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FOUR GROWERS, INC. ANALYTICS TERMS AND CONDITIONS

    The following Four Growers Analytics Terms of Service (“Agreement”) constitute a legal agreement between Customer and Four Growers. The Agreement shall govern Customer’s access to and use of Four Growers’ agricultural analytics platform, including data visualization tools, predictive modeling, and automated reporting services (the “Product”).

    I. DEFINITIONS

    I.1 “Customer Facility” shall mean the Customer location specified in the Order Form. 

    I.2 “Order Form” shall mean a Customer Order Form executed by Customer and Four Growers. 

    I.3 “Order Term” shall mean the time period specified in the Order Form. 

    I.4 “Products” shall mean the goods and services specified in an Order Form. 

    I.5 “Intended Purpose” shall mean accessing and analyzing data for farm operations.

    1.6 Four Growers means Four Growers, Inc and any of its Affiliates, collectively “Four Growers”.

    1.7 “Affiliate” means any entity which is a subsidiary or affiliate of Four Growers, Inc.

    1.8 “Authorized User” means any individual provided with access to the Product by Customer.

    II. THE SERVICE

    II.1 Four Growers provides a Software-as-a-Service (SaaS) platform that aggregates data from Customer’s farming operations, including crop yield, sensor data, and environmental metrics, to provide actionable insights (e.g., Yield vs. Temperature correlations, Row-by-Row analysis).

    II.2 Subject to the terms of this Agreement, Four Growers grants to Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Products solely for Customer’s internal business purposes and not for resale or further distribution. Customer’s right to access and use the Product shall be subject to Customer’s compliance with the terms and conditions contained herein and limited to the Scope purchased by Customer.

    II.3 Customer may allow Authorized Users to access and use the Product; provided Customer shall be responsible for ensuring its Authorized Users use the Product in compliance with Customer’s obligations under this Agreement.

    II.4 Customer acknowledges that the Product is an on-line subscription-based product and that, in order to provide an improved customer experience, Four Growers may make changes to the Product and update the applicable Documentation accordingly, over time. Provided that the overall functionality and security of the Product do not materially decrease, Four Growers reserves the right to change, discontinue, delete or deprecate, any product feature or support service that may be made available to Customer.

    III. CUSTOMER ORDER FORM

    III.1 Four Growers will provide the Products to Customer specified in one or more Order Forms which may be executed from time to time by Customer and Four Growers. 

    III.2 All of the terms of this Agreement will apply to all Products supplied under any Order Form. In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form will prevail in connection with the Products specified in such Order Form.

    IV. DATA RIGHTS AND OWNERSHIP

    IV.1 Customer retains all ownership rights to the raw data Customer provides or that is manually collected from Customer’s farm (“Customer Data”). Notwithstanding the foregoing, Customer Data specifically excludes any Robot Data (as defined in section IV.2).

    IV.2 Should Customer also Purchase or Rent a Four Growers Robot under the Four Growers, Inc. Terms and Conditions of Sale or the Four Growers Rental Agreement, as applicable, the Customer hereby acknowledges and agrees that Four Growers shall have sole and exclusive ownership of any software programs, configurations, content, logs, files, folders, text documents, images, audio clips, and information collected by, generated by, processed, or stored within the Products (collectively, “Robot Data”). 

    IV.3 By using the Product, Customer grants Four Growers a world-wide, royalty-free license to host, store, and use the Customer Data solely to provide the Product to the Customer.

    IV.4 Four Growers may create “Derived Data.” This is data that is anonymized and aggregated across multiple users (e.g., “Average tomato yield in Pennsylvania in April”). Four Growers owns this Aggregated Data and may use it to improve our algorithms and provide benchmarking features to all users. The Customer’s specific farm’s identity will never be disclosed in these datasets.

    IV.5 Four Growers shall have sole and exclusive ownership of all feedback and evaluation from Customer related to the Product and all intellectual property rights associated therewith (collectively “Feedback”). Customer hereby assigns all right, title, and interest in and to any such Feedback to Four Growers.

    V. USAGE AND OUTPUT

    V.1 Our Product uses complex algorithms to generate graphs and predictions. While Four Growers strives for precision, these insights are provided for informational purposes only. Much like an AI chat interface, the outputs (graphs, tables, suggestions) are tools to assist Customer’s decision-making. Four Growers is not responsible for agricultural outcomes, crop loss, or financial decisions made based on Product outputs.

    V.2 Customer is responsible for the accuracy of any manual data entry (e.g., manual harvest counts) that may influence the resulting analytics.

    VI. ACCEPTABLE USE

    VI.1 Customer agrees not to: (a) reproduce, modify, or attempt to modify the Software; (b) attempt to decompile or reverse engineer the Software in any respect; (c) use the service to build a competing agricultural analytics product; (d) upload data that contains malware or violates third-party privacy.

    VI.2 If the Customer breaches any of the Software license restrictions specified herein, Four Growers may immediately terminate this Agreement.

    VII. FEES AND PAYMENTS

    VII.1 Access to Four Growers Analytics is provided on a subscription basis. Fees are non-refundable and are billed based on terms specified in the Order Form.

    VII.2 Customer shall pay the fees specified in the Order Form to Four Growers. Invoices will be sent annually in advance (unless otherwise specified in the Order Form) and are due on receipt and payable in full within thirty (30) days from date of invoice. 

    VII.3 Subscriptions to the Analytics Product will automatically renew with an annual term unless written notice of cancellation is received by Four Growers at least thirty (30) days before the renewal date.

    VII.4 Customer will be charged interest on any outstanding balance unpaid after thirty (30) days from the date of invoice at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower, until such outstanding balance is paid. Four Growers may suspend the analytics service if any invoices are past due. 

    VII.5 Customer shall be responsible for paying all taxes applicable with respect to the transactions contemplated by this Agreement, except taxes based on Four Growers’ net income. 

    VII.6 Four Growers reserves the right, in its sole discretion, to modify the pricing of its Product, add new services for additional fees and charges, or amend fees and charges of existing services, at any time without prior notice to Customer. Notwithstanding the foregoing, the fees set forth on an Order Form shall remain fixed for the duration of the Term set forth therein and any new pricing, additional fees and/or charges shall become effective at the start of a new Term, unless otherwise agreed to in writing by the parties.

    VIII. LIMITATION OF LIABILITY

    IN NO EVENT SHALL FOUR GROWERS OR ANY OF ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, EVEN IF FOUR GROWERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOUR GROWERS’ TOTAL LIABILITY RELATED TO THIS AGREEMENT AND ALL PRODUCTS AND SERVICES PROVIDED HEREUNDER REGARDLESS OF THE CLAIM, SHALL NOT EXCEED THE AMOUNTS RECEIVED BY FOUR GROWERS FROM CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM WHICH GAVE RISE TO SUCH LIABILITY.

    IX. TERMINATION

    IX.1 These Terms will commence on the Effective Date and continue until termination of all outstanding Order Forms (“Expiration Date”) unless terminated as set forth below. 

    IX.2 The Agreement may be terminated prior to the Expiration Date as follows: (a) for any termination reasons on the Order From (b) by either party upon thirty (30) days written notice to the other party in the event the other party materially breaches this Agreement or the provisions of any Order Form and does not cure such breach within the thirty (30) day notice period; and (c) immediately by Four Growers in the event of breach by Customer of any restrictions regarding use of the Software. Notwithstanding any other provision of this Agreement, Customer’s right to terminate this Agreement and the applicable Order Form does not absolve the Customer of any amounts owed to Four Growers under any Order Form, or require Four Growers to refund any amounts previously paid by the  Customer to Four Growers. 

    IX.3 Upon termination of the Order Form for any reason, Four Growers will provide a 30-day window for the Customer to export raw Customer Data. Following this window, Four Growers shall delete Customer Data from its active production services, except to the extent Four Growers is required by law to retain such data or as it exists within Four Growers’ standard backup rotation. Any data retained for legal or backup purposes remains subject to the confidentiality protections of this Agreement. Four Growers reserves the right to retain all Anonymized and Aggregated data for the purposes of improving the Product.

    X. SECURITY

    We implement industry-standard security measures to protect the Customer’s farm data. However, no method of transmission over the internet is 100% secure. The Customer is responsible for maintaining the confidentiality of the Customer’s account credentials.

    XI. DISCLAIMER OF WARRANTIES

    THE PRODUCT IS PROVIDED “AS IS” EXCEPT TO THE EXTENT PROHIBITED BY LAW.  FOUR GROWERS MAKES NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE PRODUCT, AND DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. FOUR GROWERS DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. 

    CUSTOMER ACCEPTS AND AGREES THAT ANY USE OF OUTPUTS FROM THE PRODUCT IS AT CUSTOMER”S SOLD RISK AND CUSTOMER WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

    XII. CONFIDENTALITY

    XII.1 “Confidential Information” means any confidential or proprietary information or other confidential information of either party or their customers, licensors or affiliates, including but not limited to information related to research, products, services, developments, inventions, finances, and processes. The party disclosing Confidential Information to the other party shall be referred to as “Disclosing Party” and the party receiving Confidential Information from the other party shall be referred to as “Recipient”. 

    XII.2 Confidential Information shall not include any information which: (a) was in the public domain prior to disclosure by Disclosing Party or later enters the public domain other than through breach of this Agreement by Recipient; (b) was known to Recipient prior to disclosure by Disclosing Party; or (c) was lawfully obtained by Recipient from a third party not under an obligation of confidentiality with respect to such information. 

    XIII.3 Recipient agrees to hold the Confidential Information in confidence and agrees not to use the Confidential Information, or distribute, disclose, or disseminate all or any portion of the Confidential Information, either directly or indirectly, to any third party without the prior written consent of Disclosing Party, except that Recipient may use the Confidential Information solely for the purposes of this Agreement and disclose the Confidential Information to its employees who have a need to know such information for such purpose and who are bound by an obligation of confidentiality with respect to such Confidential Information, or as required by applicable laws. 

    XII.4 Upon the expiration or termination of this Agreement for any reason, Recipient shall return to the Disclosing Party all Confidential Information in Recipient’s possession. 

    XII.5 Recipient acknowledges and agrees that any violation or breach of the provisions of this Agreement may cause the Disclosing Party immediate irrevocable harm, and Recipient accordingly agrees that if such violation or breach occurs or is threatened to occur, the Disclosing Party shall be entitled, in addition to other remedies at law, to seek immediate injunctive relief restraining and enjoining Recipient from the unauthorized disposition, disclosure, dissemination and use of Confidential Information.

    XIII. USAGE VERIFICATION AND AUDIT

    Four Growers shall have the right to monitor Customer’s use of the Product electronically to ensure compliance with the usage limits set forth in the Order Form. Upon at least thirty (30) days’ prior written notice, Four Growers or its designated independent auditor may, during normal business hours, audit Customer’s records and facilities solely to verify compliance with this Agreement. If an audit reveals that Customer has underpaid fees to Four Growers, Customer shall be invoiced for such underpaid fees at Four Growers’ then-current list price. If the underpayment exceeds five percent (5%) of the fees paid for the audited period, Customer shall also reimburse Four Growers for the reasonable costs of the audit.

    XIV. MISCELLANEOUS

    XIV.1 The parties are independent contractors and nothing herein will be deemed to create any other relationship between the parties, including without limitation a partnership or joint venture relationship. This Agreement, including any Exhibits attached hereto, states the entire agreement between Four Growers and Customer regarding the provision of Products and any related services and supersedes all prior written and oral communications relating to the Products and any related services. 

    XIV.2 Four Growers is continuously working to develop and improve the Product. Four Growers may update the terms and conditions in this Agreement accordingly from time to time. Four Growers will provide Customer at least thirty (30) days advance notice of changes to the Agreement that materially adversely impact the Customer either via email or an in-product notification. All other changes will be effective as soon as posted to Four Growers’ website. If the Customer does not agree to the changes, the Customer must stop use of the Product.

    XIV.3 The failure of either party to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. 

    XIV.4 This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. The terms of the U.N. Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising under this Agreement or under any order submitted for Products shall be resolved in a court of competent jurisdiction in Allegheny County, Pennsylvania unless Four Growers, in its sole discretion, brings an action against Customer in another jurisdiction. 

    XIV.5 Four Growers, Inc. shall be responsible for the performance of its Affiliates under this Agreement and shall be jointly and severally liable for any breach of the terms by such Affiliates. Four Growers reserves the right, in its sole discretion and at any time prior to delivery or performance, to designate which of its Affiliates shall be the performing party and invoicing entity for any Work Order. Such designation shall be effective upon the issuance of an invoice or written notice by the designated Affiliate to the Customer. In an event an Affiliate is designated to perform or invoice, the Customer shall be responsible for taxes, duties, or VAT applicable to the jurisdiction of the performing Affiliate as set forth in the relevant invoice.

    XIV.6 Customer may not assign Customer’s rights under this Agreement. Four Growers may assign this Agreement, in whole or in part, to a successor by merger, or in connection with a merger of Four Growers, to an acquirer of, or in connection with, the transfer of all of Four Growers assets, or to any affiliate of Four Growers. This Agreement shall be binding on and inure to the benefit of each party, and their respective successors, permitted assigns, and legal representatives.