Terms of Use

  1. Barntools TERMS OF USE

    Last Updated: April 28, 2020

    1. Acceptance of Terms of Use. These terms of use (“Terms of Use”) are entered into by and between you (the “Customer”) and BarnTools, LLC, an Iowa limited liability company with offices located at PO Box 71066 Clive, IA 50325 (“BarnTools”).  These terms, together with any documents expressly incorporated herein by reference, govern your access to and use of https://barntools.com/ the (“Website”). It is important for you to read these Terms of Use carefully. If you do not agree to these Terms of Use, you are not authorized to access or otherwise use the Services.
    2. Change of Terms of Use. BarnTools may revise or update these Terms of Use from time to time in its sole discretion.  If we update these Terms of Use, you will be prohibited from further access or use of the Services unless and until you agree to be bound by such revisions or updates.
    3. Definitions. The following terms used herein shall have the following definitions:
      • 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.
      • BarnTools IP” means the Services, the 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.
      • 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.
      • Documentation” means BarnTools’ end-user documentation relating to the Services or the API available at https://barntools-t-api.azurewebsites.net/swagger/index.html.
      • Services” means the use of the Website and all services accessible therein.
      • Term” means the date of Customer’s agreement to these Terms of Use through the date that Customer’s access to the Services are terminated hereunder.
    4. Access and Use.
      • Provision of Access. Subject to and conditioned on Customer’s payment of fees and compliance with all other terms and conditions of these Terms of Use, BarnTools hereby grants Customer a non-exclusive, non-transferable right to access and use the Services, solely for use by Customer in accordance with the terms and conditions herein. BarnTools shall provide to Customer (or facilitate Customer’s ability to generate) the necessary passwords and network links or connections to allow Customer to access the Services. All information provided by Customer in connection with gaining access to the Services must be true, accurate and complete. In no event shall Customer share any login or other access information or rights with any other person; it being understood that Customer’s right to access the Website and use the Services is personal to Customer.
      • Documentation License. Subject to the terms and conditions contained in these Terms of Use, BarnTools hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
      • Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms of Use. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
      • Reservation of Rights. BarnTools reserves all rights not expressly granted to Customer in these Terms of Use. Except for the limited rights and licenses expressly granted under these Terms of Use, nothing in these Terms of Use grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the BarnTools IP.
      • Suspension. Notwithstanding anything to the contrary in these Terms of Use, BarnTools may temporarily suspend Customer’s access to any portion or all of the Services if: (i) BarnTools reasonably determines that (A) there is a threat or attack on any of the BarnTools IP; (B) Customer’s use of the BarnTools IP disrupts or poses a security risk to the BarnTools IP or to any other customer or vendor of BarnTools; (C) Customer is using the BarnTools IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) BarnTools’ provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of BarnTools has suspended or terminated BarnTools’ access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) Customer has failed to pay any amounts due to BarnTools when due.
      • BarnTools Data. Notwithstanding anything to the contrary in these Terms of Use, BarnTools may monitor Customer’s use of the Services and collect and compile BarnTools Data. As between BarnTools and Customer, all right, title, and interest in BarnTools Data, and all intellectual property rights therein, belong to and are retained solely by BarnTools. Customer acknowledges that BarnTools may compile BarnTools Data based on Customer Data input into the Services. Customer agrees that BarnTools may (i) make BarnTools Data publicly available in compliance with applicable law, and (ii) use BarnTools Data to the extent and in the manner permitted under applicable law; provided that such BarnTools Data does not identify Customer and such use complies with the then applicable privacy policy of BarnTools, which can be accessed at https://barntools.com/privacy-policy/ (the “Privacy Policy”).
      • 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.
      • General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Use. In the event that Customer becomes aware of any use of Customer’s login or other access information or rights by any person other than Customer, Customer shall immediately notify BarnTools.
      • Noncompetition. Customer agrees not to engage in Prohibited Activity within the United States of America (the “Restricted Territory”) during the terms of these Terms of Use and for 2 years thereafter. For purposes of these Terms of Use, “Prohibited Activity” is the development, sale or license to third parties, of software, the principal purpose of which is the delivery of services that are substantially similar to the Services.
      • Linking. Customer may not link to the Website without the prior written consent of BarnTools or cause any portion of the Website 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.
      • Fees. Customer shall pay BarnTools the fees (“Fees”) invoiced by BarnTools from time to time at its then posted service rates on the Website or as otherwise agreed by Customer and BarnTools. If Customer fails to make any payment when due, without limiting BarnTools’ other rights and remedies: (i) BarnTools may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse BarnTools for all reasonable costs incurred by BarnTools in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; (iii) BarnTools may terminate Customer’s access to any portion or all of the Services.
      • Taxes. All Fees and other amounts payable by Customer under these Terms of Use are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on BarnTools’ income.
      • Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of 2 years after the termination or expiration of these Terms of Use with respect to matters necessary for accurately determining amounts due hereunder. BarnTools may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by these Terms of Use, provided that if such inspection and audit reveals that Customer has underpaid BarnTools with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 7(a). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds 20% for any calendar year. Such inspection and auditing rights will extend throughout the Term of these Terms of Use and for a period of 2 years after the termination or expiration of these Terms of Use.
    8. Intellectual Property Ownership; Feedback.
      • 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.
      • Customer Data. BarnTools acknowledges that, as between BarnTools and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to BarnTools a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for BarnTools to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the BarnTools Data in accordance with the terms of these Terms of Use.
      • 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. THE SERVICES AND BARNTOOLS IP IS PROVIDED “AS IS” AND BARNTOOLS HEREBY DISCLAIMS ALL 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. BARNTOOLS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR BARNTOOLS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
    10. Indemnification. Customer shall indemnify, hold harmless, and, at BarnTools’ option, defend BarnTools from and against any losses resulting from any third-party claim that the Customer Data, or any use of the Customer Data in accordance with these Terms of Use, infringes or misappropriates such third party’s intellectual property rights, and any third-party claims based upon Customer’s: (i) negligence or willful misconduct; (ii) use of the Services in any manner not authorized by these Terms of Use, (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by BarnTools or authorized by BarnTools in writing; or (iv) modifications to the Services not made by BarnTools, provided that Customer may not settle any third-party claim against BarnTools unless BarnTools consents to such settlement, and further provided that BarnTools will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
    11. Limitations of Liability. IN NO EVENT WILL BARNTOOLS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE FOR DAMAGES UNDER THESE TERMS OF USE OR OTHERWISE IN CONNECTION WITH THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING ANY DAMAGES RELATED TO 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; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, 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.
    12. Termination.
      • General. BarnTools may terminate Customer’s access to and use of the Services, effective immediately, if Customer: (A) fails to pay any amount when due hereunder; or (B) breaches any of its obligations under these Terms of Use.  Further, BarnTools may terminate Customer’s access to and use of the Services in the event that it discontinues the public availability of the Website.
      • Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms of Use, Customer shall immediately discontinue use of the Services and, without limiting Customer’s obligations under these Terms of Use, Customer shall delete, destroy, or return all copies of the BarnTools IP and certify in writing to the BarnTools that the BarnTools IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
      • Survival. This Section 12(c) and Sections 1, 5(b), 7(c), 8, 9, 10, 11, and 13 survive any termination or expiration of these Terms of Use. No other provisions of these Terms of Use survive the expiration or earlier termination of these Terms of Use.
    13. Miscellaneous.
      • Entire Agreement. These Terms of Use, together with any other documents incorporated herein by reference, including the BarnTools privacy policy located at https://barntools.com/privacy-policy/, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms of Use and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
      • Severability. If any provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, BarnTools may modify these Terms of Use so as to effect their original intent as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
      • Governing Law; Arbitration. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Iowa. Any disputes arising hereunder or otherwise in connection with the Services shall be subject to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association.
      • 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.
      • Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under these Terms of Use other than those set forth in Section 7 would cause BarnTools irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, BarnTools will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.