TERMS OF SERVICE
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This is a legally binding agreement. Please read these terms and conditions carefully. By clicking the button to accept this agreement, you represent that you have the full legal authority to enter this agreement on behalf of the party identified in the Registration, and, in that capacity, you acknowledge such party’s agreement to be bound by the terms and conditions of this agreement. If you do not agree to these terms and conditions, do not use or register for the Platform.

‍This agreement for use of the Croptell web-based application and platform, including the Farmer Fast Approval application and any associated software applications, database structures and queries, interfaces, websites, webpages, tools, and the like, all as updated from time to time, (the “Platform”) is between CropFiQ, Inc. (“Company,” “we,” “us,” and “our”) and the party who clicks to accept this agreement (“you,” “your”) and as may be later indicated during the Registration.

1. Registration.
You create an account with us via initial use of the Platform and/or the account registration process (such processes and the information provided during such processes, as amended from time to time through your use of the Platform and your login to your account in the Platform in accordance with this agreement, the “Registration”). You represent that the information indicated in the Registration is true and complete, and you agree to update the Registration upon any changes to such information. The Registration is incorporated herein and made a part of this agreement. Notwithstanding any additional acknowledgement of this agreement (including via clicks or other electronic means), each subsequent use of the Platform is subject to this agreement and does not create a new or separate contract; provided, however, when an amended version of this agreement is presented for acceptance, acceptance of the amended version of this agreement (including via a click or other electronic means) will amend this agreement.

2. License for Platform
(a) Subject to the terms and conditions of this agreement, Company grants to you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Platform for your personal use only as specifically set forth in this Agreement. Company reserves for itself and its licensors any rights not expressly granted in this agreement. You acknowledge that we may issue updated versions of the Platform and that the updated version may be automatically deployed or otherwise available for use under this agreement. You further agree that the terms and conditions of this agreement will apply to all updates to and versions of the Platform. We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the Platform or portions thereof, including but not limited to the Platform’s features, look and feel, and functional elements and related services.
(b) Your right to use and access the Platform, as prescribed above, may provide you with access to certain content and services accessible on or through the Platform, including textual, photographic, videographic, audial, or audiovisual materials (the “Content”). The Platform and the Content are owned and/or controlled by Company and/or its licensors, and the Content is protected by copyright, trademark, and other intellectual property rights. Unless authorized by the Company, you may not modify, copy, distribute, reproduce, display, perform, publish (or republish), upload, post, transmit, translate, sale, offer for sale, create derivative works from, commercialize, or exploit, in any manner or medium, any of the Content.

3. Financing Application Program
(a) In using the Platform, (1) you will complete via the Platform the Farmer Fast Approval application with the information requested (“Application Information”); (2) once you complete the Farmer Fast Approval application, we will process your Application Information using our proprietary technology and methodology; (3) once we have processed your Application Information, we will share your Application Information and the results of our processing with our financial institution partner(s); (4) thereafter, a financial institution may provide financial services, including extension of credit, to you and any such services will be provided pursuant to a separate agreement between you and the financial institution; (5) if credit is extended, the financial institution will make payment of the specified amount to the retailer from which you are purchasing certain goods; (6) you will enter into an agreement with the retailer regarding purchase, storage, and delivery of any goods purchased by you from the retailer; and (7) depending on the financial institution extending credit to you, Company may thereafter assist the financial institution in transferring the loan to a local bank, which provides permanent financing (all the foregoing steps, collectively, the “CropBridge Program”). You agree to cooperate with, and provide such information as reasonably requested by, Company and any financial institution partners with respect to the CropBridge Program. Without limiting the foregoing, to the extent Company assists a financial institution in transferring the loan or other financial service or product made to you by it, you agree to cooperate and provide such information as requested by a financial institution acquiring such loan or other financial service or product.

(b) As a part of the CropBridge Program, you acknowledge and agree that you must (1) timely complete and return any documents required by a financial institution; (2) close a loan with the financial institution within two business days; and (3) agree to terms with the retailer regarding purchase, storage, and delivery. If you do not timely obtain financing, the retailer may decline to sell you any goods or services.

(c) You agree to provide accurate, true, current, and complete information upon which Company and its partners may rely, and you represent and warrant to Company that all Application Information is true, current, and complete.
(d) Company administers the CropBridge Program and, among other things, provides administrative, technical, and ministerial services to operate the CropBridge Program. The parties acknowledge and agree that Company is neither (1) providing financial services or products under the CropBridge Program; nor (2) acting as a provider or originator of any financial services or product, a depository institution, a custodian, a bank account holder or custodian, a broker, a lender, a servicer, or a financer. Any financial services or products are provided to you by the applicable financial institution, not by Company. The financial institution is not obligated, and may on a commercially reasonable basis refuse or decline, to provide financial services to you.

(e) THIS PLATFORM MAKES LOAN SOLICITATIONS ONLY. COMPANY IS NOT THE LENDER. INFORMATION RECEIVED WILL BE SHARED WITH ONE OR MORE THIRD PARTIES IN CONNECTION WITH YOUR LOAN INQUIRY. THE LENDER MAY NOT BE SUBJECT TO ALL STATE LENDING LAWS. THE LENDER MAY BE SUBJECT TO FEDERAL LENDING LAWS. YOU ACKNOWLEDGE AND AGREE THAT COMPANY MAY SHARE YOUR APPLICATION INFORMATION WITH ITS FINANCIAL INSTITUTION PARTNERS.
(f) YOU AGREE TO BE CONTACTED BY COMPANY’S FINANCIAL INSTITUTION PARTNERS. YOU HEREBY AUTHORIZE COMPANY, ITS FINANCIAL INSTITUTION PARTNERS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, AND CONTRACTORS (INCLUDING A CALL CENTER) TO INITIATE ELECTRONIC COMMUNICATIONS BY E-MAIL, TELEPHONE CALLS TO NUMBERS (INCLUDING TO CELLULAR PHONE) THAT ARE PROVIDED THROUGH THE PLATFORM OR AS PART OF THE REGISTRATION, AND TEXT MESSAGES (SMS OR MMS) TO CELLULAR PHONE NUMBERS THAT ARE PROVIDED THROUGH THE PLATFORM OR AS PART OF THE REGISTRATION TO PROVIDE REMINDERS, FOR OTHER PURPOSES RELATED TO THE PLATFORM, AND FOR PURPOSES RELATED TO THE FINANCIAL SERVICES REQUESTED BY YOU AND PROVIDED BY THE FINANCIAL INSTITUTION. YOUR TELEPHONE CARRIER MAY CHARGE FOR THESE INCOMING CALLS OR MESSAGES. YOU CONSENT TO SUCH COMMUNICATIONS, WHICH MAY OCCUR BY USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM. TELEPHONE CALLS MAY BE RECORDED. STANDARD DATA AND MESSAGE RATES MAY APPLY FOR SMS AND MMS ALERTS, WHETHER YOU SEND OR RECEIVE SUCH MESSAGES, AND YOU AGREE TO BE RESPONSIBLE FOR ALL SUCH CHARGES. DO NOT SUBMIT YOUR INFORMATION IF YOU DO NOT CONSENT TO BEING CONTACTED BY TELEPHONE, TEXT, OR EMAIL.

4. Croptell R Data Submission
‍Farm Data. If you obtain financing via the CropBridge Program, you agree to submit via the Platform ongoing and up-to-date information and data as may be requested via Platform or by the financial institution regarding your operations and farm (“Farm Data”). You acknowledge and agree that Farm Data may be shared with any financial institution providing services to you in connection with the CropBridge Program.

‍5. Your Responsibilities and Restrictions
‍Minimum Age. You may only create and hold one account for the Platform and our services for your personal use and access. You must be at least 18 years old to use, or create an account for use of, the Platform.

Devices. To use the Platform, you must have a compatible device, and we do not warrant that the Platform will be compatible with all devices. You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the Platform. Use of the Platform requires Internet access or mobile data, which may be subject to additional fees or charges. Because the Platform may be accessed via the Internet, it is offered “as is,” basis with all risks inherent in such access. By connecting to the Platform, you acknowledge and accept the risks associated with public access to the Internet and public use of an unsecured wireless network. You will be responsible for all fees and charges incurred with respect to accessing to the Platform.

User ID and Password. You shall maintain, and cause to be maintained, the confidentiality of your account information, including your user ID and password. You may not provide your account information to anyone else or allow anyone else to access the Platform using your account information. You may not permit any other individual or entity to use, access, or view the Platform via your account. You must keep your password strictly confidential.

Updates. Company may, from time to time, and in its sole discretion, develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Platform, including the Content thereon. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. All Updates will be deemed part of the Platform and be subject to all terms and conditions of this agreement.

Prohibitions. You shall not, directly or indirectly, do, nor shall you authorize any person or entity to do, any of the following: (1) use the Platform for any purpose or in any manner not specifically authorized by this agreement or otherwise in violation of the terms hereof; (2) make any copies or prints, or otherwise reproduce or print, any portion of the Platform, whether in printed or electronic format; (3) distribute, republish, download, display, post, or transmit any portion of the Platform; (4) create or recreate the source code for, or re-engineer, reverse engineer, decompile, deconstruct, or disassemble the Platform or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Platform or any software, documentation, or data related to the Platform; (5) modify, adapt, translate, or create derivative works from or based upon any part of the Platform, or combine or merge any part of the foregoing with or into any other software, document, or work; (6) refer to or otherwise use any part of the Platform as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those provided by us or any product or service that is directly or indirectly competitive with Company and its offerings, products, or services; (7) remove, erase, or tamper with any copyright, logo, trademark, or other proprietary or intellectual property notice printed or stamped on, affixed to, or encoded or recorded in the Platform, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to our rights in the foregoing; (8) fail to preserve all copyright and other proprietary notices in any copy of any portion of the Platform made by you or on your behalf; (9) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Platform without our express prior written consent (which may be withheld by us for any reason or conditioned upon execution by such party of a confidentiality and non-use agreement and/or other such other covenants and warranties as we, in our sole discretion, deem desirable); (10) use the Platform to gain or attempt to gain access to any software applications, computer systems, or data not expressly authorized under this agreement; (11) use the Platform to store, receive, or distribute any information in violation of any applicable law, regulation, ordinance, or guideline, or otherwise use the Platform in violation of any applicable law, regulation, ordinance, or guideline; (12) diminish or infringe any intellectual property rights in and to the Platform or impair or interfere with any copyright protection mechanisms, copyright management information systems, or digital identification devices employed in association with the foregoing; (13) cause the Platform to defame or infringe the rights of any other person, including intellectual property rights (for example, any patent, trademark, trade secret, copyright, or other proprietary rights) or rights of publicity or privacy; (14) promote, condone, or incite violence, dangerous acts, or discrimination against individuals or groups based on race, ethnic origin, religion, disability, gender, age, nationality, veteran status, political affiliation, or sexual orientation/gender identity or any other protected characteristic; threaten, harass, or bully any person; or collect, store, receive, process, use, disclose, manipulate, track, or distribute any content or data that does any of the foregoing or is pornographic or obscene; (15) impersonate any person or entity or generate fraudulent impressions of or fraudulent clicks on ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents, or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (16) act in a manner that is illegal, discriminatory, derogatory, hateful, abusive, racist, fraudulent, defamatory, libelous, obscene, unlawful, harassing, violent, or threatening; (17) collect, store, receive, process, use, disclose, manipulate, track, or distribute any computer viruses, worms, trojan horses, back door, trap door, time bombs, malware, or other malicious code; (18) use any device, software, methodology, or routine to interfere with or disrupt the Platform or the servers or networks connected to the Platform by trespass or burdening network capacity; (19) harvest, access, or collect information about other Platform users or customers of Company; (20) restrict or inhibit any other person from using the Platform, including without limitation by means of “hacking” or defacing any portion thereof; (21) “frame” or “mirror” or “in-line link” any portion of the Platform; (22) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Platform; (23) process data on behalf of any third party; (24) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; or (25) attempt to do or assist any party in attempting to do any of the foregoing. Although we have no obligation to monitor use of the Platform, we may do so and may prohibit any use that we believe may be (or is alleged to be) in violation of applicable laws or regulations or this agreement.

Compliance. You agree that you will use the Platform only in a manner that complies with all applicable laws and regulations.

Permitted Location. You agree to access the Platform only from within the United States. The Platform may not be exported or re-exported outside of the United States or to those persons or entities prohibited from receiving exports from the United States. You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

6. Term and Termination
‍Term. This agreement is effective upon your acceptance of it in the course of the Registration (the “Effective Date”), and it shall continue in effect until terminated pursuant to the terms hereof (the “Term”).

Termination. If you breach this agreement, if we are required to do so by applicable law, or if we reasonably believe that there has been conduct via your account that creates or could create liability or harm to any user, third party or us, we may terminate this agreement at any time with or without notice to you by disabling access to the Platform or closing your account. You may terminate this agreement at any time by closing your account and ceasing use of the Platform and our services. You acknowledge that the Platform is provided free of charge, and Company may terminate this Agreement and the licenses granted herein at any time with or without notice to you by disabling access to the Platform or closing your account.

Effect of Termination. Upon termination of this agreement for any reason or no reason, your access rights and all licenses granted to you will terminate, and you must immediately cease all use of the Platform.

7. Ownership; Proprietary Rights; Third Parties
‍Platform. You acknowledge and agree that the Platform is provided under a license, and not sold to you; you do not acquire any ownership rights or interest in or to the Platform through this agreement or by use of or access to the Platform. Company and/or its licensors have and retain exclusive, valid, and non-contestable ownership of the Platform and all intellectual property and proprietary rights therein. Any third-party code that may be incorporated in the Platform is covered by the applicable open source or third-party license, if any, authorizing use of such code.

Ideas. Please note that Company generally does not accept unsolicited materials, content, services, or ideas for use or publication in connection with the Platform. However, to the extent you may suggest improvements and/or communicate to us ideas, feedback, inventions, discoveries, or concepts (“Ideas”), and you may discover or create the Ideas jointly with us. You agree that any such Ideas shall be and remain solely the property of Company and/or its licensors and may be used and sold, licensed, or otherwise provided by Company and/or its licensors to third parties, or published or otherwise publicly disclosed, in Company’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to Company any and all of your right, title, and interest in and to any such Ideas and all intellectual property rights therein.

8. Technical Data; License to Your Data; Communications
‍The Platform maintains certain personally identifiable information about you. Company will use and disclose your personally identifiable information as described in this agreement or Company’s Privacy Policy, as required by law or court order, and as necessary to provide the Platform and our services or to enforce our rights.

In order for Company to provide the Platform, you grant to Company, during and after the Term, a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free, and fully paid-up right and license to use, copy, encode, store, archive, translate, render into an audible and/or visual format, distribute, display, perform, transmit, and create derivative works from any information, content, materials, or other data entered during Registration or otherwise into the Platform, including Application Information and Farm Data, (“Data”) to the extent necessary for Company to (1) provide the Platform and the Content therein and our services, (2) perform our obligations under this agreement, (3) share Application Information and Farm Data with financial institutions, (4) compile analyses and statistical information from Data regarding usage or performance of the Platform and user engagement, (5) provide, monitor, correct, enhance, and improve the Platform and perform services related thereto, (6) develop new products or services, and (7) accomplish other internal business purpose or as described in Company’s Privacy Policy. Company reserves the right to maintain, delete, or destroy all Data and materials posted or uploaded to Platform pursuant to its internal record retention and/or destruction policies.

You also grant to Company a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free, and fully paid-up right and license to de-identify or aggregate Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data (“Deidentified Data”). You acknowledge and agree that Company has and retains exclusive and valid ownership of all Deidentified Data. Company shall also have the right to collect and analyze data and other information relating to the provision, use, and performance of the Platform and related systems and technologies (“Usage Data”), and you acknowledge and agree that Company has and retains exclusive and valid ownership of all Usage Data. Company will be free (during and after the Term) to use such Deidentified Data and Usage Data for any purpose, including to (1) improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other service offerings, (2) disclose such data in connection with our business, and (3) otherwise use and disclose such data as set forth in our Privacy Policy.

You represent and warrant that you own or have the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to Company the licenses set forth herein. You are responsible for all of your Data, and you represent and warrant that your Data will not violate the terms of this agreement, including the restrictions set forth in Section 5. If any of your Data violates this agreement, or is inappropriate in our judgment, we reserve the right, in our sole discretion and without notice to you, (1) to change, delete or remove, in part or in full, any of your Data, (2) to terminate or suspend access to the Platform, and/or (3) to terminate or suspend your account, in each case, with or without notice. Company will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with your Data. You shall indemnify, defend, and hold harmless Company, its affiliates, and their respective directors, officers, employees, and agents from and against any Loss (as defined below) arising from or related to a claim of a third party with respect to a breach of the foregoing representations and warranties.

9. No Warranties

‍THE PLATFORM, THE CROPBRIDGE PROGRAM, THE CONTENT, AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM, CONTENT, AND THE CROPBRIDGE PROGRAM. COMPANY, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PLATFORM, THE CROPBRIDGE PROGRAM, THE CONTENT,  OR ANY PART OF THE FOREGOING, AND ANY SERVICES PROVIDED BY COMPANY, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU. COMPANY DOES NOT WARRANT THAT THE PLATFORM, THE CONTENT, THE CROPBRIDGE PROGRAM, OR ANY SERVICES WILL BE UNINTERRUPTED, ACCURATE, OMISSION FREE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE PLATFORM, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Due to the continual development of new techniques for intruding upon and attacking networks, Company does not warrant that the Platform, or any equipment, system, or network on which it is used or accessed, will be free of vulnerability to intrusion or attack that results in your inability to use the Platform or the unauthorized access or disclosure or compromise of your information in the Platform.

Company cannot and does not guarantee or warrant that the Platform or files available for downloading from the internet or the Platform will be free of viruses or other destructive code or free of vulnerability of intrusion to attack. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the platform for any reconstruction of any lost data.

We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the Platform or portions thereof, including but not limited to the Platform’s features, look and feel, and functional elements and related services.

Although the Platform may include links providing direct access to third-party Internet sites as a convenience, the inclusion of a link is not, nor does it imply, an endorsement of, or an affiliation or association with, the linked site by Company. Company takes no responsibility for the availability or accuracy of content or information contained on those other sites, and does not exert any editorial or other control over those other sites. Company does not take responsibility for the privacy policies and practices of these third-party links.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer of warranty, the scope and duration of such warranty shall be the minimum permitted under such applicable law.

10. Limitation of Liability; Disclaimer of Damages
‍NEITHER COMPANY NOR ITS LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

THE PLATFORM IS PROVIDED TO YOU FREE OF CHARGE, AND IN NO EVENT SHALL COMPANY’S OR ITS LICENSORS’ AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PLATFORM AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PERSONAL INJURY, AND WRONGFUL DEATH), OR OTHERWISE, EXCEED $1,000. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, so some of the limitations and disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimers of warranties or limitations of liability, the scope and duration of such warranty and the extent of such liability shall be the minimum permitted under such applicable law.

You agree to indemnify, defend, and hold harmless to Company, its licensors, their affiliates, and their respective officers, directors, employees, and agents from and against any Loss arising from or related to any violation of the terms of this Agreement by you or your agents. This obligation will survive your use of the App and termination of this Agreement. For purposes of this Agreement, “Loss” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).

YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE PLATFORM.

Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement limits Company’s right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Platform or information provided to or gathered by Company with respect to such use.

To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to this agreement or your access to or use of the Platform within two (2) years from the date on which such claim or action arose or accrued, or such claim or cause of action will be irrevocably waived.

11. Digital Millennium Copyright Act. Company respects the intellectual property of others, and we expect our users to do the same. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent to receive DMCA Notices is: CropFiQ, Inc., Attn: DMCA Agent, P.O. Box 465 Hernando, MS 38632. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Company has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

Other Provisions

‍This agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. Company may freely transfer, assign, or delegate all or any part of this agreement and any rights or duties hereunder. You may not assign this agreement or any of the rights or licenses granted under this agreement. Any attempted sublicense, transfer, or assignment in violation of this agreement is void.

Except as otherwise expressly provided herein, this agreement (including the documents, pages, and any additional terms referenced herein) constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. No modification or amendment to this agreement will be valid or binding unless in writing and duly executed, including by clicking a button when presented to accept such amendment.

The failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this agreement.

If any provision of this agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (1) the validity and enforceability of all provisions of this agreement not ruled to be invalid or unenforceable will be unaffected; (2) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (3) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (4) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.

This agreement shall be construed and enforced in accordance with the laws of the state of Delaware (other than its conflicts of law provisions), and the venue for any dispute shall be exclusively in the federal or state courts having jurisdiction over Shelby County, Tennessee. We reserve the right to seek all remedies available at law and in equity for violations of the agreement, including, without limitation, the right to block access to the Platform from a particular account, device, and/or IP address.

Any cause of action or claim you may have with respect to the Platform must be commenced within one year after it arises, except to the extent such limitation is not enforceable. To the fullest extent permitted by law, each party to this agreement waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Platform.

Company shall not be liable for any failure to perform its obligations under this agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of it and not due to its own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.

Company does not agree to act as your agent or fiduciary in providing services through the Platform.

You may contact us at CropFiQ, Inc., Attn: Legal Department, P.O. Box 465 Hernando, MS 38632 for any notices, complaints, or claims with respect to the Platform.