"License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 7 of this document.
"Licensor" shall mean the copyright owner or individual/entity authorized by the copyright owner that is granting the License.
"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means: (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise; or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
“Digital Content” shall mean any digitally stored data including, but not limited to, information that is digitally broadcast, streamed or contained in computer files.
"Digital Resource" shall mean Digital Content developed by AgGateway for the purpose of assisting organizations with implementing electronic connectivity between systems and devices within their own organization or between an organization and third parties including, but not limited to, standards, guidelines, communication tools, project management tools and implementation tools.
"Derivative Works" shall mean any work that is based on (or derived from) a Digital Resource and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this definition, “Derivative Works” does not include implementation by licensees of the Digital Resource.
“Normative Part” shall mean the structure definitions and data type definitions expressed in XML Schemas, JSON Schemas, and API specifications, or any other content AgGateway designates as normative.
“Primary Licensee” means an individual or Legal Entity who legally acquired a license for a Digital Resource from AgGateway.
“Secondary Licensee” means an individual or Legal Entity who legally acquired a license for a Digital Resource or Derived Work from a Primary Licensee.
Subject to the terms and conditions of this License, Licensor hereby grants a Primary Licensee a worldwide, non-exclusive, no-charge, royalty-free irrevocable license to use, reproduce, prepare Derivative Works (that do not conflict with any Normative Part of the Digital Resource), and display the Digital Resource. While the Primary Licensee is a member of AgGateway, Licensor grants license to distribute the Digital Resource. A Primary Licensee, while a member in good standing of AgGateway, may grant a Secondary Licensee a worldwide, non-exclusive, no-charge, royalty-free, irrevocable license to use the Digital Resource but not to reproduce, prepare Derivative Works, display, or distribute the Digital Resource.
A Primary Licensee may reproduce and distribute copies of the Digital Resource, or Derivative Works thereof, in any medium, with or without modifications, provided that the Primary Licensee meets the following conditions: (i) the distribution is required to enable integration activity with a Secondary Licensee; (ii) access to the Digital Resource or Derivative Work is authorized for authenticated users only; (iii) the Primary Licensee must give the Secondary Licensee a copy of this License in its entirety or provide a link to the License (to which the Secondary Licensee agrees to be bound); (iv) the Primary Licensee must retain attribution and license inclusion of the Digital Resource as acquired; and (v) for Derivative Works, the Primary Licensee must provide attribution and license inclusion as close as practicable to that which was acquired with the Digital Resource. No attribution or license information is required for on-screen displays (e.g., a user-interface in a browser-based application) but use of the Digital Resource name (e.g., “Notify Shipment,” “Crop Protection Product Identification Implementation Guidelines,” “Ag eStandards Invoice”) is encouraged. Where the AgGateway license is impractical to include in its entirety, the Primary Licensee may use the following statement: “AgGateway licenses this file according to the license agreement at https://aggateway-license.s3.amazonaws.com/AgGateway_License_2023-08-04.pdf.”
This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Digital Resource.
Unless required by applicable law or agreed to in writing, Licensor provides the Digital Resource on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. Each Primary Licensee and Secondary Licensee is solely responsible for determining the appropriateness of using the Digital Resource and assumes any risks associated with the exercise of grants under this License.
In no event and under no legal theory, whether in tort (including negligence), contract, strict liability or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Licensor be liable to a licensee for damages, including any direct, indirect, special, incidental, consequential or exemplary damages of any character arising as a result of this License or out of the use of the Digital Resource (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Licensor has been advised of the possibility of such damages.
While redistributing the Digital Resource or a Derivate Work thereof, a Primary Licensee may choose to offer warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, a Primary Licensee may act only on its own behalf, not on behalf of Licensor, and only if the Primary Licensee agrees to indemnify, defend, and hold Licensor harmless for any liability incurred by, or claims asserted against, Licensor by reason of extending any such warranty or additional liability.