General Terms and Conditions 1. DEFINITIONS Affiliate(s) means any legal entity controlling, controlled by or under ultimate common control with GEOSYS. Control shall mean, in this context, that the controlling entity has the power, directly or indirectly by means of voting power, contract or otherwise, to govern the operating and financial policies of the controlled entity. Agreement means these general terms and conditions, Exhibits and, if any, any Statement of Work attached. AOI means the Area Of Interest defined in Part 1. CLIENT means the legal entity acquiring the right to use the Services, as specified in the first page of this Agreement. Data means images, maps, information, reports, analysis owned by GEOSYS and/or Third Party Providers, included in the Services. End-Users means the Registered Users and, if any, Licensees, as identified in Part 1. Services means GEOSYS services for agronomic and agricultural use as detailed in Part 1 “Description and Scope of the Services” provided by GEOSYS to THE CLIENT under this Agreement. Licensees means third parties, identified in Part 1, to which THE CLIENT has sub-licensed the right to use the Services. Third Party Providers means third parties providing Data accessible for THE CLIENT through the Services. Products mean any products and/or services created by THE CLIENT or third parties through the use of the GEOSYS Services. Registered Users means the users of the Services, who are given access to the Services by THE CLIENT or, if any, by the Licensees. GEOSYS means the GEOSYS legal entity providing the Services to THE CLIENT, as specified in the first page of this Agreement. 2. PURPOSE GEOSYS will provide (i) the Services using the software, tools, methods, equipment, access to web site, Data, and materials owned by GEOSYS or Third Party Providers, described in Part 1 ““Description and Scope of Services”” and (ii) if so required by THE CLIENT and accepted by GEOSYS, dedicated services as detailed in Exhibit 1 “Dedicated Services”. The Services are intended to be used to assist in supporting business decisions in the agronomic and agricultural industries. The Services are only for professionals and GEOSYS excludes any liability for all decisions based on the Services taken by THE CLIENT, the Licensees or Registered Users. In any case, THE CLIENT remains solely responsible for the use THE CLIENT, the Licensees or the Registered Users make of the Services under this Agreement. 3. GRANT Unless specified otherwise in Part 1, GEOSYS hereby grants to THE CLIENT during the term of this Agreement a non-exclusive, non-transferable for any purposes, non-assignable, as a free or chargeable act, non-sub licensable, revocable limited license to use the Services as detailed in Part 1 of this Agreement, in the AOI and under conditions specified in Part 1 of this Agreement. The license to use the Services will include for THE CLIENT the right to access, consult and use Data, as provided in Part 1. THE CLIENT will take adequate precautions to avoid infringement on the proprietary rights of GEOSYS and Third Party Providers. GEOSYS will provide THE CLIENT’s employees or third parties who have been designated by THE CLIENT in Part 1 as Registered Users of Services with an identifier and a password (the “Access Keys”). 4. REGISTERED USERS Registered Users, as detailed in Part 1 of this Agreement are authorized to access to the Services provided that: a) Registered Users approve the terms of the End User License Agreement (EULA), attached in Exhibit 3 and available in GEOSYS’ web site or mobile app, b) Registered Users are subject to a registration procedure (creation of Access Keys). 5. ACCESS KEYS Only Registered Users, identified by THE CLIENT or the Licensees, will be authorized to access to the Services. THE CLIENT will be responsible for assigning, disabling, safekeeping and other administering the Access Keys, THE CLIENT will provide an updated list of Registered Users upon GEOSYS’s request. The Access Keys are confidential and the property of GEOSYS and may be revoked: (i) if THE CLIENT, the Licensees or any Registered Users misuse or disclose them to any third party (other than as expressly permitted under this Agreement), (ii) if the Access Keys are compromised for any reason, (iii) if THE CLIENT, its Licensee or any Registered Users violate any term of this Agreement, or (iv) upon termination or expiration of this Agreement. THE CLIENT acknowledges and agrees that it shall be and remain responsible and liable for all acts and omissions of its employees, its Licensees or of any Registered Users with respect to the Access Keys and for any breach of this Agreement by the Registered Users. THE CLIENT will not allow any third party access to the Services except if expressly specified in Part 1. 6. MAINTENANCE AND SUPPORT SERVICES If maintenance and support services are provided by GEOSYS, they will be described in Exhibit 2. 7. BRAND USE Marketing and promotion of the Services by THE CLIENT or Licensees will be governed by the Branding Policy, as specified in Exhibit 4. 8. INTELLECTUAL PROPERTY (IP) Intellectual Property rights (IP) means any and all known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, patentable ideas or methodologies, analysis, designs, algorithms, and other industrial property rights, all other intellectual and industrial property rights of every kind and nature throughout the universe and however designated including without limitation, logos, rental rights and rights to remuneration, whether arising by operation of law, contract, license or otherwise, and (e) all registration, applications, renewals, extension, continuations, divisionals or reissues thereof now or hereafter in force (including all rights in any of the foregoing). 8.1 GEOSYS IP GEOSYS IP included in the Services is protected by copyright law and international copyright treaties as well as other intellectual property laws and treaties. GEOSYS owns and will at all times own GEOSYS IP contained in the Services, including without limitation the generality of the foregoing, all upgrades, enhancements, modifications, improvements, customization, or derivative works thereof even if these development have been created by GEOSYS in accordance with this Agreement, including those developed based upon any feedback or suggestion of THE CLIENT. Nothing in this Agreement will grant to THE CLIENT any right, title or interest in or to GEOSYS IP contained in the Services. GEOSYS will have the sole right to obtain, in its own name, statutory protection in the form of patents, industrial designs, trade-marks and copyrights for invention, industrial designs, trade-marks and original works of authorship that it owns, including all such rights as may exist in and to the Services and in any upgrades, enhancements, modifications, improvements, or derivative works thereof. THE CLIENT shall not during this Agreement or at any time thereafter seek to register anywhere in the world any intellectual property rights owned by GEOSYS. THE CLIENT will not, nor will THE CLIENT knowingly permit any third party to modify or create derivative works of GEOSYS IP contained in the Services, reverse engineer or attempt to discover any source code or underlying ideas or algorithms proprietary to GEOSYS related to GEOSYS IP contained in the Services. To reproduce, republish, distribute or publicly display any GEOSYS IP, THE CLIENT will need written permission from GEOSYS. THE CLIENT undertakes to notify GEOSYS as soon as THE CLIENT has the knowledge of any actual or threatened infringement of GEOSYS IP and of any claim or action made or brought against GEOSYS for infringement of the intellectual property rights before the courts or otherwise. THE CLIENT undertakes all reasonable efforts to provide GEOSYS free of charge with any documents and information THE CLIENT has and any assistance which could be necessary for GEOSYS’ claim or its defense relating to GEOSYS IP. THE CLIENT acknowledges and agrees that GEOSYS may continue to make changes and enhance the Services and that those changes and enhancements will be owned by GEOSYS. 8.2 THIRD PARTY PROVIDERS IP Data owned by the Third Party Providers that are contained in the Services remain the ownership of the Third Party Providers. GEOSYS represents to THE CLIENT that THE CLIENT has the right to use this Third Party Provider Data through the Services in accordance with the terms of this Agreement. Third Party Providers IP is subject to copyright and other property rights owned by the Third Party Providers. The Third Party Providers will have the sole right to obtain, in their own name, statutory protection in the form of patents, industrial designs, trade-marks and copyrights for invention, industrial designs, trade-marks and original works of authorship that it owns, including all such rights as may exist into the information and in any upgrades, enhancements, modifications, improvements, or derivative works thereof, including those developed based upon any feedback back or suggestion of THE CLIENT. Use of Third Party Providers IP through the use of the Services will be limited to the terms of this Agreement. Nothing of this Agreement will be deemed as resulting in any transfer to THE CLIENT (or Registered Users or Licensees) of the property rights of Third Party Providers IP. Nothing in this Agreement will be deemed as creating a license of the Third Party Providers IP between THE CLIENT (or Registered Users or Licensees) and Third Party Providers. There is no implied license under this Agreement between THE CLIENT and the Third Party Providers. THE CLIENT agrees that Third Party Providers IP may be subject to restrictions to use. 8.3 CLIENT IP CLIENT IP shall only include that IP which was (i) in THE CLIENT’s possession prior to entering into this Agreement or (ii) independently developed by THE CLIENT without use or access to GEOSYS IP or confidential information prior to or after entering into this Agreement. CLIENT IP will remain the exclusive property of THE CLIENT. Client data that is provided by Client and is used in the service to create Client’s products remains the exclusive property of the CLIENT. GEOSYS will, during the Initial Term and any renewal period(s) thereafter, be entitled to use without charge CLIENT IP to the extent necessary for GEOSYS to perform its obligations under the Agreement. 9. GEOSYS WARRANTY 9.1 GENERAL THE CLIENT expressly understands and agrees that the use of the Services is at THE CLIENT’s sole risk and that the Services and Data are provided AS IS and AS AVAILABLE. GEOSYS undertakes to use its best efforts to perform its obligations under this Agreement with the customary standard of care in the profession. GEOSYS represents and warrants that entering into and carrying out the terms and conditions of this Agreement will not violate or constitutes a breach of any agreement binding upon GEOSYS. 9.2 IP GEOSYS warrants being the lawful holder of all GEOSYS IP, including mathematical models, necessary for the execution of this Agreement. GEOSYS will, at its own cost and expense, indemnify and defend any action (including payment of reasonable attorney’s fees, expert fees, and costs) brought by a third party against THE CLIENT to the extent that it is based on a claim that the Services constitute an infringement of any third party patent, trade mark or copyright, provided that THE CLIENT: (1) promptly notifies GEOSYS of a claim, and (2) makes no admission without GEOSYS’ written consent, and (3) reasonably assists GEOSYS to conduct all negotiations and litigation, if requested by GEOSYS. Notwithstanding the foregoing, GEOSYS will have no obligation to defend and/or indemnity THE CLIENT to the extent the claims giving rise to such request for defense or indemnity arise from (a) use of the Services in violation of this Agreement or applicable law, (b) use of the Services after GEOSYS notifies THE CLIENT to discontinue use because of an infringement claim, (c) unauthorized modifications to the Services not made by GEOSYS, or (d) use of the Services in unauthorized combination with any software, application or service made or provided other than by GEOSYS. GEOSYS is authorized, at its own expense, to defend or, at its option, to settle the claims. In the event that the Services or part of the Services are held by a final court decision to constitute an actual infringement, GEOSYS will at its own costs and sole option, either obtain the right for THE CLIENT to continue using the Services, or to replace or modify the Services that it become non-infringing, or to reimburse THE CLIENT of the amount actually paid under this Agreement, any other remedy excluded. 10. CLIENT WARRANTY THE CLIENT warrants that the performance of the services and/or creation of the Products by itself or Licensees or Registered Users through the use of the Services do not infringe any third-party intellectual property rights. THE CLIENT will, at its own cost and expense, indemnify and defend any action (including payment of reasonable attorney’s fees, expert fees, and costs) brought against, or incurred by, GEOSYS, its affiliates, officers, employees, directors, and Third Party Providers to the extent arising from a claim that the Products, or the combination thereof with the Services, constitutes an infringement of any third party’s intellectual property rights, patent, trade mark or copyright. GEOSYS shall (1) notify THE CLIENT within thirty (30) days of receipt of such claim, and (2) make no admission without THE CLIENT written consent, and (3) reasonably assist THE CLIENT to conduct all negotiations and litigation, if requested by THE CLIENT. 11. DEDICATED SERVICES Dedicated services to be performed by GEOSYS under this Agreement are detailed in Exhibit 1 and materialized by a Statement of Work. If THE CLIENT desires GEOSYS to perform other dedicated services, an additional Statement of Work will be prepared by GEOSYS. Upon the completion of all dedicated services detailed in the Statement of Work, GEOSYS will verify that the dedicated services are in full compliance with all applicable specifications and performance criteria specified in the Statement of Work, as specified in Exhibit 1. If necessary for dedicated services, THE CLIENT will grant to GEOSYS a fully paid-up, non-exclusive and royalty-free right to reproduce and display THE CLIENT name, trade name, logo or other identifying mark (hereinafter referred as to THE CLIENT’s Branding) solely and exclusively within the Services. GEOSYS will properly attribute and designate THE CLIENT’s Branding as being owned by or the property of THE CLIENT. If the provisions of a Statement of Work conflict with the provisions of this Agreement, the provisions of this Agreement will prevail except otherwise agreed between the Parties. 12. FEES and TAXES In consideration of the grant of license of use of the Services, dedicated services and technical support, as detailed in Exhibits attached, THE CLIENT hereby agrees to pay GEOSYS the fees and taxes as specified in Part 2. Fees will be billed as detailed in Part 2 and will be payable by THE CLIENT as specified in Part 2. Except otherwise stipulated, the Services will be provided only if fees are fully paid. 13. TERM Unless expressly stated otherwise in Part 1 (Description and Scope of the Services) of this Agreement, this Agreement shall commence on the Effective Date and will continue for a period specified in Part 1 (“Initial Term”). After completion of the Initial Term, and except otherwise stipulated in Part 1, this Agreement will automatically renew for successive one year renewal terms unless Client provides at least ninety (90) days’ written notice prior to the end of the Initial Term or a renewal period of its intent to not renew the Agreement. 14. TERMINATION 14.1 GEOSYS Termination. GEOSYS may terminate this Agreement if THE CLIENT has not complied with any of the requirements or restrictions described in this Agreement, does not pay the fees as specified in Part 2 or has otherwise violated this Agreement. In such a case, this Agreement will be terminated by GEOSYS if THE CLIENT has not cured the default within ten (10) days of reception of a written notice. In addition, GEOSYS may terminate this Agreement forthwith in the event of bankruptcy or insolvency of THE CLIENT or in the event any proceeding is brought by or against THE CLIENT under the bankruptcy or insolvency laws, by the appointment of a receiver over all or a substantial part of the assets of THE CLIENT, or by THE CLIENT’s making of an assignment for the benefit of its creditors. 14.2 CLIENT Termination. THE CLIENT may terminate this Agreement if GEOSYS has not complied with any material requirements described in this Agreement and fails to cure the default within thirty (30) days of reception of a written notice. 15. EFFECT OF TERMINATION When this Agreement is terminated, THE CLIENT and Licensees will immediately stop using the Services. Any sub-license agreements entered by THE CLIENT will be automatically terminated. Registered Users will no more be authorized to use the Services. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under this Agreement prior to termination. Neither party will be liable to the other, because of such a termination, for compensation, reimbursement or damages on account of loss of prospective profits or anticipated sales or on account of expenditures, inventory investments lease, or commitments in connection with the business or goodwill of the Services. 16. DISCLAIMERS OF WARRANTIES Nothing in this Agreement will exclude or limit GEOSYS' warranty or liability for losses that may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for certain types of loss or damages. Accordingly, only the limitations that are lawful in the applicable law will apply to THE CLIENT, and GEOSYS’ s liability will be limited to the maximum extent permitted by applicable law. THE CLIENT expressly understands and agrees that the use of the services is at THE CLIENT, Licensees and Registered Users’ sole risk and that the services are provided "as is" and "as available." IN PARTICULAR, GEOSYS DOES NOT REPRESENT OR WARRANT THAT: (a) THE USE OF THE SERVICES WILL MEET THE CLIENT, LICENSEES OR REGISTERED USERS’ REQUIREMENTS; (b) THE USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. Except as otherwise explicitly set forth herein, GEOSYS further expressly disclaims all warranties and conditions of any kind, whether express or implied, including but not limited to the implied warranties and conditions of merchantability and fitness for a particular purpose. 17. LIMITATION OF LIABILITY THE CLIENT expressly understands and agrees that, to the maximum extent permitted by applicable law, GEOSYS, its subsidiaries, and affiliates, and Third Party Providers, will not be liable to THE CLIENT, Licensees and Registered Users for: (a) Any, indirect, incidental, special, consequential or exemplary damages that may be incurred by THE CLIENT and/or Licensees and/or Registered Users including, but not be limited to any loss of revenue, any loss of profit (whether incurred directly or indirectly, any loss of goodwill or business reputation, any loss of data, cost of procurement of substitute goods or services, or other intangible loss arising in connection with this Agreement and/or the Services and/or dedicated services (including any storage services) even if GEOSYS has been advised of the possibility of those damages; (b) Further GEOSYS aggregate liability arising in connection with this Agreement will not exceed the amount of fees paid by THE CLIENT to GEOSYS in the twelve (12) months prior the date the claim arises. 18. CLIENT’S LIABILITY THE CLIENT acknowledges that the use of the Services is at its own risk. THE CLIENT and Licensees will develop and market the Services and/or the Products under their own liability. Any analysis contained in GEOSYS report is provided for informational purposes and cannot be considered as a recommendation. The use of the information contained in GEOSYS report is always at THE CLIENT own risk. Nothing in this Agreement and no use of the Services and/or Data will be construed as GEOSYS endorsement or approval of the Product developed by THE CLIENT, by Licensees or by Registered Users. GEOSYS will not be liable for any relationships between THE CLIENT and, if any, Licensees. Any non-compliance by a Licensee or a Registered User with the terms of this Agreement will be deemed a breach by THE CLIENT of this Agreement and THE CLIENT shall be jointly and severably liable on behalf of its employees, Registered Users and/or Licensees. 19. RELATIONSHIPS OF THE PARTIES GEOSYS and THE CLIENT are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sale representative or employment relationship between GEOSYS and THE CLIENT. THE CLIENT will have no authority to make or accept any offers or representations on GEOSYS’ behalf. 20. NON COMPETITION During the term of this Agreement, THE CLIENT and Licensees shall not develop identical or similarly situated products competing with the Products developed through the Services under this Agreement. 21. NON SOLLICITATION During the term of this Agreement, THE CLIENT will not, either for itself or any of its affiliates, induce or attempt to induce any employee of GEOSYS or GEOSYS affiliates to leave the employ of GEOSYS or any of its affiliates; and/or make in any way initiate any unsolicited offer of employment to any person employed by GEOSYS or otherwise interfere with the relationship between GEOSYS or any of its affiliate and any of its employees. This undertaking will be valid for the duration of this Agreement and for two (2) years as from its termination. Excluded from the limitation set forth in this section 21 are circumstances where employment is procured through a general advertisement or other general solicitation not directed at any employee of Geosys or Geosys affiliates. 22. CONFIDENTIALITY GEOSYS has imparted and may from time to time impart to THE CLIENT certain confidential information relating to the Services, and GEOSYS may otherwise obtain confidential information concerning the business and affairs of THE CLIENT pursuant to this Agreement. The Parties hereby agree that they will use during the term of this Agreement and for a period of three (3) years thereafter such confidential information solely for the purposes of this Agreement and that they will not disclose, whether directly or indirectly, to any third party such information other than as required to carry out the purposes of this Agreement. For purposes of this Agreement, confidential information will mean any information not generally known to the public, thereby giving the definition of confidential information its broadest possible interpretation. 23. LANGUAGE OF THE AGREEMENT Where GEOSYS has provided a translation of the English language version of the Agreement, THE CLIENT agrees that the translation is provided for THE CLIENT convenience only and that the English language version of the Agreement will govern the relationship with GEOSYS. If there is any contradiction between the English language version of the Agreement and a translation of the Agreement, the English language version will take precedence. 24. NO WAIVER It is agreed that if GEOSYS does not exercise or enforce any legal right or remedy available to it under the Agreement (or any applicable law), GEOSYS will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to GEOSYS. Any waiver of any provision of this Agreement will be effective only if GEOSYS expressly states in a signed writing that it is waiving a specified term of the Agreement. 25. SEVERABILITY If any court of law that has jurisdiction rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable. 26. FORCE MAJEURE GEOSYS will not be in default if this Agreement is delayed for reasons beyond its reasonable control so long as it resumes performance as soon as practical. GEOSYS will not be under any liability to THE CLIENT or Registered Users or Licensees or to any other party in any way whatsoever for destruction, damage, delay or any other matters of any nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock-outs or industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; the unavailability of deliveries, supplies, software, disks, telecommunication system or other media, delays in transportation or the requisitioning or other act or order by any government department, council or other constituted body affecting GEOSYS or any of its GEOSYS’ providers. 27. ASSIGNMENT The Agreement will be binding on the Parties and their successors and assigns. GEOSYS may assign the Agreement in whole or in part at any time with notice to THE CLIENT. THE CLIENT may not assign the rights granted under this Agreement to a third party without the prior written approval of GEOSYS. 28. APPLICABLE LAW AND JURISDICTION Unless otherwise specified in Part 4, this Agreement is governed by the laws of Delaware State. The Parties agree to submit to the exclusive, personal jurisdiction of the courts of Delaware, MN, USA, to resolve any legal matter arising from or related to the Agreement. 29. NOTICE Any notice required to be given to any party to the other will be personally delivered or sent by courier, facsimile, electronic mail or by registered or certified mail, return receipt requested, postage prepaid, to the address of the other stipulated the first page of this Agreement. Should either party change its address, notice of such change will be given to the other party as herein provided and thereafter the new address will be deemed inserted herein in lieu of the address hereinabove set forth.