Farmblox Terms of Service
Last updated: Oct 14, 2026
1. Agreement and Acceptance
These Terms of Service ("Terms") govern all Hardware, Subscription Services and Professional Services that Farmblox Inc. ("Farmblox") provides to a customer ("Customer") under an Order Form that references these Terms. The Order Form and these Terms together form the agreement between Farmblox and Customer (the "Agreement").
1.1 Acceptance. Customer accepts these Terms by signing an Order Form that references them, issuing a purchase order against a Farmblox quote, or using any Farmblox product or service. By signing an Order Form, Customer confirms it has reviewed these Terms. The individual accepting on Customer's behalf represents that they have authority to bind Customer.
1.2 Order of precedence. If documents conflict, the following order controls: (a) a master agreement signed by both parties that expressly overrides these Terms; (b) the Order Form, but only for the products and services on that Order Form; (c) these Terms; and (d) the Documentation.
1.3 Purchase orders. Customer purchase orders are for Customer's internal invoicing only. Terms printed on or attached to a purchase order, vendor portal, supplier registration or similar Customer form have no effect, even if Farmblox signs or accepts it.
1.4 Business use only. Farmblox sells to businesses, public agencies and other organizations. The products and services are not intended for personal, family or household use.
2. Definitions
Capitalized terms have the meanings below or where they are first defined in these Terms.
Term | Meaning |
|---|---|
Affiliate | An entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests. |
Authorized User | An employee, contractor or agent of Customer whom Customer permits to access the Platform. |
Automation | A rule in the Platform, set up by or for Customer, that sends Notifications or operates connected equipment when conditions Customer specifies are detected. |
Beta Features | Any feature, product or mode that Farmblox labels as alpha, beta, preview, pilot or similar. |
Customer Data | Data that Customer or its Authorized Users submit to the Platform, and data the Hardware collects at Customer's Sites, excluding Usage Data. |
Documentation | Farmblox's then-current technical user guides, installation guides and technical specifications that Farmblox designates as Documentation. Marketing materials, proposals, presentations and sales communications are not Documentation. |
Fees | The amounts stated in an Order Form for Hardware, Subscription Services and Professional Services. |
Firmware | Software, models and algorithms embedded in, loaded onto or running on Hardware, including updates. |
Hardware | Any physical devices, components and accessories Farmblox provides. |
Notification | A message the Services send through any channel when an Automation's conditions are met. |
Order Form | A Farmblox quote, order form, statement of work or similar ordering document that references these Terms and is accepted by Customer. |
Platform | Farmblox's software, applications, APIs and related online services, as updated or replaced over time. |
Professional Services | Work described in an Order Form other than Subscription Services, such as installation, configuration or training. |
Site | A physical location where Hardware is installed or Services are delivered, as identified in an Order Form. |
Subscription Services | The Platform and any related hosted services, connectivity, updates and support Farmblox provides for a Subscription Term. |
Subscription Term | The period during which Customer may use the Subscription Services, as stated in an Order Form, including renewals. |
Usage Data | Technical and operational data about how the Hardware and Platform perform and are used, such as performance and usage metrics. |
"Services" means the Subscription Services and Professional Services together.
3. Orders, Hardware and Installation
3.1 Orders. Each Order Form becomes binding when signed or otherwise accepted by Customer. Customer's Affiliates may place orders under these Terms; the Affiliate that signs an Order Form is the "Customer" for that order.
3.2 Delivery. Farmblox will ship Hardware to the address in the Order Form. Ship and installation dates are estimates, and Farmblox may make partial shipments. Unless the Order Form says otherwise, shipping costs are charged to Customer.
3.3 Risk of loss. Risk of loss or damage to Hardware passes to Customer on delivery to the address in the Order Form.
3.4 Title to purchased Hardware. Title to Hardware that Customer buys outright passes to Customer when Farmblox receives full payment for it. Firmware is licensed, not sold, under Section 4.2.
3.5 Subscription Hardware. Hardware that is rented, leased or otherwise provided as part of a subscription rather than sold is "Subscription Hardware." Farmblox keeps title to Subscription Hardware. Customer must keep it at the Site listed in the Order Form, and must not sell, modify or relocate it without Farmblox's written consent. Customer bears the risk of its loss, theft or damage while in Customer's possession, other than ordinary wear, and pays the replacement price in the Order Form or Farmblox's then-current list price. Subscription Hardware remains Farmblox's personal property even if attached to real property, and Customer will not allow any landlord, lender or other creditor to claim it.
3.6 Access and replacement. On reasonable notice, and subject to Customer's reasonable site safety and access rules, Farmblox may enter the Site to inspect, maintain, replace or remove Subscription Hardware. Farmblox may replace Subscription Hardware at any time with units of equivalent or better functionality.
3.7 Inspection. Customer must report visible shipping damage, missing items or the wrong items within 10 business days after delivery. Otherwise the shipment is accepted. Acceptance does not limit the warranty in Section 8.
3.8 Installation. Hardware may be installed by Farmblox, by an installer Farmblox engages, or by Customer, as the Order Form states. Where the law requires a licensed contractor for the work, a contractor holding that license will perform it, and the Order Form may provide for Customer to contract with that installer directly. Farmblox remains responsible for work its subcontractors perform for Farmblox. When Customer or Customer's contractor installs Hardware, Customer must follow the Documentation and applicable codes, and Farmblox is not responsible for failures caused by that installation.
3.9 Professional Services. Farmblox will perform the Professional Services described in the Order Form. If Customer cancels or reschedules a site visit with less than 2 business days' notice, or Farmblox's personnel cannot access the Site as scheduled, Customer pays Farmblox's reasonable resulting costs, including travel. Changes to scope require a written change order signed by both parties.
4. Subscription Services and Licenses
4.1 Platform access. During the Subscription Term, Farmblox grants Customer a non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to use the Platform for Customer's internal business purposes. Use is limited to the Sites, devices and quantities in the Order Form and must follow the Documentation.
4.2 Firmware. Farmblox grants Customer a non-exclusive license to use Firmware only on the Hardware in which Farmblox installed it. Customer will not block or delay Firmware updates.
4.3 Restrictions. Customer will not, and will not permit anyone else to:
- reverse engineer, decompile or disassemble the Hardware, Firmware or Platform, except to the extent applicable law expressly allows despite this restriction;
- resell, rent, sublicense or provide the Services to third parties, unless an Order Form expressly permits it;
- use the Services to build or benchmark a competing product;
- bypass security controls, usage limits or tamper protections on the Hardware;
- open, modify or repair Hardware other than as the Documentation allows;
- use the Services to violate any law or third-party right, including privacy, recording and surveillance laws; or
- use the Services in any of the high-risk uses described in Section 9.5.
4.4 Authorized Users. Customer is responsible for its Authorized Users' compliance with the Agreement and for all activity under their accounts.
4.5 Changes to the Services. Farmblox may update and improve the Services over time. Except as Section 16.1 provides, Farmblox will not materially reduce the core functionality of Subscription Services Customer has paid for during the current Subscription Term. Farmblox will give reasonable advance notice before ending support for a Hardware model.
4.6 Beta Features. Customer may choose to use Beta Features, including AI-generated insights or recommendations. Beta Features are provided "as is," may change or end at any time, and are excluded from warranties, service commitments and indemnities.
4.7 Automations. Customer designs, approves and is solely responsible for its Automations, including the conditions that trigger them, the actions they take on connected equipment, and who receives Notifications. If Farmblox or any feature of the Services suggests, generates or configures an Automation, Customer reviews and approves each one before it goes live and remains responsible for it. Customer must keep manual overrides and safe failure states for any equipment connected to the Services.
4.8 Remote management. Farmblox may remotely update, configure, limit or disable Hardware to operate, secure or support the Services, including during a suspension or after the Subscription Term ends. Connectivity components in the Hardware may be used only with the Hardware, and Customer pays any charges caused by their removal or misuse.
5. Customer Responsibilities
5.1 Site access and permissions. Customer will give Farmblox and its installers safe, timely access to each Site. Unless the Order Form assigns the task to Farmblox, Customer will obtain every consent and permit needed to install and operate the Hardware, including from property owners and any other third parties.
5.2 Site safety. Customer will tell Farmblox in advance about known hazards at a Site, such as energized equipment, confined spaces, hazardous materials or restricted areas, and will provide any required site safety orientation. Farmblox may pause work at a Site it reasonably believes is unsafe until the condition is fixed.
5.3 Power, mounting and connectivity. Customer will provide the power, mounting locations and network connectivity that the Documentation or Order Form requires. Customer will keep installed Hardware powered, unobstructed and in its installed position.
5.4 Notification recipients. Customer will choose who receives Notifications and keep their contact details current in the Platform.
5.5 Account security. Customer will keep login credentials confidential, use multi-factor authentication where Farmblox offers it, and promptly notify Farmblox of any suspected unauthorized access.
5.6 Information about people. If Customer uses the Services to capture images, audio, location or other information about people, Customer is responsible for notices, signage, consents, retention settings and compliance with privacy, recording and surveillance laws.
5.7 Accurate information and notice of damage. Customer will give Farmblox accurate information about its Sites and equipment. Customer will promptly tell Farmblox if Hardware is damaged, tampered with, stolen or moved.
6. Fees and Payment
6.1 Fees. Customer will pay the Fees in each Order Form. Except as these Terms expressly provide, Fees are non-cancellable and non-refundable, and subscription quantities cannot be reduced during a Subscription Term.
6.2 Invoicing. Unless the Order Form says otherwise, Farmblox invoices Hardware on shipment, Professional Services on completion, and Subscription Services annually in advance. Subscription billing starts on the earlier of activation of the first device or 30 days after Hardware delivery.
6.3 Payment terms. Invoices are due within 30 days of the invoice date, in U.S. dollars, by ACH, wire or another method Farmblox accepts.
6.4 Disputed invoices. Customer must notify Farmblox in writing of any good-faith dispute within 15 days of the invoice date, with reasonable detail. Customer will pay the undisputed portion on time, and the parties will work together to resolve the dispute promptly.
6.5 Late payment. Overdue undisputed amounts accrue interest at 1.5% per month (18% per year) or the highest rate the law allows, whichever is lower. Customer will reimburse Farmblox's reasonable costs of collecting overdue amounts.
6.6 Suspension for non-payment. If an undisputed amount is more than 30 days overdue, Farmblox may suspend the Subscription Services after giving Customer at least 10 days' written notice. Farmblox will restore the Subscription Services promptly after full payment.
6.7 Taxes. Fees exclude taxes. Customer will pay all sales, use, excise, value-added and similar taxes on amounts it pays under the Agreement, except taxes on Farmblox's net income. If Customer is tax-exempt, it will give Farmblox a valid exemption certificate before invoicing.
6.8 Renewal pricing. Farmblox may change Fees for a renewal Subscription Term by giving Customer written notice at least 60 days before the renewal date.
7. Term and Termination
7.1 Term. These Terms apply from the effective date of Customer's first Order Form until every Order Form has expired or been terminated.
7.2 Renewal. Each Subscription Term starts on the date in the Order Form and lasts for the period stated there. It then renews automatically for successive 12-month periods unless either party gives written notice of non-renewal at least 30 days before the current Subscription Term ends.
7.3 Termination for cause. Either party may terminate an Order Form, or the whole Agreement, by written notice if the other party:
- materially breaches the Agreement and does not cure the breach within 30 days after receiving written notice of it; or
- becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a bankruptcy or receivership proceeding that is not dismissed within 60 days.
7.4 Effect on Fees. On any termination, Customer pays all Fees accrued through the termination date. If Customer terminates for Farmblox's uncured breach, Farmblox refunds prepaid Fees for Subscription Services covering the remainder of the Subscription Term. If Farmblox terminates for Customer's uncured breach, all unpaid Fees for the remainder of the Subscription Term become immediately due.
7.5 Hardware after termination. Purchased Hardware may stop functioning when the Subscription Term ends. Within 30 days after termination or expiration, Customer will return Subscription Hardware as Farmblox directs, or make it available for removal. Return or removal is at Customer's cost unless Customer terminated for Farmblox's breach. Customer pays the replacement price for Subscription Hardware not returned.
7.6 Data export. For 30 days after termination or expiration, Farmblox will make Customer Data available for export in a format Farmblox reasonably selects on Customer's request. After that period Farmblox may delete Customer Data, except copies kept in routine backups or as the law requires, which remain subject to Section 12.
7.7 Survival. Sections 3.5, 3.6, 4.7, 4.8, 6, 7.4 through 7.7 and 9 through 17, and any other terms that by their nature should survive, survive termination or expiration.
8. Limited Warranty and Support
8.1 Hardware warranty. Under normal use, Hardware will be free from material defects in materials and workmanship and will perform materially as described in the Documentation. The warranty lasts 12 months from delivery, unless the Order Form states a different period.
8.2 Subscription Services warranty. During the Subscription Term, the Platform will perform materially as described in the Documentation.
8.3 Professional Services warranty. Farmblox will perform Professional Services in a professional and workmanlike manner. Customer must report any nonconforming Professional Services within 30 days after completion.
8.4 Exclusions. The warranties do not cover problems caused by theft, vandalism, tampering, accidents or misuse; installation by anyone other than Farmblox or its installers that departs from the Documentation; unauthorized modification or repair; operation outside the stated environmental limits; power surges, lightning, fire, flood or other casualty; normal battery depletion or consumables; or third-party products and networks.
8.5 Remedies. Customer must notify Farmblox of a warranty claim within the warranty period. Farmblox will, at its option, repair or replace the Hardware with new or refurbished units, or re-perform the Services. If neither is commercially reasonable, Farmblox will refund the Fees paid for the nonconforming item, or for Subscription Services the prepaid Fees for the remaining Subscription Term. Farmblox pays return shipping for valid claims. These remedies are Customer's sole and exclusive remedies for breach of warranty.
8.6 Support and availability. Farmblox provides reasonable technical support during its normal business hours, plus any additional support the Order Form describes. Farmblox will use commercially reasonable efforts to keep the Platform available, excluding scheduled maintenance and events outside its reasonable control. Uptime commitments and service credits apply only if an Order Form states them.
9. Nature of the Services and Allocation of Risk
Please read this section carefully. It explains what the Services are and places responsibility for outcomes at Customer's Sites on Customer.
9.1 General-purpose tools. The Services are general-purpose sensing and automation tools. They measure the conditions Customer selects and run the Automations Customer configures, for whatever purpose Customer chooses, subject to Section 9.5. They are not a security, alarm, guard or emergency-response service. Unless an Order Form expressly says otherwise, Farmblox personnel do not watch Customer's Sites, review Notifications or respond to events.
9.2 Customer chooses the use and the response. Customer alone decides what to connect the Services to, which conditions to measure, which Automations to run, and how to act on Notifications and data. Customer is responsible for confirming that the Services suit its chosen use and for complying with any law, permit or license that applies to that use. Any third-party service provider Customer engages, including one Farmblox refers or integrates with, is independent of Farmblox, and Farmblox is not responsible for its acts or omissions. Customer is responsible for the safety of its personnel and anyone acting for it.
9.3 No guaranteed outcome. The Services depend on factors outside Farmblox's control. Conditions may go undetected, Notifications may be delayed or undelivered, and Automations may fail to run or run unexpectedly. Farmblox does not guarantee that the Services will prevent, detect or limit any loss, damage, service outage or other event.
9.4 Customer bears the risk of loss. Except for Farmblox's obligations under Section 15.1, Customer is solely responsible for protecting its property, personnel, operations and customers, and for any loss at its Sites, whether or not the Services detected, reported or acted on it. Farmblox is not an insurer, and its Fees reflect the value of the Services, not the value of Customer's property or potential losses. Customer will maintain its own insurance. To the extent the law allows, Customer waives, and will have its insurers waive, any right of subrogation against Farmblox.
9.5 High-risk uses. The Services are not designed or certified for life-safety, fire alarm, medical, nuclear, aviation or similar uses where a failure could cause death, personal injury or severe environmental damage. Customer must not use the Services as the sole means of protecting people or as a safety system required by law or regulation.
9.6 Readings, insights and recommendations. Readings, analytics, insights and other outputs of the Services may be inaccurate, incomplete or delayed. Customer should verify them before relying on them for critical operational decisions. Recommendations from any feature are advisory, and Customer decides whether to act on them.
10. Data, Privacy and Security
10.1 Customer Data. Customer owns its Customer Data. Customer grants Farmblox a worldwide, non-exclusive license to host, process and use Customer Data to provide, secure, support and improve the Services, and as Customer otherwise instructs.
10.2 Usage Data and Aggregated Data. Farmblox owns Usage Data. Farmblox may also create de-identified, aggregated data from Customer Data that does not identify Customer, its Sites or any individual ("Aggregated Data"). Farmblox may use Usage Data and Aggregated Data to operate, improve and develop its products, including training and improving models and algorithms, and to publish industry statistics.
10.3 Personal data. Customer Data may include personal data, such as contact details or information captured at Sites. Farmblox will handle personal data under its Privacy Policy at https://www.farmblox.com/privacy-policy and applicable law, and the parties will sign a data processing addendum where the law requires one.
10.4 Security. Farmblox maintains reasonable administrative, physical and technical safeguards designed to protect Customer Data.
10.5 Security incidents. Farmblox will notify Customer without undue delay after confirming unauthorized access to Customer Data in Farmblox's systems. Farmblox will share relevant information it has and take reasonable steps to contain and remediate the incident.
10.6 Subprocessors. Farmblox uses third-party providers, such as hosting and connectivity providers, to deliver the Services. Farmblox remains responsible for providers it engages to host or process Customer Data, but not for carriers or public networks that transmit it.
10.7 Legal requests. If Farmblox receives a subpoena, warrant or other legal demand for Customer Data, it will notify Customer before disclosing, where the law allows, so Customer can seek protection. Farmblox will disclose only what the demand requires.
10.8 Sharing at Customer's direction. Customer authorizes Farmblox to share Customer Data with any third party Customer directs or enables, including integrations, service providers and other partners. Once the data is shared, that third party is responsible for how it handles it, and Farmblox is not.
11. Intellectual Property and Feedback
11.1 Farmblox IP. Farmblox and its licensors own all rights in the Platform, Firmware, Hardware designs, Documentation, Usage Data, Aggregated Data, and all improvements and derivatives of them. Except for the rights expressly granted in these Terms, no rights pass to Customer, by implication or otherwise.
11.2 Feedback. If Customer or its Authorized Users give Farmblox suggestions or feedback, Farmblox may use them freely without obligation to Customer. Feedback does not include Customer Data or Customer's Confidential Information.
11.3 Customer marks. Customer grants Farmblox permission to identify Customer by name and logo as a Farmblox customer in customer lists and marketing materials. Customer may withdraw this permission at any time by written notice. Any case study, press release or quote requires Customer's prior written approval.
12. Confidentiality
12.1 Definition. "Confidential Information" means non-public information that one party (the "Discloser") gives the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential. Customer's Confidential Information includes Customer Data and Site locations. Farmblox's Confidential Information includes pricing, the Platform, Firmware and non-public Documentation.
12.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the Recipient; was known to the Recipient without restriction before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Discloser's information.
12.3 Obligations. The Recipient will use Confidential Information only to perform under or exercise its rights under the Agreement. It will protect that information with at least reasonable care and share it only with employees, contractors, advisors and financing or acquisition counterparties who need to know it and are bound by similar duties.
12.4 Required disclosure. The Recipient may disclose Confidential Information when the law or a court requires it, after giving the Discloser prompt notice where lawful and reasonable help in seeking protection.
12.5 Duration. These obligations last during the Agreement and for 3 years after it ends. For trade secrets and Customer Data, they last for as long as the information remains protected by law or held by the Recipient.
13. Disclaimer of Warranties
Except for the express warranties in Section 8, the Hardware, Firmware and Services are provided "as is." Farmblox disclaims all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing or usage of trade. Farmblox does not warrant that the Services will be uninterrupted or error-free, or that they will detect, report or prevent any particular event.
14. Limitation of Liability
14.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, business or data, or for the cost of substitute goods or services, even if advised of their possibility. Farmblox is not liable for loss of or damage to property, the cost of restoring service, or other losses arising from any event at a Site, whether or not the Services detected, reported or acted on it, or from any Automation operating or failing to operate.
14.2 Cap. Each party's total liability arising out of or relating to the Agreement will not exceed the Fees paid and payable by Customer under the Order Form giving rise to the claim during the 12 months before the event that caused the liability.
14.3 Exceptions. Sections 14.1 and 14.2 do not limit:
- Customer's obligation to pay Fees;
- a party's defense and indemnity obligations under Section 15, except that Farmblox's total liability under Section 15.1 will not exceed three times the amount in Section 14.2;
- Customer's liability for breach of Section 4.3 or infringement of Farmblox's intellectual property;
- liability for fraud, gross negligence or willful misconduct; or
- liability that cannot be limited under applicable law.
14.4 Allocation of risk. The Fees reflect the allocation of risk in Sections 9, 13 and 14. These limits apply to all claims, whether in contract, tort, strict liability or otherwise, and even if a remedy fails of its essential purpose.
15. Indemnification
15.1 By Farmblox. Farmblox will defend Customer against any third-party claim alleging that:
- the Hardware, Firmware or Platform, as Farmblox provides them, infringe a U.S. patent, copyright or trademark or misappropriate a trade secret; or
- the negligence or willful misconduct of Farmblox personnel or subcontractors while at a Site caused bodily injury or damage to tangible property.
Farmblox will pay the damages and costs finally awarded against Customer, or agreed in a settlement Farmblox approves, on such a claim.
15.2 Infringement exclusions and remedies. Farmblox has no obligation for infringement claims arising from combination with products or services Farmblox did not provide, modifications not made by Farmblox, Customer's specifications, Beta Features, or use in breach of the Agreement. If an infringement claim is made or likely, Farmblox may obtain the right for Customer to keep using the item, modify or replace it so it does not infringe, or end the affected Services and refund prepaid Fees for the remaining Subscription Term. This Section 15 states Farmblox's entire liability for infringement claims.
15.3 By Customer. Customer will defend Farmblox against any third-party claim arising from:
- Customer Data, or Customer's collection or use of information about people in violation of law;
- Customer's chosen use of the Services, including use in breach of the Agreement or applicable law, or without a license or permit that use requires;
- Customer's Automations, its use of or response to Notifications, or conditions at Customer's Sites, except to the extent caused by Farmblox; or
- losses suffered by Customer's own customers or other third parties from any event at Customer's Sites, whether or not the Services detected, reported or acted on it, except claims covered by Section 15.1.
Customer will pay the damages and costs finally awarded against Farmblox, or agreed in a settlement Customer approves, on such a claim.
15.4 Procedure. The indemnified party must give prompt written notice of the claim, let the indemnifying party control the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. A delay in notice relieves the indemnifying party only to the extent the delay causes it prejudice. No settlement may admit fault by, or impose obligations on, the indemnified party without its consent.
16. Third Parties, Force Majeure and Compliance
16.1 Networks and third-party services. The Services rely on third-party networks, cloud providers and other services that Farmblox does not control. Coverage and performance vary by location and over time. If a third party changes or retires a network, service or technology that the Services depend on, Farmblox may offer a replacement or upgrade path, which may carry Fees, and is not responsible for functionality lost because of the change. Third-party integrations Customer chooses to enable are governed by their providers' terms.
16.2 Force majeure. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control. Examples include wildfire, flood, earthquake and other natural disasters; war, terrorism and civil unrest; government action; epidemics; utility, carrier or internet outages; component shortages; and cyberattacks not caused by the affected party's failure to maintain reasonable safeguards. If such an event prevents performance for more than 60 days, either party may terminate the affected Order Form, and Farmblox will refund prepaid Fees for Services not delivered.
16.3 Export and sanctions. Customer will comply with U.S. and other applicable export control and sanctions laws. Customer will not export or re-export Hardware or Firmware, or permit access to the Services, in violation of those laws, including from embargoed countries or by restricted persons.
16.4 Anti-corruption. Neither party will offer or give anything of value to improperly influence any person in connection with the Agreement.
16.5 Public sector customers. For U.S. government customers, the Platform and Firmware are commercial items and commercial computer software provided with only the rights in these Terms. If Customer is a public agency and a term of the Agreement conflicts with a law that binds Customer, that term applies only to the extent the law permits.
16.6 Partners and third-party benefits. Customer may learn about or buy the Services through referral, channel or other partners. These Terms govern however Customer buys, and no partner may change them or make commitments for Farmblox. Farmblox does not promise that using the Services will qualify Customer for any discount or other benefit from a third party.
17. General
17.1 Governing law. California law governs the Agreement, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
17.2 Disputes. The parties will first try to resolve any dispute through good-faith discussion between senior executives for 30 days. After that, the state courts in Santa Cruz County, California, and the federal courts for the Northern District of California have exclusive jurisdiction, and each party consents to them. Either party may seek injunctive relief in any court to protect its intellectual property or Confidential Information.
17.3 Changes to these Terms. Farmblox may update these Terms by posting a new, dated version at https://www.farmblox.com/terms-of-service, where prior versions also remain available. The version in effect on an Order Form's effective date governs that Order Form for its current Subscription Term. An updated version applies to new Order Forms from the date it is posted, and to a renewal only if Farmblox emailed Customer's notice contact about it at least 30 days before the renewal date.
17.4 Assignment. Neither party may assign the Agreement without the other party's written consent, which will not be unreasonably withheld. Either party may assign it without consent, on written notice, to an Affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of its assets or the relevant business. Any other attempted assignment is void. The Agreement binds permitted successors and assigns.
17.5 Notices. Notices of breach, termination or an indemnifiable claim must be in writing and sent by courier or certified mail, with a copy by email. Other notices may be sent by email or through the Platform. Notices to Farmblox go to Farmblox Inc., Attn: Legal, 111 Ingalls St, Santa Cruz, CA 95060, with a copy to legal@farmblox.ag. Notices to Customer go to the address in the Order Form.
17.6 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship, and there are no third-party beneficiaries.
17.7 Waiver and severability. A failure to enforce a term is not a waiver of it. If a court finds any term unenforceable, that term will be enforced to the maximum extent permitted and the rest of the Agreement stays in effect.
17.8 Entire agreement. The Agreement is the parties' entire agreement on its subject matter and supersedes all prior proposals and understandings. Except as Section 17.3 allows, it may be amended only in a writing signed by both parties.
17.9 Interpretation and signatures. "Including" means "including without limitation," and headings are for convenience only. Order Forms may be signed electronically and in counterparts.
17.10 Contact. Questions about these Terms can be sent to legal@farmblox.ag.