These terms and conditions and the documents referred to in them are the terms of use (the “Terms”) of Proagrica’s GK Go application, any updates or upgrades to GK Go, and any data or information provided by Proagrica in connection with GK Go (collectively, the “Application”). These Terms are an agreement between you the end user (“you”) and TELUS Agriculture Solutions Inc. and its Affiliates d/b/a TELUS Agriculture & Consumer Goods., trading as Proagrica (“Proagrica”, “we”, “us”, “our”).

1.1 By downloading GK Go you are entering into a binding contract with Proagrica. Please read these Terms carefully before using GK Go. Your use of GK Go constitutes your acceptance of these Terms.
1.2 These Terms include terms regarding future changes to the Terms, limitations of liability, and privacy. You acknowledge that you have read and understood the Terms, accept the Terms, and agree to be bound by them. If you do not agree with (or cannot comply with) the Terms, then you may not use GK Go.

2.1 We may occasionally make changes to the Terms. When we make material changes to the Terms, we will provide you with notice as we believe appropriate under the circumstances, e.g., by displaying a prominent notice within the Application or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Application after the changes have been made constitutes your acceptance of the changes. Please therefore make sure you read any such notices carefully. If you do not wish to continue using the Application under the new version of the Terms, you should cease using the Application and uninstall all copies of the Application.

3.1 We grant you a limited, non-exclusive, non-transferable, revocable license to install and use the Application on up to three mobile devices that you or your employer own and control, and to maintain backup(s) of the Application in accordance with Apple or Android standard processes in accordance with these Terms.
3.2 The Application is provided on an as-is basis, and we reserve the right to withdraw or amend access to the Application with notice. We will not be liable if, for any reason, the Application is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Application, or the entire Application.
3.3 We do not provide support for the Application unless we expressly agree in writing to do so. We reserve all rights not expressly granted to you in these Terms. Once you use the Application, the license is permanently associated with you and no other person may use the Application without obtaining their own license from us.
3.4 You acknowledge and agree that the Application is intended to be used solely in association with our Gatekeeper application, and that you must maintain a Gatekeeper account in order to use the Application.

4.1 You acknowledge and agree that the Application is provided for use solely in connection with your use of Gatekeeper desktop or online software (the “Main Software”). The Application permits you to collect, retain, and use certain agricultural data (the “Agricultural Data”) within the Application. You agree and acknowledge that data you collect using the Application will be uploaded to our servers and/or the Main Software; once uploaded, the terms and conditions which apply to your use of the Main Software apply to the Agricultural Data.
4.2 By using the Application, you grant Proagrica and its affiliates a perpetual, irrevocable, exclusive right to use, disclose, and distribute the Agricultural Data for the following purposes:
4.2.1. providing additional products and services relating to the Agricultural Data
4.2.2. improving the Application and other Proagrica products
4.2.3. uploading the Agricultural Data into the Main Software (as defined above) in accordance with these Terms.
4.3 You represent that you have all rights necessary to collect, retain, and use the Agricultural Data with the Application. You acknowledge and agree that Agricultural Data you collect using the Application may be associated with your account and shared with your Gatekeeper desktop or online software and/or Proagrica, in accordance with the functionality of the Application and of the Main Software. Your use of the Main Software, and how Proagrica handles Agricultural Data once uploaded to the Main Software, is subject to the terms and conditions which apply to the Main Software.

5.1 The terms of this agreement apply to you, the end user of the Application. Where you use the Application in connection with your work as an employee or as a contractor, the organization (the “Organization”) which engages you may have or enter into a master agreement (“Master Agreement”) with Proagrica in relation to information you collect using the Application. You agree and consent to the Organization accessing the materials in or associated with the Application or your account with Proagrica, and where a Master Agreement exists, you acknowledge and agree that the Organization or other third party may have certain rights in Agricultural Data you place into the Application, and that Proagrica may deal with your data in accordance with the Master Agreement, and that the Master Agreement will prevail over this agreement.

6.1 You agree to (1) use the Application in accordance with these Terms and in accordance with all applicable laws and regulations and with all Proagrica policies for use of the Application; (2) be responsible for the use of the Application and compliance with these Terms; (3) keep your login details confidential and prevent unauthorised access to or use of the Application; and (4) promptly notify Proagrica of any known or suspected unauthorised use of the Application. You are responsible for any activities that occur under your account or in connection with your installation of the Application.
6.2 You may use the Application only for lawful purposes. You may not use the Application in any way that breaches applicable local, national or international law or regulation. You agree not to access without authority, interfere with, damage or disrupt any part of the Application or any network or equipment used in the provision of services by us.

7.1 You will not, and will not cause or permit others to:
7.1.1. copy, modify, or create derivative works of the Application;
7.1.2. reverse-engineer, decompile, disassemble, modify, or create derivative works of the Application or any part of it (save as permitted by law to achieve interoperability with another product or technology, to the extent that such right cannot be modified by these Terms);
7.1.3. circumvent any technology used by Proagrica or any third party to protect the Application;
7.1.4. sell, rent, lease, loan, sublicense, assign, transfer or pledge any part of the Application or any rights in it;
7.1.5. distribute, display, disclose, or otherwise provide the Application to any third party or make it available on a service bureau or white-label basis;
7.1.6. use an algorithm, application, device, method, software or other automated tool to access, manipulate, or scrape data from the Application; or
7.1.7. use the Application to build or support, or assist a third party to build or support, products competitive with Proagrica products.
7.2 All other rights are expressly reserved to Proagrica and are prohibited.

8.1 Proagrica may suspend your access to the Application and/or terminate your license to the Application, in whole or in part, if we believe, in our sole discretion, that materials uploaded by you to our Application limit or harm the functionality of the Application or Proagrica systems, or that you or anyone else is using the Application in a way which breaches these Terms, or for any other reason.
8.2 Proagrica may take all or any of the following actions if we believe you have breached these Terms:
8.2.1. immediate, temporary or permanent withdrawal of your right to use the Application
8.2.2. immediate, temporary or permanent removal of any material uploaded by you to the Application
8.2.3. issue of a warning to you
8.2.4. legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach
8.2.5. disclosure of information to law enforcement authorities as we reasonably believe necessary.
8.3 The responses described in this clause are not limited, and we may take any other action we think appropriate.
8.4 Proagrica may terminate these Terms (including your license to the Application) immediately upon written notice to you if you: (a) terminate or suspend your business; (b) become insolvent, admit in writing your inability to pay your debts as they mature, make an assignment for the benefit of creditors, or become subject to control of a trustee, receiver, or similar authority; or (c) become subject to any bankruptcy or insolvency proceeding.
8.5 On termination of your license for any reason, you must delete all copies of the Application.

9.1 Proagrica is the owner of all intellectual property rights in our Application and in the material published on it, excluding material which you collect using the Application. You do not acquire any proprietary rights in the Application and may use the Application only as set out in these Terms. The Application is protected by copyright laws and treaties around the world. All rights are reserved. You may not copy, reproduce, republish, download, post, transmit, make available to the public or otherwise use the Application in any way except for your own personal and business use.

10.1 Content or information which may be provided by Proagrica from time to time within the Application (“Content”) is not intended to amount to advice. Proagrica disclaims all liability and responsibility arising from reliance placed on such Content by you, or by anyone who may be informed by the Content.

11.1 Proagrica will make commercially reasonable efforts to keep the Application operational. Technical difficulties, maintenance or testing, updates or upgrades, or work within Proagrica systems may from time to time result in temporary interruptions.
11.2 Proagrica may, periodically and at any time, modify or discontinue, temporarily or permanently, functions and features of the Application without notice and without liability to you for any interruption, modification, or discontinuation of the Application or any function or feature thereof.

12.1 You agree to indemnify and hold Proagrica and each of its respective officers, directors, agents and employees harmless from and against all claims, demands, cause of action, damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising out of or related to (1) your breach of these Terms; (2) any activity in which you engage on or through the Application; (3) any third party’s claim, lawsuit, or action in connection with your use of the Application; (4) your violation of any law or regulation or the rights of a third party; and (5) any data that you collect, store, send or receive in connection with the Application.

13.1 We have taken every care in the preparation of the Application and any Content. However, we will not be responsible for any errors or omissions in relation to such content or for any technical problems you may experience with the Application. To the extent permitted by law, we exclude all liability (whether arising in contract, negligence or otherwise) for loss or damage which you or any third party may incur in connection with the Application and Content. This does not affect our liability for death or personal injury arising from our negligence, or any other liability which cannot be excluded or limited under applicable law.
13.2 PROAGRICA SHALL NOT BE LIABLE FOR (I) LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION; (II) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXPLAMARY LOSSES OR DAMAGES; OR (III) SPECIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
13.3 Proagrica’s liability under or in connection with the Application for all damages and losses (other than as may be required by applicable law), however arising, shall be limited to £50.

14.1 YOU UNDERSTAND AND AGREE THAT THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. PROAGRICA MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROAGRICA DOES NOT WARRANT THAT THE APPLICATION AND SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PROAGRICA SHALL CREATE ANY WARRANTY ON BEHALF OF PROAGRICA. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITED BY APPLICABLE LAW.
14.2 PROAGRICA DISCLAIMS ALL REPRESENTATIONS AND THAT THE INFORMATION OR DATA MADE AVAILABLE BY PROAGRICA WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS CAN BE CORRECTED.

15.1 Where you are a data controller and Proagrica processes personal data on your behalf via the Application, the TELUS Agriculture Solutions Inc. and its Affiliates d/b/a TELUS Agriculture & Consumer GoodS GDPR Data Processing Addendum available at the following site: https://www.telus.com/agcg/privacy-policy sets out the terms and conditions under which we process such data.

16.1 Third Party Rights and Assignment. These Terms are not intended to grant rights to anyone except you and Proagrica and in no event shall these Terms create any third-party beneficiary rights. You may not assign these Terms in whole or in part, or otherwise transfer or sub-license your rights under these Terms, to any third-party.
16.2 Entire Terms. These Terms constitute all the terms and conditions agreed upon between you and Proagrica and supersedes any prior agreements in relation to the subject matter of these Terms, whether written or oral.
16.3 Severability. Should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms and the application of that provision shall be enforced to the extent permitted by law.
16.4 No Waiver. Any failure by Proagrica to enforce these Terms or any provision thereof shall not waive Proagrica’s right to do so.
16.5 Force Majeure. We will not be liable for failure to perform our obligations under this agreement where such failure is due to circumstances beyond its reasonable control, including, but not limited to, act of God, war, hostilities, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo, rebellion, revolution, insurrection, or military or usurped power, or civil war, riot, commotion, strikes, go slows, lock outs or disorder, or acts or threats of terrorism.
​16.6 Governing Law/Jurisdiction. These Terms (and any non-contractual disputes/claims arising out of or in connection with them) is subject to the laws of England and Wales. You submit to the exclusive jurisdiction and venue of the courts of England to resolve any and all disputes.