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Terms and Conditions

Website Use Terms and Conditions

Last Updated: 11 February 2025

These Terms and Conditions of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and Advanced Agricultural Systems Pty Ltd (as defined below) governing your access to and use of this website with URL address Farm Manager, and any other websites through which Advanced Agricultural Systems makes the Information Services available, our mobile, tablet and other smart device applications (“Application”), and application program interfaces and all associated products (collectively referred to as the "Platform").

The terms of the Software Licence Agreement and our policies applicable to your use of the Platform are incorporated by reference into this Agreement. To the extent of any inconsistency, these Terms prevail over any inconsistent terms in the Software Licence Agreement.

The term ‘Advanced Agricultural Systems’ or ‘AAS’ or ‘us’ or ‘our’ or ‘we’ refers to Advanced Agricultural Systems Pty Ltd ABN 77 137 677 000, the owner of the Platform and the provider of the Information Services. The term ‘you’ or ‘your’ refers to the Platform member and user of the Information Services.

By continuing to use the Platform, you agree with the terms of our Privacy Policy and Software Licence Agreement and all payment processing products through or in connection with your use of the Platform ("Payment Services") which are provided to you by one or more third party entities (individually and collectively, as appropriate, "AAS Payments").

If you do not agree with any of these terms and conditions, you must not use the Platform.

Platform Conditions

Online Hub for Members

The Platform enables registered users (“Members”) to utilise certain information services ("Information Services") from AAS, from time to time, in accordance with the terms of the Software Licence Agreement and these Terms. These Information Services comprise:

  • Operations of the robot;
  • Paddock Recorder app for mapping and recording field boundaries and geometries;
  • GPS systems use in recording precision agriculture data including field boundaries and geometries;
  • Farm Manager app for manipulation and creating fields, paddocks and precision ag data used by the robot;
  • Management tools for editing, planning and scheduling paddock plans for an agricultural robot to follow and navigate;
  • SwarmView application to coordinate, direct and control robot;
  • Remote management and operation of the robot;
  • Data analytics and reporting features for analysing and generating insights from the captured agricultural data;
  • Integration with third-party agricultural software and hardware systems;
  • Real-time monitoring and alerts regarding the status, performance, and health of the robot;
  • Customization options for configuring the behaviour and settings of the agricultural robot based on specific farm requirements;
  • Technical support and assistance for addressing any issues or inquiries related to the Information Services;
  • Regular software updates and enhancements to improve the performance and functionality;
  • Data security measures to protect the confidentiality, integrity, and availability of the captured and transmitted data, based on information supplied by and inputs from a Member, and subject matter commentary and may be varied from time to time. The agricultural robot is defined as Equipment in the Software Licence Agreement.

Links to Third Party Information Services

The Platform may contain links to third-party websites or resources (“Third-Party Information Services”). Such Third-Party Information Services may be subject to different terms and conditions and privacy practices. AAS is not responsible or liable for the availability or accuracy of such Third-Party Information Services, or the content, services, or products available from such

Third-Party Information Services.

Links to such Third-Party Information Services are not an endorsement by AAS of such Third-Party Information Services.

Availability of Platform

Due to the nature of the Internet, AAS cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform or the Information Services supplied to you online where the services are supplied over communication links and other networks. While we will do our best to make sure the online information services are available, we are not responsible if the links or networks are unavailable at any time, and we do not guarantee that services supplied online will be continuously available.

AAS may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. AAS may improve, enhance and modify the Platform and introduce new AAS Information Services from time to time at its sole discretion.

Use of the Platform

Legal Capacity

You must be at least 18 years old and able to enter into legally binding contracts to access and use the Platform and register a AAS Account. By accessing or using the Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into this Agreement.

Use of Platform by AAS

AAS may make access to and use of the Platform, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or other factors.

No Responsibility for Member Identity

User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to:

  • ask Members to provide a form of identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members;
  • screen Members against third party databases or other sources and request reports from service providers; and
  • where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions (if available).

Additional Terms and Conditions

Access to or use of certain areas and features of the Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Platform, the later terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

Agreement to Apple's Licence Agreement

If you access or download the Application from the Apple App Store, you must agree to Apple’s Licensed Application End User License Agreement.

If you access or download the Application from Google Play, you must agree to Google Play's Terms of Service.

Modification to Terms

AAS reserves the right, at any time and from time to time, to modify these Terms in accordance with this clause. If we make changes to these Terms, we will post the revised Terms on the Platform and update the “Last Updated” date at the top of these Terms. You should periodically review these Terms on the Platform at each time you purchase or use an Information Service. We will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Platform.

Your Right of Termination

If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement after the revised Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Terms.

Account Registration

Member Registration of Account

You must provide certain information to open an account ("AAS Account") to access and use certain features of the Platform, such as purchasing an Information Service. If you are opening a AAS Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

Member's Obligation to Provide Accurate Information

You must provide accurate, current and complete information during the registration process and keep your AAS Account and information up-to-date at all times.

Multiple Member Accounts

You may not register more than one AAS Account unless AAS authorises you to do so. You may not assign or otherwise transfer your AAS Account to another party.

Member Responsible for Confidentiality

You are responsible for maintaining the confidentiality and security of your AAS Account credentials and may not disclose your credentials to any third party. You must immediately notify AAS if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your AAS Account. You are liable for any and all activities conducted through your AAS Account, unless such activities are not authorised by you and you are not otherwise negligent (such as failing to report the unauthorised use or loss of your credentials).

Authorisation of Other Members

AAS may enable features that allow you to authorise other Members or certain third parties to take certain actions that affect your AAS Account. These features do not require that you share your credentials with any other person. No third party is authorised by AAS to ask for your credentials, and you shall not request the credentials of another Member.

Content

Content Control

AAS may, at its sole discretion, enable Members to access and view any content that AAS itself makes available on or through the Platform, including proprietary AAS content and any content licensed or authorised for use by or through AAS from a third party ("AAS Content" and together with Member Content, "Collective Content").

Intellectual Property Rights

The Platform and AAS Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Australia and other countries. You acknowledge and agree that the Platform and AAS Content, including all associated intellectual property rights, are the exclusive property of AAS and/or its licensors or authorizing third-parties.

You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or AAS Content.

All trademarks, service marks, logos, trade names, and any other source identifiers of AAS used on or in connection with the Platform and AAS Content are trademarks or registered trademarks of AAS in Australia and other countries.

Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform, AAS Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

You must not otherwise modify, copy, reproduce, republish, frame, upload to a third party, communicate to the public, transmit or distribute in any way any of the material on the Platform, including audio and video excerpts, except as expressly provided in these terms of use, or as permitted by the Copyright Act 1968 (Cth).

Members Use of Platform and Collective Content

You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent as expressly permitted in these Terms.

No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AAS or its licensors, except for the licenses and rights expressly granted in these Terms.

Grant of Licence by AAS

Subject to your compliance with these Terms, AAS grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferable licence to:

  • download and or use the Application on your personal device(s); and
  • access and view any Collective Content made available on or through the Platform and accessible to you.

Obligations for Buyers

Rules

Subject to meeting any requirements (such as completing any verification processes) set by AAS, you may utilise an Information Service available on the Platform in accordance with these Terms.

Your Use of Information Services

You can only use the information we supply you for your own personal use and for the purpose that we supply them for. You must not re-sell, re-package or otherwise re-use our information in any other way.

We have copyright in the compilation of the information we use to supply our Information Services to you, and in the reports we supply to you when you use our Information Services.

We have developed information technology, software and documentation that we may use to provide the Information Services to you, and we have copyright and other rights in those items. You agree that you will not copy them, modify them, adapt them, reverse engineer them or infect them with viruses.

Confirmed Sale

You understand and agree that the Information Service have been purchased by you under the Software Licence Agreement and is a contract of sale between you to purchase the Information Service from AAS, in accordance with your agreement with AAS.

Prohibited Activities

Member Responsibilities and Obligations

You are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Platform. In connection with your use of the Platform, you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms and policies;

  • use the Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies AAS endorsement, partnership or otherwise misleads others as to your affiliation with AAS;

  • copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Platform in any way that is inconsistent with AAS’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;

  • use the Platform to request, make or accept a purchase independent of the Platform, to circumvent any Service Fees or for any other reason;

  • use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, AAS's name, any AAS trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without AAS's express written consent;

  • dilute, tarnish or otherwise harm AAS brand in any way, including through unauthorised use of Collective Content, registering and/or using AAS or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to AAS domains, trademarks, taglines, promotional campaigns or Collective Content;

  • use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;

  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by AAS or any of AAS's providers or any other third party to protect the Platform;

  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;

  • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform; or

  • violate or infringe anyone else’s rights or otherwise cause harm or loss to anyone.

Term and Termination, Suspension and other Measures

Term of Agreement

This Agreement shall be effective for the term of the Software Licence Agreement, at the end of which it will automatically terminate.

Termination by Member

You may terminate this Agreement at any time by sending us an email.

Termination by AAS

Without limiting our rights specified below, AAS may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address. AAS may immediately, without notice terminate this Agreement if:

  • you have materially breached your obligations under these Terms, the Software Licence Agreement, Privacy Policy, or our policies;

  • you have violated applicable laws, regulations or third party rights; or

  • AAS believes in good faith that such action is reasonably necessary to protect the personal safety or property of AAS, its Members, or third parties (for example in the case of fraudulent behaviour of a Member).

Additional Actions

If you:

  • fail to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; or

  • have breached these Terms, the Software Licence Agreement, Privacy Policy, or our policies, applicable laws, regulations, or third party rights; or

  • have provided inaccurate, fraudulent, outdated or incomplete information during AAS Account registration or thereafter; or

  • have repeatedly failed to respond to purchase requests without a valid reason; or

  • and AAS believes in good faith that such action is reasonably necessary to protect the personal safety or property of AAS, its Members, or third parties, or to prevent fraud or other illegal activity:

AAS may take any of the following measures:

  • limit your access to or use of the Platform;

  • temporarily or permanently revoke any special status associated with your AAS Account; or

  • temporarily or in case of severe or repeated offenses permanently suspend your AAS Account.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by AAS and an opportunity to resolve the issue to AAS's reasonable satisfaction.

Effects of Termination

If we take any of the measures described above you will not be entitled to any compensation for use of the Platform that was cancelled.

When this Agreement has been terminated, you are not entitled to a restoration of your AAS Account. If your access to or use of the Platform has been limited or your AAS Account has been suspended or this Agreement has been terminated by us, you may not register a new AAS Account or access and use the Platform through an AAS Account of another Member.

If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

Disclaimers

Assumption of Risk

The material and paddock plans provided on the Platform or Collective Content is a general guide only and AAS is not responsible and takes no responsibility for any failure of a Member to improperly use the Platform, failure to record all obstacles in a paddock by a Member, and incorrect identification and/or location of obstacles, roads, fences (virtual or real) or other features including mapping of public road and operating outside of private property.

If you choose to use the Platform or Collective Content, you do so voluntarily and at your sole risk. The Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

When we provide the Information Services to you, we may rely on information provided to us by others. While we always aim to provide quality information to you, you understand that we do not independently check all information supplied to us, or the compilation of information by our systems, and that information may become out of date.

Adequate Opportunity to Investigate

You agree that you have had whatever opportunity you deem necessary to investigate AAS Information Services, laws, rules, or regulations that may be applicable to the Information Services you are receiving and that you are not relying upon any statement of law or fact made by AAS relating to an Information Service. You understand that you are responsible for assessing the value of the information we provide you, and for the decisions that you make, regardless of whether you base them on the information we supply.

Disclaimer

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

Release

You hereby release and hold harmless AAS from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to you arising from access to any Information Service or in any way related to the use of an Information Service by you or others. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

Liability

Risk

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Platform, Collective Content and Information Service remains with you.

No Liability by AAS

Neither AAS nor any other party involved in creating, producing, or delivering the Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or products, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with:

  • these Terms, the Software Licence Agreement, Privacy Policy, or our policies;

  • from the use of or inability to use the Platform or Collective Content;

  • from your use of an Information Service,

whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not AAS has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

Limitation Of Liability

In no event will AAS’s aggregate liability arising out of or in connection with these Terms and your use of the Platform including, but not limited to, from your use of any Information Service via the Platform, or from the use of or inability to use the Platform or Collective Content and in connection with any Information Service, exceed the amounts you have paid or owe for purchases via the Platform as a Buyer in the twelve (12) month period prior to the event giving rise to the liability, or one hundred Australian dollars (AUD$100), if no such payments have been made, as applicable.

The limitations of damages set forth above are fundamental elements of the basis of the bargain between AAS and you.

Third Party Liability

To the maximum extent permitted by law, AAS has no liability to you or anyone else for any loss or damage of any kind (however caused, including by negligence) arising from or relating in any way to the use of this website or any of the content, even if AAS has been advised of the possibility of such loss or damage, or such loss or damage was reasonably foreseeable.

This includes, but is not limited to, the transmission of any computer viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

AAS will not be liable to you for any indirect, incidental, special or consequential loss arising from or relating in any way to your use of the Platform, including loss of business profits.

Release and Indemnity

You agree to release, indemnify, and hold AAS and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

  • any information you give us that is not accurate, up to date or complete or is otherwise misleading;
  • any misuse of the Information Services or the information we supply you;
  • your breach of this agreement, these Terms, the Software Licence Agreement, Privacy Policy, or our policies;
  • your improper use of the Platform or any AAS Information Services;
  • purchase and use of any Information Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such use;
  • AAS’s collection and remittance of GST; or
  • your breach of any laws, regulations or third party rights.

Dispute Resolution

Condition Precedent

Subject to clause 11.3, as a condition precedent to the commencement of any litigation, if a dispute arises between parties to this Agreement, the parties agree to refer the dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC).

Mediation

The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation (Guidelines) in force at the date of this Agreement. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved, including the parties’ respective responsibilities for the payment of the mediator’s costs and other costs of the mediation. Annexed at Schedule 1 of the Guidelines is the ACDC Mediation Appointment Agreement which is expressly incorporated in the Guidelines. The Guidelines, including the ACDC Mediation Appointment Agreement, are incorporated in this Agreement.

Injunction

At any time, nothing in this clause shall prevent a Party from seeking urgent equitable relief before an appropriate court.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

Applicable Law and Jurisdiction

This Agreement is made and governed by the law of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and waives any objection to the venue of any legal process on the basis that the process has been brought in any inconvenient forum.

General Provisions

Entire Understanding

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between AAS and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between AAS and you in relation to the access to and use of the Platform.

Relationship

No joint venture, partnership, employment, or agency relationship exists between you and AAS as a result of this Agreement or your use of the Platform.

No Third Party Remedies

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties to this Agreement.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remainder of this Agreement subsists and remains enforceable.

Exercise of Remedies

AAS’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

Assignment

You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without AAS's prior written consent. AAS may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

Notice

Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be in writing and given by AAS via email, Platform notification, or messaging service (including SMS).

Questions

If you have any questions about these Terms and Conditions please email us.