Terms

KENNEDY INFORMATION Terms and Conditions of Use
The following Terms and Conditions of Use apply to the entire group of websites and printed products (“Product”) created and provided by Kennedy Information, LLC, 24 Railroad Street • Keene, NH 03431, USA, (“Kennedy”).

 

1. Changes to Terms and Conditions of Use. Any changes to the Terms and Conditions of Use will appear in this document, which you can access by using the “Terms of Use” link on www.FertilizerPricing.com. Your use of Products subsequent to changes in the Terms and Conditions of Use means that you agree to such changes.

 

2. License. Unless otherwise indicated in a KENNEDY INFORMATION PURCHASE AGREEMENT, Kennedy grants individual, non-exclusive, non-transferable, limited right to access and use each Product purchased through a KENNEDY INFORMATION PURCHASE AGREEMENT or other Kennedy subscription mechanism. In the absence of a KENNEDY INFORMATION CUSTOMER AGREEMENT these Terms and Conditions of Use apply to your use of the Product.

 

3. Authorized Users. Products may be accessed only by individuals authorized either by individual user subscription or through a KENNEDY INFORMATION PURCHASE AGREEMENT (“User”). Access and use by any other party is not permitted.

 

4. Copyright. Each Product contains proprietary content protected by copyright and other similar laws. Kennedy and its licensors retain all rights in the Product(s), including (without limitation) all copyright and other proprietary rights worldwide in all media.

 

5. Permitted Uses. Users may access the Product(s) for business and personal use as permitted by a KENNEDY INFORMATION PURCHASE AGREEMENT and U.S. copyright laws. Customer must obtain expressed written permission and/or additional licenses from Kennedy for any additional use.

 

6. Restrictions. In no event may Customer copy or distribute any Product (or any portion thereof), or routinely or systematically copy and redistribute copies of individual articles or sections. Customer may not reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in the Product(s) in any manner whatsoever that may infringe any copyright or proprietary interest of Kennedy or any third party; store any content from the Product(s) in any information storage and retrieval system; distribute the information contained in the Product(s) to any person who is not duly authorized to use or receive the Product(s); distribute, rent, sublicense, lease, transfer or assign the Product(s) or this Agreement; decompile, disassemble, or otherwise reverse-engineer the Product(s), or alter, translate, modify, or adapt the Product(s) to create derivative works; make use of “framing” or other means of redirecting content; place or install any portion of the Product(s) on any electronic media, including, but not limited to, local or wide area networks or intranets, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, Web sites, or any other server that is Internet-enabled.

 

7. Limited Warranty. Kennedy represents and warrants that it has the right to make the Product(s) available to Customer under these Terms and Conditions of Use. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS AND CONDITIONS OF USE, ALL PRODUCTS ARE PROVIDED TO CUSTOMER “AS IS.” KENNEDY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE PRODUCT(S) AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES TO HOLD KENNEDY AND ITS SUPPLIERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO ITS USE OF THE PRODUCT(S) OR ANY CONTENT CONTAINED THEREIN.

 

8. Limitation of Liability. IN NO EVENT SHALL KENNEDY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, PARENT COMPANY, SUPPLIERS, AGENTS, OR REPRESENTATIVES BE LIABLE TO CUSTOMER, ANY USER, OR ANY OTHER PERSON FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THE USE OF THE PRODUCT(S) OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THESE TERMS AND CONDITIONS OF USE, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER OR USERS. IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, KENNEDY’S LIABILITY FOR DAMAGES TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER OR USER FOR ANY PRODUCT(S) PURSUANT TO ANY APPLICABLE PURCHASE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT MAY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST KENNEDY, ITS SUPPLIERS, OR ANY PERSON MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

 

9. Force Majeure. Kennedy shall not be liable for failure to perform any part of this Agreement where such failure is due to fire, flood, power outages, strikes, war (declared or undeclared), acts of terror, embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, Act of God, or any cause beyond the control of such party. In such event, Kennedy shall use reasonable efforts to resume performance. This Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance not exceeding one (1) month and the parties shall proceed under this Agreement when the causes of such non-performance have ceased or have been eliminated.

 

10. Miscellaneous Provisions.
a. No Waiver. Should Kennedy or any Customer fail to exercise or enforce any provision of these Terms and Conditions of Use or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or waiver of any other right.b. Choice of Law. These Terms and Conditions of Use shall for all purposes be governed and construed in accordance with the law of the State of New Hampshire without regard to its choice-of-law rules.
c. Entire Agreement. Unless otherwise specified in an applicable KENNEDY INFORMATION PURCHASE AGREEMENT, these Terms and Conditions of Use as it may be amended from time to time, constitutes the entire agreement between each User and Kennedy, and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the subject matter of these Terms and Conditions of Use. Without limiting the foregoing, these Terms and Conditions of Use shall supersede the terms and conditions of any purchase order issued or delivered by Customer prior to, contemporaneous with, or subsequent to these Terms and Conditions of Use, and such terms and conditions shall be given no effect.
d. Severability. If any provision of these Terms and Conditions of Use are held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of these Terms and Conditions of Use. If the parties fail to negotiate a substitute provision, these Terms and Conditions of Use will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.
e. Third Party Beneficiaries. All beneficial rights (other than the right to collect fees) granted to or reserved in these Terms and Conditions of Use by Kennedy, including limited warranty, limitation of liability, confidentiality, and ownership, shall accrue to and are for the benefit of suppliers to the same extent as Kennedy. Except as expressly stated therein, nothing contained in these Terms and Conditions of Use are intended to create third party beneficiaries thereof.
f. Each Party Acting Independently. Kennedy and each User agree that, for purposes of the applicable order form, each is acting independently of the other, that they are not joint venturers, and that neither is an agent, partner or joint venturer of the other.
g. Amendment and Assignment. Neither a KENNEDY INFORMATION PURCHASE AGREEMENT nor subscription shall be changed, modified or amended except by a writing signed by a duly authorized representative of Kennedy and the User. Neither party may assign a KENNEDY INFORMATION PURCHASE AGREEMENT or subscription or any rights or obligations created them without the prior written consent of the other party, which consent will not be unreasonably withheld, except that Kennedy may assign without consent (i) to any subsidiary or affiliated company, (ii) to an entity succeeding to all or substantially all of its stock or assets, whether by merger or purchase, provided that such entity shall expressly assume all of Kennedy’s obligations, or (iii) in the event Kennedy sells or otherwise transfers a Product to a third party. Any unauthorized assignment or delegation will be null and void. Subject to the foregoing, a KENNEDY INFORMATION PURCHASE AGREEMENT or subscription will be binding upon and inure to the benefit of the parties’ successors and assigns.
h. Headings and Cross-References. The headings in these Terms and Conditions of Use are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. All references to Sections or headings shall be deemed references to such parts of these Terms and Conditions of Use, unless the context shall otherwise require.
i. Electronic Product Subscription Renewal. Kennedy’s Products provided via access to Kennedy’s www.FertilizerPricing.com website (“Website Product(s)”) will provide User access to Kennedy content archives. Upon renewal of Customer’s existing subscription to any Website Product, Kennedy will begin that renewal on the day following the prior subscription expiration.
j. Refunds Policy. Due to the nature of the information Kennedy publishes, Kennedy does not provide refunds for Products once access to Products has been provided or Products are delivered to Customers. Customer accepts this provision and agrees to obtain all available information about a product before entering into a Kennedy Purchase Order.