Terms for using Cattle360

3.4 Ownership by Us. The Services, Aggregate Data and all derivative works, modifications and improvements to any of the foregoing, and all Intellectual Property Rights in or relating to any of the foregoing, are and shall remain Our exclusive property. Our brand features, including without limitation its corporate and product names and logos are trademarks of Ours or third parties, and no right or license is granted to use them.

3.5 Profit Share. In the event that We choose to sell or license Aggregate Data-related products to Non-Producers, We shall collectively pay Producer customers twenty-five percent (25%) of the net profits received therefrom. The amount We pay You shall be calculated in proportion to the number of acres on which You pay for service as part of Your subscription and the tenure of Your subscription, with longer-subscribing customers receiving higher profit share payments. In addition, We will provide You with annual updates on Our data licensing business in addition to any profit share payments You are due. The exact characterization of net profit We realize from selling or licensing Aggregate Data-related products and who is considered a Producer or Non-Producer shall be in Our sole determination. We will never sell Aggregate Data-related products to state or federal government agencies.

3.6 Data Storage and Retention. Upon request within thirty (30) days following expiration or termination of this Agreement, You shall have the opportunity to: (a) obtain Your Data from the Services in generally accessible electronic formats, and/or (b) request that We permanently remove any directly identifying information from Your Data and User accounts from Our platform, storage files and products. In the event of either request, We shall have three (3) months to comply, after which We have the right to retain any non-identifiable aspects of Your Data. After the thirty (30) day period following expiration or termination of this Agreement, We have no obligation to maintain, delete Your Data or provide Your Data to You, although We may keep a record of Your Data in compliance with the surviving provisions of this Agreement.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all confidential or proprietary information of You or Us disclosed to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to, marketing plans, budgets, financial information, technology, technical information, methods, processes, techniques, designs, computer programs and other business information. Without limiting the coverage of these confidentiality obligations, the parties acknowledge and agree that: (a) Your Confidential Information shall include Your Data and (b) Our Confidential Information shall include Our Services, Aggregate Data and all derivative works, modifications and improvements to such data made in conformance with Section 3.1, the terms and conditions of this Agreement, pricing and other terms set forth in all Order Forms hereunder.

4.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure without restriction on use or disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on use or disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

4.3 Nondisclosure. Subject to the express permissions of this Agreement, We and You will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms or by You or Us in respect to the Confidential Information each of us owns, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of Our respective employees, service providers, consultants, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. Except for the aforementioned employees, service providers, consultants, representatives and agents who would have access to Your Data on a confidential basis, and any potential Compelled Disclosure as described in Section 4.4 below, We will not provide third parties with access to Your Data without first obtaining your consent.

4.4 Compelled Disclosure. We may also access or disclose information about You, Your Users, Your Accounts, including Your Data, in the event that We (a) are required by an applicable court, legislative or administrative body, or Federal or State law of the United States, to disclose Confidential Information; or (b) believe in good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

5. FEES AND PAYMENTS

5.1 Fees. You shall pay to Us the fees for the Services set forth in any Order Form associated with this Agreement, ("Fees") in accordance with the terms set forth therein.

5.2 Taxes. You are responsible for any taxes, duties, levies, tariffs, and other governmental charges (other than Our income tax) associated with the sale of the Services, included any related penalties or interest ("Taxes") and will pay Us for the Services without any reduction for such amounts. If We are obligated to collect or pay Taxes, We shall include such Taxes on any Our invoice, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If You are required by law to withhold any Taxes from Your payments to Us, You must provide Us with official documentation to support such withholding.

5.3 Invoices; Payment; Late Payment. All amounts are due and payable upon receipt of Our invoice. Invoices will be issued through paper or electronic means on an annual basis, depending on the exact arrangement agreed to on an Order Form associated with this Agreement. Interest shall accrue on amounts more than fifteen (15) days past due at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due. You shall reimburse Us for the reasonable costs of collection, including legal fees.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall continue until the expiration of all Order Forms, unless terminated earlier as provided in this Agreement. The initial term and any renewal terms of each Order Form shall be as set forth therein. The initial term and renewal periods are collectively the "Term". Unless specified by a party, the termination of an Order Form shall not result in the termination of the Agreement or any other Order Forms.

6.2 Termination. Either party may terminate this Agreement or any Order Form upon written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach; provided that the cure period for any default with respect to payment shall be five (5) business days.

6.3 Cattle360 Early Termination Provision. During the first sixty (60) days of the term of an Order Form, We reserve the right to terminate the Order Form if we determine, in our reasonable business judgment (considering your efforts during the onboarding process), that You are unlikely to successfully implement the Services. In the event We terminate an Order Form under this Section 6.3, We shall refund to You eighty percent (80%) of any fees you prepaid for the services described in the Order for the then-current term.

6.4 Rights and Obligations Upon Termination. Upon expiration or termination of this Agreement or applicable Order Form, Your and Your Users’ right to access and use the Services thereunder shall immediately terminate, You and Your Users shall immediately cease all use of the Services.

6.5 Survival. The rights and obligations of Us and You contained in Sections 3, 4, 5, 3, 6.4, 8, 9, and 10 shall survive any expiration or termination of this Agreement.

7. WARRANTY AND DISCLAIMERS

7.1 Limited Warranty. We warrant that the Services will function substantially in accordance with our then-available product specifications. Your sole and exclusive remedy for any breach of the foregoing warranty will be for Us to re-perform the Services in a manner that conforms to the warranty. If we are unable, or is it is not reasonably commercially possible to correct the non-conformity and, if We are unable to correct the non-conformity, We may, at our discretion, terminate the applicable Order Form or Agreement and provide You a refund of any unused, prepaid fees for the applicable Term.

7.2 General Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVCES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS". NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, BETA SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

7.3 Specific Disclaimers. The results of any report, output or recommendation from the Services are based, in large part, by completeness, truth and accuracy of Your Data. Any incorrect information input by You or Your Users will affect such report, output or recommendation in a negative manner, potentially rendering them incorrect and damaging. Even if Your Data is comprehensive, true and accurate, we do warrant that any output, report or recommendation made available through the Services will processed correctly, save you money, increase profits, increase yields or any other result or otherwise allow you to meet your goals. You may not rely on the information contained in any report, output or recommendation, which are provided for informational purposes only. You must use your professional judgment in determining whether to comply with any such report, output or recommendation. We are not responsible for any of your acts or omissions resulting from your action or inaction resulting from such report, output or recommendation. As the Services evolve, We may provide You and Your Users’ explanations on how the Services work and certain additional specific disclaimers. Any such specific disclaimers acknowledged by any User, including through a clickwrap made available within the Services, are agreed to be incorporated by reference into this Agreement.

8. INDEMNIFICATION

8.1 Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of the Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a "Claim Against You"), and will indemnify You from: (a) any damages, awards or fees finally awarded against You or (b) for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 7.1, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon thirty (30) days’ written notice and refund You any prepaid, but unused fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your breach of this Agreement.

8.2 Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Services other than in conformance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify Us from any: (a) damages, awards or fees finally awarded against Us as a result of, or (b) for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

8.3 Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.

9. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the Northern District of California. We and You hereby submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

10.2 Entire Agreement. This Agreement, including any Order Forms, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.

10.3 Amendment. This Agreement may only be modified or amended by the affirmative consent from a duly authorized representative of each party. In the event that We modify the Agreement to reflect changes in our terms of service or privacy policy during the Term, We will notify You by email or other means and Your continued use of the Services will indicate Your affirmative consent to the amended terms. In the event You do not consent to the amended terms You may continue to use the Services as specified in this Agreement for remainder of the Term, but are required to indicate Your lack of consent to such amendments in writing within 30 days of being notified.

10.4 Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

10.5 Notices. We may periodically contact You and Your Users via email or other means to inform You and your Users about product updates, special offers or other information that We believe may be valuable. We will also notify You by email or other means, if Your Data is breached, accessed or disclosed inadvertently to a third party.

10.6 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force. The parties agree that neither party shall be deemed the drafter of this Agreement and, in the event any provision in this Agreement is alleged to be ambiguous, such provision will not be construed in favor of one party on the ground that the provision was drafted by the other party.

10.7 Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on behalf of the other without its prior written consent.

10.8 Assignment/Successors. You may not assign or transfer this Agreement, in whole or in part, without Our prior written consent. Any attempted assignment or transfer in violation of this Section will be null and void. Notwithstanding the foregoing, this Agreement shall inure to the benefit of the successors and permitted assigns of the parties.

10.9 Non-Exclusive Remedies. Except as set forth in this Agreement, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

10.10 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

LIFETIME PLAN LEGAL STATEMENT

This "Lifetime Plan" legal statement (the "Statement") governs your use of the Cattle360 Lifetime Plan (the "Lifetime Plan") offered by Cattle360. By subscribing to the Lifetime Plan, you agree to the terms and conditions outlined in this Statement.

1. LIFETIME PLAN DEFINITION:

The Lifetime Plan entitles you to use the Cattle360 without any additional subscription fees or charges for an unlimited duration as long as that Cattle360 still exists or still in business. However, this lifetime access is subject to the terms and conditions set forth herein.

2. USER RESPONSIBILITIES:

By subscribing to the Lifetime Plan, you agree to the following responsibilities:

2.1. Compliance: You shall use Cattle360 in compliance with all applicable laws and regulations.

2.2. Account Security: You are responsible for maintaining the security of your account credentials and agree not to share your account details with others.

3. COMPANY'S RESPONSIBILITIES:

3.1. Service Availability: The Company will make commercially reasonable efforts to ensure the availability and functionality of the Cattle360 for Lifetime Plan users.

3.2. Updates and Maintenance: The Company may perform periodic updates, maintenance, and improvements to the service. These updates may include new features, enhancements, or bug fixes. The Company reserves the right to modify the Lifetime Plan without prior notice.

4. LIMITATIONS:

4.1. Transferability: The Lifetime Plan is non-transferable, which means it cannot be transferred, sold, or gifted to other individuals or entities.

4.2. Misuse: The Company reserves the right to terminate or suspend your access to the Lifetime Plan if you misuse the service, violate these terms, or engage in any fraudulent activities.

5. TERMINATION:

The Company reserves the right to terminate the Lifetime Plan for all users or for specific users at its discretion. In the event of such termination, the Company will make reasonable efforts to provide users with advance notice.

6. DISCLAIMERS:

6.1. No Warranty: The Lifetime Plan is provided "as is" and without any warranties, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.