End User Subscription Agreement

This End User Subscription Agreement (“Agreement”), is effective as of (a) the Effective Date of the Leaf System Agreement and governs the right of End User to use the Leaf System.

Definitions:

“Agrarian” means Agrarian Labs, LLC.

“Leaf System” means Agrarian’s Leaf Farm Management System which consists of Mobile Device Software, SaaS Software, and related hardware components.

“Leaf System Agreement” means a Leaf System Sale Agreement between an End User and an authorized reseller of the Leaf System.

“Mobile Device Software” means software which is part of the Leaf System developed by Agrarian that is (a) pre-installed on mobile devices purchased by End User from Agrarian or an authorized reseller of the Leaf System or (b) downloadable from the App Store or Play Store for installation on End User mobile devices, the use of which is governed by the applicable software end user license agreement (EULA).

“SaaS Software” means the software developed by Agrarian and accessed online by Customer using a compatible web browser.

Agreement:

This Agreement grants End User the right and license to subscribe to and use the Leaf System.

1. Agrarian agrees to provide to End User the Leaf System on the terms set forth in the Leaf System Agreement and/or in this Agreement.  

2. The Fees for End User’s use of the Leaf System are set forth in the Leaf System Sale Agreement.

3. An End User’s use of the Leaf System will be governed by the terms of Terms of Use provided below.  

4. Agrarian will provide End User a user name (User ID) and password, which enables End User to access the Leaf System and enable use thereof during the term of the Leaf System Agreement.

5. Agrarian grants to End User a limited, non-exclusive, terminable, non-transferable license to access the Leaf System by logging into Agrarian’s Leaf website or by any other means on which the parties may agree, and to use the Leaf System during the term of the Leaf System Agreement.

6. All other terms and conditions that are part of this Agreement shall be as set forth in the Terms of Use, and this Agreement (inclusive of the Terms of Use) constitutes the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this Agreement and the terms of the then-current Terms of Use, the terms of the Agreement shall control.

7. End User agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the Leaf System. End User agrees to provide, install and maintain, at End User's expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Agrarian from time to time. End User shall be responsible for ongoing charges for End User's own use of such data communication lines.

8. An End User’s right to subscribe to and use the Leaf System shall terminate upon the first to occur of:

   1. The expiration of this Agreement in accordance with its terms;

   2. The early termination of this Agreement prior to the expiration of its Term (as defined below); or

   3. The termination of an applicable Leaf System Agreement.  

THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE BINDING ON BOTH AGRARIAN AND END USER UPON END USER’S SIGNATURE:

TERMS OF USE

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Leaf System; Grant of Rights

Agrarian grants you and your staff (collectively, the “Employees”), for the term indicated in a Leaf System Agreement or this Agreement, as applicable, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided in the Leaf System subject to these Terms of Use. The Leaf System may include download areas and product information provided by Agrarian or third-party vendors. The Leaf System, including any updates, enhancements, new features, and/or the addition of any new web-based capabilities, are subject to these Terms of Use. All rights not expressly granted to you and your Employees pursuant to this Agreement, applicable Pre-Release Agreement, and/or the Leaf Systems Agreement are reserved to Agrarian, and all uses of the Leaf System not expressly permitted hereunder or thereunder are prohibited.

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Permitted and Prohibited Use

Limited Use. The Leaf System shall be used by End User solely for the management of End User’s farming operations and End User's internal business purposes related thereto. Agrarian reserves the right, in its sole discretion, to limit your use of the Leaf System in the event that Agrarian determines that your use thereof is inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Use.

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Prohibited Uses.

You agree, for yourself and all your Employees, as a condition of use of the Leaf System, not to use the Leaf System for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Employees may not use the Leaf System in any manner that could damage, disable, overburden, or impair any Agrarian or other End User server, or the network(s) connected to any Agrarian or End User server, or interfere with any other party's use and enjoyment of the Leaf System. You and your Employees may not attempt to gain unauthorized access to any part of the Leaf System, other accounts, computer systems or networks connected to any Agrarian or End User server or to any part of the Leaf System, through hacking, password mining or any other means. You and your Employees may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Leaf System. Except as expressly set forth herein, you and your Employees may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Leaf System, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Leaf System, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Leaf System; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Leaf System’s control or security systems, or allow or assist a third party to do so.

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Suspension of Service.

Agrarian may at any time suspend (or require that you suspend) the access of your Employees to the Leaf System and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing so are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Agrarian or you have reason to suspect any such Employee is engaged in activities that may violate these Terms of Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Agrarian, your organization, your and our respective network or facilities. Agrarian shall not be liable to you or any of your Employees for suspension of the Leaf Service, regardless of the grounds.

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Ownership; End User and Employee Submissions

As between you and your Employees and Agrarian, the Leaf System, any material or information provided pursuant to the Leaf System, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Agrarian, its agents or contractors, are the property of Agrarian, and are protected by United States and international copyright, trademark and patent laws, as applicable. By using the Leaf System, neither you nor your Employees gain any ownership interest in such items.

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Agrarian does not claim ownership of the usage information you or your Employees provide for the use and operation of the Leaf System. However, Agrarian and its vendors and contractors may use such information to operate and administer the Leaf System. In addition, Agrarian may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.

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Agrarian reserves the right to upgrade, modify, replace or reconfigure the Leaf System at any time, provided that you will be provided at least thirty (30) days' advance notice for changes that materially and adversely affect any use of the Leaf System. Agrarian may also change the fee schedule, support terms, and service level agreements for the Leaf System subject to at least thirty (30) days' advance notice, except that the change will not apply for the remainder of the term of the Leaf System Agreement or applicable Pre-Release Agreement. Any such notice may be given and shall be effective if posted by Agrarian in the “Subscriber Alert” section of Agrarian's website, or if provided in an email sent to your account representative.

Links to Third Party Sites

The Leaf System website may provide links that allow you or your Employees to leave Agrarian's site and/or access third party websites. The linked sites in many cases are not under the control of Agrarian and Agrarian is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Agrarian is not responsible for webcasting or any other form of transmission received from any linked site. Agrarian provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Agrarian of the site.

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Use of Passwords; Internet

You are responsible for providing and administering usernames and passwords for all your Employees (the “Log-In Information”). Each Employee must have a valid username and password for the purpose of accessing the Leaf System. You and your Employees must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned employee and may not be shared or transferred without your consent and control.

You and your Employees are responsible for maintaining the confidentiality of that Employee's username and password. You and your Employees are responsible for any and all activities that occur under all your Employees' accounts. You agree to notify Agrarian immediately of any unauthorized use of your Employees' accounts or any other breach of security. Agrarian will not be liable for any loss that you or a User may incur as a result of someone else using your Employees' passwords or accounts, either with or without the applicable Employees' knowledge.

Agrarian does not guarantee the security of any information transmitted to or from you or any Employee over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each Employee’s sole responsibility and the responsibility of Internet provider(s) you select. Agrarian does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.

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Communications from Agrarian

Agrarian may periodically contact you or your Employees for End User service purposes. By accessing the Leaf System, you and each Employee consent to receive such communications. You agree that Agrarian may reference its business relationship with you in its marketing or sales materials.

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Agrarian Remedies

In the event that you default in any of the terms and conditions of a Leaf System Sale Agreement or these Terms of Use, as applicable, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Agrarian shall have the right to terminate this Agreement. All remedies of Agrarian hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Agrarian to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Agrarian of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.

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Notice Specific to Mobile Device Software

Mobile Device Software is the copyrighted work of Agrarian. Mobile Device Software is subject to the terms of the applicable EULA. 

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Mobile Device Software is made available for download solely as a component of, and may only be used with, the Leaf System. Any reproduction or redistribution of the Mobile Device Software not in accordance with these Terms of Use is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE MOBILE DEVICE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

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Changes to Terms of Use

AGRARIAN RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN AGRARIAN POSTS THE REVISED TERMS OF USE AS PART OF THE LEAF SYSTEM OR ON ANY RELATED WEBSITE. THE MOST CURRENT VERSION OF THE TERMS OF USE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERTEXT LINK LOCATED IN THE HOME PAGE FOR THE LEAF SYSTEM. EMPLOYEES SHOULD CHECK THE TERMS OF USE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF USE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF USE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.

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Termination of Agreement; Effect of Termination or Expiration

The Term of End User’s right to use the Leaf System will be governed by the  term of the Leaf System Agreement and begin upon the Effective Date thereof and will terminate upon the termination of the Leaf System Agreement.

In the event that you breach any term of this Agreement, or you or your Employees breach these Terms of Use, and such breach is not cured within 10 days after receipt of notice thereof from Agrarian, then notwithstanding the terms of the Leaf System Agreement to which you are a party, Agrarian may terminate this Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.

Upon termination of a Leaf System Agreement or of this Agreement, as applicable, all rights granted herein shall revert to Agrarian. All access to and use of the Leaf System by End User and its Employees will then cease, and all materials, applications software, and tools downloaded from Leaf System website must be erased, deleted, or destroyed.

No Warranties, Limitation of Liability

To the extent that the original manufacturer is not Agrarian or its affiliates and such manufacturer makes any warranties covering components of the Leaf System, Agrarian assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer. Agrarian will cooperate with you, at your cost, to process any warranty claim, but Agrarian assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE LEAF SYSTEM, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE LEAF SYSTEM, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE LEAF SYSTEM SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER.

THE LEAF SYSTEM AND ANY TOOLS, MOBILE DEVICE SOFTWARE, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE LEAF SYSTEM ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. AGRARIAN DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE LEAF SYSTEM.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGRARIAN OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF AGRARIAN'S OBLIGATIONS HEREUNDER. IN NO EVENT SHALL AGRARIAN BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.

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Agrarian and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure the Leaf System. You and your Employees release and waive all claims against Agrarian, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, Employees, agents and representatives of each of the foregoing (the “Agrarian Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Employees' use of the Leaf System. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Agrarian Group.

End User Representations

You represent and warrant that (i) you have full power and authority to enter into this Agreement, and to agree to all the terms and conditions contained herein and in these Terms of Use; (ii) only you and your Employees shall be permitted to access the Leaf System and any related tools, Mobile Device Software, information and materials provided in connection with the Leaf System; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Leaf System.

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Reporting Infringement

By accessing and/or using the Leaf Systems, Employees agree to report to Agrarian all claims or suspected claims of copyright or other infringement of Agrarian's intellectual property or other proprietary rights. Claims of infringement should be directed to Agrarian at info@agrarian.com.

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Miscellaneous.

Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party's reasonable control shall not be a breach hereof.

Agrarian shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from you, or by any cause beyond your reasonable control.

You acknowledge and agree that the Leaf System and the tools, applications, information and materials provided in connection with the Leaf System possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Agrarian or other end users for which Agrarian or such other end users would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Agrarian, Agrarian shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.

This Agreement shall be construed and enforced under the laws of the State of Arizona, USA without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of Arizona. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.

If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.

No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.

Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.