Terms of Use
Effective Date: June 10, 2024
These Terms of Use (“Terms”) constitute an agreement between you (“User”/”You”) and Noble Research Institute, LLC (“Institute”) for use of Institute’s website, mobile applications, agricultural technology tools, portals, platforms, programs, educational events, products, or other services (collectively, “Services”). By using the Services and providing Institute with information, you agree to these Terms and the Privacy Notice, which is incorporated into and made a part of these Terms. You acknowledge that you have read, understand, and agree to be bound by these Terms and the Privacy Notice. If you do not agree with any of these Terms or the Privacy Notice, you may not use the Services.
Institute may change these Terms at any time without prior notice by posting any changes on the Institute website. You are responsible for periodically visiting the Institute website and these Terms to check for any changes. Your continued use of the Services following any changes is acceptance by you to any change in these Terms. Certain Services may have unique terms applicable to that Service. In case of any conflict between these Terms and any unique terms applicable to a Service, the unique terms shall govern. The Services are not intended for use by children. By using the Services, you certify that you are at least 18 years old, or if you are under 18 years old, that your parent or legal guardian has accepted these Terms and the Privacy Notice on your behalf. Institute reserves the right to refuse Services to anyone for any reason at any time.
Registration
Certain Services offered by Institute may require you to register and create a login username and password. You warrant that any registration details you provide are accurate, complete, and will be kept current. Your username must not violate any law or the intellectual property rights of others or be offensive. Your login credentials are user-specific and must remain confidential. You shall not permit another person to use your login credentials. You are solely responsible for any activity that occurs under the use of your login credentials, whether or not authorized by you. Institute has the right to terminate your access to Services without refund or other compensation if you allow another person to use your credentials. You shall immediately notify the Institute in the case of any unauthorized access or breach of login credentials.
Services
Subject to these Terms, Institute grants you a limited, revocable, nonexclusive, nontransferable right to access and use the Services during the applicable term (if any). You shall use the Services only for lawful purposes and only for your own personal use. No other use is permitted unless otherwise expressly permitted, in writing, by Institute. You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, or make any other non-private use of any of the content obtained from the Services. You shall not use the Services to transmit, post, download, distribute, copy, display publicly, or store material (i) that is unlawful, libelous, obscene, offensive, threatening, defamatory, abusive, or hateful; (ii) in a manner that will infringe the copyright, patent, trademark, trade secret, or other intellectual property rights of others, or violate the privacy or publicity or other personal rights of others; (iii) in violation of any applicable law or regulation; (iv) that is false, inaccurate, or not your own ; or (v) that is inconsistent with these Terms.
Institute reserves the right to upgrade, update, correct, or discontinue any aspect or feature of the Services, in whole or in part, at any time. Except as expressly provided below, Services are nonrefundable.
Membership/Subscription Services
Institute provides both online and in-person Services. To the extent Services are provided through your purchase of a membership/subscription, such memberships/subscriptions shall be prepaid, nontransferable and nonrefundable. If you sign up for a paid membership/subscription license, you will be billed immediately for the first month of access to the Services. If the membership/subscription license is a monthly plan, you will be billed on the 30th day after the applicable Services commence. If the membership/subscription license is an annual plan, you will be billed on the anniversary date that the membership/subscription license commenced. If you cancel your membership/subscription prior to the end of the term, you are not entitled to a refund for any prepaid amounts; however, you will be able to continue to use the license until it expires. The term of any membership/subscription license will be as identified in the membership/subscription registration form and, unless specified otherwise, will automatically renew at the end of each monthly or annual term, as applicable, unless you provide Institute written notice of nonrenewal at least thirty (30) days prior to the end of the current term. Notice of nonrenewal may be sent here.
Term and Termination
Your rights to use the Services shall be effective upon either of the following: (i) the date you accept these Terms and use any of our Services; or (ii) the date indicated on the registration form for the specific Service. The expiration date of any Service term shall also be as indicated on the registration form or until you send notice to Institute that you are ceasing use of such Service. Institute, in its sole discretion, has the right to suspend or terminate your Services and your access to the Services, for any reason at any time, including, without limitation, for any violation of these Terms. The provisions of these Terms, that by their nature extend beyond termination, shall survive and remain in full force.
Payment
Fees for Services, as applicable, will be paid in accordance with the payment terms stated in the registration form for your Services. For Services that require payment by credit card, you authorize Institute to charge your credit card upon receipt of credit card information from you and for membership/subscription renewals. Invoiced Services are payable Net 30 days. You agree to promptly notify Institute in writing of any changes to your billing information during any term. Failure to do so may result in termination of your rights to the Services and/or cancellation of your membership/subscription. Institute reserves the right to correct any billing errors or mistakes that Institute identifies in your registration form or after a payment is received. You agree to pay or reimburse Institute for all federal, state, and local taxes, including sales, use, or similar transaction taxes imposed on your purchase of Services. All taxes payable by you will be separately stated and exclusive of the fees for Services. Amounts due to Institute from you shall not be withheld or offset against amounts due or alleged to be due to you from Institute. Except where prohibited by law, Institute may charge a late fee of one and one-half percent (1.5%) per month, 18% per annum on past due amounts. In any dispute involving monies owed to Institute, Institute shall be entitled to all costs of collection, including reasonable attorney’s fees and interest.
Refunds/Credits
You may cancel a membership/subscription within seventy-two (72) hours of your initial registration for a full refund. However, if you access any Services associated with your membership/subscription during that seventy-two (72) hour window, you waive your right to a refund.
You may cancel your registration for any live (in-person or online) Services up to ten (10) business days prior to the Services for a full refund. If you cancel your registration for such Services after that date, Institute will issue you a credit of the amount paid for the Service to be used toward alternative Services. All credits shall expire twelve (12) months following the date of issue.
Security
You are prohibited from violating or attempting to breach any security or authentication measures associated with the Services, including, without limitation:
1. Disclosing your password to a third party;
2. Failing to notify Institute if your account is compromised;
3. Using someone else’s account or accessing data that you are not authorized to access;
4. Forging any TCP/IP packet header or any part of the header information in any email or peer network posting;
5. Attempting to probe, scan, or test the vulnerability of the networks or systems associated with delivery of the Services without proper authorization to conduct such security-related testing;
6. Attempting to interfere with the function of the Services, networks, or systems, including, without limitation, submitting a virus, overloading, flooding, crashing, mailbombing, or sending unsolicited email or messages, including promotions and/or advertising of products or services;
7. Deploying to the networks or systems associated with delivery of the Services, any robot, spider, site search/retrieval application, or other application designed to retrieve, index, or data mine information; or
8. Hijacking all or any part of the networks or systems associated with delivery of the Services, deleting, or changing any Services or their content, deploying pop-up messages or advertising, running, or displaying the Services or their content in frames or through similar means on another forum.
Institute has absolute discretion to determine if any use violates these rules, and to act as Institute deems appropriate in the event of any violation, up to and including termination of your rights to Services. Violations of security measures may also result in civil or criminal liability. Institute will investigate occurrences which may involve such violations and may cooperate with law enforcement authorities in identifying and prosecuting users who are involved in such violations. Institute may at any time suspend your access to the Services and revoke all rights granted to you under these Terms without prior notice to you.
Proprietary Rights
Institute is the owner of all right, title, and interest in the Services and their content, including, without limitation, all text, graphics, code, images, video, course materials, patents, copyrights, trademarks, service marks, trade dress, trade names, and any and all other intellectual property, whether protectable or not and whether now known or hereafter existing, and all of the goodwill therein (collectively “Intellectual Property”). Unless otherwise expressly noted in these Terms, your use of the Services does not transfer any title or ownership rights in the Services or their content. Full title and ownership rights in the Services and their content remains the exclusive property of Institute. The Services are for your private use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, or make any other non-private use of any of the content obtained from the Services.
Warranty and Liability Disclaimer
THE SERVICES AND THEIR CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, OR IMPLIED REGARDING THE ACCURACY, ADEQUACY, VALIDITY, RELIABILITY, SUITABILITY, AVAILABILITY, OR COMPLETENESS OF ANY INFORMATION. YOUR USE OF THE SERVICES MAY BE SUBJECT TO INTERRUPTIONS AND ERRORS. INSTITUTE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND THEIR CONTENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THEIR CONTENT, OR WITH ANY OF
THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND THEIR CONTENT. NOTWITHSTANDING THE FOREGOING, INSTITUTE RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO OFFER CREDIT TOWARD ALTERNATIVE SERVICES FOR ANY PORTION OF THE SERVICES THAT INSTITUTE DEEMS WARRANTED.
YOU ASSUME ALL RESPONSIBILITY FOR ANY USE OF ANY SERVICES AND THEIR CONTENT. IN NO EVENT SHALL INSTITUTE, ITS MEMBER (AND THE DIRECTORS THEREOF), OFFICERS, EMPLOYEES, AGENTS, LICENSEES, LICENSORS, CONTRIBUTORS, FOUNDERS OR ADVISORS, OR ANY OTHER PERSON WHO HAS BEEN INVOLVED IN THE CREATION OR PRODUCTION OF THE SERVICES OR THEIR CONTENT (COLLECTIVELY, “RELEASED PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF THE USE OF, THE INABILITY TO USE, OR ERRORS, OMISSIONS, INTERRUPTIONS OR OTHER INACCURACIES IN, THE SERVICES OR THEIR CONTENT, EVEN IF A RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL A RELEASED PARTY BE LIABLE FOR ANY CLAIMS ARISING OUT OF THE USE OF THE SERVICES OR THEIR CONTENT. THIS LIMITATION OF LIABILITY APPLIES TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, IN THE EVENT INSTITUTE IS FOUND LIABLE FOR ANY DAMAGES BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT SHALL SUCH AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
Indemnification
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, damages, costs, and expenses, including reasonable attorneys’ fees, brought by a third-party arising from or related to your use of the Services, your User-Generated Content (as defined in the Privacy Notice), your violation of these Terms or applicable law, or your violation of any third-party intellectual property or privacy rights. Institute shall defend, indemnify, and hold you harmless from and against any claims, damages, costs, and expenses, including reasonable attorneys’ fees, brought by a third-party alleging that your use of the Services in accordance with these Terms infringes any third-party intellectual property rights. The indemnifying party’s obligations are contingent upon the indemnified party: (i) providing timely written notice of the claim to the indemnifying party and (ii) providing the indemnifying party, at its expense, all reasonable assistance in defense of the claim. Institute shall have sole control of the defense in any indemnification preceding.
Force Majeure
Neither party shall be liable for lack of performance of its obligations if such performance is prevented, hindered, or delayed, directly or indirectly by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other cause that is beyond a Party’s reasonable control (each a “Force Majeure Event”). In the event of a delay in performance due to such Force Majeure Event and subject to the requirements of this paragraph, the time for performance will be extended by a period of time necessary to overcome the effect of such delay, and the other Party will not be entitled to refuse performance or otherwise be relieved of any of its obligations. Notwithstanding the foregoing, upon occurrence of a Force Majeure Event, the affected party shall promptly notify the other party of the occurrence of such Force Majeure Event, its effect on performance, and how long the affected party expects it to last. Thereafter, the affected party shall update the other party as reasonably necessary. During a Force Majeure Event (or the subsequent suspension of activity), the affected party shall use reasonable efforts to limit damages to the other party and to resume its performance as soon as practicable.
Governing Law and Dispute Resolution
Any dispute arising under or relating to these Terms or Institute Services shall be governed exclusively by the laws of the State of Oklahoma, without regard to conflicts of law principles. The parties will attempt in good faith to resolve promptly any dispute arising under or relating to these Terms or Services through negotiations between party-representatives who have authority to settle the controversy. If unsuccessful, all claims and disputes can be litigated only in the state court in Carter County, Oklahoma or federal court in Oklahoma County, Oklahoma, and you agree to personal jurisdiction in those courts.
General
These Terms, the Privacy Notice, any registration forms referencing these Terms, and any unique terms applicable to individual Services constitute the entire agreement between you and the Institute regarding use of the Services. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision. If any part of these Terms, the Privacy Notice, or the unique terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. If you fail to comply with the Terms, Institute may terminate your access to the Services and revoke all rights granted to you under the Terms. The provisions of these Terms, that by their nature extend beyond termination, shall survive and remain in full force.