Terms and Conditions
Welcome to the AgCall Associate Portal. Please read these terms and conditions (this
“Agreement”) carefully as they govern your access and use of the Website.
Please note that your use of the Website constitutes your agreement to follow and
be bound by the terms of this Agreement. If you do not agree to this Agreement,
please do not use this Website. AgCall may amend this Agreement at any time, at
their sole discretion, by posting an amended Agreement on the Website. Any amendment
that AgCall makes to this Agreement will be effective immediately upon posting.
You are deemed to have agreed to any amendment by virtue of your continued use of
the Website. If you object to any such amendment, your recourse is to cease using
- Secrecy and confidentiality. In order to perform the Services,
you may from time to time have access to Confidential Information. You agree that
- hold all Confidential Information in strictest confidence;
- use Confidential Information solely for the purpose of performing the Services;
- not disclose any Confidential Information to anyone except for those of AgCall’s
Project Managers and Project Coordinators as may be required in order to enable
you to perform the Services;
- return to AgCall all Confidential Information once it is no longer required for
the purpose of performing the Services (or destroy such Confidential Information
if so instructed by AgCall). You shall refer to AgCall any requests for access to,
amendment of or deletion of Confidential Information and any complaints by third
parties regarding the handling of Confidential Information; and
- not decompile, reverse engineer, disassemble, modify, encode or encrypt the Confidential
Information of AgCall’s client including without limitation, AgCall Telemanager
Further, you as an independent contractor to AgCall, agree that you will not undertake
any express or implied obligation to a third party which in any way conflicts with
any of your obligations to AgCall and/or the company for which you are representing
during the term of this agreement.
- Intellectual Property. You agree that all data files, information,
and data collected is the exclusive property of AgCall’s client or AgCall, and expressly
waive any and all moral rights over this data and information.
- Ownership. The Website and all of its content is the property of
AgCall. Except as expressly provided herein, nothing shall confer on you any license
of or right to use any such mark or of any other intellectual property right of
- Limited License and Restrictions. You may not use the Website if
you live in a jurisdiction where access to or use of the Website may be illegal
or prohibited by applicable law. You agree that the material and content contained
on the Website is made available to you for your lawful and personal use and that
you may only download such material and content for the purpose of viewing the Website
from a single personal computer. You agree that any other use of the material and
content of the Website is strictly prohibited and you agree that it is strictly
prohibited and is a violation of AgCall property rights to copy, reproduce, transmit,
modify, publish, display, distribute, commercially exploit or create derivative
works of material and/or content from the Website, or to assist or facilitate any
third party to do the foregoing, without written permission.
- Termination. AgCall shall be entitled to terminate your permission
to use the Website and/or shall be entitled to terminate the operation of the Website
at any time, without notice.
- Your Conduct. You warrant and undertake that in your use of the
Website you shall:
- use the Website only for lawful purposes, and in a manner which does not infringe
the rights of, or restrict or inhibit the use of the Website by, any third party;
- not engage in any conduct which is unlawful, or which may harass or cause distress
or inconvenience to any person;
- not transmit or distribute any material or information which contravenes any applicable
law or any person's legal rights; and
- use current virus monitoring software when using the Website.
- DISCLAIMER. THE WEBSITE AND ITS CONTENTS (INCLUDING WITHOUT LIMITATION
THE TOOLS) ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT REPRESENTATION, TERM,
CONDITION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND WHETHER IMPLIED
BY LAW, CUSTOM OR OTHERWISE) IN RESPECT OF THE WEBSITE AND/OR ITS CONTENTS. AGCALL
AND THEIR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND THEIR RESPECTIVE
AGENTS DISCLAIM ALL REPRESENTATIONS, TERMS, CONDITIONS AND WARRANTIES INCLUDING
BUT NOT LIMITED TO, THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS
WILL BE CORRECTED, THAT THE WEBSITE OR SERVER THAT MAKES IT AVAILABLE WILL BE FREE
OF VIRUSES, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR
PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TO THE FULLEST
EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
- EXCLUSION OF LIABILITY. NEITHER AGCALL NOR ANY OF AFFILIATES, LICENSORS,
SUPPLIERS, ADVERTISERS OR SPONSORS, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES
ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR ITS USE OR THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUES, BUSINESS OPPORTUNITY, SAVINGS,
INCOME, PROFITS, USE, WAGES, MATERIAL, CAPITAL, PRODUCTION, REPUTATION OR GOODWILL
OR PAYMENT SETTLEMENT LIABILITY, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER
ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER
THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING
(INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY AGCALL
OR ANY PERSON FOR WHOM AGCALL IS RESPONSIBLE EVEN IF AGCALL HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED. YOUR SOLE REMEDY FOR DISSATISFACTION
WITH THE WEBSITE IS TO STOP USING THE WEBSITE. Some jurisdictions do not allow the
exclusion or limitation of incidental or consequential damages, so the above limitation
or exclusion may not apply to you.
- EXCLUSIVE REMEDY. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO AGCALL
FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY OR ANY OTHER THEORY OF LAW OR EQUITY, REGARDLESS OF ANY NEGLIGENCE OR
OTHER FAULT OR WRONGDOING (INCLUDING, WITHOUT LIMITATION, GROSS NEGLIGENCE AND FUNDAMENTAL
BREACH), ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THIS AGREEMENT
SHALL BE $100.
- Linking, Framing and Data Mining. AgCall makes no representations
whatsoever about any other websites which you may access through the Website or
which may link to the Website. Links to the Website without the express written
permission of AgCall are strictly prohibited. When you access any other website
you understand that it is independent from AgCall and that AgCall has no control
over the content or availability of that website. In addition, a link to any other
website does not mean that AgCall endorses or accepts any responsibility for the
content, or the use of, such website and shall not be liable for any loss, damage
or offence caused or alleged to be caused by or in connection with use of or reliance
on any content, goods or services available on or through any other website or resource.
The framing, mirroring, scraping or data-mining of the Website or any of its content
in any form and by any means is strictly prohibited.
- Submissions. While AgCall welcomes your comments and feedback regarding
the Website, AgCall does not wish to receive any confidential or proprietary ideas,
suggestions, materials, or information. Please note that all of your comments, feedback,
ideas, suggestions, and other submissions that are disclosed or submitted to AgCall
shall become and remain the property of AgCall. To the extent that ownership of
such submissions does not vest with AgCall, you grant AgCall a worldwide, non-exclusive,
fully paid-up, royalty-free, perpetual, irrevocable right to exploit, in any way,
commercially or otherwise, such submissions, with the right to sublicense. Any disclosure
or submission by you is a declaration of the full release of all proprietary claims
and/or intellectual rights regarding your submission.
- Indemnification. You agree to indemnify, defend, and hold harmless
AgCall, their, officers, directors, employees, agents, affiliates, licensors and
suppliers from and against all losses, expenses, damages and costs, including reasonable
legal fees, resulting from (a) any violation of these terms and conditions, (b)
any allegation that any information or material submitted by you to AgCall violates
any intellectual property, proprietary, contract, or other right of any third party,
or (c) any activity related to your account (including negligent or wrongful conduct)
by you or any other person accessing the Website using your account.
- Login Credentials. Parts of the Website may only be accessible
to users who have been issued a login name and password (collectively "Credentials")
by AgCall. For the purposes of accessing the Website, the Credentials remain the
property of AgCall and may be cancelled or suspended at any time by AgCall in their
discretion without any notice or liability to you or any other person. AgCall is
not under any obligation to verify the actual identity or authority of any person
using Credentials to access and use the Website. AgCall may act upon any communication
that is given with the use of Credentials. If you have been issued Credentials:
(i) you are fully responsible and liable for the security of the Credentials and
any and all use and misuse of the Credentials; (ii) you will keep the Credentials
secure and confidential at all times and not disclose the Credentials to any other
person or permit any other person to use the Credentials; and (iii) you will immediately
notify AgCall if you know or suspect that any Credentials have been lost or stolen
or become known to or used by any other person.
- Entire Agreement. This Agreement, which shall be deemed to include
on the Website from time to time, shall constitute the entire agreement of the parties
in relation to the use of the Website, and this Agreement supersedes any other agreements
between the parties in this matter. All other terms, conditions, warranties or other
stipulations concerning the Website whether express or implied by common law or
under statute are excluded to the fullest extent permitted by law.
- Severability. If any of term or condition of this Agreement should
be determined to be illegal, invalid or otherwise unenforceable, then to the extent
such term or condition is illegal, invalid or unenforceable, it shall be severed
and deleted from this Agreement and the remaining Agreement shall survive, remain
in full force and effect and continue to be binding and enforceable.
- Amendments and Waivers. No amendment or waiver of any provision
of this Agreement shall be binding on AgCall unless consented to in writing by AgCall.
No waiver of any provision of this Agreement by AgCall shall constitute a waiver
of any other provision, nor shall any waiver constitute a continuing waiver unless
otherwise provided. AgCall shall be entitled to amend this Agreement in accordance
with the first paragraph of this Agreement.
- Force Majeure. AgCall shall not be liable for any breach of this
Agreement by it, or any impediment to your use of the Website, to the extent that
such breach or impediment arises from any act of God, war, national emergency, act
of terrorism, riot, civil commotion, fire, explosion, flood, storm, epidemic, power
outage, fuel shortage or any other similar cause beyond the reasonable control of
any member of AgCall.
- Applicable Law. This Agreement shall be construed, interpreted
and enforced in accordance with, and the respective rights and obligations of the
parties shall be governed by, the federal laws of Canada applicable therein, and
each party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts of such province and all courts competent to hear appeals therefrom.
- Language. The parties hereto have expressly requested that this
Agreement and all related documents be drafted in English. Les parties aux présentes
ont expressément requis que les présentes et tout document y affèrent soient rédigés
en langue anglaise.