Data Access and Use
This Data Access and Use Agreement (“Agreement”) establishes the terms and conditions upon which an individual or corporate entity (“You”) agrees to provide, and upon which Agi3 Ltd. (“Agi3”) is permitted to collect, use and disclose, Your Ag Data. By sharing Your Ag Data in accordance with this Agreement, You confirm Your acceptance of this Agreement and the terms and conditions set out herein (and if a corporate entity, represent and warrant that You have authority to bind). If you do not agree to the terms of this Agreement, you must not share Your Ag Data with Agi3.
1. Your Ownership of Ag Data. Agi3 believes that You are the owner of Ag Data that originates from Your farm, device, or equipment. Agi3 believes that ownership should give You the right to share, download, and delete Your Ag Data, as further specified in this Agreement.
2. Purpose of Access and Use. Agi3 intends to use Your Ag Data (defined below) for the purposes of building, testing, developing and operating a proprietary artificial intelligence based agricultural risk management and insurance platform (the “Project”).
3. The Information Agi3 Collects. The types of data You agree to provide to Agi3 (the “Ag Data”) may include the following, as determined by You in Your sole discretion:
(a) Agronomic Data. This includes all crop and field information, such as planting data, seed type, disease and pest management application, fertilization, prescriptions and yield / harvest information.
(b) Land Data. This includes soil and fertility data, topographical, elevation, watershed, and drainage data, geospatial information, and tillage and conservation data.
(c) Farm Management Data. This includes information related to commodity price, regulatory compliance, supply chain, and other management data.
(d) Machine Data. This includes telematics information, machine health, fuel consumption, load, use, and other machine performance data.
(e) Climate and Weather Data. This includes precipitation, wind speed and direction, temperature, and other weather information.
Some types of Ag Data may link to personal information, such as Your name, address, or email address. Protection of personal information is addressed in Agi3’s Privacy Policy, available at https://agi3.ai/privacy/, and subject to applicable privacy laws and regulations.
4. Your Responsibilities.
(a) You shall not provide Ag Data to Agi3 unless You are the owner or authorized to do so. You shall indemnify Agi3 from any claims that someone else owns the Ag Data provided by You.
5. Value/Compensation. You acknowledge and agree that in return for Your cooperation and the sharing of Your Ag Data as contemplated in this Agreement, Agi3 will provide You with access to the complimentary farm management platform, which includes features for planning and activity management, reporting, and real-time insurance solutions. This platform is designed to assist You in streamlining Your farm operations and making informed decisions, enhancing Your overall farm risk management capabilities.
6. Process for Sharing Ag Data with Agi3. You acknowledge and agree that Your Ag Data may be shared with Agi3 through any of the applicable options made available by Agi3 from time to time, which may include: Agi3 pulling data (with Your consent) from Your applications, devices and/or equipment (or creating an application program interface (API) for such purposes); transferring data through third party file sharing platforms; having You directly upload Ag Data from any of Your applications, devices or equipment to Agi3; or sending Your Ag Data to Agi3 by e-mail. When data is shared using a third party service, You acknowledge that Your use of such third party services is subject to the third party’s terms and conditions. Further, You acknowledge and agree that the sharing of Your Ag Data with Agi3 is voluntary, and You may choose to end such sharing at any time.
7. Agi3 Use of Your Ag Data. You hereby grant Agi3 a limited right and license to use Your Ag Data for the Project, provided that Agi3:
(a) uses Your Ag Data solely for the Project, and for no other purpose whatsoever without Your prior consent;
(b) takes steps to remove from Your Ag Data or encrypt any information that may reasonably be expected to identify You, and to use such de-identified data wherever possible including, for greater certainty, with respect to any limited disclosure by Agi3 to any government authority or agency for the purposes of proving out the insurance platform; and
(c) allows only those of its employees, subcontractors, agents, and affiliates who need access in relation to the Project, and who are subject to obligations of confidentiality no less stringent than those contemplated herein, to access or use Your Ag Data.
8. Creation and Use of Aggregated Data. Agi3 may, from time to time, anonymize and aggregate Your Ag Data with data from other participants or data made available to Agi3 to create aggregated datasets (“Aggregated Data”). Aggregated Data does not contain any identifiable information about You or any individual. You hereby acknowledge and agree Aggregated Data may be used by Agi3 for any lawful purpose.
9. Security/Notice. Agi3 takes reasonable steps to protect the privacy, confidentiality and security of Your Ag Data. In the event of a data breach, natural disaster, or other unforeseen event that causes Your Ag Data to be deleted or compromised, Agi3 will take appropriate and timely steps in accordance with applicable laws. You acknowledge and agree that Agi3 is not liable for any loss of or unauthorized disclosure to Your Ag Data due to an Act of God, other catastrophic event, or a data breach (unless caused by Agi3’s gross negligence).
10. Government. Agi3 will not share Your Ag Data with government agencies unless You provide Your consent and direction. This promise will not prevent Agi3 from complying with a court order or other valid government request that requires Agi3 to legally disclose information to the government. Agi3 shall notify You of any government request to obtain Your Ag Data. Agi3 shall have no liability to You for disclosure of Ag Data in response to a subpoena, court order, or other government demand that legally requires Agi3 to respond.
11. Term and Termination. This Agreement shall commence on the date You begin sharing Your Ag Data with Agi3, and shall remain in effect until:
(a) terminated by either party at any time, without cause, upon thirty (30) days’ prior written notice to the other party; or
(b) replaced by a new data access and use agreement as may be issued by Agi3 from time to time and mutually agreed by the parties.
12. Storage, Portability, and Return or Destruction of Ag Data. Ag Data is stored on servers owned or leased by Agi3. Upon expiration or termination of this Agreement, or at any time during the term of the Agreement upon Your written request, Agi3 shall deliver to You any and all of Your Ag Data that is in Agi3’s possession or control and/or, at Your direction, promptly destroy all copies of such Ag Data and confirm such destruction in writing to You. For greater certainty, You acknowledge and agree that in some circumstances, Your Ag Data may not be retrievable in its original form and, in particular, that machine learning models and aggregated data sets created using Your Ag Data prior to (a) termination or expiry of this Agreement or (b) revocation of Your consent cannot be deleted.
13. Disclaimers and Limits on Agi3’s Liability. Agi3 makes no representations or warranties of any kind in relation to the Project and any associated materials, information or technology. Further, in no event shall Agi3 be liable for any loss or damage, direct or indirect, incidental, special, consequential, or punitive, relating to performance or non-performance by Agi3, or in any other way related to this Agreement.
14. Sale of Agi3. In the event Agi3 is sold or acquired by another company, You will be notified and, subject to Section 12 above, will have the option for at least thirty (30) days after the transfer of deleting Your Ag Data. Otherwise, this Agreement will continue to apply to Your Ag Data until the new owner provides You notice of a new ag data use agreement.
15. General. This Agreement shall be governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior agreements and understandings of the parties with respect to that subject matter. This Agreement may not be modified or amended except with the mutual agreement of the parties. This Agreement will take effect to the benefit of and be binding upon the parties and their respective successors and assigns.
16. Inquiries. Questions about this Agreement should be directed to information@agi3.ai.