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Extended Support Services Agreement - United States and Canada Introduction This Extended Support Services Agreement ("the Agreement") describes the terms and conditions that will apply to Your access and use of the Support Services described in this Agreement and, upon Your acceptance as described below, constitutes a legally binding agreement between You and John Deere Limited if you live in Canada, and Deere & Company if you live in the United States. The Support Services have been developed and are administered by Deere & Company's Intelligent Solutions Group and are distributed to Customers in Canada through John Deere Limited. (John Deere Limited and Deere & Company shall be collectively referred to as "John Deere" throughout this Agreement). "You" "Your" or "Customer" shall be used interchangeably throughout this Agreement and shall refer to the single end-user customer or customer organization entering into this Agreement and authorized to use the Supported Software and/or Supported Components. John Deere Support Services and the Privacy Policy Section 1: Subscribing to Support Services. To subscribe to Support Services (as defined below), You must first read this Agreement. After You have read this Agreement, You will be asked to accept this Agreement by clicking on the "I ACCEPT" icon. If You accept this Agreement, this will result in a binding contract between You and John Deere on the date you click the "I ACCEPT" button (the "Effective Date") just as if You had physically signed this Agreement. Your acceptance of this Agreement and payment of the Support Fee will permit You to use the Support Services. Please read this Agreement carefully before completing the enrollment process. If You do not wish to accept this Agreement, click on the "I DO NOT ACCEPT" icon and You will not have access to the Support Services. Section 2: Definitions. In this Agreement, the following terms shall have the following meanings: "Desktop Sharing" means the provision to John Deere of access to Your computer desktop to ascertain and troubleshoot any issues with the Supported Software and/or Supported Components. "Error" means any failure of the Supported Software to significantly conform in any material respect to its or their published specifications "Fixes" mean either a modification or addition that, when made or added to the Supported Software, brings the Supported Software into material conformity with its or their published specifications, or a procedure or routine that, when observed in the regular operation of the Supported Software, avoids the practical adverse effect of such nonconformity. Fixes may be temporary in nature. "Published specifications" or "Specifications" shall mean operator, technical and Customer manuals, training materials, guides, listings and specifications provided by John Deere to Customer that specifically pertain to the applicable Supported Software and/or Supported Components. "Respond" or "Response" means that John Deere will use commercially reasonable efforts to contact You regarding a Support Contact. "Site" means the website located at www.stellarsupport.com. "Support Contacts" has the meaning set forth in Section 7. "Supported Components" means the hardware components supported by John Deere as listed on the Site on the Effective Date. "Support Fee" has the meaning set forth in Section 8. "Supported Software" means the software supported by John Deere as listed on the Site on the Effective Date. "Support Services" has the meaning set forth in Section 3. "Term" has the meaning set forth in Section 10. Section 3: Terms of Service. A. John Deere will provide technical support services in connection with Supported Software and Supported Components including installation and configuration, analysis of error messages, reprogramming, calibration, Fixes, adjustment of moisture correction, navigation, and downloading information and troubleshooting ("Support Services"). As part of the Support Services provided under this Agreement, John Deere may, at its sole discretion, provide bulletins describing new Supported Software and/or Supported Components, Fixes, support level changes and other information regarding the Supported Software and Supported Components. Customer may use any Support Contacts as described in this Agreement for the purpose of reporting problems and seeking Support Services regarding the use of the Supported Software and Supported Components. B. Your continued use of the Support Services is subject to the terms and conditions of this Agreement. Section 4: John Deere Privacy Policy and Legal Notice. You must provide John Deere with accurate and complete information when You subscribe to the Support Services. John Deere reserves the right to terminate this Agreement if You give John Deere inaccurate or incomplete information. John Deere respects the privacy of Your personal information (as defined in John Deere's Privacy Policy) and will not disclose any of Your personal information except as permitted in John Deere's Privacy Policy. A copy of John Deere's Privacy Policy can be found on the Site. Please read it carefully before using the Support Services. By accepting this Agreement, You agree to the terms and conditions of John Deere's Privacy Policy and Legal Website Notice and affirm that You understand the options John Deere provides You with regard to Your personal information. Section 5: Scope of Support Services. A. John Deere will provide Support Services only for the most recent version of Supported Software and/or Supported Components. John Deere will only provide Support Services for Supported Software and Software Components that are used according to the applicable specifications for such Supported Software and Supported Components. For purposes of this Agreement, as updated from time to time, applicable specifications shall mean the specifications in place as of the Effective Date. B. All Support Services provided pursuant to this Agreement shall be provided remotely via telephone, Desktop Sharing, or e-mail. John Deere shall not provide any on-site services to Customer under this Agreement. C. During the Term of this Agreement, John Deere will provide the following Support Services for any Supported Software: Fixes. John Deere will Respond via telephone or e-mail to Customer regarding verifiable and reproducible Errors when reported to John Deere using a Support Contact. John Deere may require Customer to provide additional information during the Support Contact in order to begin to Respond to the Error. Responding to Support Contacts. John Deere will Respond to Support Contacts about Supported Software. D. During the Term of this Agreement, John Deere will Respond via telephone or email to Support Contacts about Supported Components. E. EXCEPTIONS: THE FOLLOWING MATTERS ARE NOT COVERED BY THIS AGREEMENT: Any problem resulting from the misuse, improper use, alteration, or damage of the Supported Software and/or Supported Components. Section 6: Customer's Obligations. Customer agrees to do all of the following: A. Notify John Deere promptly following the discovery of any Error. Further, upon discovery of an Error, You agree to fully cooperate with John Deere regarding any requests by John Deere, including, but not limited to, submitting to John Deere a listing of output and any other data that John Deere may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. B. Timely pay the Support Fee and authorize John Deere to charge such Support Fee to the credit card, John Deere Farm Plan, John Deere Agline, or other revolving credit account designated by You ("Credit Account"). C. Procure, install and maintain all equipment, telephone lines, communication interfaces and other hardware necessary to: (1) operate the Supported Software and/or Supported Components; and/or (2) to obtain the Support Services from John Deere. D. Use the Supported Software and/or Supported Components only in accordance with the applicable specifications. E. Be completely responsible for the installation and/or implementation of all Fixes, problems, solutions, modifications and/or other Responses provided to You by John Deere under this Agreement. F. Have had purchased the Supported Software and/or Supported Components for which You are seeking Support Services under this Agreement. G. When accessing and/or using Desktop Sharing, not to: (1) take any action that imposes an unreasonable load on John Deere's infrastructure; (2) use any device software or routine to interfere or attempt to interfere with the proper working of Desktop Sharing or any activity conducted on Desktop Sharing; or (3) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up Desktop Sharing. H. Will use the Support Services, Supported Software and Supported Components in accordance with Canadian and United States law, as applicable, including foreign trade control laws and regulations. The Support Services that You receive may be subject to export and other foreign trade controls restricting resales and/or transfers to other countries and parties. By accepting the terms of this Agreement, You acknowledge that You understand that the Support Services may be so controlled, including, but not limited to, controls by the Export Administration Regulations and/or the foreign trade control regulations of the U.S. Treasury Department of the United States. Any other provision of this Agreement to the contrary notwithstanding, You agree that the Support Services You receive under this Agreement will not be resold, reexported or otherwise transferred. Section 7: Methods of Obtaining Support and Support Hours. You may request and/or obtain a Response for Support Services for Supported Software and/or Supported Components using any of the following methods (collectively, "Support Contacts"): A. Contacting John Deere's telephone hotline at 1-888-GRN-STAR. The telephone hotline will be available during normal business hours, excluding all legal holidays. Legal holidays are as follows: New Year's Day, Thanksgiving Day (U.S.) and Christmas Day. B. E-mailing John Deere's e-mail support at GreenStar@JohnDeere.com. E-mail support will be available during normal business hours in the United States of America (USA), excluding all legal holidays observed in the USA. Legal holidays observed in the USA are as follows: New Year's Day, Thanksgiving Day (U.S.) and Christmas Day. C. Accessing John Deere's self-serve web-based support at the Site. John Deere's self-serve web-based support will be available twenty-four hours per day, seven days per week, excluding periods during server maintenance from time to time. Section 8: Service Fee, Payment and Taxes. A. The fee for the Support Services shall be equal to the amount listed on the Site on the Effective Date ("Support Fee"). B. You will provide Credit Account information to pay for the Support Services. You agree that all charges and payment obligations under this Agreement will automatically be charged to that Credit Account. C. You agree that Your Credit Account will be charged the Support Fee on or about the Effective Date. D. The Support Fee for the Support Services as described in this Section does not include applicable federal, state, provincial, local and/or value-added taxes.. The amount(s) charged to Your Credit Account for the Support Fee shall include applicable federal, state, government, provincial, local, value-added and/or goods and services taxes. In addition, all present and future taxes, duties, or fees of any nature, including, but not limited to federal, state, government, provincial, local, value-added and/or goods and services sales or use taxes, fees, excises, property or gross receipts taxes or fees, required contributions, or duties, however denominated, that are now or hereafter may be levied on the Support Fee, the Support Services and/or the payments made under this Agreement (excluding taxes based on John Deere's net income) that have not already been assessed to or levied against You shall be charged to and paid by You. You shall be responsible for the payment of all such taxes. Section 9: Use and Restrictions. Your rights and obligations concerning the use of the Support Services (or any other programming and/or services provided by John Deere to You under this Agreement, regardless of its form or purpose) shall be as provided in this Agreement, in any applicable license agreement and/or in any other additional documentation that may be furnished from time to time by John Deere. John Deere shall have sole and exclusive ownership of all right, title, and interest in and to such Support Services (including ownership of all copyrights and other intellectual property rights pertaining to the Support Services and all rights to intellectual property that arise or are created from carrying out the Support Services), subject only to the license expressly granted to You therein. Unless otherwise agreed, You are entitled to make and use only the number of copies of Supported Software as You are authorized to use under the license agreements for the Supported Software, and You agree to return or destroy, as requested by John Deere, superseded copies of the Supported Software when replaced by any Fixes. You may resort solely to the indemnification rights provided by John Deere contained in the applicable license agreement in the event of any issue or claim concerning title or intellectual property rights. Section 10: Term of the Agreement. Unless terminated earlier as provided herein, the term of this Agreement and corresponding period of the Support Services will be as listed on the Site on the Effective Date, or, if not listed on the Site, for one year from the Effective Date("Term"). Thereafter, You may purchase a new support agreement under the terms of John Deere's then existing support agreement. Section 11: Termination of the Agreement. A. Cancellation of this Agreement within 10 Days of the Effective Date. If You do not wish to be bound by the terms of this Agreement, then You must cancel this Agreement by providing written notice to John Deere using certified or registered mail, return receipt requested, to the applicable address in Section 12 below. You should include a statement in the written notice that states as follows: "I wish to cancel the Support Services Agreement having an Effective Date of [Insert Effective Date]." FOR THE CANCELLATION TO BE VALID UNDER THIS SECTION 11, YOU MUST PROVIDE THE WRITTEN NOTICE TO JOHN DEERE WITHIN 10 DAYS OF THE EFFECTIVE DATE. Cancellation of the Agreement will be effective on the date that John Deere receives the notice of cancellation from You. If You comply with all the requirements as described in this section 11, You will be entitled to a refund equal to the Support Fee paid by You less the value of the Support Services you received under this Agreement, as determined by John Deere in its sole discretion. B. Termination for Default. John Deere may immediately terminate this Agreement for default if You: i. Fail to pay any amount due under this Agreement, including (without limitation), a rejection of any charges to your Credit Account or if Your Credit Account issuer (or its agent or affiliate) seeks return of payments previously made to John Deere; or ii. Violate any provision of this Agreement. If the Agreement is terminated under this section 11.B., You are not entitled to any refund of the Support Fee. C. Termination for Other Reasons. Either party may terminate this Agreement immediately in the event the other party becomes insolvent or bankrupt or has a receiver, administrator or analogous person appointed to it or over all or some of its assets or a resolution is passed for the liquidation of that party. D. Requirements Upon Termination. Upon termination of this Agreement by either party, John Deere shall discontinue furnishing the Support Services and You shall immediately cease using, and be entitled to use, the Support Services. Upon termination of this Agreement, You shall remit to John Deere upon receipt of a final invoice all amounts accrued or due to John Deere up to and including the termination date. E. Termination of this Agreement will not operate as a waiver of any breach of this Agreement and will be without prejudice to any rights, liabilities or obligations of either party which have accrued up to the date of termination. This section 11.E. together with any other provisions which expressly or by implication are intended to survive termination or expiry, will continue in force notwithstanding termination or expiry.
F. John Deere reserves the right to immediately suspend providing Support Services to You without notice upon rejection of any charges to Your Credit Account or if Your Credit Account issuer (or its agent or affiliate) seeks return of payments previously made to John Deere when John Deere believes You are liable for the charges. Such rights are in addition to and not in lieu of any other legal right or remedies available to John Deere either at law or under this Agreement. John Deere reserves the right to refer any amounts due by You under this Agreement to a third party for collection in the event of an ongoing default. Section 12: Notices. All notices required to be given to John Deere hereunder shall be sent by certified or registered mail to: A. For purposes of a Customer in the United States: John Deere Intelligent Solutions Group B. For purposes of a Customer in Canada: John Deere Limited and shall be effective upon receipt. All notices required to be given to You hereunder shall, in John Deere's sole discretion, either be sent via certified or registered mail to Your address contained in Your subscription form or via e-mail to Your e-mail address contained in Your subscription form. Either method of notification used by John Deere shall be effective upon dispatch. Indemnification, Disclaimers and Liability Limitations Section 13: Indemnification You agree to defend, indemnify and hold harmless John Deere, including its affiliates, officers, directors, employees, agents and representatives, from and against all claims, demands proceedings, injuries, liabilities, losses, or costs and expenses (including reasonable legal fees), including, but not limited to, claims alleging negligence, copyright infringement and/or trademark infringement against John Deere, arising from or in connection with Your use of the Support Services, Your breach of any term of this Agreement, Your misuse of the Supported Software and/or Supported Components, or Your unauthorized modification or alteration of the Supported Software and/or Supported Components. Section 14: LIMITED WARRANTY. John Deere shall perform the Support Services hereunder in a workmanlike manner. To the extent permitted by law, in the event that John Deere is unable to fulfill its warranty obligations under this section 14, You agree that Your exclusive remedy is a refund of the total amount of the Support Fee paid by You under this Agreement. YOU AGREE THAT THE FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SUPPORT SERVICES PROVIDED TO YOU BY JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, THE SUPPORT SERVICES ARE PROVIDED ON AN "AS IS" BASIS. JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS SHALL HAVE NO LIABILITY FOR THE SUPPORTED SOFTWARE, SUPPORTED COMPONENTS AND/OR THE SUPPORT SERVICES PROVIDED, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER TORT OR STRICT LIABILITY, LOST PROFITS AND BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION. JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TERMS OF SATISFACTORY QUALITY, OR ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR ACCURACY OF INFORMATION TO THE MAXIMUM EXTENT PERMITTED BY LAW. JOHN DEERE DOES NOT WARRANT THAT DESKTOP SHARING WILL BE ERROR FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. Section 15: LIMITATION OF LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES. THE CUMULATIVE LIABILITY OF JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN RELATION TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO ANY CLAIMS RELATING TO OR ARISING OUT OF THE SUPPORT SERVICES RENDERED HEREUNDER) IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE SUPPORT FEE PAID BY YOU TO JOHN DEERE FOR SERVICES UNDER THIS AGREEMENT DURING THE TERM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, EVEN IF JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NOTE: SOME STATES AND PROVINCES DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. Other Legal Matters Section 16: Governing Law and Exclusive Forum. The construction, interpretation and performance of this Agreement, as well as the legal relations of the parties arising hereunder, shall be governed by and construed in accordance with the laws of the State of Illinois (for purposes of a Customer in the United States) and the laws of the Province of Ontario (for purposes of a Customer in Canada) without giving effect to the conflict or choice of law provisions thereof. The parties expressly agree that the exclusive forum for the resolution of any disputes arising out of or relating to this Agreement for a Customer in the United States shall be the city where Deere & Company's registered agent is located in the state where You reside or where You have Your principal place of business. The parties expressly agree that the exclusive forum for the resolution of any disputes arising out of or relating to this Agreement for a Customer in Canada shall be the city where John Deere Limited's registered office is located in the Province where You reside or where Your head office is located. Section 17: French Language. The parties hereby acknowledge that they have required this contract, and all other agreements and notices required or permitted to be entered into or given pursuant hereto, to be drawn up in the English language only. Les parties reconnaissent avoir demand que le prsent contrat ainsi que toute autre entente ou avis requis ou permis tre conclu ou donn en vertu des stipulations du prsent contrat, soient rdigs en langue anglaise seulement. Section 18: Assignment. Neither this Agreement nor any interests or obligations hereunder shall be assigned or transferred (by operation of law or otherwise) by You to any person, company, or entity without the prior written consent of John Deere. John Deere may assign this Agreement without Your prior consent to any company or entity affiliated with John Deere and/or Deere & Company, or by an assignment associated with a corporate restructuring, merger or acquisition. Section 19: Force Majeure. John Deere, its affiliates and suppliers shall not be liable for delay in any of their performance hereunder due to causes beyond their control, including, but not limited to, an act of God, war, natural disaster, governmental regulations, communication or utility failure, or casualties or the failure or acts of third parties. Section 20: Severability. If any part of this Agreement shall be held invalid or unenforceable, such determination shall not affect the validity or enforceability of any remaining portions, which shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated. Section 21: Entire Agreement. This Agreement, any notices, guidelines, directions, instructions or directives posted on the Site from time to time, and all amendments, modifications, additions or changes to the foregoing constitute the entire agreement between the parties and supersedes all prior discussions and agreements, whether oral or written, between the parties relating thereto. Any additional terms and conditions of Customer on any purchase order or similar document shall be void and without any force and effect and shall not vary, add to, or delete the terms of this Agreement. Section 22: Waiver. If John Deere exercises or fails to exercise any right or remedy available to it, this shall not prejudice John Deere's rights in exercising that or any other right or remedy. Waiver of any term of this Agreement must be specified in writing and signed by an authorised officer of John Deere. Section 23: Review of Terms. John Deere reserves the right to review any of the terms of this Agreement at any time and from time to time. If, following any such review, there is any change to the terms of this Agreement that change will take effect from the date on which John Deere gives notice to You of such change. IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU: (i) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (ii) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; (iii) AGREE PERSONALLY AND/OR ON BEHALF OF YOUR COMPANY TO BE BOUND BY AND TO PERFORM THE OBLIGATIONS OF THIS AGREEMENT, (iv) AGREE THAT JOHN DEERE MAY CHARGE YOUR CREDIT ACCOUNT FOR THE FEES AND CHARGES SET FORTH IN THIS AGREEMENT; AND (v) REPRESENT THAT ALL INFORMATION PROVIDED BY YOU TO JOHN DEERE IS TRUE AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE. IT IS STRONGLY RECOMMENDED THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS AT THIS TIME. CLICK HERE TO PRINT A COPY OF THIS AGREEMENT RIGHT NOW. IF YOU DO NOT PRINT THE AGREEMENT NOW, YOU MAY OBTAIN A COPY AT ANY TIME BY VISITING THE SITE IN THE EVENT THAT YOU MISTAKENLY CLICK THE "I ACCEPT" BUTTON AND INTENDED TO CLICK THE "I DO NOT ACCEPT" BUTTON, YOU MUST CALL 1-888-GRN-STAR WITHIN 24 HOURS OF THE ACCEPTANCE OR FOLLOW THE CANCELLATION PROCEDURES OUTLINED IN SECTION 11 A OF THE AGREEMENT TO CANCEL THIS AGREEMENT AND THE CORRESPONDING SUPPORT SERVICES. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU SHOULD CLICK, "I DO NOT ACCEPT" AND YOU WILL NOT BE ALLOWED ACCESS TO THE SUPPORT SERVICES. BY CLICKING "I ACCEPT" BELOW, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. YOU MUST NOW INDICATE THAT YOU AGREE TO THESE TERMS AND CONDITIONS BY CLICKING "I ACCEPT" BELOW: CLICK BELOW TO ACCEPT CLICK BELOW TO DECLINE THE TERMS OF THIS LICENSE THE TERMS OF THIS LICENSE AGREEMENT AND PROCEED AGREEMENT AND EXIT "Copyright © 2002, 2003, 2004, 2009 Deere & Company. THIS WORK IS THE PROPERTY OF DEERE & COMPANY. ALL USE AND/OR REPRODUCTION NOT SPECIFICALLY AUTHORIZED BY DEERE & COMPANY IS PROHIBITED." |
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Extended Support Services Agreement - Australia and New Zealand Introduction This Extended Support Services Agreement ("the Agreement") describes the terms and conditions that will apply to Your access and use of the Support Services described in this Agreement and, upon Your acceptance as described below, constitutes a legally binding agreement between You and John Deere Limited. The Support Services have been developed and are administered by Deere & Company's Intelligent Solutions Group and are distributed to Customers in Australia and New Zealand through John Deere Limited. (John Deere Limited shall be referred to as "John Deere" throughout this Agreement). "You" "Your" or "Customer" shall be used interchangeably throughout this Agreement and shall refer to the single end-user customer or customer organization entering into this Agreement and authorized to use the Supported Software and/or Supported Components. John Deere Support Services and the Privacy Policy Section 1: Subscribing to Support Services. To subscribe to Support Services (as defined below), You must first read this Agreement. After You have read this Agreement, You will be asked to accept this Agreement by clicking on the "I ACCEPT" icon. If You accept this Agreement, this will result in a binding contract between You and John Deere on the date you click the "I ACCEPT" button (the "Effective Date") just as if You had physically signed this Agreement. Your acceptance of this Agreement and payment of the Support Fee will permit You to use the Support Services. Please read this Agreement carefully before completing the enrollment process. If You do not wish to accept this Agreement, click on the "I DO NOT ACCEPT" icon and You will not have access to the Support Services. Section 2: Definitions. In this Agreement, the following terms shall have the following meanings: "Desktop Sharing" means the provision to John Deere of access to Your computer desktop to ascertain and troubleshoot any issues with the Supported Software and/or Supported Components. "Error" means any failure of the Supported Software to significantly conform in any material respect to its or their published specifications "Fixes" mean either a modification or addition that, when made or added to the Supported Software, brings the Supported Software into material conformity with its or their published specifications, or a procedure or routine that, when observed in the regular operation of the Supported Software, avoids the practical adverse effect of such nonconformity. Fixes may be temporary in nature. "Published specifications" or "Specifications" shall mean operator, technical and Customer manuals, training materials, guides, listings and specifications provided by John Deere to Customer that specifically pertain to the applicable Supported Software and/or Supported Components. "Respond" or "Response" means that John Deere will use commercially reasonable efforts to contact You regarding a Support Contact. "Site" means the website located at www.stellarsupport.com. "Support Contacts" has the meaning set forth in Section 7. "Supported Components" means the hardware components supported by John Deere as listed on the Site on the Effective Date. "Support Fee" has the meaning set forth in Section 8. "Supported Software" means the software supported by John Deere as listed on the Site on the Effective Date. "Support Services" has the meaning set forth in Section 3. "Term" has the meaning set forth in Section 10. Section 3: Terms of Service. A. John Deere will provide technical support services in connection with Supported Software and Supported Components including installation and configuration, analysis of error messages, reprogramming, calibration, Fixes, adjustment of moisture correction, navigation, and downloading information and troubleshooting ("Support Services"). As part of the Support Services provided under this Agreement, John Deere may, at its sole discretion, provide bulletins describing new Supported Software and/or Supported Components, Fixes, support level changes and other information regarding the Supported Software and Supported Components. Customer may use any Support Contacts as described in this Agreement for the purpose of reporting problems and seeking Support Services regarding the use of the Supported Software and Supported Components. B. Your continued use of the Support Services is subject to the terms and conditions of this Agreement. Section 4: John Deere Privacy Policy and Legal Notice. You must provide John Deere with accurate and complete information when You subscribe to the Support Services. John Deere reserves the right to terminate this Agreement if You give John Deere inaccurate or incomplete information. John Deere respects the privacy of Your personal information (as defined in John Deere's Privacy Policy) and will not disclose any of Your personal information except as permitted in John Deere's Privacy Policy. A copy of John Deere's Privacy Policy can be found on the Site. Please read it carefully before using the Support Services. By accepting this Agreement, You agree to the terms and conditions of John Deere's Privacy Policy and Legal Website Notice and affirm that You understand the options John Deere provides You with regard to Your personal information. Section 5: Scope of Support Services. A. John Deere will provide Support Services only for the most recent version of Supported Software and/or Supported Components. John Deere will only provide Support Services for Supported Software and Software Components that are used according to the applicable specifications for such Supported Software and Supported Components. For purposes of this Agreement, as updated from time to time, applicable specifications shall mean the specifications in place as of the Effective Date. B. All Support Services provided pursuant to this Agreement shall be provided remotely via telephone, Desktop Sharing, or e-mail. John Deere shall not provide any on-site services to Customer under this Agreement. C. During the Term of this Agreement, John Deere will provide the following Support Services for any Supported Software: Fixes. John Deere will Respond via telephone or e-mail to Customer regarding verifiable and reproducible Errors when reported to John Deere using a Support Contact. John Deere may require Customer to provide additional information during the Support Contact in order to begin to Respond to the Error. Responding to Support Contacts. John Deere will Respond to Support Contacts about Supported Software. D. During the Term of this Agreement, John Deere will Respond via telephone or email to Support Contacts about Supported Components. E. EXCEPTIONS: THE FOLLOWING MATTERS ARE NOT COVERED BY THIS AGREEMENT: Any problem resulting from the misuse, improper use, alteration, or damage of the Supported Software and/or Supported Components. Section 6: Customer's Obligations. Customer agrees to do all of the following: A. Notify John Deere promptly following the discovery of any Error. Further, upon discovery of an Error, You agree to fully cooperate with John Deere regarding any requests by John Deere, including, but not limited to, submitting to John Deere a listing of output and any other data that John Deere may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. B. Timely pay the Support Fee and authorize John Deere to charge such Support Fee to the credit card, John Deere Farm Plan, John Deere Agline, or other revolving credit account designated by You ("Credit Account"). C. Procure, install and maintain all equipment, telephone lines, communication interfaces and other hardware necessary to: (1) operate the Supported Software and/or Supported Components; and/or (2) to obtain the Support Services from John Deere. D. Use the Supported Software and/or Supported Components only in accordance with the applicable specifications. E. Be completely responsible for the installation and/or implementation of all Fixes, problems, solutions, modifications and/or other Responses provided to You by John Deere under this Agreement. F. Have had purchased the Supported Software and/or Supported Components for which You are seeking Support Services under this Agreement. G. When accessing and/or using Desktop Sharing, not to: (1) take any action that imposes an unreasonable load on John Deere's infrastructure; (2) use any device software or routine to interfere or attempt to interfere with the proper working of Desktop Sharing or any activity conducted on Desktop Sharing; or (3) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up Desktop Sharing. H. Will use the Support Services, Supported Software and Supported Components in accordance with Australian or New Zealand law, as applicable, including foreign trade control laws and regulations. The Support Services that You receive may be subject to export and other foreign trade controls restricting resales and/or transfers to other countries and parties. By accepting the terms of this Agreement, You acknowledge that You understand that the Support Services may be so controlled, including, but not limited to, controls by the Export Administration Regulations and/or the foreign trade control regulations of the U.S. Treasury Department of the United States. Any other provision of this Agreement to the contrary notwithstanding, You agree that the Support Services You receive under this Agreement will not be resold, reexported or otherwise transferred. Section 7: Methods of Obtaining Support and Support Hours. You may request and/or obtain a Response for Support Services for Supported Software and/or Supported Components using any of the following methods (collectively, "Support Contacts"): A. Contacting John Deere's telephone hotline at 1-888-GRN-STAR. The telephone hotline will be available during normal business hours in the United States of America (USA), excluding all legal holidays observed in the USA. Legal holidays observed in the USA are as follows: New Year's Day, Thanksgiving Day (U.S.) and Christmas Day. B. E-mailing John Deere's e-mail support at GreenStar@JohnDeere.com. E-mail support will be available during normal business hours in the USA, excluding all legal holidays observed in the USA. Legal holidays observed in the USA are as follows: New Year's Day, Thanksgiving Day (U.S.) and Christmas Day. C. Accessing John Deere's self-serve web-based support at the Site. John Deere's self-serve web-based support will be available twenty-four hours per day, seven days per week, excluding periods during server maintenance from time to time. Section 8: Service Fee, Payment and Taxes. A. The fee for the Support Services shall be equal to the amount listed on the Site on the Effective Date ("Support Fee"). B. You will provide Credit Account information to pay for the Support Services. You agree that all charges and payment obligations under this Agreement will automatically be charged to that Credit Account. C. You agree that Your Credit Account will be charged the Support Fee on or about the Effective Date. D. The Support Fee for the Support Services as described in this Section does not include applicable federal, state, government, provincial, local, value-added and/or goods and services taxes. The amount(s) charged to Your Credit Account for the Support Fee shall include applicable federal, state, government, provincial, local, value-added and/or goods and services taxes. In addition, all present and future taxes, duties, or fees of any nature, including, but not limited to federal, state, government, provincial, local, value-added and/or goods and services sales or use taxes, fees, excises, property or gross receipts taxes or fees, required contributions, or duties, however denominated, that are now or hereafter may be levied on the Support Fee, the Support Services and/or the payments made under this Agreement (excluding taxes based on John Deere's net income) that have not already been assessed to or levied against You shall be charged to and paid by You. You shall be responsible for the payment of all such taxes. Section 9: Use and Restrictions. Your rights and obligations concerning the use of the Support Services (or any other programming and/or services provided by John Deere to You under this Agreement, regardless of its form or purpose) shall be as provided in this Agreement, in any applicable license agreement and/or in any other additional documentation that may be furnished from time to time by John Deere. John Deere shall have sole and exclusive ownership of all right, title, and interest in and to such Support Services (including ownership of all copyrights and other intellectual property rights pertaining to the Support Services and all rights to intellectual property that arise or are created from carrying out the Support Services), subject only to the license expressly granted to You therein. Unless otherwise agreed, You are entitled to make and use only the number of copies of Supported Software as You are authorized to use under the license agreements for the Supported Software, and You agree to return or destroy, as requested by John Deere, superseded copies of the Supported Software when replaced by any Fixes. You may resort solely to the indemnification rights provided by John Deere contained in the applicable license agreement in the event of any issue or claim concerning title or intellectual property rights. Section 10: Term of the Agreement. Unless terminated earlier as provided herein, the term of this Agreement and corresponding period of the Support Services will be as listed on the Site on the Effective Date, or, if not listed on the Site, for one year from the Effective Date("Term"). Thereafter, You may purchase a new support agreement under the terms of John Deere's then existing support agreement. Section 11: Termination of the Agreement. A. Cancellation of this Agreement within 10 Days of the Effective Date. If You do not wish to be bound by the terms of this Agreement, then You must cancel this Agreement by providing written notice to John Deere using certified or registered mail, return receipt requested, to the applicable address in Section 12 below. You should include a statement in the written notice that states as follows: "I wish to cancel the Support Services Agreement having an Effective Date of [Insert Effective Date]." FOR THE CANCELLATION TO BE VALID UNDER THIS SECTION 11, YOU MUST PROVIDE THE WRITTEN NOTICE TO JOHN DEERE WITHIN 10 DAYS OF THE EFFECTIVE DATE. Cancellation of the Agreement will be effective on the date that John Deere receives the notice of cancellation from You. If You comply with all the requirements as described in this section 11, You will be entitled to a refund equal to the Support Fee paid by You less the value of the Support Services you received under this Agreement, as determined by John Deere in its sole discretion. B. Termination for Default. John Deere may immediately terminate this Agreement by providing written notice to You if You: i.Fail to pay any amount due under this Agreement, including (without limitation), a rejection of any charges to your Credit Account or if Your Credit Account issuer (or its agent or affiliate) seeks return of payments previously made to John Deere; or ii. Violate any provision of this Agreement. If the Agreement is terminated by John Deere under this section 11.B., You are not entitled to any refund of the Support Fee. C. Termination for Other Reasons. Either party may terminate this Agreement immediately in the event the other party becomes insolvent or bankrupt or has a receiver, administrator or analogous person appointed to it or over all or some of its assets or a resolution is passed for the liquidation of that party. D. Requirements Upon Termination. Upon termination of this Agreement by either party, John Deere shall discontinue furnishing the Support Services and You shall immediately cease using, and be entitled to use, the Support Services. Upon termination of this Agreement, You shall remit to John Deere upon receipt of a final invoice all amounts accrued or due to John Deere up to and including the termination date. E. Termination of this Agreement will not operate as a waiver of any breach of this Agreement and will be without prejudice to any rights, liabilities or obligations of either party which have accrued up to the date of termination. This section 11.E. together with any other provisions which expressly or by implication are intended to survive termination or expiry, will continue in force notwithstanding termination or expiry. F. John Deere reserves the right to immediately suspend providing Support Services to You without notice upon rejection of any charges to Your Credit Account or if Your Credit Account issuer (or its agent or affiliate) seeks return of payments previously made to John Deere when John Deere believes You are liable for the charges. Such rights are in addition to and not in lieu of any other legal right or remedies available to John Deere either at law or under this Agreement. John Deere reserves the right to refer any amounts due by You under this Agreement to a third party for collection in the event of an ongoing default. Section 12: Notices. All notices required to be given to John Deere hereunder shall be sent by certified or registered mail to: John Deere Limited and shall be effective upon receipt. All notices required to be given to You hereunder shall, in John Deere's sole discretion, either be sent via certified or registered mail to Your address contained in Your subscription form or via e-mail to Your e-mail address contained in Your subscription form. Either method of notification used by John Deere shall be effective upon dispatch. Indemnification, Disclaimers and Liability Limitations Section 13: Indemnification You agree to defend, indemnify and hold harmless John Deere, including its affiliates, officers, directors, employees, agents and representatives, from and against all claims, demands, proceedings, injuries, liabilities, losses, or costs and expenses (including reasonable legal fees), including, but not limited to, claims alleging negligence, copyright infringement and/or trademark infringement against John Deere, arising from or in connection with Your use of the Support Services, Your breach of any term of this Agreement, Your misuse of the Supported Software and/or Supported Components, or Your unauthorized modification or alteration of the Supported Software and/or Supported Components. Section 14: LIMITED WARRANTY. John Deere shall perform the Support Services hereunder in a workmanlike manner. If You acquire the Support Services for business purposes, You agree that the Consumer Guarantees Act 1993 (NZ) does not apply to this Agreement in respect of those Support Services. To the extent permitted by law, in the event that John Deere is unable to fulfill its warranty obligations under this section 14, You agree that Your exclusive remedy is a refund of the total amount of the Support Fee paid by You under this Agreement. YOU AGREE THAT THE FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SUPPORT SERVICES PROVIDED TO YOU BY JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, THE SUPPORT SERVICES ARE PROVIDED ON AN "AS IS" BASIS. JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS SHALL HAVE NO LIABILITY FOR THE SUPPORTED SOFTWARE, SUPPORTED COMPONENTS AND/OR THE SUPPORT SERVICES PROVIDED, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER TORT OR STRICT LIABILITY, LOST PROFITS AND BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION. JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TERMS OF SATISFACTORY QUALITY, OR ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR ACCURACY OF INFORMATION TO THE MAXIMUM EXTENT PERMITTED BY LAW. JOHN DEERE DOES NOT WARRANT THAT DESKTOP SHARING WILL BE ERROR FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. Section 15: LIMITATION OF LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES. THE CUMULATIVE LIABILITY OF JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN RELATION TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO ANY CLAIMS RELATING TO OR ARISING OUT OF THE SUPPORT SERVICES RENDERED HEREUNDER) IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE SUPPORT FEE PAID BY YOU TO JOHN DEERE FOR SERVICES UNDER THIS AGREEMENT DURING THE TERM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, EVEN IF JOHN DEERE, ITS AFFILIATES AND THIRD PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NOTE: SOME STATES AND PROVINCES DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. Other Legal Matters Section 16: Governing Law and Exclusive Forum. The construction, interpretation and performance of this Agreement, as well as the legal relations of the parties arising hereunder, shall be governed by and construed in accordance with the laws of the State of Queensland (for purposes of a Customer in Australia) and the laws of New Zealand (for purposes of a Customer in New Zealand) without giving effect to the conflict or choice of law provisions thereof. The parties expressly agree that the non-exclusive jurisdiction for the resolution of any disputes arising out of or relating to this Agreement shall be the courts of Queensland (for purposes of a Customer in Australia) and the courts of New Zealand (for purposes of a Customer in New Zealand). Section 17: Assignment. Neither this Agreement nor any interests or obligations hereunder shall be assigned or transferred (by operation of law or otherwise) by You to any person, company, or entity without the prior written consent of John Deere. John Deere may assign this Agreement without Your prior consent to any related company of or entity affiliated with John Deere and/or Deere & Company, or by an assignment associated with a corporate restructuring, merger or acquisition. Section 18: Force Majeure. John Deere, its affiliates and suppliers shall not be liable for delay in any of their performance hereunder due to causes beyond their control, including, but not limited to, an act of God, war, natural disaster, governmental regulations, communication or utility failure, or casualties or the failure or acts of third parties. Section 19: Severability. If any part of this Agreement shall be held invalid or unenforceable, such determination shall not affect the validity or enforceability of any remaining portions, which shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated. Section 20: Entire Agreement. This Agreement, any notices, guidelines, directions, instructions or directives posted on the Site from time to time, and all amendments, modifications, additions or changes to the foregoing constitute the entire agreement between the parties and supersedes all prior discussions and agreements, whether oral or written, between the parties relating thereto. Any additional terms and conditions of Customer on any purchase order or similar document shall be void and without any force and effect and shall not vary, add to, or delete the terms of this Agreement. Section 21: Waiver. If John Deere exercises or fails to exercise any right or remedy available to it, this shall not prejudice John Deere's rights in exercising that or any other right or remedy. Waiver of any term of this Agreement must be specified in writing and signed by an authorised officer of John Deere. Section 22: Review of Terms. John Deere reserves the right to review any of the terms of this Agreement at any time and from time to time. If, following any such review, there is any change to the terms of this Agreement that change will take effect from the date on which John Deere gives notice to You of such change. IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU: (i) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (ii) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; (iii) AGREE PERSONALLY AND/OR ON BEHALF OF YOUR COMPANY TO BE BOUND BY AND TO PERFORM THE OBLIGATIONS OF THIS AGREEMENT, (iv) AGREE THAT JOHN DEERE MAY CHARGE YOUR CREDIT ACCOUNT FOR THE FEES AND CHARGES SET FORTH IN THIS AGREEMENT; (v) REPRESENT THAT ALL INFORMATION PROVIDED BY YOU TO JOHN DEERE IS TRUE AND ACCURATE TO THE BEST OF YOUR KNOWLEDGE; AND (vi) CONSENT TO RECEIVING COMMERCIAL ELECTRONIC MESSAGES FOR THE PURPOSES OF THE UNSOLICITED ELECTRONIC MESSAGES ACT 2007 (NZ). IT IS STRONGLY RECOMMENDED THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS AT THIS TIME. CLICK HERE TO PRINT A COPY OF THIS AGREEMENT RIGHT NOW. IF YOU DO NOT PRINT THE AGREEMENT NOW, YOU MAY OBTAIN A COPY AT ANY TIME BY VISITING THE SITE IN THE EVENT THAT YOU MISTAKENLY CLICK THE "I ACCEPT" BUTTON AND INTENDED TO CLICK THE "I DO NOT ACCEPT" BUTTON, YOU MUST CALL 1-888-GRN-STAR WITHIN 24 HOURS OF THE ACCEPTANCE OR FOLLOW THE CANCELLATION PROCEDURES OUTLINED IN SECTION 11 A OF THE AGREEMENT TO CANCEL THIS AGREEMENT AND THE CORRESPONDING SUPPORT SERVICES. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU SHOULD CLICK, "I DO NOT ACCEPT" AND YOU WILL NOT BE ALLOWED ACCESS TO THE SUPPORT SERVICES. BY CLICKING "I ACCEPT" BELOW, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. YOU MUST NOW INDICATE THAT YOU AGREE TO THESE TERMS AND CONDITIONS BY CLICKING "I ACCEPT" BELOW: CLICK BELOW TO ACCEPT CLICK BELOW TO DECLINE THE TERMS OF THIS LICENSE THE TERMS OF THIS LICENSE AGREEMENT AND PROCEED AGREEMENT AND EXIT "Copyright © 2002, 2003, 2004, 2009 Deere & Company. THIS WORK IS THE PROPERTY OF DEERE & COMPANY. ALL USE AND/OR REPRODUCTION NOT SPECIFICALLY AUTHORIZED BY DEERE & COMPANY IS PROHIBITED." |