Terms Of Use - Cotton Seed Distributors

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Cotton Seed Distributors Ltd (“CSD”) provides access to and the use of CSD’s CottonTracka services accessible at www.cottontracka.com.au (“CottonTracka”), its NutriTracka service (“NutriTracka”), its GREG chatbot service (“GREG”) and its website and all information and agronomy tools available on that website at www.csd.net.au (“Site”). Together CottonTracka, NutriTracka, GREG and the Site are “the Services”. Your use of the Services and all associated websites linked to the Services by CSD is subject to the following terms and conditions, as amended by CSD from time to time (“these Terms and Conditions”). Your use of the Services constitutes your agreement to all these Terms and Conditions.

Please note that these Terms and Conditions contain provisions which may affect your rights including:

Changes to these Terms and Conditions – clause 1(b).
Interruption of the Services – clause 1(c).
Denial of access to the Services – clause 1(h).
Disclaimer and Limitation of Liability – clause 7.
Termination or suspension of Services – clause 10.
Limitation of remedies – clause 11(c).

Terms of use of the Services Generally
1. BY USING THE SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS; IF YOU DO NOT AGREE, YOU MUST CEASE USING THE SERVICES IMMEDIATELY.
2. CSD may from time to time amend these Terms and Conditions on no less than 30 days written notice. CSD will post the amended Terms and Conditions via the Services and will place a notification on the home pages for the Services that the Terms and Conditions will be amended effective 30 days after placement of the notification. It is your responsibility to promptly review any such amended Terms and Conditions. Your continued use of the Services on and from the effective date of the amended Terms and Conditions will mean that you accept and agree to the amendments and the amended Terms and Conditions. If you do not agree to the amended Terms and Conditions, you should immediately cease using the Services.
3. CSD may at any time interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes provided that if such interruption is planned, CSD provides you with reasonable notice of the interruption. If an interruption of the Services is unplanned and necessary to address an urgent issue, CSD may interrupt the Services without notice to you.
4. You acknowledge that:
  1. CSD provides the Services for the purposes of providing general information only; and
  2. the Services are not provided for the purposes of comprehensive information or to render specific scientific, technical, professional or expert advice.
5. You must:
  1. promptly report to CSD, including at feedback@csd.net.au any flaws, errors or imperfections in the Services which you discover or which are brought to your attention; and
  2. use your best endeavours to provide feedback to CSD on all aspects of the Services, both positive and negative, including at feedback@csd.net.au.
6. You may download material from the Services, provided that you:
  1. are a member of CSD (or an employee of a member, to whom CSD has provided guest access to the Services) or a non-member Agent of CSD or business associate of CSD (or an employee of a non-member Agent or business associate of CSD) to whom CSD has provided guest access to member-only elements of the Services, if the material is accessible in such member-only elements of the Services;
  2. do not change or delete any attributions or other proprietary notices or indications of origin or source of any such material;

comply with 2(a)(ii) and 3(a)(ii) below;

use such material only for your personal informational purposes or the informational purposes of your employer member of CSD or to comply with an Agreement you have with CSD and do not copy or post any such material on any networked computer or broadcast it in any media or republish, frame, upload to a third party (other than your employer member of CSD), transmit or distribute or make available to or accessible by a third party in any way, any of such material, unless you are expressly permitted to do so by a written agreement between you and CSD; and
make no modifications to any such material.

You must not:
1. share your login details for access to the Services with anyone else;
2. interfere with or attempt to interfere with the Services or servers or networks connected to the Services, or with any other person’s use of the Services;

attempt to gain unauthorised access to the Services or any portion or feature of the Services or computer systems or networks connected to the Services or to any CSD server, or to any of the services offered on or through the Services, by any means;

probe, scan or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services;
take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or CSD’s systems or networks, or any systems or networks connected to the Services or to CSD;
use the Services or any material on or accessible through the Services for any purpose that is unlawful, fraudulent or prohibited by these Terms and Conditions;

use the Services directly or indirectly to knowingly transmit any data or send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Services or any computer, network, software or hardware; or
use the Services for any purpose other than the purposes expressly contemplated by these Terms and Conditions.

CSD may deny you access to, or use of, all or part of the Services, without prior notice, if you engage in any conduct in connection with the Services that in CSD’s reasonable opinion:
1. violates any of these Terms and Conditions;
2. violates the rights of CSD or any third parties; or

poses a tangible and legitimate risk to CSD and the operation of its business.

Additional Terms of use of CottonTracka
1. You must:
  1. carefully read the CottonTracka user guide located at www.cottontracka.com.au/userguideand ensure you understand the module data collection methodology, module inputs and dashboard outputs used on or required by CottonTracka and contact CSD support at feedback@csd.net.au if you have any queries; and
  2. not share, provide, distribute or make available or accessible in any way, any CottonTracka dashboards or other visual or screen displays, screenshots, yield prediction estimates, crop development estimations, targets, metrics, trend lines or curves other than with other members of the CSD CottonTracka User Group (being those members of CSD who are authorised by CSD from time to time to use CottonTracka), and then only by using the “Share” function within CottonTracka, and you agree that if you give another member or members of the CSD CottonTracka User Group write (editable) access to information you have entered on CottonTracka and/or to dashboards, modules, or other visual or screen displays which incorporate information you have entered on CottonTracka, that the shared user or users will be able to over-write that information.
2. Additional Terms of use of NutriTracka
  1. You must:
    1. carefully read the NutriTracka user guide located at [##]and ensure you understand the module data collection methodology, module inputs and dashboard outputs used on or required by NutriTracka and to contact CSD support at feedback@csd.net.au if you have any queries; and
    2. not share, provide, distribute or make available or accessible in any way, any NutriTracka dashboards or other visual or screen displays, screenshots or treatment recommendations other than with other members of the CSD CottonTracka User Group (being those members of CSD who are authorised by CSD from time to time to use CottonTracka), and then only by using the “Share” function within CottonTracka, and you agree that if you give another member or members of the CSD CottonTracka User Group write (editable) access to information you have entered on CottonTracka and/or to dashboards, modules, or other visual or screen displays which incorporate information you have entered on CottonTracka, that the shared user or users will be able to over-write that information.
  2. Additional Terms of use of GREG
    1. You must comply with CSD’s policies and procedures relating to GREG as published by CSD via GREG from time to time provided that CSD provides you with at least 30 days written notice of the application of such policies and procedures.
  3. Additional Terms of use of the Site
    1. If you are an Agent of CSD, you must not share your login details for access to the seed-ordering section of the Agent Portal on the Site, with anyone else.
  4. Privacy & Use of data
    1. CSD’s Privacy Policy at csd.net.au/privacy-policyforms part of these Terms and Conditions.
    2. Subject to 6(c) and 6(d) below, CSD will keep confidential all data you upload to the Services, other than data which is in the public domain or comes into the public domain otherwise than through any act or omission of CSD.
    3. CSD will be entitled to access data you upload to the Services for the purpose of assisting you with troubleshooting, data input or modelling issues.
    4. CSD will be entitled to aggregate and compile data which you and/or other users have entered via the Services and to use and disclose such aggregated data provided that CSD will only disclose aggregated data which does not identify users, farms or field units and cannot be reverse engineered in order to identify users, farms or field units.
  5. Disclaimers & limitations of liability
    1. The information provided by CSD through the Services (including the results provided by CSD’s agronomy tools) is intended as general information only and does not purport to be comprehensive or to render specific scientific, technical, professional or expert advice. Such information is subject to uncertainties associated with data collection and analysis, scientific and technical research and may not be accurate, current or complete. Circumstances vary from region to region and from farm to farm, and you should take into account all the particular circumstances of your farm, and all applicable technology and treatment providers and other guidance and directives, and obtain all appropriate input from independent, qualified advisers, before using or relying on anything on or accessible through the Services.
    2. Without limiting the generality of (a) above, you acknowledge and agree that:
      1. in relation to your use of CottonTracka:
      2. the CottonTracka dashboards and other visual or screen displays, yield prediction estimates, crop development estimations, targets, trend lines and curves on CottonTracka respond to and are based on the data which you enter via CottonTracka, and so any inaccuracies in that data will cause inaccuracies in the dashboards and other visual or screen displays, yield prediction estimates, crop development estimations, targets, trend lines and curves on CottonTracka;
      3. climate indicators utilised by the software are from the nearest selected BOM site and therefore are indicative and may vary at farm and field level;
      4. BARRY® yield prediction estimates, STEFF® crop development estimations, targets, trend lines and curves on the CottonTracka dashboards are based upon user data, and are accordingly dependant on the accuracy of input data;
      5. the further development and refinement of CottonTracka are dependent on compliance with these Terms and Conditions by you and other users of CottonTracka;
      6. in relation to your use of NutriTracka, any results or recommendations published via NutriTracka:
    3. are based on the data which you enter via NutriTracka, and so any inaccuracies in that data will cause inaccuracies in the dashboards and other visual or screen displays, recommendations for soil or crop treatments that are made via NutriTracka;
    4. are calculated using third party licensed models;
    5. should be confirmed by your qualified advisors before you rely on or act upon them;
      - in relation to your use of GREG:
        
        GREG is an artificial intelligence system that responds to your questions by drawing information from resources within CSD’s resource library;
        
        CSD’s resource library does not contain all relevant resources relating to cotton;
        
        you must satisfy yourself in relation to such responses by reviewing the underlying resources referred to in GREG’s response and seeking confirmation from your qualified advisors before you rely on or act upon such responses;
        
        any response provided to you through your use of GREG does not necessarily reflect the views of CSD and is necessarily limited to the contents of CSD’s resource library; and
        
        to the maximum extent permitted by law, CSD has no liability to you whatsoever in relation to information provided to you through your use of GREG that has been sourced and is identified as having been sourced from a third party resource;

in relation to any testimonials published through the Services:
1. the testimonials published by the Services have been given to CSD as the real life experiences and views of the persons who give them; and
2. individual results may vary and CSD does not claim that a person’s experience as stated in a testimonial is representative of what another person may experience.
All information provided via the Services is subject to change without notice.
CSD makes no commitment to update any material accessible via the Services.
Subject only to 7(f) below:
1. the Services are provided by CSD on an “as is” basis without any express or implied warranty of any kind;
2. CSD gives no warranties and makes no representations as to the accuracy, adequacy or completeness of any material on or accessible through the Services or its suitability for use in any particular circumstances, or that your use of the Services or interpretation or use of any information or material accessible via the Services or of the data, dashboards or other visual or screen displays, metrics, yield prediction estimates, crop development estimations, targets, metrics, trend lines, curves, responses to questions or crop or soil treatments provided by the Services will provide specific outcomes or results;

CSD does not warrant that access to or use of the Services will be uninterrupted or error free or that any defects will be corrected or that the Services or any material on or accessible through the Services is free from errors or viruses, trojan horses or other contamination or destructive features;

all conditions, warranties and guarantees by CSD, whether express or implied, arising by virtue of statute or otherwise and whether as to the Services, or your use of the Services, or any material on or accessible through the Services, or otherwise, are hereby expressly negatived and excluded and CSD shall not be liable in contract, negligence, equity or otherwise for any loss or damage suffered by any person arising from use of the Services including from reliance upon any information, statement or opinion on or accessible through the Services or from any errors or omissions in any material on or accessible through the Services, including without limitation, for any special, indirect, incidental or consequential loss or damage or loss of profits, even if CSD has been advised of the possibility of such loss or damage, except to the extent any loss or damage arises as a result of any breach of these Terms and Conditions by CSD, any breach by CSD of applicable law, or any wilful or negligent act or failure by CSD.

If any term, condition or warranty is implied into these Terms and Conditions by law, or if any guarantee in respect of the Services or any information or goods or services on it or accessible through it is created by the Australian Consumer Law or other legislation, and those laws void or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in these Terms and Conditions, or the guarantee shall apply and shall not be excluded, restricted or modified, PROVIDED THAT, to the extent to which CSD is entitled to so limit its liability, CSD’s liability for a breach of any such term, condition or warranty, or for failure to comply with any such guarantee (other than a guarantee under sections 51, 52 or 53 of the Australian Consumer Law), including any economic or consequential loss or damage which you may sustain, will be limited at CSD’s option to:
1. in the case of supply of goods, either replacing the goods or supplying equivalent goods or paying the cost of replacing the goods or acquiring equivalent goods;
2. in the case of supply of services, either supplying the services again, or paying the cost of having the services performed again.
Links to other sites
1. The Services may provide you with links to third party websites. Those links are provided solely as a convenience to users of the Services. Such linked sites are not under CSD’s control, and CSD is not responsible for and does not recommend or endorse the content of such linked sites or any information or materials contained on or accessible through such linked sites or any products or services mentioned or described on such linked sites.
Intellectual property rights
1. All information, text, photographs, graphics, images, video and audio clips, trade marks, user interfaces, layout, look and feel, and control features of or on the Services (the “Content”) are protected by copyright, trade mark and other intellectual property laws, and are owned or controlled by or licensed to CSD.
2. You must not modify, copy, reproduce, republish, frame, upload to a third party website, transmit or distribute or make available or accessible in any way any of the Services or any of the Content except as expressly provided in these Terms and Conditions, by any written agreement between you and CSD, or as permitted by the Copyright Act.
3. Any improvements, modifications and/or changes made by CSD to the Services arising wholly or partly from or in connection with your reports to CSD of flaws, errors or imperfections in the Services and/or feedback you provide to CSD on any aspects of the Services and/or use of data you have uploaded via the Services will be and become the exclusive property of CSD.
Termination or Suspension of the Services
1. CSD may terminate or suspend the provision of some or all of the Services by written notice to you if:
  1. you breach these Terms and Conditions and do not rectify the breach within 7 days of written notice from CSD requiring that you do so; or
  2. CSD ceases to provide or suspends the provision of the relevant Services.
2. If CSD terminates or suspends the provision of all or some of the Services under clause 10(a)(ii) above, CSD will provide you with as much notice as is reasonably practicable of such termination or suspension.
3. You may terminate your access to the Services at any time by written notice to CSD. If you provide such notice, CSD will terminate your access to the Services as soon as is reasonably practicable after receipt of your notice.
General
1. If any provision of these Terms and Conditions is void, voidable, illegal or unenforceable, that provision shall be enforced to the maximum extent possible and will be deemed deleted to the extent that it is not enforceable, but without in any way affecting the effectiveness, validity, legality or enforceability of the remaining provisions of these Terms and Conditions.
2. The fact that CSD fails to do, or delays in doing, something CSD is entitled to do under these Terms and Conditions, does not amount to a waiver of any of CSD’s rights, nor shall any course of conduct between CSD and you or any other party be deemed to modify any provision of these Terms and Conditions.
3. To the maximum extent permitted by law, your remedies under these Terms and Conditions are limited to damages and in no circumstances are you entitled to injunct or otherwise restrain CSD’s provision of the Services.
4. These Terms and Conditions are governed by and must be construed in accordance with the laws of New South Wales. All parties submit to the jurisdiction of the Courts of New South Wales.