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.

  • 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.
  • Documentation” means BarnTools’ end-user documentation relating to the Services or the API available at https://barntools-t-api.azurewebsites.net/swagger/index.html.

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.

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.

5. 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.

6. 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.

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.

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