Terms & Conditions

PLEASE READ THESE WEBSITE TERMS AND CONDITIONS CAREFULLY.  THESE TERMS AND CONDITIONS CONTAIN SPECIFIC DISCLAIMERS REGARDING WARRANTIES, LIABILITY, AND ARBITRATION. BY ACCESSING THIS SITE OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AS THEY MAY BE AMENDED FROM TIME TO TIME.  IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE EXIT THIS SITE IMMEDIATELY.

Thank you for visiting the website of VRAFY LLC (“VRAFY”). The VRAFY website, including without limitation www.vrafy.com, is comprised of various web pages, forms, and features operated by VRAFY (collectively, the “Site”). The Site provides a variety of tools and resources that allow you to learn about and explore our prescription-generating software service to help your soils meet predetermined goals (our “Services”).

These Website Terms and Conditions (“Terms and Conditions”) govern the Site and our Services, and by accessing and using the Site or Services, you agree to the provisions set forth in these Terms and Conditions.  If you do not agree to these Terms and Conditions, you are prohibited from accessing or using the Site and our Services.  For purposes of these Terms and Conditions, the words “you” and “your” refer to any individual or entity who accesses or uses the Site or Services.  “We,” “us,” and “our” refer to VRAFY.  The term “Dealer” means any dealer that has entered into a Dealer Agreement or other agreement with VRAFY to facilitate the provision of the Services to customers.

If you fail to comply with any of these Terms and Conditions, your permission to use the Site automatically terminates.  We reserve the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site at any time for any reason without notice.  We shall not be held liable to you or any third party for any unauthorized use of the Site or termination of your access to the Site.  While using any of our Services, you represent that all the information you have provided to us, whether through our Site or by any other means, is true and complete.

VRAFY reserves the right to modify these Terms and Conditions, in whole or in part, at any time and to modify or amend the Site, including any link, embed, platform, widget, screenshot, or feature of the Site at any time without notice.  Any change to these Terms and Conditions will be effective upon posting of such updated Terms and Conditions on the Site.  The most current version of the Terms and Conditions will be available to you by clicking the link at the bottom of the Site.  By continuing to access or use the Site or Services after the date of any change to these Terms and Conditions, you agree to be bound by such terms contained in the most recent version of these Terms and Conditions.

Use of Site

The Site is not directed towards children.  If you are an individual accessing or using the Site, you are confirming that you are 18 years of age or older.  If you are an individual under the age of 18, please do not access or use the Site. Use of the Site is also governed by our Privacy Policy, which informs users of our data collection practices. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including, but not limited to, the liability, indemnification, arbitration, and jurisdiction sections contained herein.

The Site provides information regarding our Services. You may elect to become our customer and obtain more information regarding our Services using the sign-up feature of our Site (“Customer Form”).  When you complete the Customer Form, you choose to submit information, including your farm information and Personally Identifiable Information (“PII”), to us through the Site and agree that you have established a business relationship with us. We may also collect Non-Personally Identifiable Information (“NPII”) when you submit Customer Form. PII and NPII are collectively referred to as “Information” in these Terms and Conditions. Our Privacy Policy describes our practices regarding Information collected from or about Site users.

Unauthorized Use

Unauthorized use of this Site is prohibited.  The following uses are expressly unauthorized:

  • Gathering, monitoring, or copying any content on this Site by using any crawler, spyware, engine, robot, “bot,” spider, device, extraction tool, software, or any other utility, automatic device, or manual process of any kind without our express permission.
  • Harvesting or otherwise collecting information about others including, without limitation, e-mail addresses or phone numbers, without their explicit consent.
  • Interfering, or attempting to interfere, with the operations of the Site or using any device or software that will interfere, or attempt to interfere, with the operations of the Site.
  • Attempting to circumvent Site security in any way; probing or testing the vulnerability of the Site or any network connected to the Site; or hacking, breaching, or attempting to breach any part of the Site, its security or authentication measures, or any network connected to the Site, including the content management system and source code.
  • Uploading or submitting any data or information containing viruses, trojans, worms, malware, or any other computer code, corrupt file, program or component designed to interfere with this Site or its use, or the use of any software, hardware, networks, servers, computers, electronic devices, or other equipment of ours or any third party.
  • Improperly assuming, claiming, impersonating the identity, characteristics, or financial information of another person or entity.
  • Conducting or forwarding surveys, contests, pyramid schemes, or chain letters.
  • Interfering or attempting to interfere with the use of the Site by other users.
  • Violating any contractual obligations, applicable laws, regulations, or these Terms and Conditions in connection with the Site.
  • Attempting to use the Site in connection with any illegal or fraudulent activity.
  • Attempting to use this Site for any purposes other than those intended by us, as determined in our sole discretion.

Your Consent(s)

By clicking any button, checking any box, or submitting a Customer Form, you acknowledge and agree to any and all terms and conditions related to that action, whether express or implied. These terms and conditions include, but are not limited to, the following:

  • Consent for Electronic Signatures, Records, and Disclosures (“E-Consent”)

When taking action on the Site, you will be prompted to provide your E-Consent, which indicates your consent to the use of electronic transactions, consents, signatures, records, and communications between you and us. By providing your E-Consent, you agree to conduct transactions and execute contracts, agreements, and documents electronically, and/or receive notices, disclosures, and other important communications related to the Site or Services (collectively, “Communications”) from us online or electronically (including email, texts and popup push notifications).

Communications will either be posted on the Site and/or sent to you by email, by popup push notifications, or by SMS service (text), which may include attachments or embedded links. You agree to promptly provide us with any changes to your contact information, including your telephone number, physical address, and email address. To update the email address or telephone number we have on file for you, please contact us by using our contact form at Contact Us.

You may request any Communication in paper copy by contacting us directly at Contact Us. There will be no charge for a paper copy of any Communication we have sent you electronically. The request for a paper copy of a Communication will not by itself constitute a withdrawal of your E-Consent to receive Communications electronically. We reserve the right, but are not required, to send a paper copy of any Communication you authorize us to provide electronically.

To view, obtain, print, and save Communications, you must have access to: (1) a personal computer capable of internet access and equipped with a widely-used, recent-generation web browser (for example, Internet Explorer, Chrome, Safari or Firefox); (2) a valid and functional email address; and (3) a printer capable of printing from your computer. You may also need a PDF file reader like Adobe® Acrobat Reader to view certain documents. If any of these equipment and software requirements for accessing and receiving Communications change, we will amend the Terms and Conditions and E-Consent accordingly.

You may withdraw your E-Consent with us at any time by sending us notification of your withdrawal using our contact form at Contact Us. If you withdraw your E-Consent, we will send further Communications to you in paper form. We will not impose a fee in connection with any withdrawal of your E-Consent, but our Communications with you will be slower and in some cases, we may need to discontinue providing our Services to you. Any withdrawal of your E-Consent will be effective only after we have a reasonable period of time to process your withdrawal request, and your withdrawal will not apply to Communications that were furnished before the date on which your withdrawal takes effect.

  • Consent to Information Retention and Sharing Between Us and Dealers

Our Privacy Policy applies to any Information you submit to us and certain other Information that we may receive about you from third parties, including Dealers. You expressly acknowledge your Information may be shared between us and Dealers in order to provide Services to you. When you obtain our Services through a Dealer, you consent to the Dealer’s privacy policy governing the information given to the Dealer. If permitted by the Dealer’s privacy policy, we may also collect and retain information about you, or about the Services provided to you, from Dealers.

  • Consent to Receiving Communications from Us

By submitting a Customer Form or otherwise saving your Information on or through our Site, you consent to receive text messages to the cell phone number(s) you provide, popup push notifications to the computer browser, mobile phone or other device addresses you provide, and emails at the email address(es) you provide, or at another email address that may be associated with you that we receive from Dealers or other parties. You agree that any such Communications will not be considered spam or unauthorized by any local, state, or federal law or regulation. You further agree not to report such Communications as spam to any party. Except as otherwise required under applicable law, you agree that all agreements, notices, and other Communications that we provide to you electronically, via email, text or on the Site, satisfy any legal requirement that such communications be in writing.

If you no longer wish to receive Communications from us, please contact us by using our contact form at Contact Us. You can deactivate push messaging at any time by changing the notification settings on your mobile device or browser. You agree to notify specific Dealers directly if you no longer wish to receive communications from them.

Trademarks, Copyrights, and Restrictions On Use

Any trademarks, service marks, or logos or related intellectual property appearing on the Site are our property or the property of the party that provided the trademarks, service marks, or logos to us.  We and any party that provided trademarks, service marks, or logos to us retain all rights with respect to any of our respective trademarks, service marks, or logos appearing on this Site, whether registered or not.  You agree to observe and abide by all copyright, trademark, and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

The Site and its entire contents, features, and functionality (including, but not limited to, all web pages, screenshots, portals, user interfaces, design, software, source code, graphics, and the design, selection, and arrangement thereof) are owned, controlled, or licensed by VRAFY, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  Except as expressly provided in these Terms and Conditions, the content of the Site may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our prior express written permission.  You may, however, view information available on the Site for your informational purposes.  You may download information displayed and available on the Site, except for software or source code, but only for your personal purposes.  By using the Site, you acknowledge and agree that you do not acquire any ownership rights of any kind to the intellectual property of VRAFY described herein and as set forth on the Site.

Your use of the Services, including the Site, imposes on you an obligation of appropriate use and conduct, which includes, but is not limited to, not causing an unreasonable or disproportionately large processing load on our Services, the Site, ors systems, not engaging in any conduct that restricts or inhibits use of the Services by others, and not introducing or transmitting any virus, worm, Trojan horse or other material that may harm or disrupt our Services, the Site, or systems.  Unauthorized use of the Services or misuse of any information or material posted on this Site is strictly prohibited.

You may use the Services and the Site only for lawful purposes and you agree not to use the Services and the Site in any way that violates any applicable federal, state, local, or international law or regulation.

Use of Dealers

If required by applicable law, Dealers shall provide a privacy policy to users outlining the Dealers’ personal information collection and sharing practices in connection with the provision of the Services.  Any Dealer privacy policy must be compliant with applicable law, permit the Dealer to share information with VRAFY, and fully and accurately describe such information sharing. Any privacy policy or terms and conditions of use provided or used by the Dealer may not contain terms or conditions that (1) suggest or imply that VRAFY is providing the Dealer’s privacy policy, or (2) conflict with our Privacy Policy or these Terms and Conditions.

Digital Millennium Copyright Act (DMCA) Procedures

Violating the trademark or copyright rights of others is a violation of our Terms and Conditions.  Nothing on this Site shall be construed as conferring any license under any intellectual property right, including any right in the nature of trademark or copyright, of VRAFY or any third party, whether by estoppel, implication, or otherwise.  All trademarks and trade names are the property of their respective owners.  Except as otherwise noted, VRAFY is the owner of all trademarks and service marks on this Site, whether registered or not.

We provide the following procedures for making a Digital Millennium Copyright Act (DMCA) claim or counter-claim:

Notice and Procedure for Making Claims of Copyright Infringement.  In accordance with the Digital Millennium Copyright Act (DMCA), we have a designated agent to receive notice of unauthorized online use of copyrighted materials on this Site.  If you believe that your copyrighted work is being infringed, please notify our copyright agent specified below.

E-mail: info@VRAFY.com

Certified Mail: 200 E 10th St Suite 300, Sioux Falls, SD 57104

Please notify us in writing and include all of the following:

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Procedure for making a DMCA Counter Notification.  If you have had material that you placed online removed pursuant to a DMCA infringement complaint and feel that it is not in fact an infringement, you can submit a counter notification.  Please send a written counter notification of copyright infringement containing the following information to our designated agent specified below.

E-mail: info@VRAFY.com

Certified Mail: 200 E 10th St Suite 300, Sioux Falls, SD 57104

Please notify us in writing and include all of the following:

  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
  • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  • Your name, address, telephone number, and if available, an electronic mail address at which the counter-complaining party may be contacted, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification or an agent of such person.
  • A physical or electronic signature of a person who has had alleged infringing material removed.

We will not respond to counter notifications that do not adhere to the listed requirements.  We will deliver your counter notification to the original individual who filed the DMCA copyright infringement complaint informing them that the removed material will be replaced within 10-14 business days following notification.  Once the notification has been delivered, we are authorized to reinstate the removed material and cease disabling access 10-14 business days following the receipt of the counter notice unless we receive notice that the original individual is proceeding with a court order against you.

Possession of an Injunction. If we receive a notification and appropriate accompanying documentation from a copyright holder to our designated agent that they are in possession of an injunction that prohibits us from providing access to the infringing material, you will be informed as soon as we are able and we will follow the requirements as set forth in the injunction.

Links to Third Party Sites or Content

The Site may contain third-party content or links to websites controlled or offered by third parties (non-affiliates of VRAFY). VRAFY hereby disclaims all liability for any other company’s website content, products, privacy policies, or security.  We do not operate, control, or endorse any such third-party content, products, services, systems, or applications (“Third-Party Features”) or the companies that provide them.

Please be advised that when you leave our Site and interact with any Dealer or Third-Party Features, we are not responsible for the accuracy or reliability of the information or services provided therein. Your interactions with these companies are solely between you and those companies. We are not responsible or liable for any damages, losses, or other problems caused by or related to your use of any Dealer or Third-Party Features. We are also not responsible for any PII, NPII, or other Information that you share with third parties. You should read the applicable privacy policies and terms and conditions of those parties so that you understand their information collection and sharing practices.

Cookies

To the extent permitted by applicable law, by accessing or using the Site, you understand and agree that VRAFY may collect and retain personal or other information about you or the device you use to access the Site.  By using the Site, you consent to VRAFY’s use of analytics and monitoring tools to collect your interaction with the Site and the Services.  These interactions are collected using cookies and technical log files.  We use the data for purposes that include interaction monitoring and visual replay for fraud, customer service, product improvement, and other purposes allowed by law.

Feedback

We may provide you opportunities to send us comments, suggestions, questions, and other feedback regarding our Services (“Feedback”). Such opportunities may be provided via email, social media, surveys, or similar means. By uploading, submitting, or otherwise providing us your Feedback, you hereby grant us a non-exclusive unrestricted, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use your Feedback in any manner and for any purpose to provide, optimize, improve and promote or market our Services, and to create new products and services. This license includes the right for us to use your name, persona, username, and likeness for any of the foregoing purposes without providing you compensation, all in accordance with our Privacy Policy.

Disclaimer and Limitation of Liability

THE SITE (INCLUDING THE SERVICES AND ALL RELATED CONTENT, FUNCTIONALITY, AND MATERIALS), ARE OFFERED BY VRAFY ON AN “AS IS,” “AS AVAILABLE,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITH NO WARRANTY OF ANY KIND—WHETHER EXPRESS, IMPLIED, OR STATUTORY—INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.  THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.

USE OF THE SITE, ANY CONTENT CONTAINED THEREIN, AND SERVICES IS AT YOUR OWN DISCRETION AND RISK. VRAFY AND ITS AFFILIATES, DEALERS, AND ASSOCIATED PARTIES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OR THE DELAY OR INABILITY TO USE, THE SITE OR SERVICES, OR FOR ANY INFORMATION, CONTENT, SOFTWARE, OR SERVICES OBTAINED THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED AT THE SITE, OR THAT RESULT FROM DEFECTS, MISTAKES, INTERRUPTIONS, DELETION OF FILES OR EMAILS, ERRORS, OMMISSIONS, VIRUSES, WORMS, TROJAN HORSES, BACK DOORS, OR OTHER CODE OR COMPUTER PROGRAMMING THAT IS MALICIOUS OR DESTRUCTIVE OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PRIMERATES RECORDS, PROGRAMS OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS, DEALERS, OR ASSOCIATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUR SITE, OUR DEALERS, OUR ASSOCIATED PARTIES, OR OUR CONTENT, OR SERVICES WILL CREATE ANY WARRANTY REGARDING VRAFY OR ANY OF OUR SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS OR THE TERMS AND CONDITIONS OF THE SERVICES. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO OUR SITE AND SERVICES, YOUR INTERACTIONS WITH ANY OTHER USER, DEALER OR OTHER THIRD PARTY, AND YOUR USE OF CONTENT MADE AVAILABLE THROUGH OUR SITE OR SERVICES. YOU ARE ALSO SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE USED IN CONNECTION WITH OUR SERVICES), OR THE LOSS OF DATA THAT MAY RESULT FROM THE USE OF OUR SITE OR SERVICES OR THE USE OF ANY CONTENT MADE AVAILABLE THROUGH OUR SITE OR SERVICES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.

NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL AFFECT WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless VRAFY (and all of its direct and indirect subsidiaries) and each of their respective directors, officers, employees, agents, successors, and assigns from and against all losses, liabilities, damages, claims and expenses, including attorneys’ fees, arising out of, relating to, or resulting from (i) your use of the Site or Services; (ii) your violation or alleged violation of these Terms and Conditions or any applicable law; (iii) you infringement or alleged infringement of any intellectual property or other right of any other person or entity; or (iv) any dispute between you and a third party. You must not settle any such claim or matter without our prior written consent. VRAFY and our Dealers reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.

International Users

This Site is controlled, operated, and administered by us from our offices within the United States of America. This Site is not targeted towards users outside of the United States and Canada, and you agree that any use of the Site shall occur within the United States or Canada (depending on the user’s location at the time the Site is accessed).  By using or continuing to use the Site, you represent and agree that you are located in the United States or Canada. If you are accessing or using this Site outside of the United States or Canada, you agree that you will cease such usage immediately. You further agree that you will not use the Site in any country or in any manner prohibited by any applicable laws, restrictions, or regulations, and that you are responsible for compliance with local laws.

Enforceability and Governing Law

These Terms and Conditions constitute a contract between you and VRAFY governed by the laws of the State of South Dakota, without applying giving effect to any choice or conflict of law provision or rule, whether of the State of South Dakota or any other jurisdiction.  To the extent the Arbitration Provision below does not apply, the exclusive jurisdiction and venue for any claim, action, or dispute with us relating in any way to your use of the Site will be in state or federal courts located in Sioux Falls, South Dakota.

The Site is hosted in the United States. If you are accessing this Site from outside the United States, you may be subjecting yourself to United States law, which may differ from your local laws, including laws that govern personal data collection, use, and disclosure. In your use of this Site or Service, you may transfer certain personal information to the United States.  To the extent permitted by applicable law, your use of the Site or Service shall constitute your consent to the transfer of personal information to the United States and the applicability of United States law.

Arbitration Provision

PLEASE READ THIS PROVISION CAREFULLY.  BY USING THIS SITE, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION, PROVIDED THAT EITHER YOU OR WE MAY BRING A CLAIM IN SMALL CLAIMS COURT. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED IN THE ARBITRATION RULES), AND TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN COURT PROCEDURES. YOU ALSO AGREE ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN YOU AND US AND WILL NOT BE PART OF A CLASS-WIDE OR CONSOLIDATED ARBITRATION PROCEEDING.

Agreement to Arbitrate. You and we agree that any Dispute, except as provided below, will be resolved by arbitration. This Arbitration Provision is governed by the Federal Arbitration Act (FAA), 9 U.S.C.S. § 1 et seq. and the substantive law of the State of South Dakota (without giving effect to any choice or conflict of law provision or rule, whether of the State of South Dakota or any other jurisdiction).

Arbitration Defined. ”Arbitration” is a means of having an independent third party resolve a Dispute. A “Dispute” is any claim or controversy of any kind between you and us. The term Dispute is to be given its broadest possible meaning and includes, without limitation, all claims or demands (whether past, present or future), based on any legal or equitable theory (contract, tort, or otherwise) and regardless of the type of relief sought (i.e., money, injunctive relief or declaratory relief). A Dispute includes, by way of example and without limitation, any claim based upon a federal or state constitution, statute, ordinance, regulation, or common law, and any issue concerning the validity, enforceability or scope of this arbitration provision. For purposes of this arbitration provision, the terms “you” and “your” include your heirs, guardian, personal representative or trustee in bankruptcy. The terms “we,” “our,” and “us” include our employees, officers, directors, members, shareholders, owners, managers, attorneys, affiliated companies, predecessors and assigns, as well as our marketing, servicing and collection representatives and agents.

Choice of Arbitrator. The party filing an arbitration must choose either of the following arbitration firms for initiating and pursuing an arbitration: the American Arbitration Association or JAMS (formerly known as Judicial Arbitration and Mediation Services, Inc.). If you claim you have a Dispute with us, but you do not initiate an arbitration or select an arbitrator, we may do so. You may obtain copies of the current rules of each of the arbitration firms and forms and instructions for initiating an arbitration by contacting them as follows:

American Arbitration Association
335 Madison Avenue, Floor 10
New York, NY 10017-4605
Website: www.adr.org

JAMS
1920 Main Street, Suite 300
Irvine, CA 92614
Website: www.jamsadr.com

The policies and procedures of the selected arbitration firm will apply provided that these are consistent with this Arbitration Provision. To the extent the arbitration firm’s rules or procedures are different from the terms of this Arbitration Provision, the terms of this Arbitration Provision will apply. If neither arbitration firm listed in this Arbitration Provision is available to resolve the Dispute, you and we may each select a local arbitrator. The local arbitrators selected by you and us shall then agree upon the selection of another arbitrator who will hear and resolve the Dispute. The arbitrator selected to resolve the Dispute must be an attorney with at least 10 years of experience, retired judge, or arbitrator registered and in good standing with an arbitration association and arbitrate pursuant to such arbitrator’s rules applicable to consumer disputes. Notwithstanding the foregoing, no party or local arbitrator may select an arbitrator who refuses to enforce an arbitration provision containing a class-action waiver, because you and we have in this arbitration provision waived any right to arbitrate a dispute on a class-action, representative-action, or consolidated basis.

What Arbitration Costs. If you initiate the arbitration, you will be responsible for all of your filing fees and other costs or fees. If you cannot afford to pay, we may pay this in our discretion. If we initiate the arbitration, we will pay the filing fee and any costs or fees charged by the arbitrator. Unless prohibited by law, the arbitrator may award fees, costs and reasonable attorneys’ fees to the party who substantially prevails in the arbitration.

Location of Arbitration. Unless you and we agree to a different location, the arbitration will be conducted in Sioux Falls, South Dakota.

Waiver of Rights. You are waiving your right to a jury trial, to have a court decide your Dispute, to participate in a class action lawsuit, and to certain discovery and other procedures that are available in a lawsuit. The arbitrator has the ability to award all remedies available by statute, at law, or in equity to the prevailing party, except that you and we agree that the arbitrator has no authority to conduct class-wide proceedings and will be restricted to resolving the individual disputes between you and us. The validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration are to be determined solely by a court of competent jurisdiction and not by the arbitration firm or arbitrator. If the court, or an arbitration firm or arbitrator, refuses to enforce the class-wide arbitration waiver or otherwise refuses to enforce this Arbitration Provision, you and we agree that the Dispute will proceed in court and will be decided by a judge, sitting without a jury, under applicable court rules and procedures.

Small Claims Court. Notwithstanding any other provisions of these Terms and Conditions, including any provision of this Arbitration Provision, all parties, including related third parties, shall retain the right to seek adjudication in small claims court in Minnehaha County, South Dakota for disputes within the scope of such court’s jurisdiction. Any Dispute, which cannot be adjudicated within the jurisdiction of a small claims court, shall be resolved by binding Arbitration. Any appeal of a judgment from a small claims court shall be resolved by binding Arbitration de novo (i.e., upon a fresh review of the facts.)

Applicable Law and Judicial Review. The arbitrator will apply applicable federal and South Dakota substantive law (without giving effect to any choice or conflict of law provision or rule, whether of the State of South Dakota or any other jurisdiction) and the terms of this Arbitration Provision. The arbitrator must apply the terms of this Arbitration Provision, including without limitation the waiver of class-wide arbitration. The arbitrator will make written findings and the arbitrator’s award may be filed with any court having jurisdiction. The arbitration award will be supported by substantial evidence and must be consistent with this Arbitration Provision and applicable law or may be set aside by a court upon judicial review. Either party may seek judicial review of the arbitrator’s decision according to applicable law.

Other Provisions. This Arbitration Provision will survive: (1) termination, expiration, or changes in these Terms and Conditions, including this Arbitration Provision, or the relationship between you and us concerning this Site; (2) the bankruptcy of any party; and (3) any transfer, sale or assignment of the Site, VRAFY, or its assets to any other person or entity.

Class Action Waiver. Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Disputes Not Subject to Arbitration. In the event any Dispute is not subject to arbitration, you agree and consent that this agreement is governed by, and construed in accordance with the laws of the State of South Dakota, without giving effect to any choice or conflict of law provision or rule, whether of the State of South Dakota or any other jurisdiction.  You further consent to be subject to the exclusive jurisdiction and venue of the Circuit Court located in Minnehaha County, South Dakota, or if appropriate, the United States District Court for the District of South Dakota, and agree that such court shall be the sole and exclusive jurisdiction and venue of all Disputes for this Website or its associated services that are not subject to arbitration.  You further agree that the class action waiver shall still bind any Disputes not subject to arbitration.

Right to Opt-Out. If you are an individual and do not wish to agree to arbitrate all Disputes in accordance with this Arbitration Provision, you must advise us in writing within thirty (30) days of submitting your Customer Form at the following email address: info@VRAFY.com with the subject heading “Right to Opt-Out of Arbitration”.  In the text of the email, you must provide the Site domain address, your name, and state that you reject arbitration.  Individuals opting out of arbitration will still be bound to the Disputes Not Subject to Arbitration subsection.  Individuals must give written notice in the method specified, and it is not sufficient to telephone us.  Send only an email notice to reject arbitration; do not include the notice with other correspondence to us.

Accessibility

If any portion of this Site is inaccessible to you for any reason, please contact us at 507-800-0898.

Miscellaneous

You may not assign these Terms and Conditions.  We may assign these Terms and Conditions, in whole or in part, at any time.

Unless otherwise specified herein, these Terms and Conditions, the terms and conditions for the Services, together with our Privacy Policy and E-Consent, reflect the entire agreement between you and us regarding the Site and supersede and replace all prior or contemporaneous understandings or agreements of any type regarding this subject matter.  If there is a conflict between these Terms and Conditions and the Privacy Policy, the Privacy Policy shall control.

If any provision of these Terms and Conditions is deemed to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms and Conditions shall continue in full force and effect. Nothing in these Terms and Conditions shall affect any non-waivable statutory rights or remedies that apply to you.

Our failure to enforce any of our rights or to act with respect to a breach of these Terms and Conditions does not constitute a waiver of any rights and will not limit our rights with respect to that breach or any subsequent breaches. No waiver by us of any of the provisions in these Terms and Conditions will be of any force or effect unless made in writing and signed by a duly authorized officer of VRAFY.

A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

The headings used herein are provided solely for your convenience and have no legal or contractual effect.

Notices; Contact Information

Unless otherwise permitted under applicable law or these Terms and Conditions, all notices provided to us in connection with these Terms and Conditions, including, without limitation, any notices regarding consent withdrawals, should be directed to the following address via certified mail:

Certified Mail: 200 E 10th St Suite 300, Sioux Falls, SD 57104

Questions about these Terms and Conditions should be directed to the following address via certified mail or email at the designated addresses below:

Certified Mail: 200 E 10th St Suite 300, Sioux Falls, SD 57104

Email: info@vrafy.com

Questions about Services should not be directed to this address and will not be replied to.  Please use this contact information only for questions regarding our Terms and Conditions or Privacy Policy. For all other inquiries, refer to agronomy@vrafy.com

All contents of the Site are Copyright © 2024 VRAFY LLC and/or its Dealers or other associated parties; 200 E 10th St Suite 300, Sioux Falls, SD 57104,U.S.A. All rights reserved.