info@agrascout.com to review any personal information We retain about You that is not available on the Neucadia, LLC Site. There may be a charge associated with such requests but these will not exceed amounts permitted by law.

We delete personal information when we no longer need it for the purposes we described earlier. We retain personal information as permitted by law to resolve disputes, enforce our policies, and help prevent bad guys from coming back.

AGGREGATION OF INFORMATION

We have the right to strip all personal information from certain data collected by you and aggregate such information in various formats, such as geographic information, crop information, and product information.  Such formats do not permit the specific identification of You or Your customers.   We have the right to review and publish this information in any format for whatever purpose we determine.  We retain the right to sell or rent this information to third parties without any prior notice or any objection on Your part.            

SECURITY.

To prevent unauthorized access, promote data security, and encourage appropriate use of information, we use a variety of tools (encryption technologies, passwords, physical and electronic security, procedural safeguards) to assist in the protection of Your information. However, "perfect security" does not exist on the Internet, so we make no guarantees.

NOTIFICATION OF CHANGES.

We may amend this Privacy Policy at any time by posting the amended terms on the Neucadia, LLC Site. In the event of amendment, all terms shall become effective 30 days after they are initially posted to the Neucadia, LLC Site. Your continued use of Neucadia, LLC Services, systems, and network will constitute your acceptance of any changes or additions to this Privacy Policy.

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Fee Policy

Neucadia, LLC maintains this Fee Policy to provide customers and users ("You" or "Your") of its services, systems and network (the "Services") with detailed information relating to the pricing and payment of services made available via our site at www.AgraScout.com (the "Neucadia, LLC Website").  Neucadia, LLC may amend this Fees Policy at any time by posting the amended policy on the Neucadia, LLC Website. Changes to this Policy are effective after we provide you with at least fourteen days' notice as stated in the User Agreement. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the sites. Your continued use of Neucadia, LLC Services will constitute Your acceptance of any changes or additions to this Fees Policy.

PRICING

The pricing applicable to You varies by Service Level.

The total cost (the "Total Fee") that may be billed by Neucadia, LLC is the sum of

(1) Annual AgraScout.com per location system access fee with a maximum of 16 users per location.

(2) Any specialty Neucadia, LLC Services You choose such as assistance with importing shape files.  Such fees will be determined on a case-by-case basis.

The  annual fee charged for unlimited use of the AgraScout system per customer location for a maximum of 16 users is $2,500.  

All Fees may be either invoiced to you or automatically charged against Your credit card deposit or other ACH Account credit service on file with Neucadia, LLC as described in the section "Authorization to Withdraw Payment" below. For information on fees for specialty Neucadia, LLC Services, please see the section "Neucadia, LLC Services" below. Neucadia, LLC will provide You with a fee statement via email on the day your credit card or ACH account is charged in order to advise You of the amounts charged. Refusal to pay or rejection of any such fees is grounds for immediate account suspension and/or Termination.

•  Annual AgraScout.com per location system access fee with a maximum of 16 users per location  is either invoiced to you or billed to your credit card or ACH Account on file with Neucadia, LLC.  This fee is automatically billed on the annual anniversary day of your service with Neucadia, LLC and is non-refundable unless we receive notice from you  of your intent to cancel prior to your anniversary date.
• Specialty Services Fee, if applicable is either invoiced or billed to your credit card or ACH Account on file with Neucadia, LLC.  This fee is billed in arrears for the month immediately preceding the invoice date for the total of hours worked by Neucadia, LLC in that month on your account multiplied by our rate existing at the time of service.

PAYPAL AND OTHER PAYMENT SERVICES

In addition to the above Total Fees, please be advised that additional fees may be applicable to the payment methods You select for use in making payments (i.e. PayPal, credit card, or bank).  Such fees are assessed by Your bank and/or payment transmitter pursuant to Your separate commercial relationship.

AUTHORIZATION TO WITHDRAW PAYMENT

You authorize Neucadia, LLC to charge an initial deposit upon registration to use the system.  You also agree that the  Annual AgraScout.com per location system access fee with a maximum of 16 users per location, is non-refundable.  In providing credit card or ACH Account billing information, You authorize Neucadia, LLC to process all fees incurred in connection with Your use of the AgraScout site. Further, You expressly authorize Neucadia, LLC to charge Your credit card or ACH Account for monthly and other recurring portions of Your Total Fees. You agree that Neucadia, LLC will not be required to obtain additional authorization from You for these recurring pre-approved payments.  You agree to maintain current valid existing credit card and /or ACH Account information with Neucadia, LLC for the purpose of satisfying the fees due to Neucadia, LLC as they become due and payable.

TAXES

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the AgraScout applications.  You are also responsible for paying all taxes, duties, or other fees applicable to use of the AgraScout applications.

A NOTE ABOUT NEUCADIA, LLC FEES

In the event you are suspended from using the AgraScout application for any reason, any amounts due on Your account will immediately become due and payable.  Neucadia, LLC reserves the right to charge any amounts You have not previously disputed to the billing method that You are using.

You do not purchase exclusive rights to web pages on Neucadia, LLC and its email services. Neucadia, LLC may, in its sole discretion, and without Your consent or payment to You, place third-party advertisements on any Web page or email communication within its Service offering.

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Trademark Policy

Neucadia, LLC maintains this Trademarks Use Policy ("TM Policy") to provide customers ("You" or "Your") with terms and conditions relating to the use of the Neucadia, LLC and or AgraScout.com Logo (defined below).

Neucadia, LLC may amend this TM Policy at any time by posting the amended policy on the Neucadia, LLC Website. All amended terms shall automatically be effective 30 days after they are initially posted on the Neucadia, LLC Website. Your continued use of Neucadia, LLC and or AgraScout.com Logo will constitute Your acceptance of any changes or additions to this TM Policy.

SCOPE AND APPLICATION OF POLICY

You agree to the following terms and conditions in order to use the Neucadia, LLC and or AgraScout.com logo made available for display (the "Neucadia, LLC Logos").

LICENSE TO USE NEUCADIA, LLC AND OR AGRASCOUT.COM LOGO

1.1 Neucadia, LLC hereby grants to You a nonexclusive, non-assignable, non-sublicenseable, royalty-free license to display the Neucadia, LLC Logos selected above only on a URL applicable to Your web site using the Neucadia, LLC Services. Your use of the Neucadia, LLC Logos shall be limited solely for display on Your web site homepage and shall link solely to the Neucadia, LLC home page.

RESTRICTIONS ON USE

2.1 You may use the Neucadia, LLC Logos only as an active hypertext link to either (as applicable) the Neucadia, LLC or AgraScout.com home page from Your web sites homepage. The Neucadia, LLC Logos may not link or be redirected to any other page. You may not frame either the Neucadia, LLC or AgraScout.com home page, cause the link to create a new browser window (unless such window occupies 100% of the user's screen and appears above all other browser windows), or otherwise cause to display the Neucadia, LLC or AgraScout.com home page in a distorted fashion.

2.2 You may display the Neucadia, LLC Logos only in the form and at the size provide to You by Neucadia, LLC. You may not modify or alter the Neucadia, LLC Logos in any way, including size, proportions, colors, elements, type or in any other respect. You may not animate, morph or otherwise distort the Neucadia, LLC Logos' perspective or dimensional appearance, nor may You use screen shots of Your Site to the extent that the Neucadia, LLC Logos appear in the screen shot in any other medium. If Neucadia, LLC provides You with a substitute version of the Neucadia, LLC Logos, You shall replace the Neucadia, LLC Logos as soon as reasonably possible.

2.3 The Neucadia, LLC Logos shall be surrounded by a reasonable amount of empty space, and You may not use the Neucadia, LLC Logos in conjunction with other logos or marks in a way that would create a combination mark. You may not use the Neucadia, LLC Logos in a way that suggests that Neucadia, LLC endorses or sponsors You or Your web site.

2.4 You may not use the Neucadia, LLC Logos in any way that tarnishes, blurs or dilutes the quality of the Neucadia, LLC trademarks or any associated goodwill. Without limiting the foregoing, You shall not display the Neucadia, LLC Logos on any pages that contain content that violates the Acceptable Use Policy, the Prohibited and Restricted Items Policy or the User Agreement.

2.5 You acknowledge Neucadia, LLC's sole and exclusive ownership of the Neucadia, LLC Logos, and You shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo or trademark confusingly similar to the Neucadia, LLC Logos. All use of or goodwill associated with the Neucadia, LLC Logos shall accrue to the benefit of Neucadia, LLC. You may not use the Neucadia, LLC Logos in any manner not expressly authorized under this TM Policy or the User Agreement.

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Digital Millennium Copyright Act

DIGITAL MILLENIUM COPYRIGHT ACT REGISTERED AGENT

Pursuant to § 201.38 of the Interim Regulation, Neucadia, LLC's registered agent is as follows:

Legal name and address:
Neucadia, LLC  
P.O. Box 69091

Tucson, AZ 85737 

Names doing business under: Neucadia, LLC

DESIGNATED AGENT: ATTN: NEUCADIA, LLC IP INFRINGEMENT PROGRAM

Address of Agent: 
Neucadia, LLC
P.O. Box 69091

Tucson, AZ 85737 

Telephone: (520) 229-0997 
Fax: (520) 229-3649

         
Email for notice: info@agrascout.com

This information is provided to help owners of intellectual property report potentially infringing items under the notice requirements of the Digital Millennium Copyright Act. If you are a Content Owner, please go to the Digital Millenium Copyright Act, Protecting Intellectual Property for details about reporting an allegedly infringing item.

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