Terms and Conditions

Welcome to Agrello OÜ (register code 14230235, registered seat at Tina tn 9, 10126 Tallinn, Estonia) (referred to as “Agrello”, “we”, “us” or “our”) website at www.agrello.io (the „Site“) and other services provided by us and on which link to these Terms and Conditions (the „Terms“) is displayed (collectively together with the Site, our „Services“).

By visiting the Site, or using our Services, you accept these Terms. Your personal data is processed in accordance with our Privacy Policy and applicable law.

Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Services for your own purposes and only as expressly permitted in these Terms. You shall not use or permit use of the Services for any illegal purpose or in any manner inconsistent with the provisions of these Terms.

Creating Agrello Account

You can browse the Site without signing up. However, certain Services require you to create an account with us by entering your email address and creating authentication credentials (the “Agrello Account”). Your Agrello Account will be associated with the email you provide during sign up.  

You are responsible for all the activity related to your Agrello Account, and for keeping your authentication credentials confidential. If you find out that someone has used your              Agrello Account without your permission, you should report it to support@agrello.io.

If the email address associated with Agrello Account is opened for business purposes, you must use Services strictly for business purposes. If you are assigned as an employee, contractor or member of the company, you warrant that you have all the rights to represent the company and sign the electronic documents on behalf of the company. A company using Agrello Account for business purposes shall ensure that only the necessary employees, contractors and members of the company have access to Agrello Account. Agrello accepts no liability over such representation and is not responsible to control or ensure that such representation right is valid and effective. If the email address associated with Agrello Account is opened for individual purposes, the Services must be used for these purposes only.

If you use the Service for individual purposes, we assume that you are using the Services as a consumer. In cases where specific provisions are applicable to consumers, they are clearly outlined at the end of the relevant section.

To create an Agrello Account and use the Services, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, we may ask for proof of your age.

Agrello Services

Agrello provides platform to streamline contract management process, allowing users to, inter alia:

1. Create and upload contracts;
2. Sign contracts electronically and digitally;
3. Manage documents;
4. Integrate tools to automate document flow.

Agrello is not responsible or liable to determine whether any particular electronic document can be legally formed by electronic signatures.

We do not determine whether any particular transaction requires specific consent from any person concerned before using our Services nor do we control whether such consents have been withdrawn. It is your responsibility to determine whether specific consents are required to use electronic signatures.

Nothing in our Services may be construed to make Agrello a party to any electronic document processed through the Services and Agrello makes no representation or warranty regarding the transactions sought to be affected by any electronic document.

File-reading tool Agrello Codriver

As part of the Services, we provide file-reading tool based on artificial intelligence and machine learning service provided by a third party service provider OpenAI, L.L.C. (“Agrello Codriver”).  

To use Agrello Codriver, you may submit information, documents, texts, or other materials of any kind, and receive output generated and returned by Agrello Codriver based on the input (“Output”). We do not use your input or Output to develop or improve Agrello Codriver or our other Services.

Output generated by Agrello Codriver should be used for informational purposes only and you should independently verify any critical information, including using human review of the Output. Output is not a substitute for professional advice or expertise.

Please note that Agrello Codriver is offered as white label solution and is subject to the terms and conditions of OpenAI, L.L.C. We encourage you to review OpenAI’s terms and conditions and privacy policy for further information on their data collection, usage, and protection practices.

AI and machine learning are rapidly evolving fields of study. We are constantly working to improve Agrello Codriver to make it more accurate and beneficial. However, there may be errors, omissions, or inaccuracies in the Output. We would be grateful if you could report such instances at support@agrello.io to help improve the Agrello Codriver's performance.

Free trial

A free trial version of the Services is available for 14 days for individuals using the Services first time (the “Free Trial”). During Free Trial you will be able to ensure that Services are in conformity with your needs. If you wish to continue to use the Services after the end of Free Trial, you must choose the suitable plan (the “Subscription Plan”). If you have not done that, Agrello will restrict your access to the Services enabling only to sign contracts electronically and digitally. After 3 years have passed since your last log-in, Agrello will delete your Agrello Account pursuant to these Terms by notifying you 30 days in advance. If your Agrello Account is deleted, you may lose all the data you have provided while using the Services. Free Trial does not apply to persons who have agreed to enter into Subscription Plan or have been issued an invoice for payment for the Subscription Plan.

Modification of services

For valid reason, Agrello may, without notice, from time to time modify the content of the Services beyond what is necessary to maintain compliance with these Terms, among others, restrict the access to the Services, change the content and scope of Services. Valid reasons for modifications include the necessity to adapt the Service to a new technical environment or to the number of users or address other critical operational considerations. We will notify you at least 30 days in advance of major changes that significantly affect the functionality of the Services. You will retain the right to terminate of using the Services.

While Agrello attempts to make the Services available and usable at any time, interruptions may occur. The reasons might be related to the modification of the services, maintenance or errors that might affect the use of Services. We will notify you of any foreseeable interruption (e.g. downtime) that might significantly affect the usage of Services within a reasonable time in advance. However, there might be interruptions that are beyond the control of Agrello or are not foreseeable. Agrello shall not be responsible for the aforesaid interruptions or for damage incurred as a result of such interruptions.

Conditions of use

When using our Services, you agree to use the Services only in conformity with these Terms and shall not violate any laws, contracts, intellectual property or third-party rights. You shall be solely responsible for your conduct while using the Services. Among others you undertake to refrain from the following actions:

• Providing false or misleading information to Agrello;
• Use or attempt to use another Agrello client’s account or identity;
• Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other person from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
• Develop, utilize, or disseminate any software, or interact with Agrello API in any manner, that could damage, harm, or impair the Services;
• Reverse engineer any aspect of the Services or software used for providing the Services, or do anything that might discover the source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Services;
• Attempt to circumvent any content-filtering techniques employed or attempt to access any feature or area of the Services that you are not authorised to access;
• Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorised by Agrello to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
• Use any data collected from the Services for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing, and direct marketing); or
• Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Agrello shall not be responsible for any data or documents entered by you while using the Services. You are solely responsible for data or electronic documents entered and for their correctness and legality. You can enter only data or electronic documents that do not infringe the rights or interests of Agrello or any third party.

Agrello shall have the right to remove from the Services without notice any data or documents infringing the rights or interests of Agrello or third parties or which are incompatible with public order or public morals. If Agrello has removed data or documents from the Services, you shall not have the right to re-enter the same data or documents in the Services, unless Agrello explicitly grants consent to do so.

When using our Services, you represent and warrant to Agrello that:

• You use our Services for lawful purposes only and in compliance with these Terms;
• You have all requisite rights and authority to use our Services, including when representing a company;
• You are fully responsible for your use of our Services and your Agrello Account;
• You are solely responsible for maintaining the confidentiality of your Agrello Account, names and password(s) and other data covered with confidentiality obligation;
• You agree to immediately notify us of any unauthorized use or loss of control of your Agrello Account;
• You acknowledge that we will not be liable for any losses incurred as a result of a third party's use of your Agrello Account;
• You are not and will not when using the Services be located in a territory where using the Services is prohibited.

Payment terms

Our Services are subject to prices set out on our Site (“Subscription Plan”), meaning that the prices, features, and options of the Services depend on the Subscription Plan you have selected.

We do not warrant that a particular Subscription Plan will be offered indefinitely, and we reserve the right to change the prices for or alter the features and options in a particular Subscription Plan by notifying you of any price changes at least 30 days in advance. The changed price shall apply to the next invoice after the aforesaid notification.

If you do not agree with the new price, you may cancel the Subscription Plan pursuant to these Terms and choose another Subscription Plan, or stop using the Service by deleting Agrello Account as described under Termination below.

Subscription Plans will be billed using third party payment service providers. Before initiating a payment, you are expected to read and accept the payment service provider’s terms and conditions.

By completing registration for a Subscription Plan, you explicitly authorise us and our third-party payment service provider(s) to charge on a recurring (e.g. monthly or yearly) basis for the applicable Subscription Plan charges and any and all applicable taxes, as the case may be.

The authorization continues until you cancel your Subscription Plan or your Agrello Accont is deleted under these Terms. In case you have decided to cancel the Subscription Plan, the Subscription Plan shall end as described below:

1. If you are billed monthly, at the end of the month of cancellation;
2. If you are billed yearly, at the end of the period of cancellation.

If you do not want to use a particular Subscription Plan anymore and wish to cancel the Subscription Plan you may do it any time, which will be effective immediately. You may use the Services until the end of the period you have paid in advance.

If you do not cancel the Subscription Plan, we will renew the Subscription Plan for the same term, except in case of specific term agreed separately, and will charge based on your payment information you have provided us commencing on the first day of the renewed subscription period.

If you do not pay the full price of the Subscription Plan, we may suspend your access to all or part of the Services until the payment is received in full.

You may receive or be eligible for certain discounts, features, promotions, and other benefits from time to time. Any and all such benefits are subject to specific terms and conditions and will be separately agreed.

We may also accept other payment methods disclosed on our Site. Specific terms and conditions may apply to these payment methods and you are expected to read and agree with those before completing the payment.

Security standard for processing your data

We take appropriate technical and organisational measures to ensure the confidentiality and integrity of the data managed by you in connection with the use of our Services, and to protect your data against unauthorized access, use, and disclosure, accidental or unlawful destruction or accidental loss. These technical and organisational measures include encryption to protect your data both on our servers. Only identified and authorized users can access and modify the data.

Your personal data

Your personal data will be processed by Agrello as described in our Privacy Policy.

Intellectual Property

These Terms do not grant either party any rights, implied or otherwise, to the other’s content or intellectual property, unless expressly stated otherwise in these Terms. As between Agrello and you, Agrello owns the Services, including the development, code, ideas relating to the Site, products provided by Agrello, the documentation, specifications, written instructions or explanatory material related to the installation, operation, use or maintenance of the Services and any subsequent versions thereof, available through the Site („Licensed Work“), and all improvements, modifications and derivative works thereof and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Agrello or its licensors (if applicable). Except as set forth in these Terms, Agrello does not grant any rights to the Services or Licensed Work to you. You further acknowledge that we retain all rights, title and interest in the Licensed Work including all rights to patent, copyright, trade secret.

You acknowledge and agree that the Licensed Work constitutes and contains valuable proprietary products and trade secrets of Agrello, embodying confidential information, ideas, and expressions.

You agree not to challenge, directly or indirectly, any right or interest of Agrello in the Services or Licensed Work nor the validity or enforceability of Agrello’s rights under applicable law. You agree not to directly or indirectly register, apply for registration, or attempt to acquire any legal protection for, or any proprietary rights in, the Services or Licensed Work or to take any other action which may adversely affect Agrello’s rights or interest in the Services or Licensed Work in any jurisdiction.

Agrello Account or graphics used on our Site and within our Services to identify Agrello and/or Agrello Account are registered trademarks of Agrello. The display of these trademarks does not imply that a license of any kind has been granted to you. Any downloading, re-transmission, other copying or modifications or use of the trademarks and other information contained in the Site may be a violation of applicable trademark and copyright laws.

Confidentiality

Confidential information (the “Confidential Information”) means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure.

Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.

Each party must protect Confidential Information from disclosure using the same care it uses to protect its own confidential information of like importance, but not less than reasonable care. The party employing or engaging persons having access to the Confidential Information of the other party is responsible and liable for their compliance with such confidentiality obligations.

Parties shall only disclose Confidential Information to each other if it is necessary to do so. Notwithstanding the foregoing, if a party receiving Confidential Information becomes, under lawful process, subject to a demand for discovery or disclosure of such information, it must give the owner of the Confidential Information notice of the demand prior to furnishing the requested information and must, upon the request of and at the expense of the owner of the Confidential Information, cooperate with such party in seeking reasonable arrangements to protect the confidential nature of such information. Both parties acknowledge that, in the event of a breach of its obligations regarding the confidentiality obligation, the non-breaching party may bring an appropriate legal action against the other party.

Disclaimers and no warranty

Agrello Services and Site are provided “as is” and “as available” without warranty of any kind, whether expressed or implied, including an implied warranties of merchantability and fitness for a particular purpose.

Agrello and its respective officers, directors, employees, members, shareholders, agents, affiliates, subsidiaries, and licensors (the “Parties”) do not warrant or give any other assurance that the content or functionalities of the Services will meet your requirements. To the extent that the operation of the Services depends on factors outside of our reasonable control, we do not warrant or give any other assurance that the operation of the Services will be uninterrupted or error-free.

The Parties make no additional representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever.

Agrello is not responsible for the availability and quality of services of third parties (such as Mobile-ID, Smart-ID, other electronic signature services or other service providers). Agrello will not be liable or responsible for any failure to perform or any delay in performance of any of our obligations under these Terms that is caused by any other act or event beyond our reasonable control, including non-availability of the Service caused by the unavailability of third-party Services (as described above), network problems or outages.

The Parties do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, and the Parties will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. You are solely responsible for all of your communications and interactions with other persons with whom you communicate or interact as a result of your use of the Services.

The entire risk as to the quality, accuracy, adequacy, completeness, currency, correctness, or validity of any information, material or content provided by you through the Services rests with you.

The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

Indemnities

You must defend, indemnify and hold harmless Agrello against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connections with your use of the Services that violates these Terms.

Agrello must defend you against any claim that the Services infringes or misappropriate the intellectual property rights of a third party and must indemnify you against any amount awarded against you in judgment or settlement of the claim, if:

1. You notify Agrello promptly of any relevant claim;
2. You cooperate reasonably with Agrello, at Agrello’s expense, in the defense and settlement of any relevant claim; and
3. You give Agrello sole authority to defend or settle any relevant claim.

Liability

To the fullest extent permitted by the mandatory provisions of applicable law, in no event shall Agrello or any of its employees or officers be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages of any kind (including, but not limited to, loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets or securities, or damages for business interruption) arising out of or in any way related to the access or use of the Services or otherwise related to these Terms (including, but not limited to, any damages caused by or resulting from reliance by the client on any information obtained from Agrello or from mistakes, omissions, interruptions, deletions of files or emails, errors, defects, bugs, viruses, trojan horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Agrello’s records, programs or systems), regardless of the form of action, whether based in contract, tort, strict product liability or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

To the fullest extent permitted by applicable law, in no event shall the maximum aggregate liability of Agrello arising out of or in any way related to these Terms, the access to and use of the Services and materials or any products or Services purchased from Agrello exceed the amount you have paid to Agrello in connection with the event giving rise to such liability. If nothing was paid, we will not compensate any losses except for damages caused intentionally or due to gross negligence.

Termination

These Terms shall remain in full force and effect unless terminated in accordance with the provisions of this section.

You may terminate the relationship with us by deleting your Agrello Account at any time provided that all fees (whether or not earned, invoiced or due) have been paid in full. Please note that if you choose to delete your Agrello Account, data related to your Agrello Account will be immediately deleted, as described below in this section.

Terminating the relationship will not relieve you of any obligation to pay Agrello any amount contracted under the Subscription Plan prior to the termination date. For example, if you choose to end your relationship with Agrello before the 12-month subscription term is over, you will not be eligible for a refund of the fee you have paid for the 12-month subscription term.

We have the right to immediately terminate the Services, delete your Agrello Account and display a respective notice to you if you have breached these Terms.

We have the right to restrict access to the Services, enabling only to sign contracts electronically and digitally, and display a respective notice to you in the following circumstances:

• You have not chosen the suitable Subscription Plan after the end of Free Trial;
• You have terminated your Subscription Plan or otherwise unable to pay your invoices under the Subscription Plan;
• You are declared or it is acknowledged that you are insolvent or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from your creditors.

You have a right to download all the data you have stored or have access to during usage of our Services. If you have not used our Services for 3 years after your last log-in, Agrello will delete your Agrello Account by notifying you 30 days in advance.

When Agrello Account is deleted, you will lose the right to access your data, the electronic documents, authentication credentials, device associations, identity certificates and Subscription Plan related to that Agrello Account are deleted, except the data that is needed to provide Services to other Agrello clients, comply with the law, maintain the Service consistency and that is necessary to protect or legal claims until our purpose to do so is exhausted.

We may retain metadata associated with the Services for as long as we have a business purpose to do so.

General Provisions

These Terms are the entire agreement between you and Agrello supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Agrello reserves the right to change, modify, add, or remove the Terms at its sole discretion, by posting new Terms to Agrello’s website and notifying you via email or through Services. You will retain the right to terminate of using the Services. After such changes have been posted, the continues use of Agrello Services is constituted your acceptance of such changes. Terms will become effective and binding on the next business day after it is posted.  

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

You may not assign your rights or obligations under these Terms without our prior written consent. If consent is given, these Terms will bind your successors and assigns.

Agrello may freely assign its rights, duties, and obligations under these Terms.

Failure to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Services will be effective only if it is in writing and sent using via our Services, to info@agrello.io, or to support@agrello.io.

These Terms are subject to the legislation and jurisdiction of Estonia. If you are a consumer, you may also resort to the mandatory provisions of the law enforced in the jurisdiction of your residence.

Consumer can rely, upon non-compliance of Services with these Terms, on the legal remedies provided by law, e.g. require performance of the obligation, demand compensation for damage, terminate the contract, reduce the price.

Dispute resolution

Best efforts shall be used to resolve any dispute, controversy or claim arising out of or relating to these Terms, including breach, termination or invalidity, in amicable negotiations.

In case the dispute cannot be solved the competent institution for settling the dispute shall be Harju County Court.

The following terms apply to consumers:

The governing law and jurisdiction indicated above is without prejudice to the application of provisions of the consumer's country of residence in the EU, which cannot be deviated from by agreement.

In case the dispute cannot be solved with a consumer, the consumer shall have a right to turn to the Estonian Consumer Protection and Technical Regulatory Authority (address Endla 10a, Tallinn 10142; e-mail info@ttja.ee).

In case of cross-border dispute, the consumer may use internet-based dispute resolution platform http://ec.europa.eu/odr.

Contact

You can contact us by sending us an email to support@agrello.io.

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