- These Terms of Use govern Your use of the AgBiz Logic online system (ABL). The Terms of Use form a contract between You and Oregon State University (OSU), and You should read the Terms of Use carefully. These Terms of Use are effective upon registration for users These Terms of Use are effective until terminated.
- By clicking the “Agree” button, You agree to the Terms of Use. You further agree that the Terms of Use form a legally binding contract between You and OSU and that this contract constitutes a writing signed by You under any applicable law or regulation. If You are an organization or governmental agency, You agree this contract will govern the use of ABL by Your officials, officers, agents and employees (Users).
- OSU does not solely operate ABL. A vendor operating any portion of ABL may have its own terms of use and privacy policies, which You will also need to read and accept.
- These Terms of Use constitute the entire agreement between You and OSU and replace all prior and contemporaneous agreements and communications with respect to ABL. You may not use ABL on behalf of different legal entities or function as a service bureau.
- Subject to the terms and conditions of these Terms of Use, You are granted a limited, nontransferable, non-exclusive, world-wide license to use ABL, including any upgrades. You may not distribute or make ABL available over a network where it could be used by multiple devices at the same time. You may not rent, lease, sell, transfer, redistribute, or sublicense ABL. OSU retains all title and intellectual property rights to ABL. OSU may, at its sole discretion, provide maintenance and support of ABL. Unless a separate maintanence and support agreement is provided, in writing and clearly identified as a maintenance and support agreement, by OSU to You, the terms and conditions of these Terms of Use solely govern maintenance and support.
- You may not and You agree not to, or to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of ABL or any services provided by ABL, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).
- It is Your responsibility to ensure compliance with all applicable statutes, rules, and policies related to the use of ABL. You may not use or otherwise export or reexport ABL except as authorized by United States law. It is Your responsibility to correctly enter data and select appropriate parameters and options to meet Your needs. The tools, modules and data provided by ABL are for research and estimation purposes only, and may not reflect or meet Your particular situation and needs. Information provided by ABL should not be solely relied upon for the purpose of making a decision on Your operations. ABL does not constitute tax, legal, or investment advice and You should seek the services of a professional for such advice.
- Reference to any specific commercial products, process, or service by trade name, trademark, manufacturer, or otherwise, does not constitute or imply its endorsement, recommendation, or favoring by OSU. The views and opinions expressed in ABL do not state or reflect those OSU and shall not be used for advertising or product endorsement purposes.
- You acknowledge that ABL may be unavailable due to regularly scheduled maintenance or unexpected system problems. OSU makes no representations or warranties that ABL will work uninterrupted or error free. It is highly recommended that You backup all of Your data.
- You agree to pay the service fees associated with the use of ABL, if applicable, including but not limited to transaction fees and payment card processing fees. ABL current fee rates are located on the OSU website. Fees are subject to change upon thirty days’ prior notice posted on the OSU website. OSU will invoice each month for applicable charges incurred during the previous month. Payment is due upon receipt of invoice.
- You agree to provide true, accurate, and current information at all times in the registration and renewal process, and promptly update Your contact information. If You do not, or if there are reasonable grounds to suspect that You do not, then OSU or a vendor has the right to terminate Your use of any services on ABL, in addition to other remedies. Update contact information through the account manager page on the ABL website found on the toolbar.
- You are responsible for proper use and safekeeping of Your username(s) and password(s). You agree that You will not disclose your username(s) and password(s) and that You are solely responsible for all activities that occur under Your username(s) and password(s). If you suspect unauthorized use of Your username(s) or password(s) please proceed to your account manager page on the ABL website found on the toolbar to update your login information and contact ABL administrator if you think your account or data has been compromised.
- You are required to take all reasonable steps to ensure that Your use of ABL does not delay or harm ABL or OSU.
- You agree to access, use, or share confidential information with others (including employees and third parties), only as permitted by law, rule, or court order, or under contract with the owner of the confidential information. If You access confidential information through ABL, You agree to take all reasonable steps to maintain the confidentiality of the information. You must immediately report to OSU all suspected or actual instances of improper access to or disclosure of confidential information, including mistaken access and inadvertent disclosure. OSU may seek and obtain injunctive relief against improper access to or disclosure of confidential information, in addition to other legal remedies. You understand that improper access to or disclosure of confidential information will give rise to irreparable injury that is inadequately compensable in damages and You agree that this section is necessary for the protection of OSU’s legitimate business interests and is reasonable in scope and content.
- You agree that OSU and its agents may collect and use information based on Your use of ABL to allow OSU to improve, update, support, and invoice ABL use, and OSU and its agents may use Your data in an anonymized, aggregated form for other ABL users, research, and education. OSU may audit Your use of ABL to investigate any possible violation of these Terms of Use.
- OSU reserves the right to modify or discontinue any services provided on ABL and any conditions or terms of use without notice. OSU will make reasonable efforts to try to notify You of substantial changes in the conditions or terms of use. However, You are responsible for checking the OSU website and ABL for updates. OSU encourages You to check on a regular basis. You are responsible for reading and understanding those changes. If You do not agree to the changes, then You must stop using ABL. Your continued use of ABL constitutes acceptance of changes.
- OSU may, under certain circumstances and without notice, immediately terminate Your access to ABL. Cause for such termination includes, but is not limited to: (a) breach of the ABL Terms of Use, including non-payment, (b) requests by government entities, including law enforcement, (c) requests by a vendor, (d) discontinuance of services or modifications of ABL, (e) technical problems or errors, and (f) extended periods of inactivity.
- DISCLAIMER: ALL USE OF ABL IS AT YOUR OWN RISK. You understand and agree that ABL and its website, services, information, and data provided are being provided “as-is” without warranty of any kind, whether express or implied, and that they may be subject to delay, deletion, theft, misuse, errors or omissions. You assume all risks associated with the use of ABL including any risk to Your computer, software or data being damaged by any virus, software, or any other file which might be transmitted or activated via ABL or Your access to ABL. OSU makes no representations or warranties as to the reliability, accuracy, timeliness of ABL, including ABL information collected from third parties. OSU makes no representations or warranties regarding the suitability of Your use of ABL. To the maximum extent permitted by law, OSU disclaims all warranties, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.
- Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, OSU IS NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROPERTY, LOSS OF DATA, LOSS OF PROFITS, COMPROMISED OR IMPAIRED CLAIMS, LOST SAVINGS, LOST FEES, OR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING IN ANY WAY TO THE USE OF ABL, WHETHER BASED ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE OR OTHER TORTS. IN NO EVENT WILL OSU’S TOTAL LIABILITY ARISING FROM OR RELATING TO ABL EXCEED THE LESSER OF THE TOTAL SUM OF FEES PAYABLE TO OSU UNDER THESE ABL TERMS OF USE FOR THE 12 MONTHS PRECEDING THE ACTION GIVING RISE TO THE CLAIM, OR THE LIMITS OF THE OREGON CONSTITUTION, ARTICLE XI, § 7 AND THE OREGON TORT CLAIMS ACT (ORS
30.260 ET SEQ).
- Indemnities: SUBJECT TO CONSTITUTIONAL AND STATUTORY LIMITATIONS AND RESTRICTIONS, YOU SHALL INDEMNIFY AND DEFEND THE STATE OF OREGON, OSU AND ITS OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO YOUR ACTS OR OMISSIONS OR THOSE OF YOUR OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THESE ABL TERMS OF USE.
- The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to these Terms of Use, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Any claim, action, suit or proceeding (collectively, “Proceeding”) between You and OSU arising from or related to Your use of ABL, shall be brought and conducted solely and exclusively within the Circuit Court of the State of Oregon for Benton County; provided, however, if a Proceeding must be brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. YOU HEREBY CONSENT TO THE IN PERSONAM JURISDICTION OF THESE COURTS AND WAIVE ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN INCONVENIENT FORUM. Nothing in these provisions shall be construed as a waiver of OSU’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon. Any rights not expressly granted in the Terms of Use are reserved by OSU.
- Miscellaneous: All rights and obligations under these ABL Terms of Use intended by their nature to survive termination of this agreement, such as confidentiality obligations, survive the termination of this agreement. If a court of competent jurisdiction finds any part of these ABL Terms of Use are unenforceable, then that part of the Terms of Use will be enforced to the maximum extent possible so as to effect the intent of the parties and the validity of the remaining Terms of Use shall not be affected. You and OSU are the only parties to these ABL Terms of Use and are the only parties entitled to enforce its terms; there are no intended beneficiaries of these AgBiz Logic Terms of Use.
BY EXECUTION OF THESE TERMS OF USE, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.
Last modified: December 14, 2017
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