This Magnify® Service Agreement (the “Agreement”) sets forth the terms and conditions governing the Services that Farm Credit Services of America, ACA/FLCA/PCA (collectively, the “Association”)
will make available and/or provide to you (the “Customer”, “You” or “Your”). This Agreement is binding on any use or provision of the Service and applies
from the time that the Association provides the Customer with access to the Magnify Service.
The General Terms below as Exhibit “A” are part of this Agreement and are incorporated herein by this reference
The “Services” to be provided under this Agreement shall include the Magnify Service and any additional optional service agreed upon in writing by the parties.
“Magnify Service” refers to the specific Magnify internet-accessible service that provides use of the online accounting and farm financial management platform made available by the Association in collaboration with certain
third-party service providers, including Figured Limited and Xero Limited.
The Association may deliver one or more of the Services to You with the assistance of its affiliates, licensors, and/or services providers.
Magnify Service to be provided by the Association:
During the Term of this Agreement, the Association will provide you with the right to access and use the Magnify Service. This right is non-exclusive, non-transferrable, and limited by and subject to the terms of this Agreement and the Terms of
Use (defined below).
Customer acknowledges that this Agreement is a services agreement and the Association will not be delivering copies of any software to You as part of the Magnify Service.
The Association is not required to, and will not, verify the accuracy or completeness of the information that you will provide to us for the engagement, including any onboarding procedures conducted by us. Accordingly, the Services cannot be relied
upon to identify or disclose any financial errors, including those caused by fraud or error, or to identify or disclose any wrongdoing or noncompliance with laws and regulations. However, the Association will inform the Customer of any material
errors and any evidence or information that comes to our attention during the performance of the Services regarding any unusual or suspicious activities or practices.
The Association, in its sole professional judgment, reserves the right to refuse to perform any procedure or take any action that could be construed as assuming Customer responsibilities.
Fees and Payment:
You agree to pay all fees as set out below, payable in advance, and further subject to the terms of Section 4 of the General Terms.
The fees for the Magnify Service depend upon the number of “entities”, or licenses. The amount of such fees shall be set forth in the pricing quote provided to You by the Association, whether in the form of a payment authorization form
or otherwise. The fees for any optional Services agreed to between the parties shall be set forth in a written amendment to this Agreement. In order to pay your applicable fees, you must provide us with the Magnify Payment Authorization
form or other payment authorization document acceptable to us. The Association reserves the right to revise the applicable fees from time to time, subject to the provisions of this Agreement including the notice requirements set forth in Section
4 of the General Terms.
THIS AGREEMENT SHALL ONLY BE EFFECTIVE UPON THE ACCEPTANCE OF THIS AGREEMENT BY THE ASSOCIATION AS SET FORTH IN SECTION 2 OF THE GENERAL TERMS IN THE FOLLOWING EXHIBIT “A”.
Exhibit “A” – General Terms.
Magnify Service. The Magnify Service described herein and offered by the Association, and the terms and conditions of this Agreement, are subject to change from time-to-time at the sole discretion of the Association, subject
to the notice requirements of Section 4 below with respect to pricing. When non-pricing changes are made to this Agreement, the Association will notify You and provide a link to the revised Agreement on the Magnify Resources site.Any
such modification will become effective upon our posting of the new Agreement to our Magnify Resources site; and Your continued use of the Services will indicate Your acceptance of the modified terms. The Association also reserves
the right to withhold or deny access to any Magnify Service from the Customer at any time, and without any prior notice.
Term and Termination. This Agreement commences upon the Association’s notice to you that you have been accepted as a Magnify Customer. Thereafter, the terms and conditions of this Agreement shall remain in full force
and effect unless amended by the Association as set forth in Section 1 above, or this Agreement is terminated by either party as set forth below. For purposes of the Magnify Service, this Agreement shall initially be for the term of
one (1) year (the “Initial Term”), and after the Initial Term, this Agreement shall continue on a month-to-month basis, unless and until the Customer provides thirty (30) days’ advance written notice to the Association
of its intent to terminate this Agreement. Notwithstanding the foregoing, the Association may elect to terminate this Agreement at any time, with or without notice.
providers, including, but not limited to Xero Limited and Figured Limited.
Payment of Fees. Customer will pay the Association the applicable fees described in the pricing quote provided to You by the Association (the “Fees”). The pricing quote may be provided to You by the Association
in the form of a payment authorization form or otherwise. By signing the Magnify Authorization Agreement for Automatic Payment, or other payment authorization form acceptable to the Association, you will have accepted and otherwise
approved the amount of the initial Fees for the Services provided under this Agreement. The Fee payment obligations herein are non-cancelable and Fees paid are non-refundable.
The Association reserves the right to change
the pricing schedule from time to time; provided that if you have paid for the Services in advance, no pricing changes will take effect until the end of the prepaid period. Customers selecting annual pricing will receive notice of
changes in pricing at least 30 days before the end of each annual Term. Customers selecting monthly pricing will receive notice of changes in pricing at least 30 days before the month in which the change in pricing will take
effect. If any amount owed by you for our Services is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, suspend our Services to you until such amounts are paid in full. Customer shall pay
or shall reimburse the Association for all sales taxes and other taxes, however characterized by the taxing authority, for your purchase of the Services hereunder.
The Customer may choose to have its Magnify Service provided
via a third-party accounting, bookkeeping or other similar professional service provider. In such event, the Association may collect the Fees through such service provider.
Customer Relationship. Nothing in this Agreement shall affect promissory notes, contracts and agreements between the Association and the Customer, if any.
Relationship. The Association is an independent contractor working for and/or on behalf of Customer. No party to this Agreement, nor their employees, agents or other representatives shall have the right to represent or
act on behalf of another party.Each party shall also be responsible for the actions of their respective employees, agents or representatives.
Customer Data; Ownership. All data and information concerning the Customer and/or his, her or its operations that may be stored, housed or otherwise contained within the Magnify Service platform shall remain the property
of the Customer. The Customer represents and warrants to the Association that it owns and/or otherwise has the rights to all such data. The Customer’s access to such data within the Magnify Service platform is subject to full
payment of the Fees when due. The Magnify Service allows you to provide permission to others to access your data. You understand that your data may be copied, used, or modified by any other user that receives or has access to your
account and You agree that the Association has no responsibility or liability for any such activities. You hereby grant the Association a perpetual, non-exclusive license to collect, use, copy, transmit, store, and back-up your information
and data for the purposes of enabling You to access and use the Magnify Service and for any other purpose related to provision of the Services or any other current or future services provided by the Association to You. You further
hereby grant the Association a perpetual, non-exclusive license to derive statistical and usage data related to the Magnify Service to compile, combine or incorporate such data with or into other similar data and information available,
derived or obtained from other customers or users of the Magnify Service, or otherwise, to allow us to conduct certain business activities. Such activities shall include, but not be limited to, the aggregation of non-personally identifiable
information to permit the Association to provide additional services to its customers, including the analysis, copying, publication, distribution, display, or licensing of such aggregated non-personally identifiable data and related
or similar other statistics or data. Customer further acknowledges that such activities are an integral part and function of delivering the Magnify Service to the Customer.
Association Access. You acknowledge that the Association may access your Magnify Service account to provide security and maintenance functions related to Your account and/or the Services and to otherwise perform its obligations
under this Agreement.
NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT, WITH RESPECT TO THE SERVICES (A) THE ASSOCIATION, ITS AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES HAVE NOT MADE OR
MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, AND THAT ALL OF SUCH POSSIBLE WARRANTIES ARE EXPRESSLY DISCLAIMED,
AND (B) THAT THE CUSTOMER HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE ASSOCIATION, ITS AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES.
NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING
DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE
AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Further Assurances. Upon a Party's reasonable request, each other party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to
give full effect to this Agreement.
all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Survival. Section 2 and Sections 7 through 15 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration
or earlier termination of this Agreement for the period specified therein. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by any party after the expiration of the applicable survival
period; provided, however, that any claims asserted in good faith with reasonable specificity and in writing by notice prior to the expiration of the applicable survival period are not thereafter barred by the expiration of the relevant
period, and such claims survive until finally resolved.
Choice of Law. This Agreement, including all documents and exhibits, schedules, attachments, and appendices to this Agreement, and all matters arising out of or relating to this Agreement, shall be governed by, and construed
in accordance with, the Laws of the State of Nebraska, United States of America, without giving effect to any conflict of laws provisions thereof.
Choice of Forum and Waiver of Jury. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from
or relating to this Agreement, in any forum other than the courts of the State of Nebraska, USA, sitting in Douglas County, Nebraska, USA, and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive
jurisdiction of such courts.Each Party unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.
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