FARMBX, Inc. (“FarmTrace”) specializes in the collection, measurement and analysis of data in the farmer/food industry. Together with its affiliates, FarmTrace has developed and built an industry-leading software platform (the “FarmTrace Platform”) and various related (mobile) applications (jointly, the “FarmTrace Solution”) through which FarmTrace’s customers (and their customers) can access connected farmers’ data and gain in-depth insights about such farmers’ businesses and products. At the request of one of your suppliers or advisors (“Supplier”), FarmTrace will connect your farm to the FarmTrace Platform and, where applicable, make other elements of the FarmTrace Solution available to you.

These Farmer Terms and Conditions FarmTrace Platform (“FT&Cs”) apply both to your connection to the FarmTrace Platform and to your use of the FarmTrace Solution.

Please note that FarmTrace may amend, supplement or replace these FT&Cs from time to time.

1. YOUR OBLIGATIONS AND PERMITTED USE

1.1 You:

  1. are responsible for the quality, completeness, accuracy, and legality of all data and information provided by you to FarmTrace or to the FarmTrace Solution;
  2. are responsible for all non-FarmTrace hardware and software used by you or on your behalf in combination with the FarmTrace Solution;
  3. shall be responsible for the compliance with these FT&Cs by anyone who uses the FarmTrace Solution on your behalf or under your user account. Any act or omission by such person or persons will be deemed to be your act or omission, and you will be deemed to have permitted or facilitated such acts or omissions;
  4. shall use best efforts to prevent unauthorized access to or use of any elements of the FarmTrace Solution by any person or entity, and notify FarmTrace promptly after becoming aware of any such unauthorized access or use; and
  5. shall use the FarmTrace Solution only in accordance with all relevant FarmTrace guidelines and instructions as provided by FarmTrace to you and in accordance with all applicable laws and government regulations.

1.2 You shall not:

  1.  make any elements of the FarmTrace Solution available to, or use any elements of the FarmTraceSolution for the benefit of, any third party;
  2. create derivative works, decompile, decrypt, disassemble, modify, or reverse engineer theFarmTrace Solution in any way;
  3. (re)sell, (sub)license, distribute, rent or lease any elements of the FarmTrace Solution, or provide any elements of the FarmTrace Solution on a service bureau, timesharing or similar basis;
  4. copy any features, functions or graphics of the FarmTrace Solution for any purpose other than what is expressly permitted in any relevant FarmTrace user guides and instructions as provided by FarmTrace to you or what is reasonably necessary for your use of the FarmTrace Solution;
  5. send, store, spam, unlawful, infringing, obscene or libelous material, or any Harmful Code (as defined below), in, through or with any elements of the FarmTrace Solution;
  6. attempt to gain unauthorized access to, or disrupt the integrity or performance of any elements of the FarmTrace Solution;
  7. use any intellectual property rights contained in or accessible through any elements of the FarmTrace Solution for the purpose of building a competitive or similar product or service, or copying its features or user interfaces;
  8. use any elements of the FarmTrace Solution for any unlawful or illegal activity;
  9. delete or alter any disclaimers, warning, copyright or other proprietary notices accompanying the FarmTrace Solution;
  10. access any elements of the FarmTrace Solution with an intention to probe, scan or test the vulnerability of any systems or networks, or to breach or circumvent any security or authentication measures; or
  11. disclose the login information to any of your FarmTrace Solution user accounts to any third party, unless required by mandatory applicable law, in which case you shall notify FarmTrace thereof as soon as reasonably possible. The login information is provided for use by you only.

1.3 In the context of these FT&Cs, “Harmful Code” means: a virus, drop dead device, Trojan horse, time bomb, back door device, bot, or any other software routine that is harmful, destructive, disabling or that is meant or designed to assist in or enable theft or alternation of data or to allow access to, or use of, a computer system by an unauthorized person, or that otherwise disrupts or impairs the normal operation of a computer system.

2. MONITORING

2.1 You agree that FarmTrace may monitor your usage of the FarmTrace Solution, including all use under your user account(s), both for the purpose of monitoring compliance with these FT&Cs and for statistical and system administration purposes.

3. LIABILITY

3.1  In the context of this Agreement, “Losses” means: any and

all losses, damages, costs, fines, penalties, expenses (including legal fees) and other liabilities of any kind, whether foreseeable or not.

3.2  Any Losses relating to your connection to or use of the FarmTrace Solution, both incurred by you and/or incurred by anyone you allow to use the FarmTrace Solution, shall not be recoverable from FarmTrace. Any actions for the recovery of such Losses must be brought against your Supplier, not against FarmTrace.

3.3  Notwithstanding Section 3.2, FarmTrace shall not be liable, whether for negligence, breach of contract, tort,

misrepresentation or otherwise, for any indirect or consequential Losses, for any exemplary, special or punitive damages, for any loss of profits, goodwill, production, revenue or business opportunity, or for any missed or anticipated savings, relating to your connection to or use of the FarmTrace Solution.

3.4  Notwithstanding Section 3.2, the total cumulative liability of FarmTrace for any Losses incurred in relation to your connection to or use of the FarmTrace Solution, whether for negligence, breach of contract, tort, misrepresentation or otherwise, shall, in relation to all events occurring in a given calendar year, be limited to an amount equal to one time the aggregate fees invoiced to and paid by Supplier to FarmTrace for your use of, connection to and access to the FarmTrace Platform in that calendar year.

3.5  The exclusions and limitations of liability in this Section 3 shall not apply to liability arising out of or in relation to FarmTrace’s (or its directors or employees) willful intent (opzet), fraud (bedrog) or gross negligence (bewuste roekeloosheid).

4. INDEMNIFICATION

4.1 You shall indemnify FarmTrace and its affiliates and hold FarmTrace and its affiliates harmless from and against any and all Losses suffered or incurred by them arising out of or in relation to:

  1. any breach by you of your obligations under these FT&Cs;
  2. any claims, demands or suits that:
    1. the data or information provided by you or on your behalf to FarmTrace or the FarmTrace Solution, or use of such data;
    2. your use or use on your behalf of any element of the FarmTrace Solution in breach of these FT&Cs or FarmTrace’s instructions, infringes or misappropriates any third party’s intellectual property rights or other rights, or violates any laws or regulations.

5. DEPENDENCY ON SUPPLIER AGREEMENT

5.1 You acknowledge that these FT&Cs do not, and are not intended to, contain an obligation for FarmTrace to give you access to or a right to use the FarmTrace Solution.

5.2 You acknowledge that your access to and right to use the FarmTrace Solution in respect of Supplier is subject to the agreement between FarmTrace and Supplier and the terms contained therein.

5.3 You acknowledge that FarmTrace may terminate your access to and right to use the FarmTrace Solution in respect of Supplier in case of termination or expiry of the agreement between FarmTrace and Supplier.

6.APPLICABLE LAW AND JURISDICTION

6.1 These FT&Cs, and any and all disputes, controversies or claims arising out of or in relation to these FT&Cs shall be exclusively governed by, and interpreted in accordance with, the laws of the Netherlands, excluding its conflict of law rules.

6.2 Any disputes, controversies and claims arising out of or in connection with this Agreement and/or any further contracts resulting therefrom, shall be finally settled by the competent court in the Netherlands.