PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE SIGN UP BUTTON OR BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PASTURE.IO PLATFORM.

This Pasture.io Software and Services Agreement (“Agreement”) is entered into by Pasture.io, on behalf of itself and its worldwide affiliates, (“Pasture.io”) and you and governs Your access and use of the Pasture.io Platform (defined below). If You are accessing or using the Pasture.io Platform on behalf of a company or other legal entity, You represent and warrant that You are an authorized representative of that entity and have the authority to bind such entity to this Agreement, in which case the term “You” shall refer to such entity. You and Pasture.io hereby agree as follows:



1. Definitions

1. In addition to terms defined elsewhere in this Agreement, the terms set forth immediately below have the following meanings.

2. “Application” means any mobile, tablet or computer application to which the Pasture.io Platform communicates.

3. “Your Data” means (i) the identity of the individual or entity, if any, who invited You to use the Pasture.io Platform; (ii) the names of Your Applications; and (ii) the content of your farm account, including pastures measurements, animal production, location and GIS services.

4. “Documentation” means the documentation, instructions, user guides, and other documents made available by Pasture.io that relate to the Services and Software.

5. “Services” means the Site and any hosted software services made available via the Site, including without limitation any dashboards, reporting tools, or other services, or any Plugin.

6. “Site” means all websites and webpages hosted at the Pasture.io domain.

7. “Software” means the Pasture.io Platform and any connected Application.

8. “Term” means the term of this Agreement, which commences on the date upon which You entered into this Agreement and continues until terminated by You or Pasture.io.

9. “Usage Data” means all information, data and other content, not including any of Your Data, including without limitation IP addresses, web request headers, including without limitation browser type, user agent, and referral page, pages visited on the Site, cookie information from Your usage of the Site, including without limitation Google Analytics data, and other information relating to Your usage of the Services.



2. Licenses; Access Rights; Restrictions

1. License Grant. Subject to Your compliance with the terms and conditions of this Agreement (as a condition to the grants below), Pasture.io grants You, and You accept, a personal, nonexclusive, non-transferable, non-sublicensable, and revocable license, during the Term, to: (a) create events and use any Application within Your allocated organization solely for the purpose of running Events; (b) reproduce, install and use the Pasture.io Solution solely for the purpose of enabling the integration of one or more Kits into an Application; (c) incorporate the Pasture.io Solution into any Application and distribute (in object form only) the Pasture.io Solution solely as incorporated within such Application; (d) download and/or print a reasonable number of copies of any reports or results made available via the Services (“Reports”) for internal use by You only; and (e) make and use a reasonable number of copies of any Documentation solely to facilitate the exercise any of the licenses or rights granted to You under this Agreement.

2. Access to Services. During the Term, and subject to the terms and conditions of this Agreement, Pasture.io will use commercially reasonable efforts to provide You with access to the Services. You will cooperate with Pasture.io, as requested, to facilitate the initiation of Your access and use of the Services. You will identify a user name and password that will be used by You to access and use Your account on the Services. You will be responsible and liable for the acts or omissions of any person who accesses the Services via such account. You will (a) provide accurate, current, and complete information when setting up such account; (b) maintain and promptly update any account information; (c) maintain the security of any password and accept all risks of unauthorized access to its account; and (d) promptly notify Pasture.io if it discovers or otherwise suspects any security breaches related to such account.

3. Restrictions. You shall not directly or indirectly: (a) modify or create any derivative works of any Reports or any component of any Pasture.io Technology; (b) work around any technical limitations in any Pasture.io Technology or use any Pasture.io Technology in an attempt to, or in conjunction with any device, program, or service designed to, circumvent technical measures employed to control access to, or the rights in, a content, file, or other work; (c) reverse engineer, decompile, decipher, translate, disassemble, or otherwise attempt to access source code of any Pasture.io Technology (except as and only to the extent that the foregoing restriction is prohibited by applicable law); (d) publish, rent, lease, lend, sell, sublicense, distribute (except as permitted in Sections 2.1(c)), transfer, disclose, or otherwise make any Pasture.io Technology or Reports available to any third party; (e) remove or alter any proprietary notices or labels on or in any Pasture.io Technology or Reports; (f) use any Pasture.io Technology in connection with the development or transmission of any virus or malicious code; (g) use any Pasture.io Technology or Reports to infringe the rights of Pasture.io or any third party, or in any way that does not comply with all applicable laws; or (h) use any Pasture.io Technology (including to create any Application) in any way that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Pasture.io or any third party, including any mobile communications carrier.



3. Updates

1. You acknowledge that Pasture.io may update or modify any component of the Pasture.io Technology at any time and in its sole discretion without prior notice to You. You acknowledges that future versions of the Pasture.io Solution may be incompatible with Applications developed using previous versions of the Pasture.io Solution, which may adversely affect the manner in which You accesses or communicates with the Pasture.io Technology. Pasture.io may provision any updates to any Software automatically or it may prompt You to install such updates. If Pasture.io prompts You to install an updated version of any Software (“Updated Version”), the license granted under Section 2.1 of this Agreement (“License”) with respect to any previous version of such Software will be revoked upon release of such Updated Version and You will immediately discontinue all use of, and delete, such previous version; provided, however, that, the License to such previous version of the Pasture.io Solution shall not be immediately revoked if such previous version of the Pasture.io Solution has been incorporated within an Application that has been publicly distributed via an app store as of the date on which Pasture.io released the Updated Version (“Release Date”), (b) has already submitted to an app store for distribution approval as of the Release Date, or (c) submits to an app store for distribution approval within fourteen (14) days of the Release Date. Notwithstanding the foregoing, Pasture.io reserves the right, at any time, to revoke the License to any previous version of the Pasture.io Solution, regardless of the foregoing conditions, in which case You shall immediately discontinue all use of, and delete, such previous version of the Pasture.io Solution.



4. Kit Terms

1. Additional terms and conditions may apply to Your access and use of any Kit made available via any Plugin. You will comply with any terms applicable to any Kit that You installs, accesses, or uses. Certain Kits may be made available by third parties. Pasture.io provides such third-party Kits as a convenience only and does not endorse any such third-party Kits. You acknowledges and agrees that (i) such third-party Kits are not under the control of Pasture.io and Pasture.io is not responsible for such third-party Kits, and (ii) Pasture.io does not warrant and will not have any liability or responsibility for such third-party Kits.



5. Security

1. You is fully responsible for any Application, including for maintaining the security of any Application. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of any Application, including access by viruses, worms, or any other harmful code or material. You will immediately notify Pasture.io if You knows of or suspects any breach of security or potential vulnerability of any Application that may damage, interfere with, or otherwise impact any Pasture.io Technology or any information, content, or material accessible via any Pasture.io Technology. You will promptly remedy such breach or potential vulnerability.



6. Compliance

1. You shall comply with (a) all applicable laws, rules, and regulations, (b) all instructions and requirements set forth in any applicable Documentation, and (c) any applicable third-party terms, including any third-party terms applicable to any solution. You will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, any Software or technical information obtained under this Agreement, including without limitation any Documentation (y) without compliance with any laws applicable to the export or re-export of, any Software or technical information obtained under this Agreement.



7. Your Feedback

1. From time to time, Pasture.io may solicit from You or You may provide, in its sole discretion, suggestions for changes, modifications, or improvements or any other feedback related to any Pasture.io Technology or Pasture.io (collectively,“Your Feedback”). All Your Feedback shall be solely owned by Pasture.io (including all intellectual property rights therein and thereto) and shall also be deemed Pasture.io’s Confidential Information. You hereby assigns all of its right, title, and interest in and to any Your Feedback to Pasture.io and acknowledges that Pasture.io has the unrestricted right to use and exploit such Your Feedback in any manner, without attribution, and without any obligations or compensation to You.



8. Your Data

1. You hereby grants Pasture.io a worldwide, nonexclusive, and royalty-free right and license to access, copy, distribute, process, and use Your Data solely for the purpose of (a) providing any Pasture.io Technology to You; (b) creating aggregate measures of any Pasture.io Technology usage, engagement, and performance; and (c) improving any component of the Pasture.io Technology generally or any other service of Pasture.io, including, without limitation, by reusing all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes, and techniques) acquired during provision of any Pasture.io Technology.

2. You acknowledge and agrees that Pasture.io will not assume any responsibility or liability for, or undertake to verify, the legality, accuracy or completeness of any Your Data. Pasture.io shall have no obligation to store, delete, or return any Your Data. You represent and warrants that it owns all right, title, and interest, or possesses sufficient license rights, in and to the Your Data as may be necessary to grant the rights and licenses under this section. You bear all responsibility and liability for the legality, accuracy, and completeness of the Your Data and Pasture.io’s access, possession, distribution, and use thereof, as permitted herein.

3. Pasture.io shall not disclose Your Data to any third party; provided, however, that Pasture.io shall have the right to disclose any such information (i) if Pasture.io believes that such disclosure is reasonably necessary to comply with any applicable law, regulation, legal process, or governmental request, (ii) to any third-party service provider that performs services on behalf of Pasture.io subject to confidentiality obligations consistent with this Agreement, or (iii) if it is or becomes available to the public without breach of this Agreement by Pasture.io.



9. Your Systems

1. You are solely responsible for providing all modems, servers, devices, storage, software, databases, network, and communications equipment, and ancillary services needed to connect to, access, or otherwise use the Pasture.io Technology (collectively, “Your Systems”). You shall ensure that Your Systems are compatible with any Pasture.io Technology and comply with all configurations and specifications described in the applicable Documentation.



10. Payment, Refunds, Upgrading & Downgrading terms

1. All paid plans must enter valid payment details. Trial accounts are exempt from providing this information.

2. Valid payment methods include but might not be limited to credit card payment and bank transfers.

3. The first free use on a trial account is limited to 30 days. By registering greater than 7 sessions on the Pasture.io Platform with the limited 30 day period, You are required to provide payment details will be charged according to you chosen Plan at the end of the 30 day trial period.

4. For annual payment plans, the service is billed at the beginning of each 12 month period. Payments are due a variable number of days after billing, depending on jurisdiction and at Pasture.io’s own discretion. There will be no refunds or credits for unused or only partially used months or plan contracts with an open account.

5. Termination of an account will automatically charge or invoice for any fees accrued in the current billing cycle.

6. All service fees exclude taxes, levies and duties imposed by taxing authorities.



11. Suspension; Discontinuance

1. Pasture.io reserves the right to discontinue or suspend access (permanently or temporarily) to the Pasture.io Platform or any features or portions thereof without prior notice. Pasture.io will not be liable for any suspension or discontinuance of any Pasture.io Platform or any part thereof.



12. Confidentiality

1. “Confidential Information” means any information disclosed by Pasture.io to You that is marked or otherwise identified as “confidential” or “proprietary,” or by its nature or the circumstances of disclosure should reasonably be understood to be confidential. In particular, Confidential Information shall include the Pasture.io Technology, Reports, and all related information. You may use the Confidential Information only as necessary in fulfilling its obligations or exercising its rights under this Agreement. You may not disclose any Confidential Information to any third party without Pasture.io’s prior written consent. You will protect Confidential Information from unauthorized use, access, and disclosure in the same manner that it protects its own confidential and proprietary information of a similar nature, but in no event with less than a reasonable degree of care. Promptly upon Pasture.io’s request at any time, You shall return all tangible Confidential Information, and/or permanently erase all Confidential Information from any storage media and destroy all information, records, copies, summaries, analyses, and materials developed therefrom.

2. Limitations. The foregoing obligations shall not apply to any information that You can demonstrate is (i) already known by it without restriction, (ii) rightfully furnished to it without restriction by a third party not in breach of any obligation of this Agreement or any other applicable confidentiality obligation or agreement, (iii) generally available to the public without breach of this Agreement or wrongdoing by any party, or (iv) independently developed by it without reference to or use of any information deemed confidential under this section and without any violation of any obligation of this Agreement. You shall be responsible for any breach of confidentiality by its employees, contractors, and agents, as applicable. Nothing herein shall prevent You from disclosing any Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement, or similar requirement or investigation; provided, however, prior to any such disclosure, You shall use reasonable efforts to promptly notify Pasture.io in writing of such requirement to disclose, and cooperate in protecting against or minimizing any such disclosure and/or obtaining a protective order.



13. Ownership; Reservation of Rights

1. Pasture.io retains all right, title, and interest in and to any Usage Data. Pasture.io and its suppliers own all right, title, interest, copyright, and other intellectual property rights in any Pasture.io Technology (and any derivative works and enhancements thereof developed by or on behalf of Pasture.io) and reserve all rights not expressly granted to You in this Agreement. The Pasture.io Technology (and any derivative works and enhancements thereof developed by or on behalf of Pasture.io) are protected by copyright and other intellectual property laws and treaties. THE PASTURE.IO TECHNOLOGY IS LICENSED AS SET FORTH IN SECTION 2, NOT SOLD.



14. Your Representations and Warranties

1. You represent and warrants to Pasture.io that: (a) the Applications do not and will not infringe any intellectual property or other proprietary right of any third party or violate any right of or duty owed to any third party (including contract rights, privacy rights, and publicity rights); and (b) the Applications and Your performance under this Agreement (including use of the Pasture.io Technology) do not and will not violate any applicable law, rule, or regulation.



15. Pasture.io Disclaimers

1. THE PASTURE.IO TECHNOLOGY AND REPORTS ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, PASTURE.IO AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “PASTURE.IO ENTITIES”) MAKE NO REPRESENTATION OR WARRANTY (I) THAT THE PASTURE.IO TECHNOLOGY AND REPORTS OR RESULTS THEREFROM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR BUG-FREE, (II) REGARDING THE RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE PASTURE.IO TECHNOLOGY OR REPORTS, OR (III) THAT ANY ERRORS IN THE PASTURE.IO TECHNOLOGY OR REPORTS CAN OR WILL BE CORRECTED. THE PASTURE.IO ENTITIES HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.



16. Indemnification

1(a). You will indemnify, defend, and hold harmless the Pasture.io Entities from all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees), whether actual or alleged (collectively, “Claims”), that arise out of or in connection with Your (a) use of the Pasture.io Technology or Reports; (b) actual or alleged infringement, misappropriation, or violation of the rights of any third party, including without limitation any intellectual property rights, privacy rights, or publicity rights; and (c) breach of any term of this Agreement, including without limitation Your representations and warranties set forth in Section 13 above. You are solely responsible for defending any Claim against the Pasture.io Entities, subject to such Pasture.io Entities’ right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against the Pasture.io Entities, provided that You will not agree to any settlement related to any Claims without the Pasture.io Entities’ prior express written consent regardless of whether or not such settlement releases the Pasture.io Entities from any obligation or liability. Limitation of Liability

1(b). IN NO EVENT WILL THE PASTURE.IO ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES ASSOCIATED WITH ANY LOSS OF USE, BUSINESS, PROFITS, OR GOODWILL OR FOR INTERRUPTION OR LOSS OR CORRUPTION OF DATA OR NETWORKS.

2(a). IN NO EVENT WILL THE PASTURE.IO ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES ASSOCIATED WITH ANY LOSS OF USE, BUSINESS, PROFITS, OR GOODWILL OR FOR INTERRUPTION OR LOSS OR CORRUPTION OF DATA OR NETWORKS.

2(b). IN NO EVENT WILL THE PASTURE.IO ENTITIES’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT EXCEED FIFTY($50.00) DOLLARS (USD).

2(c). THE FOREGOING LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ANY AND ALL CLAIMS, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.



17. Termination

1. Either party may terminate this Agreement with or without cause immediately upon providing notice to the other party. Upon any termination of this Agreement, (a) You must discontinue accessing and using the Pasture.io Technology and delete all Software and Documentation; (b) the provisions in Sections 4 (Kit Terms), 7 (Your Feedback), 8 (Your Data), 11 (Confidentiality), 12 (Ownership; Reservation of Rights), 14 (Pasture.io Disclaimers), 15 (Indemnification), 16 (Limitation of Liability), this Section 17 (Termination) and Section 18(e) (Governing Law; Venue; Prevailing Fees) shall survive; (c) all obligations or liabilities that accrued prior to the effective date of termination and all remedies for breach of this Agreement shall survive; and (d) all other rights, obligations, and licenses of the parties under this Agreement shall terminate.



18. Miscellaneous

1. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings, or agreements (oral or written), between the parties about the subject matter of this Agreement.

2. Amendments. Pasture.io may amend this Agreement from time to time. If Pasture.io makes a change to this Agreement that, in its sole discretion, is material, Pasture.io will notify You by providing notice of the change through the Services, the Plugin, or at the email address that You provided to Pasture.io upon signing up to access the Services. If You do not agree to the modified terms of the Agreement, You shall notify Pasture.io in writing within thirty (30) days, after which this Agreement shall immediately terminate and the Pasture.io Entities shall have no further responsibility or liability to You.

3. Waivers. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.

4. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

5. Governing Law; Venue; Prevailing Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Tasmania, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to this Agreement. Exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in Tasmania, Hobart, Australia, and both parties consent to the jurisdiction of such courts with respect to any such actions; provided, however, that the Pasture.io Entities may seek equitable or similar relief from any court of competent jurisdiction to prevent or restrain any breach or threatened breach of this Agreement by You. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

6. Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

7. Notices. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, confirmed electronic transmission, recognized express delivery courier, or certified or registered mail, prepaid and return receipt requested, addressed to the other party, which, in the case of You, shall be the email address that You provided to Pasture.io upon signing up for the Services, and, in the case of Pasture.io, shall be Pasture.io. 10/51 Mt Stuart Rd, Mount Stuart, Tasmania, 7000, Australia, Attn: Legal Department, or at such other address for either party as is designated in a subsequent notice. All notices shall be in English, and deemed to have been received when they are hand delivered, or five business days of their mailing, or upon confirmed electronic transmission or confirmed facsimile transmission.

8. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, transferred, or delegated, in whole or in part, by You without Pasture.io’s prior written consent; provided, however, that, upon notice to Pasture.io, You shall have the right to assign this Agreement and its rights and obligations hereunder in the event of its merger, change in control, or similar transaction. Any assignment or transfer in violation of the foregoing shall automatically be null and void. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties hereto.

9. Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party will have the right or authority to assume or create any obligation or responsibility on behalf of the other party.

10. No Publicity. You will not issue any press release or otherwise make any public announcement with respect to this Agreement, any Pasture.io Technology, or Your relationship with Pasture.io without Pasture.io’s prior written consent.

Last Updated: January 20, 2017

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