Last updated: September, 2023
The following terms used herein shall have the following definitions:
(a) “BarnTools Data” means data and information related to Customer’s use of the Services that is used by BarnTools in connection with the provision and operation of the Services. For example, BarnTools Data may include but is not limited to data collected from sensors to capture propane usage.
(b) “BarnTools IP” means the Services, the Documentation, any customized development of the Services and Documentation, and any and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, BarnTools IP includes BarnTools Data and any information, data, or other content derived from BarnTools’ monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
(c) “Customer Data” means, other than BarnTools Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.
(d) “Documentation” means BarnTools’ end-user documentation relating to the Services.
(e) “Services” means the use of the Website and all services accessible therein, including not limited to the BarnTools website, website application, application programming interface, or other services available digitally associated with the BarnTools application and the BarnTalk remote monitoring system and software service, website, website application, application programming interface, or other services available digitally associated with the BarnTalk system, software, and application, and all hardware and Order Form deliverables associated with the aforementioned.
4. Access and Use.
(g) Changes. BarnTools reserves the right, in its sole discretion, to make any changes to the Services and Documentation that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of BarnTools’ services to its customers; (ii) the competitive strength of or market for BarnTools’ services; (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law.
5. Customer Responsibilities.
(c) Linking. Customer may not link to the Website or Services without the prior written consent of BarnTools or cause any portion of the Website or Services to be displayed on, or appear to be displayed by, any other site, for example, by framing, deep-linking, or in-line linking.
6. Data Backup.
Customer may, no more frequently than quarterly, request a copy of all Customer Data collected by BarnTools through the Services; however, the Services do not replace the need for Customer to maintain regular data backups or redundant data archives. IN NO EVENT SHALL BARNTOOLS HAVE ANY OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
7. Fees and Payment.
8. Intellectual Property Ownership; Publicity; Feedback.
(a) BarnTools IP. Customer acknowledges that, as between Customer and BarnTools, BarnTools owns all right, title, and interest, including all intellectual property rights, in and to the BarnTools IP and, with respect to third-party products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the third-party products.
(c) Publicity. Customer hereby authorizes BarnTools to use Customer’s name and logo for BarnTools’ marketing efforts unless and until such authorization is revoked by Customer in writing, which revocation shall be sent to .
(d) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to BarnTools by mail, email, telephone, or otherwise, suggesting or recommending changes to the BarnTools IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), BarnTools is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to BarnTools on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and BarnTools is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although BarnTools is not required to use any Feedback.
9. Warranty Disclaimer.
BarnTools, LLC (“BarnTools”) warrants to the first end user that all BarnTalk hardware components sold: (a) are compatible with the software provided by BarnTools and (b) are fit for use in connection with the software services provided by BarnTools at the time of purchase. This limited warranty applies only to BarnTalk hardware components that are properly installed, operated and maintained under industry standard conditions. Without limiting anything to the contrary herein, this warranty shall not apply to, and in no event shall BarnTools be liable for damages arising out of or resulting from, any BarnTalk hardware components which have been subjected to improper storage or application, misuse or neglect, alteration, improper handling or transport, improper installation or repair, or that have been damaged or rendered inoperable by power outage, lightning, flood, or other extreme weather events or acts of God (collectively “Uncovered Events”). For purposes of clarity and without limiting anything to the contrary herein, BarnTools shall not be held liable for damage to any animals or other livestock, or other personal objects under any circumstances. BarnTools may, at its option, offer a price discount to replace hardware that has been damaged by lightning during the term of a BarnTalk software service subscription.
BARNTOOLS’ OBLIGATION UNDER THIS WARRANTY IS LIMITED TO REPLACEMENT OF ANY BARNTALK HARDWARE COMPONENTS IF BARNTOOLS FINDS THAT THE HARDWARE COMPONENTS DO NOT CONFORM TO THIS LIMITED WARRANTY. Upon completion of the warranty determination, whether accepted or denied, returned parts become the sole property of BarnTools.
This limited warranty shall go into effect on the date of purchase of the hardware components by the first end user and will remain in effect for a period of one (1) year thereafter so long as the hardware is registered to an active monthly subscription for BarnTalk software services. In addition to and without limiting the foregoing, this limited warranty will terminate automatically upon termination of the BarnTalk software subscription linked to the BarnTalk hardware.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, ALL BARNTALK HARDWARE COMPONENTS ARE PROVIDED "AS IS" AND BARNTOOLS HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BARNTOOLS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO WARRANTY, EXPRESS OR IMPLIED, IS EXTENDED TO ANY PERSON OTHER THAN THE FIRST END USER. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, OBLIGATIONS OR WARRANTIES, EXPRESS OR IMPLIED.
IN NO EVENT WILL BARNTOOLS BE LIABLE IN CONNECTION WITH THE SALE OF BARNTALK HARDWARE COMPONENTS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; OR (d) COST OF REPLACEMENT GOODS EXCEPT AS SET FORTH IN THIS LIMITED WARRANTY, IN EACH CASE REGARDLESS OF WHETHER BARNTOOLS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BARNTOOLS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SALE UNDER ANY LEGAL OR EQUITABLE THEORY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID FOR THE BARNTALK HARDWARE COMPONENTS.
11. Limitations of Liability.
12. Term and Termination.
(d) Excessive Data Communication Fee or Disconnection. Users acknowledge and agree that any device communicating with our cloud services more frequently than twice per minute may be subject to additional data usage fees or potential disconnection from the service at our sole discretion.
(d) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of BarnTools. Any purported assignment or delegation in violation of this Section will be null and void.