Terms & Conditions

Terms & Conditions

  1. Authorization to Release Data. Dealer hereby authorizes Deere & Company ("Deere") to release Dealer’s legacy databases (“Legacy Databases") to Sedona Technologies ("Sedona") for the limited purpose of Sedona restoring the Legacy Databases to a format in which Dealer may access or view the data stored in the Legacy Databases (the "Restoration Services").

  2. Term and Termination. This Agreement shall remain in effect, unless otherwise terminated in accordance with the terms herein, from the Dealer’s request date until completion of the Restoration Services and return of the Legacy Databases to Deere premises (the "Term"). Deere may terminate this Agreement immediately upon written notice to Dealer at any time.

  3. Waiver and Release. Effective immediately, Dealer, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, the "Dealer Parties"), hereby releases, waives and forever discharges Deere and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, the "Deere Parties") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, obligations, costs, expenses, covenants, contracts, agreements, promises, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity (collectively, "Claims"), which any of the Dealer Parties ever had, now have, or hereafter can, shall, or may have against the Deere Parties arising from or related to release of the Legacy Databases by Deere to Sedona and/or the Restoration Services. For the avoidance of doubt, in no event shall the Deere Parties be liable for any loss of integrity, loss of data, degradation, or other damage to the Legacy Databases or the data thereon once released by Deere to Sedona, including any such damage that occurs during transportation to or from Deere’s facilities to Sedona. This Section 3 (Waiver and Release) shall survive any termination or expiration of this Agreement.

  4. Entire Agreement. This Agreement contains the entire understanding of Dealer and Deere regarding to the matters set forth herein and shall be binding upon and inure to the benefit of the executors, administrators, personal representatives, heirs, successors and assigns of each.

  5. Interpretation. In the event of any direct conflict between the terms and conditions of this Agreement and any previous written agreement with Deere, the terms and conditions of this Agreement shall control. All other terms and written agreements between Deere and Dealer shall remain in full force and effect.

  6. Severability. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation.

  7. Governing Law and Venue. This Agreement is made and entered into within and shall be governed by, construed, interpreted and enforced in accordance with the laws of the Illinois without regard to the principles of conflicts of laws. Any action to enforce this Agreement shall be brought only in state or federal court located in Illinois.
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