Terms and Conditions Agreement for Weather Reach® Access
 
IMPORTANT-READ CAREFULLY: The following Terms and Conditions define a legal agreement between you, a User (either an individual or a single entity) and Irrisoft, Inc.; its owners and agents.  Weather Reach® Access provides an Internet connection to a computer server(s) owned and operated by Irrisoft, Inc. that stores and exchanges data with irrigation control systems including Weather Reach Controller Links ("ACCESS").  The term "ACCESS" also shall include any upgrades, modified versions or updates to the server.  BY LOGGING IN TO ACCESS, YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT.
 
1. GRANT OF LICENSE 
 
The use of ACCESS is licensed, not sold.  This AGREEMENT grants you the following rights:  Through the Internet you create one User login account defined by a User Name and Password.
 
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
 
Limitations on Reverse Engineering, Decompilation and Disassembly: You may not reverse engineer, decompile, or disassemble the ACCESS, or otherwise attempt to discover the source code of the ACCESS, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
 
Separation of Components: ACCESS is licensed as a single product.  Its component parts may not be separated.
 
TERMINATION:  Without prejudice to any other rights, Irrisoft Inc. automatically terminates this AGREEMENT if you fail to comply with the terms and conditions of this AGREEMENT.  In such event your user name and password will be disabled.
 
3. UPGRADES
 
Irrisoft, Inc. reserves the right to make changes or upgrades to ACCESS.  Such changes may be made without notice and are done solely at the discretion of Irrisoft, Inc.  
 
4. COPYRIGHT
 
All title and copyrights in and to the ACCESS (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the ACCESS), the accompanying printed materials, and any copies of the ACCESS, are owned by Irrisoft, Inc.  Copyright laws protect the ACCESS.  Therefore, you must treat the ACCESS like any other copyrighted material.  Irrisoft, Inc reserves all rights not specifically granted under this AGREEMENT.
           
5.  NO WARRANTY
 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IRRISOFT, INC. DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY AND SPECIFICALLY DISCLAIMED.  IRRISOFT, INC. DOES NOT WARRANT THAT ACCESS IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, INCLUDING BUT NOT LIMITED TO ACCURATE OR UPDATED THIRD-PARTY CONTENT.  NEITHER IRRISOFT, INC. NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS ACCESS SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH ACCESS EVEN IF IRRISOFT, INC. HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES OR CLAIMS.  IN NO EVENT SHALL IRRISOFT’S LIABILITY FOR ANY DAMAGES EVER EXCEED THE PRICE PAID FOR LICENSE TO USE ACCESS, REGARDLESS OF THE FORM OF QUALITY AND PERFORMANCE OF THE ACCESS.  THE PERSON USING THE ACCESS BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE ACCESS.
 
6. USE OF ACCESS
 
Irrigation control products, including Weather Reach Controller Links, may transmit data including settings, status and logs to ACCESS through the Internet.  Through the Internet a User may log in to ACCESS to view data delivered to ACCESS.  A User may make changes to settings and/or status to be retrieved by irrigation control products, including Weather Reach Controller Links.  A User has many selectable options to program irrigation settings.  The default values are NOT intended to be the correct and final settings.  The User must make the final determination as to the completeness and accuracy of the settings.  Irrisoft, Inc. makes NO guarantee the irrigation control settings programmed using ACCESS will meet the specific needs of the site where the irrigation control product is to be installed.
 
Data associated with ACCESS shall be stored on Irrisoft’s Server for at least 12 Months.  Upon termination of this AGREEMENT data stored on Irrisoft’s Server may be deleted.
 
The User of ACCESS understands these terms of this AGREEMENT and agrees to hold harmless Irrisoft, Inc., its owners, agents and distributors and acknowledge that this Agreement is a complete statement of the agreement between you and Irrisoft, Inc., and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions regarding the ACCESS or any related services.  This Agreement does not limit any rights that Irrisoft, Inc. may have under trade secret, copyright, patent, trademark or other laws.  The Representatives of Irrisoft, Inc. are not authorized to make modifications to this AGREEMENT, or to make any additional representations, commitments, or warranties binding on Irrisoft, Inc., other than in writing signed by an officer of Irrisoft, Inc. Accordingly, such additional statements are not binding on Irrisoft, Inc. and you should not rely upon such statements.
 
This AGREEMENT shall be governed by the laws of the State of Utah and shall insure to the benefit of Irrisoft, Inc. and any successors, administrators, heirs and assigns.  Any action or proceeding brought by either party against the other arising out of or related to this AGREEMENT shall be brought only in a STATE or FEDERAL COURT of competent jurisdiction located in Cache County, Utah.  The parties hereby consent to in personam jurisdiction of said courts.
 
7. DEFAULT OF IRRISOFT AND REMEDIES OF USER
 
User waives any defect or nonperformance in the Services furnished under this Agreement, in Contract or in tort, except arising from the gross negligence or intentional acts of Irrisoft, its agents or employees, and in any event User shall not be entitled to claim any loss of revenue or profit or any other direct, incidental or consequential damages against Irrisoft.  If User claims a default by Irrisoft, User shall give Irrisoft thirty (30) days written notice of the default and if Irrisoft fails to cure the default within the thirty (30) day period, User’s sole remedy is to cancel this Agreement and to receive a refund for any services not provided through the fault of Irrisoft but prepaid by User.
 
9. Notices
 
All notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by (a) registered or certified mail, postage prepaid, in any Post Office in the United States; (b) hand delivery; (c) overnight courier; or (d) facsimile transmission upon confirmation of receipt by the recipient.
 
                        If to Irrisoft:     
                        Irrisoft Inc.      
                        815 West 1800 North 
                        Logan, Utah 84321
 
                        If to User:
                        To address provided by the customer during account setup
 
10. Severability
 
Whenever possible, each provision of this AGREEMENT shall be interpreted in such a manner as to be effective and valid under applicable law.  If any provision of this AGREEMENT shall be held by a court of competent jurisdiction or by a duly appointed arbitrator to be invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of its invalidity or unenforceability, and the remainder of such provision and the remaining provisions of this AGREEMENT shall remain in full force and effect.
 
11. Tax
 
If any federal, state or local government tax, fee, duty, or surcharge (collectively referred to as a “Tax”) is required by applicable law to be collected from Customer by Irrisoft, then (a) Irrisoft shall bill User for such Tax, (b) User shall timely remit such Tax to Irrisoft, and (c) Irrisoft shall, where applicable, remit such collected Tax to the appropriate taxing authority.  If Irrisoft does not collect a Tax because User has provided Irrisoft with evidence of exemption, and if such as an exemption is later determined to be inadequate, then, as between Irrisoft and User, User shall be liable for such uncollected Tax and for all interest, penalties and additions to Tax which are determined to be due with respect to such uncollected Tax.
 
12. TERM
 
The term of this AGREEMENT shall be for one year and shall automatically renew thereafter for one (1) year periods unless cancelled in writing thirty (30) days prior to the end of the Term. (Term)
 
13. FEES
 
User agrees to pay to Irrisoft, without prior demand therefore and without any deduction or setoff whatsoever, the total sum given in the fees schedule provided by Irrisoft, Inc.  Payment must be made in advance for the Term of this AGREEMENT. 
 
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE ACCESS, AND YOU MUST INSTRUCT IRRISOFT, INC., IN WRITING, TO TERMINATE THE USER NAME AND PASSWORD.  THE REQUEST MUST INCLUDE THE SALES RECEIPT AND BE MADE WITHIN TEN (10) DAYS OF THE INITIAL LOG IN FOR A FULL REFUND.