This Agreement is between the End User (also known as "User", "You", or "Subscriber") and Trilogy Networks, Inc. (also known as "Trilogy").

• "System" refers to the products you have purchased from Trilogy Networks.
• "Services" refers to the services you have selected to receive from Trilogy, including the System, Application, which is software or subscription services that can be downloaded to your smartphone, sensors, controls, devices, tablet, or other connected device. The Application allows you to access Services remotely. The Services also include customer support provided by Trilogy.
• "Premises" refers to the location where the System is located.
• “Party” means Trilogy or You.
• “Parties” refers to both Trilogy and You.
• “You” refers to any person or entity who accesses or uses the Services, including any person or entity who creates an account and accepts this Agreement, and any person granted access to the Services by You

Important information

• Please read these terms and conditions carefully before purchasing or using any of the Services.
• This Agreement contains important disclaimers, limitations of liability, and indemnity obligations that apply to the Services.
• By purchasing or using any of the Services, you agree to be bound by this Agreement, including the disclaimers, limitations of liability, and indemnity obligations.
• The FarmGrid Privacy Policy is incorporated by reference into this Agreement.
• You can print this Agreement by clicking the print button on your Internet browser.

End User License

• Trilogy grants you a non-exclusive, non-transferable license to access and use the Services by using the Application to control and manage the Services you are authorized to receive.
• You agree to keep confidential all information available on the Application and all passwords relating to the Application or access thereto.
• You will be solely responsible for information you deliver, delete or modify.
• Trilogy may from time to time develop Updates to improve the performance of the Services or the Application. You consent to this automatic update.
• If you fail to install any Updates provided by Trilogy, your access to the Application and the Services may be terminated.
• Third-party software components may be included in the Services. The terms of the license covering any Third-Party Component will apply to such Third-Party Component instead of the terms of this Agreement.

Term & Termination

• This Agreement will continue until it is terminated by either Party.
• Either Party may terminate this Agreement for any reason or no reason, by giving written notice to the other party.
• The Subscriber may terminate this Agreement by:
  • Mailing a letter to Trilogy's principal place of business, or
  • Calling Trilogy Customer Support at 1-425-241-0309 and following the instructions provided.
• Trilogy may terminate this Agreement by sending an email to the Subscriber's email address on file with Trilogy.
• The termination will be effective on the date the notice is received by the other Party.
• After the termination, Trilogy will have no further obligation to the Subscriber and the Subscriber will have no further obligation to Trilogy, except for the following:
  • The Subscriber must pay any outstanding charges for services rendered.
  • The Subscriber must comply with the terms of this Agreement.
• Trilogy will refund any unearned service charges for the full calendar month following the termination.
• Trilogy will not refund any unearned service charges for any partial calendar month following the termination.
• There are no termination fees.
• Trilogy may delete any data stored by us when (i) any subscription period that applies to your account expires, (ii) this Agreement is terminated or expires or (iii) you deliver a written request. Notwithstanding anything contained herein to the contrary, Trilogy is not responsible for any change to or loss of any data.

Payment for Services

• You must pay Trilogy the periodic System and Subscription charges in advance.
• The Subscriber authorizes Trilogy to charge their credit or debit card for the periodic service charge (which can be monthly, quarterly, or annually) when it is due.
• If the charges are declined, Trilogy will resubmit the charges for approval and notify the Subscriber of the declined charges by email. 
• If the charges are not approved and the Subscriber does not make payment, Trilogy may, in its sole discretion, discontinue services without notice at or after the end of the 10-day period.
• If the Subscriber does not pay any charges when due, Trilogy may, in its sole discretion, terminate this Agreement and/or discontinue services without notice.

Use of Subcontractors

• FarmGrid may, in its sole discretion, subcontract with third parties to provide any of the Services under this Agreement.
• The provisions of this Agreement will inure to the benefit of and be binding on (i) any subcontractors engaged to provide any of the Services to you, including, but not limited to any installation and monitoring services; and (ii) each of the Trilogy Parties (and any providers of Third-Party Products and Services, if any and solely as applicable).
• You authorize Trilogy to act as your agent for purposes of working with, or providing any directions to, any subcontractors with respect to the provision of the Services.
• You authorize Trilogy to share your personal information with its subcontractors or Third Parties for the purpose of providing Services under this Agreement.

Updates to System and Services

• Trilogy will make regular updates to certain critical product, component, and/or software updates or replacements to maintain reliable performance of your System.
• If Trilogy determines, in its sole and reasonable discretion, decides to make such updates, during your subscription for any Services, You agree to take reasonable steps and follow provided instructions to effectuate such critical updates and replacements, and to cooperate as reasonably requested to help schedule, coordinate, or arrange for such critical updates and replacements to be installed, delivered, or implemented. 
• Such critical updates and replacements may include replacements of device batteries, replacement of components, update of firmware and software to sensors, and other devices.

Disclaimers

• Trilogy does not warrant that the Services will be uninterrupted, error-free, or secure.
• Trilogy is not responsible for any loss or damage caused by your use of the Services, including any loss of data, profits, or goodwill.
• You are responsible for using the Services in a safe and responsible manner.

Limitations of Liability

• By agreeing to this Agreement, You are releasing Trilogy, its affiliates, directors, officers, shareholders, employees, subcontractors, agents, and representatives (collectively, the "Trilogy Parties"), together with any providers of third-party products and services, from all liability arising out of or in connection with, due to, or caused in whole or in part by any covered claim.
• Trilogy's liability for any loss or damage arising out of or in connection with this Agreement is limited to the amount you have paid for the Services.
• Trilogy will not be responsible or liable for any direct, indirect, special, incidental, or consequential damages, including without limitation, personal injury, deaths, damages to property, lost profits, even if Trilogy has been advised of the possibility of such damages.
• This limitation is cumulative and will not be increased by the existence of more than one incident or claim.
• Trilogy disclaims all liability of any kind of Trilogy licensors and suppliers.
• Trilogy and you acknowledge and agree that it is impractical and extremely difficult to determine the actual damages, if any, that may result from a failure by Trilogy to perform any of its obligations.

NO WARRANTIES. THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND TRILOGY AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

Indemnity

• You agree to indemnify and hold Trilogy, its affiliates, directors, officers, shareholders, employees, subcontractors, agents, and representatives (collectively, the "Trilogy Parties"), together with any providers of third-party products and services harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of the Services.

Binding Arbitration

• Any dispute, controversy, or claim arising out of or relating to this Agreementor the breach thereof, shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
• The arbitration will be conducted in accordance with the rules of the American Arbitration Association.
• The arbitration shall be held in Dover, Delaware and shall be conducted by a single arbitrator.
• The cost of arbitration shall be borne by the respective Parties.
• The parties agree to abide by the arbitrator's decision, which shall be final and binding.
• The arbitrator shall have the power to award all relief that would be available in a court of law, including but not limited to damages, injunctions, and specific performance. 

Privacy policy

• The FarmGrid Privacy Policy applies to the collection, use, and disclosure of your personal information by Trilogy.
• You can read the Privacy Policy at here.

• You are entirely responsible for maintaining the confidentiality of your Account information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account, two-factor authentication and to maintain your password securely to prevent others from gaining access without your permission.
• You agree to immediately notify Trilogy of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.
• Trilogy is not liable for any loss or damage arising from your failure to comply with the above requirements.
• If you contact Trilogy’s customer service, you agree to the following:
• You agree to the means by which the contact was initiated. This could be through a phone call, email, live chat, or any other method that Trilogy uses.
• You agree to Trilogy contacting you through any of the means that it makes available, using the contact information you have provided in your account. This could include one-way or two-way video calls, whether made available through your mobile device, the FarmGrid app, or any other website or mobile interface.
• Trilogy will not charge you any additional fees to deliver or receive customer support services. However, your wireless service provider may charge you for airtime or data usage associated with these calls or video chats. Please check with your wireless carrier if you have any questions about your wireless plan.

Other

• If You default under this Agreement, You shall pay Trilogy for all losses in enforcing its rights under this Agreement.
• This Agreement shall become binding on Trilogy only after the commencement of any Services.
• This Agreement shall be governed by and construed according to the laws of Delaware without reference to its conflicts of law rules. The interpretation of this Agreement shall not be construed against the drafter.
• You may not assign this Agreement. Trilogy may assign all or any portion of this Agreement.
• Waiver of your breach of this Agreement shall not be a waiver of any subsequent breach. Trilogy’s rights under this Agreement shall be cumulative, may be exercised concurrently or consecutively and shall include all remedies available even if not referred to in this Agreement.
• If any provision of this Agreement (or any portion of this Agreement) is held to be illegal, invalid, or unenforceable, the remaining provisions of this Agreement (or such provisions as applied to any other circumstances) shall not be affected thereby and shall remain in full force and effect as valid, binding, and continuing.
• No amendment to this Agreement will be effective unless in writing and signed by both Parties.
• Trilogy may change the terms of this Agreement at any time by providing you with prior written notice of such changes on its website at www.FarmGrid.com/terms-of-service and/or via a notice delivered to you. If you do not agree to the changes, you may terminate this Agreement by providing written notice to Trilogy within 30 days of the date of the notice of changes. If you do not terminate this Agreement within 30 days, you will be deemed to have agreed to the changes.
• The section titles used herein are for convenience of the Parties only and shall not be considered in construing the provisions of this Agreement.
• All notices and other communications under this Agreement will be in writing and will be deemed to have been duly given when delivered by United States mail, postage prepaid, certified, or registered, return receipt requested or by electronic mail (e-mail) to the address on record for both Parties.