Terms of Service

Effective date: [Effective date]

These Terms of Service (“Terms”) are an agreement between SmartCrop (“we”, “us”) and the organization that uses the SmartCrop web application at app.smartcrop.com and the SmartCrop Field, SmartCrop QC and SmartCrop Asset Tracker mobile apps (together, the “Service”). By creating an account or using the Service you accept these Terms on behalf of yourself and, where applicable, the organization you work for.

If your organization has signed a separate written agreement with SmartCrop, that agreement controls where the two conflict.

1. Definitions

• Customer is the growing, packing or storage operation that has been provisioned a company workspace in the Service.
• Users are the people the Customer allows into its workspace: administrators, office staff, crew bosses, inspectors and employees who clock in with a badge.
• Customer Data is everything the Customer and its Users enter into or upload to the Service: employee records, time and piece records, payroll runs, inspections and photos, storage logs, asset records, messages and documents.

2. Accounts and access

SmartCrop provisions each Customer’s workspace and its first administrator account. There is no self-serve signup. The Customer’s administrators then create Users, assign roles and permissions, and can revoke access at any time.

Each User is responsible for keeping their password and Badge PIN private and for everything done under their credentials. Shared devices such as Kiosk Mode tablets should be logged out between shifts. Tell your administrator promptly if you believe your account has been used without permission.

The Customer is responsible for its Users’ compliance with these Terms, for keeping User access current when people join or leave, and for the accuracy of the records its Users enter.

3. Acceptable use

You may use the Service only for your organization’s legitimate operations. You agree not to:

• enter records about people without the authority to do so, or use the Service in a way that breaks employment, wage, privacy or other applicable laws;
• attempt to access another company’s data, bypass roles and permissions, or reverse-engineer, probe or overload the Service or its API;
• use the Message Center to send unsolicited, abusive or unlawful messages, or to message people who have not agreed to receive texts from your organization;
• upload malicious files, or content that infringes someone else’s rights;
• share, sell or sublicense access to the Service to third parties; or
• use scanned badge numbers or QR labels to clock in, or act as, someone other than yourself.

We may suspend a User or workspace that violates this section, and we will tell the Customer’s administrator when we do.

4. Customer Data

The Customer owns Customer Data. SmartCrop claims no ownership of it. The Customer grants SmartCrop a limited license to host, process, transmit, back up and display Customer Data solely to provide and support the Service and as described in our Privacy Policy.

The Customer is the employer and data controller for its employees’ records and is responsible for having the legal basis and notices required to collect and process them, including Social Security numbers, payroll details and phone numbers used for SMS. SmartCrop processes Customer Data on the Customer’s instructions, as set out in the Privacy Policy.

SmartCrop will not disclose Customer Data to third parties except to the service providers named in the Privacy Policy, when the law requires it, or with the Customer’s permission.

The Customer can export payroll, inspection and asset data from the Service at any time in the formats the Service provides. On termination, SmartCrop will make Customer Data available for export for a reasonable period on request, then delete it as described in the Privacy Policy.

5. Availability and changes to the Service

We work to keep the Service available and to fix problems quickly, but we do not promise uninterrupted or error-free operation, and these Terms include no service-level commitment or credits. The Service requires a network connection; the Apps do not work offline.

We may add, change or remove features. Some features may be offered as previews and may be changed or withdrawn without notice. We will give reasonable notice of changes that materially reduce the Service.

The Customer is responsible for reviewing outputs of the Service, including payroll files and inspection results, before relying on them. The Service records what Users enter; it does not verify wage-and-hour compliance, and it does not replace the Customer’s payroll provider, accountant or legal advisers.

6. Mobile apps and app stores

The Apps are distributed through the Apple App Store and Google Play. Your use of an App is also subject to the store’s terms. Apple and Google are not parties to these Terms, have no obligation to provide support or maintenance for the Apps, and are not responsible for any claim relating to them. Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the iOS Apps and may enforce them against you.

SmartCrop grants you a limited, non-transferable license to install and use the Apps on devices you own or control, for use with your organization’s SmartCrop workspace only.

7. Intellectual property

The Service, the Apps, and their design, code, documentation and trademarks belong to SmartCrop and its licensors. Except for the licenses stated in these Terms, no rights are granted. Feedback you give us about the Service may be used by us without obligation to you.

8. Fees

Fees, if any, are set out in the Customer’s written agreement or order with SmartCrop. These Terms do not by themselves create a payment obligation.

9. Termination

The Customer may stop using the Service at any time by notifying us at support@smartcrop.com, subject to any term in its written agreement.

We may suspend or terminate access if the Customer materially breaches these Terms and does not cure the breach within thirty days of notice, if the law requires it, or if continued service would create a security or legal risk. We may terminate for convenience with at least sixty days’ notice.

On termination, access ends, and Sections 4 (Customer Data export and deletion), 7, 10, 11 and 12 continue to apply.

10. Disclaimer of warranties

The Service is provided “as is” and “as available”. To the fullest extent permitted by law, SmartCrop disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, and does not warrant that the Service will meet your requirements or be free of errors.

11. Limitation of liability

To the fullest extent permitted by law:

• SmartCrop is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost data or business interruption, arising from or related to the Service or these Terms, even if advised of the possibility.
• SmartCrop’s total liability arising from or related to the Service or these Terms will not exceed the amount the Customer paid to SmartCrop for the Service in the twelve months before the event giving rise to the claim, or one hundred US dollars if no fees were paid.

These limits do not apply to a party’s liability for gross negligence, willful misconduct, or anything that cannot be limited under applicable law.

12. Indemnity

The Customer will defend and indemnify SmartCrop against third-party claims arising from Customer Data, the Customer’s use of the Service in violation of these Terms or the law, or the Customer’s employment practices.

13. Governing law and disputes

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-law rules. Any dispute that cannot be resolved informally will be brought in the state or federal courts located in Washington State, and both parties consent to their jurisdiction. Before filing, the parties will make a good-faith attempt to resolve the dispute by discussion for at least thirty days.

14. Changes to these Terms

We may update these Terms. We will post the updated version at smartcrop.com/terms with a new effective date and notify Customer administrators by email at least thirty days before material changes take effect. Continued use of the Service after the effective date means you accept the updated Terms.

15. General

These Terms, the Privacy Policy and any written agreement between the Customer and SmartCrop are the entire agreement about the Service. If any part is found unenforceable, the rest remains in effect. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all its assets. Neither party is liable for delays caused by events outside its reasonable control.

16. Contact

SmartCrop support@smartcrop.com