NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING ALL OR ANY PORTION OF THIS SOFTWARE (TRUCORE™ DESKTOP, WEB BASED OR MOBILE DEVICE APPLICATION (APP) SOFTWARE) OR INDIRECTLY, HERDSTRONG'S TRUCORE SOFTWARE, HARDWARE OR TREATMENT AND BREEDING PROTOCOLS OR DVM SYSTEMS TEMPTRACK SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTIONS 6 AND 7; LIABILITY IN SECTION 8; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 14. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. VISIT http://www.herdstrong.comFOR CONTACT INFORMATION OR CONTACT HERSTRONG VIA EMAIL info@herdstrong.com FOR ADDITIONAL INFORMATION.
You may have another written agreement directly with HerdStrong, LLC or DVM Systems, LLC (e.g., a distributor license agreement) that supplements or supersedes all or portions of this agreement.
HerdStrong, DVM Systems and their suppliers own all intellectual property in the Software, HerdStrong TruCore Software and DVM Systems TempTrack Software. The Software and products are licensed, not sold. HerdStrong permits you to copy, download, install, use, or otherwise benefit from the functionality or intellectual property of the Software only in accordance with the terms of this agreement. Use of some third-party materials included in the Software or required in using the Software may be subject to other terms and conditions typically found in a separate license agreement or "Read Me" file located near such materials.
“HS” means HerdStrong, LLC and "DVM" means DVM Systems, LLC, a Colorado corporation, 8320 W.20th Street, Greeley, Colorado 80634, as stated in section 10 of this agreement.
“Mobile Device” means a wireless device that accepts and presents information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
"Software" means (a) all of the information with which this agreement is provided, whether encrypted or unencrypted, including but not limited to (i) HS TruCore End User Desktop Computer Software, HS TruCore End User web based Software, HS TruCore End User mobile device application Software, HS and DVM Software associated with HS and DVM hardware (otherwise known as "firmware"), DVM End User TempTrack Desktop Software, third party software files and other computer information; (ii) Networking Software; (iii) Source code Software, whether compiled or decompiled ; and (iv) Reports and underlying algorithms and Software; and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by HS or DVM, or any of their affiliates, at any time, to the extent not provided under a separate agreement (collectively, "Updates"). Any attempt to disable, decrypt or decompile HS or DVM Software or third-party software is strictly forbidden, will be considered a violation of this agreement and may be a violation of law.
"Hardware" means hardware equipment and its associated Software / firmware (a) all of the information with which this agreement is provided, whether encrypted or unencrypted, including but not limited to (i) HS / DVM Animal Bolus Sensor devices; (ii) HS / DVM Gateways; (iii) HS / DVM and third-party Networking software; (iv) HS / DVM Source code Software / firmware, whether compiled or decompiled; and (v) HS / DVM Reports and underlying algorithms and Software / firmware; and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by HS or DVM, or any of their affiliates, at any time, to the extent not provided under a separate agreement (collectively, "Updates"). Any attempt to reverse engineer, disable, decrypt or decompile HS or DVM Software or third-party hardware or its associated software / firmware is strictly forbidden, will be considered a violation of this agreement and may be a violation of law.
As long as you obtained the Software from HS, DVM, or one of their authorized distributors, dealers, App stores or licensees and as long as you comply with the terms of this agreement, HS and DVM grant you a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation, as further set forth below. See Section 14 for specific provisions related to certain components.
2.1 General Use. You may install and use the Software for accessing HS and DVM information only or information from licensed HS / DVM resellers; or
2.6 Reports, Export Files. Unless stated otherwise, information and files associated with the Software, which may include specific rights and restrictions with respect to such materials, you may display, modify, reproduce and distribute any of the Reports for your personal use or limited external use with prior written authorization from HS or DVM. However, the information or reports may only be copied or distributed, internally or externally, if the HS or DVM copyright statement "Copyright © 2018 DVM Systems, LLC. All rights reserved" or "Copyright © 2018 HerdStrong, LLC. All rights reserved". HS or DVM Software, reports, files or facsimiles may not be used in the production of competitive, libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon any third party intellectual property rights or in any otherwise illegal manner. You may not claim any trademark rights from HS or DVM software, reports, files or those of third parties, or derivative works thereof.
The Software and any authorized copies that you make are the intellectual property of and are owned by HS, DVM and its third-party suppliers. The structure, organization, algorithms and code of the Software are the valuable trade secrets, intellectual property and confidential information of HS and DVM and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by HS, DVM and its suppliers.
4.1 Notices. You may not copy the Software except as set forth in Section 2 and 14. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications. Except as permitted in Section 14.7, you may not modify, adapt, incorporate, integrate or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. The Software may be used only for those purposes for which it is licensed to you by HS and DVM. You may not reverse engineer, disassemble or otherwise attempt to discover product components, manufacturing processes or any intellectual property belonging to DVM or its third-party suppliers.
4.3 No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by Sections 2 and 14. You are not required to use all component parts of the Software, but you may not unbundle the component parts of the Software for use on different devices. You may not unbundle or repackage the Software for distribution, transfer or resale. See Section 14 for specific exceptions to this Section
4.4 No Transfer. YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S DEVICE EXCEPT AS MAY BE PERMITTED HEREIN.
HS, DVM AND ITS DISTRIBUTORS, AFFILIATES AND SUPPLIERS PROVIDE THE SOFTWARE, ACCESS TO ANY WEBSITES AND ONLINE SERVICESAS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON- INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Sections 7 and Section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software.
IN NO EVENT WILL HS, DVM OR ITS AFFILIATES, DISTRIBUTORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS, (INCLUDING BUT NOT LIMITED TO DATA), DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A HS or DVM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.
All Parties agree to defend, hold harmless and indemnify HS and DVM from any claims, damages or liabilities including reasonable attorneys' fees, associated with performance of the Software. You agree to defend, hold harmless and indemnify HS and DVM, its employees, distributors, affiliates or agents from any claims, damages or liabilities associated with any acts or omissions of its employees or agents, including, but not limited to, breach of the terms and conditions of this Agreement.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an export-controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.
This agreement will be governed by and construed in accordance with the substantive laws in force in the State of Colorado.
HS and DVM do not share customer identifiable account or animal information or data with third parties without written authorization from the customer. Animal Data means data and other information about animals which can be identified from those data (or from those and other information in our possession or likely to come into our possession). HS and DVM agree to hold your customer identifiable cow identification data and farm operational information confidential. HS and DVM's Animal Monitoring System, HerdStrong TruCore Software, HerdStrong mobile apps and www.herdstrong.com website customer information and data, are hosted on fully secured servers in the "cloud" (hosted by Microsoft). All data is automatically backed up in separate locations by Microsoft to help prevent any loss of data. Data may also be stored on HerdStrong boluses, distributed gateways and customer's local devices using HerdStrong TruCore Software or mobile app. Data can be exported by the user for storage and / or analysis, or by others, if the user has not secured the device. HerdStrong cannot guarantee against loss or breach of data by unauthorized parties but takes all reasonable steps to protect against loss or breach of data. Customers are encouraged to routinely backup their data to help prevent any loss of data. Customer information and animal data accessed via HerdStrong Software can be further secured by using personal device user IDs and passwords, by not reusing passwords for multiple applications, and by frequently change their passwords. It is the responsibility of the customer and their individual users not to share user IDs and passwords. HS and DVM do not share individually identifiable information or data with anyone other than the customer without written authorization from the customer. HS and DVM may use customer information and data to continuously improve our Software, algorithms and overall system functionality and may use, share or publish individually unidentifiable and / or aggregated data for research, system improvement and commercial purposes. Some features of the HS Software may rely upon specific animal data, animal health issues and related treatment information to provide key benefits of the system to you. For example, we may use bred date in our proprietary algorithms to provide you with the projected calving date. HS and DVM client Software will periodically connect to the HS and DVM servers and upload temperature, activity and animal data, including data transferred from your herd management Software for the purposes described above, to HS and DVM servers using industry standard security. Please see complete Privacy Policy in separate document for all details.
This section sets forth specific provisions related to certain components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition.
The Software may rely upon or facilitate your access to websites maintained by HS, DVM, their affiliates or third parties offering goods, information, Software and services ("Online Services"). Your access to and use of any website is governed by the terms, conditions, disclaimers and notices found on such site. HS and DVM may at any time, for any reason, modify or discontinue the availability of any website and Online Services.
HS and DVM do not control, endorse or accept responsibility for websites or Online Services offered by third parties. Any dealings between you and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party.
EXCEPT AS EXPRESSLY AGREED BY HS, DVM OR ITS DISTRIBUTORS, AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK.
This Agreement is governed by, and is to be construed in accordance with, the law of Colorado and the Parties agree that any and all claims, controversies or disputes arising from or related to this Agreement, including, but not limited to those claims, controversies or disputes pertaining to the formation, construction, performance, applicability, interpretation, enforceability, or breach of this Agreement, or any claim or assertion that all or part of this Agreement is void or voidable, shall be settled by binding arbitration according to the rules of Colorado Mediators & Arbitrators, LLC (hereinafter "CoMA"). Further, venue for the arbitration proceeding shall be in Greeley, Colorado. The Parties hereto also agree that any award tendered by the arbitrator may be entered as a judgment in the Weld County District Court and enforceable as an order of said court and the Parties hereby submit to the venue and jurisdiction of that court for purposes of enforcement of any arbitration award. The Federal Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to the arbitration clause in this Agreement.
The prevailing party in any arbitration shall be entitled to receive reasonable attorney's fees, only to the extent such fees are provided by the statue or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court.
If you have any questions regarding this agreement or if you wish to request any information from HS / DVM please use the address and contact information included with this product to contact HS / DVM customer service.
HS and DVM retain all proprietary rights, trademarks, copyrights and other proprietary information with regard to the Software and intellectual property.
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement may only be modified by a writing signed by an authorized officer of HS or DVM. The English version of this agreement will be the version used when interpreting or construing this agreement. This is the entire agreement between HS / DVM and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
May 22, 2018
Copyright © 2018 DVM Systems, LLC. All rights reserved.
Copyright © 2018 HerdStrong, LLC. All rights reserved.