This Agreement governs your access to and use of the Services (as defined herein). You agree to be bound by this Agreement, as amended from time to time in enrichAg’s sole discretion, by (1) checking a box or clicking a button indicating your acceptance, (2) executing an Order (as defined herein) that references this Agreement, or (3) using the Services in whole or in part. If you disagree, you do not have the right to use the Services. If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions, in which case the term “you” shall refer to such entity. This Agreement is effective as of the earlier of (a) your initial access to the service or (b) the effective date of the first order referencing this agreement (the “Effective Date”).

NOW THEREFORE in consideration of the foregoing and the mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

1. USE OF SERVICES

1.1. Delivery. Subject to the terms and conditions of this Agreement:

(a) enrichAg will provide you access to and reasonable use of the Software;

(b) enrichAg will, from time to time, provide you the Professional Services as and to the extent set out in applicable Orders; and

(c) enrichAg will, from time to time and at its sole discretion, provide you the Results.

1.2. Users. Subject to enrichAg’s sole discretion, you may provide Users access to the Services. You are responsible for your Users’ use of the Services and the enrichAg Content and their adherence to the obligations of this Agreement, are liable to enrichAg for any act by your Users which would be a breach if performed by you, and indemnify enrichAg against any such acts. Your Users may, in enrichAg’s sole discretion, be required to accept further terms and conditions prior to being granted access to the Services or any portion thereof. enrichAg may deny and/or limit your Users’ access to the Services at any time and in its sole discretion.

1.3. Customer Costs. You shall be solely responsible for the cost of providing, maintaining, and using all equipment, software, and services not provided by or on behalf of enrichAg for accessing and using the Services, such as (without limitation) your computing equipment and Internet service.

1.4. Availability. You acknowledge and agree that (i) the Services and the enrichAg Content may not be available at all times, may be subject to delays or outages, and may contain inaccuracies; (ii) enrichAg’s provision of the Services may rely on third parties, for example (and without limiting the foregoing) hosting providers, soil sampling contractors, and/or soil sampling laboratories, the availability, timeliness, and accuracy of which enrichAg does not control; and (iii) enrichAg is not responsible or liable for unavailability, delays, outages, or inaccuracies of the Services or the enrichAg Content.

1.5. Restrictions. You agree and covenant:

(a) To keep all disclaimers and copyright, trademark, and other proprietary notices intact on the Software; to not use or modify the Software in any manner likely to negate, impair or dilute any of the rights of enrichAg; and to access and use the Software only in the manner described expressly in this Agreement, subject to all applicable laws, and in accordance with enrichAg’s direction.

(b) Not to contest or dispute or assist another in contesting or disputing, directly or indirectly, the validity, ownership, control, patentability, registrability, or enforceability of any of enrichAg’s right, title and interest in and to the Services and/or the enrichAg Content, either during the Term or at any time thereafter.

(c) Not to use, modify, enhance, translate, transfer, transmit, disclose, copy, release, communicate, reproduce, provide, or make available to any third party, in any way, the Services and/or the enrichAg Content, in whole or in part, except as expressly provided for in this Agreement. You shall not translate, convert, reverse engineer, decompile, disassemble, or otherwise reduce the Software and/or the enrichAg Content to a human readable form, nor shall you permit any third party to do any of the foregoing. Any modification to the Software and/or the enrichAg Content, other than as specifically authorized under this Agreement, without the prior written consent of enrichAg, is strictly prohibited.

(d) You shall not sell, market, rent, lease, transfer, distribute, sublicense, or create derivative works of the Services and/or the enrichAg Content, in whole or in part, to any third party.

2. SAMPLES

2.1. Responsibility for Samples. You are solely responsible for physical samples, including soil samples, acquired from fields or other lands by yourself or on your behalf and delivered to enrichAg or its Representatives as part of the Services (the “Samples”) unless and until the Samples are received by enrichAg or its Representatives, as applicable.

2.2. Delivery of Samples. You will deliver the Samples as directed by enrichAg in an Order or otherwise in writing at your sole cost.

2.3. Acceptance of Samples. enrichAg or its Representatives may reject the Samples if enrichAg or its Representatives determine, in their sole discretion, that the Samples will not yield valid data for any reason, including but not limited to sample preservation, improper sample containers, or samples that are not suitable for an intended testing purpose. enrichAg will notify you of such determination, in which case you are responsible for collecting and delivering replacement Samples at your sole expense. For greater certainty, enrichAg may reject the Samples if they are identified as a potential health risk to personnel and/or show signs of contamination, damage, leakage, or spoilation.

2.4. Ownership of Samples. As between the Parties, you own the Samples.

2.5. License to Use Samples. You hereby grant to enrichAg a royalty-free, perpetual, irrevocable, fully-paid, transferable, sublicensable, worldwide, and non-exclusive right and license to analyze, test, aggregate, divide, store, destroy, dispose, and otherwise use the Samples solely for providing and improving the Services and the enrichAg Content and for enrichAg’s internal use in developing products and services (the “Sample License”). You acknowledge and agree that such use may result in the alteration or destruction of the Samples, that the Samples may not be returnable or usable by you following delivery to enrichAg, and that enrichAg has no obligation to return the Samples or to make them available for your use.

2.6. enrichAg-Obtained Samples. For greater certainty, except for this Section 2.6, this Article 2 does not apply to physical samples acquired by enrichAg or its Representatives (“enrichAg-Obtained Samples”). Unless an applicable Order specifies otherwise, enrichAg has exclusive  in enrichAg-Obtained Samples. You will provide enrichAg with all necessary rights to collect enrichAg-Obtained Samples.

3. FEES

3.1. Subscription Fee. enrichAg does not charge a recurring monthly fee for the Services. enrichAg may begin charging such a fee (the “Subscription Fee”), in an amount described on enrichag.com or in an Order, at any time, provided that you are given at least 30 days’ advance notice.

3.2. Professional Services Fee. After providing such advance notice as defined in Section 3.1 above, enrichAg shall charge you and you shall pay to enrichAg fees for Professional Services as set out in an applicable Order (the “Professional Services Fee”).

3.3. Payment. The Subscription Fee and Professional Services Fee (together the “Fees”) shall be paid in accordance with this Agreement or the terms of an applicable Order, plus any applicable taxes (including any goods and services taxes), during the Term. Fees are non-refundable. Except as otherwise provided in an applicable Order, Fees are invoiced in advance. If and when applicable, you shall pay all taxes and any related interest or penalty howsoever designated and imposed as a result of the existence or operation of this Agreement or the Services, except for taxes on the income or profits of enrichAg.

3.4. Unpaid Fees. Any Fees or portion thereof remaining unpaid after the due date shall have interest charged thereon at a rate of 1.5% per month or lesser if such amount is required by applicable law. Without prejudice to any other rights enrichAg may have, if enrichAg has not received payment for any overdue invoice, enrichAg shall be entitled to disable your access to and/or suspend the Services without liability to you until all payments due have been made full.

4. INTELLECTUAL PROPERTY AND CUSTOMER CONTENT

4.1. Ownership. The Parties agree that, as between the Parties:

(a) You are the sole and exclusive owner of and shall own all right, title, and interest in the Customer Content.

(b) enrichAg is the sole and exclusive owner of and shall own all right, title and interest in the Services and the enrichAg Content.

4.2. Licenses. The Parties agree that:

(a) enrichAg hereby grants to you a personal, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable right and license to access and use the Software and the enrichAg Content for the Term solely for the purpose of obtaining the Services in the course of performing agronomy services for yourself or for third parties (collectively, the “License”).

(b) You hereby grant to enrichAg a royalty-free, perpetual, irrevocable, fully-paid, transferable, sublicensable, worldwide, and non-exclusive right and license to access and use the Customer Content and Feedback solely for providing and improving the Services and the enrichAg Content and for enrichAg’s internal use in developing products and services (the “Content License”).

4.3. Customer Content. You acknowledge that (i) enrichAg will not be held responsible in any way for infringement or violation of any third-party rights or any applicable laws arising or relating to Customer Content; and (ii) any Personal Data contained in Customer Content has been collected and is maintained in compliance with applicable laws. You grant enrichAg and enrichAg’s Representatives a right (i) to use, host, transmit, monitor, manage, replicate, access, store, and cache Customer Content in connection with performing enrichAg’s rights and obligations under the Agreement; and (ii) where necessary, to transfer Customer Content to any third parties used by enrichAg but only as required for the provision of the Services. You understand and agree that enrichAg may remove Customer Content, enrichAg Content, or other content related to the Services at any time in its sole discretion and without notice or liability to you. You are responsible for backing up Customer Content.

4.4. Assignment of IP. Each Party assigns and transfers, and/or shall cause the assignment and transfer, over to the other Party any right, title, and interest, worldwide, it may have or may in the future acquire in and to the Intellectual Property of the other Party as set out in Section 4.1, without any remuneration, and to do or to cause all lawful acts to secure such rights and interests of the other Party when reasonably requested, including providing waivers of any moral rights such other Party or its Representatives may have in such Intellectual Property.

5. CONFIDENTIALITY

5.1. Confidentiality. The Parties acknowledge that it shall be necessary or desirable for enrichAg to disclose or make available to you the Confidential Information. The Confidential Information shall remain the sole exclusive property of enrichAg. Such Confidential Information will remain the sole exclusive property of enrichAg. Both during and after the termination or expiration of this Agreement, Customer will keep the Confidential Information strictly confidential, will safeguard it with at least the care Customer safeguards its own confidential information, and will not use the Confidential Information for any purpose or otherwise except as set out in this Agreement.

5.2. Permitted Disclosures. You may make Confidential Information of enrichAg available to your Representatives, provided that (a) they have a need to know, (b) they are subject to legally binding obligations of confidentiality that are no less stringent than those of this Agreement, (c) the Confidential Information is used solely for the purposes described in this Agreement, and (d) the Confidential Information is disclosed solely to the extent necessary.

5.3. Disclosure Required by Law. If you are required by law to disclose the Confidential Information of enrichAg to any third party, before disclosing the Confidential Information, you will give enrichAg prompt notice in writing and will cooperate with enrichAg in seeking to obtain a protective order. You may disclose the Confidential Information only to the extent required by law.

6. ACKNOWLEDGMENT OF BETA.

6.1. Acknowledgement of Beta. You acknowledge and agree that: (a) the Software is not an official product and has not been commercially released for sale by enrichAg; (b) the Software may not operate properly, be in final form or fully functional; (c) the Software may contain errors, design flaws or other problems; (d) it may not be possible to make the Software fully functional; (e) the information obtained using the Software may not be accurate and may not accurately correspond to information extracted from any database or other source; and (f) use of the Software may result in unexpected results or loss of data. You acknowledge and agree that you should not rely on the Software for any reason. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Software. You will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of your use of the Software.

7. LIMITATIONS AND DISCLAIMERS

7.1. Disclaimers & Limitation of Liability. The Parties agree that:

(a) THE SERVICES AND THE ENRICHAG CONTENT ARE PROVIDED BY ENRICHAG ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT YOUR ACCESS AND USE THEREOF SHALL BE AT YOUR SOLE RISK.

(b) TO THE FULLEST EXTENT PERMITTED BY LAW, ENRICHAG DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY IMPLIED OR ARISING BY CUSTOM, COURSE OF DEALING OR TRADE USAGE, IN CONNECTION WITH THE SERVICES, THE ENRICHAG CONTENT, AND THE CUSTOMER CONTENT, AND YOUR ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS, SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

(c) YOU HAVE SOLE RESPONSIBILITY FOR ANY DECISIONS YOU OR YOUR REPRESENTATIVES MAKE BASED ON THE SERVICES, THE ENRICHAG CONTENT, AND THE CUSTOMER CONTENT. ENRICHAG WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOU, YOUR REPRESENTATIVES, OR ANY THIRD PARTY MAY SUFFER RELATING TO THE RESULTS, INCLUDING ANY ERRORS OR OMISSIONS THEREIN.

(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ENRICHAG IS TO STOP USING THE SERVICES.

(e) EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF ENRICHAG TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE ENRICHAG CONTENT, OR FOR ANY ERROR OR DEFECT IN THE SERVICES OR THE ENRICHAG CONTENT, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ANY FEES PAID TO ENRICHAG HEREUNDER. WHERE SUCH LIABILITY RELATES TO SERVICES PROVIDED PURSUANT TO AN ORDER, SUCH LIABILITY SHALL BE LIMITED NOT TO EXCEED ANY FEES PAID TO ENRICHAG PURSUANT TO THAT ORDER. TO IN NO EVENT WILL ENRICHAG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

7.2. Indemnity. Except if caused by the negligent act or omission of enrichAg, you shall indemnify and hold harmless enrichAg from and against any and all liability of any kind whatsoever from third parties relating to: your breach this Agreement; any damages that enrichAg may suffer, itself or arising in respect of a third party to whom enrichAg may be liable, that arises out of, or is attributable to your use of the Services or the enrichAg Content; the Customer Content or Results, including any claim in respect of infringement of a third party’s Intellectual Property rights.

8. REPRESENTATIONS AND WARRANTIES

8.1. Right to Convey. You represent and warrant that you (i) have all necessary rights to grant the Content License and the Sample License and to convey all right, title, and interest in enrichAg-Obtained Samples to enrichAg and (ii) have done and will do all necessary or desirable things to grant the Content License, the Sample License, and all right, title, and interest in enrichAg-Obtained Samples to enrichAg, including obtaining written agreements from Users, growers, and/or any other entity whose rights may be implicated by the grant of such rights, by enrichAg’s exercise of its rights thereunder, by your use of the Services, or by enrichAg’s provision of the Services to you, your Representatives, and your Users.

9. TERMINATION

9.1. Term. The term of this Agreement will commence on the date of your acceptance of this Agreement and shall remain in effect until terminated as provided in this Agreement or, where an Order expressly provides for a non-renewing term of the Services, until the later of the end of such non-renewing term and the completion of any Professional Services (the “Term”).

9.2. Termination. The Parties agree that:

(a) Each Party shall have the right to terminate this Agreement, at any time and without cause, upon the provision of thirty (30) days’ written notice to the other Party.

(b) In the event you fail to pay any Fees or other amounts due to enrichAg pursuant to this Agreement, enrichAg may in its sole discretion and without notice terminate this Agreement and the rights and Licenses granted hereunder.

(c) You will pay any outstanding amounts owing to enrichAg to the effective date of termination of this Agreement. Such termination shall not relieve any of the Parties from obligations incurred prior to the date of such termination and shall not relieve you from any of the obligations which survive any termination for any reason of this Agreement.

(d) If any Party becomes insolvent or bankrupt, dissolves, or winds up, this Agreement terminates immediately.

(e) Where either Party is given a right to terminate hereunder and does not exercise the same, such forbearance shall not be deemed to be a waiver of such Party's right to terminate upon any subsequent or future event by which such Party has, or is provided with, the right to terminate this Agreement.

9.3. Return. Upon the expiration or termination of this Agreement, you shall return the enrichAg Content and immediately cease use of the Services and the enrichAg Content. The License will cease and terminate. You agree that enrichAg may notify any persons it deems necessary or appropriate as to the termination or expiry of the rights granted hereunder.

10. GENERAL

10.1. Assignment. You may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without enrichAg’s prior written consent, and any attempted assignment without such consent will be null and of no effect. Notwithstanding this Section, this Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.

10.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understandings with respect to the Services.

10.3. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the State of New York and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

10.4. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.

10.5. Notices. All notices required or permitted under this Agreement will be in writing and delivered in person, by confirmed facsimile transmission, by courier, or sent by prepaid registered mail and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below (in the case of enrichAg) or registered to your account (in your case) or to such other address as may be specified by either party to the other in accordance with this Section.

10.6. General. All rights and remedies of each Party under this Agreement are cumulative and may be exercised at any time and from time to time, independently or in combination. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. Time shall be of the essence herein. The Customer and enrichAg are independent contractors. No agency relationship or partnership exists between them, and neither of them has the right to enter into a contract on behalf of or as an agent or representative of the other. The Parties shall execute and deliver, or cause to be executed and delivered, upon written request, any and all further documents and do all acts and things or cause such acts or things to be performed which may be necessary or desirable to give effect to the terms of this Agreement. You consent to the exchange of information and documents electronically over the internet or by email.

10.7. Survival. Any indemnity or any obligation of confidence under this Agreement is independent and survives termination or expiration of this Agreement. All obligations under this Agreement that necessarily extend beyond termination or expiration of this Agreement in order to fully achieve their intended purpose shall survive termination or expiration of this Agreement, including without limiting the generality of the foregoing, all indemnification provisions, intellectual property provisions, confidentiality provisions, representations, warranties, covenants, ownership provisions, disclaimers and limitation of liability provisions.

10.8. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, or for any loss or damage resulting therefrom, due to acts of God, the public enemy, terrorist activities, riots, fires, and similar causes beyond such Party’s control. In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that the Party affected by such delay is using commercially reasonable efforts to mitigate or eliminate the cause of such delay or its effects.

10.9. Injunctive Relief. Notwithstanding this Agreement, any breach of Articles 4 or 5 is a breach of this Agreement that may cause serious and irreparable harm to enrichAg. Any such breach will entitle enrichAg to injunctive relief, in addition to all other legal or equitable remedies that may be available.

10.10. Changes to Agreement. enrichAg reserves the right, at its sole discretion, to change, amend, modify, add, or remove terms and conditions contained in this Agreement, at any time, and may do so without further notice by posting any changes on the Software or online at enrichag.com. Any new terms or conditions will be effective as soon as they are posted. It is your responsibility to check this Agreement and the Software periodically and you are deemed to be aware of such changes. Your continued use of the Services following the posting of such changes will mean that you accept and agree to the changes. If you do not agree to the changes, you must stop using the Services.

10.11. Contact Us. If you have any questions, concerns, or comments, please contact us at:

enrichAg Technologies Corporation

Mailing Address: 199 – West 6th Avenue, Vancouver, British Columbia, Canada V5Y 1K3

E-mail: legal@enrichag.com

11. DEFINITIONS

11.1. Definitions. The following terms, wherever used in this Agreement, shall have the respective meanings set forth below:

(a) “Affiliate” of a Party means any person, including legal entities whether or not incorporated, that either directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the particular Party; for the purposes hereof, “control” means the direct or indirect ownership of at least fifty percent (50%) of the shares entitled to vote in a general election of directors;

(b) “Agreement” means this License and Service Agreement and all of the schedules and appendices attached hereto, as amended and restated from time to time.

(c) “Services” means the Software and the Professional Services.

(d) “Confidential Information” means any and all information, whether disclosed in writing, electronically, orally, in machine readable form or otherwise, of any nature and in any form, and whether or not specifically marked as confidential, including but not limited to, the terms and agreements contained in this Agreement, the information you gather by inspection or hear from an inspection of any property, activities or facilities of enrichAg, the Software, business plans, business strategies, research and development plans, marketing plans, pricing information and any other technical, engineering, manufacturing, product, servicing, personnel, business or financial information, which is provided, developed, made available or disclosed by enrichAg to you, or that you prepare that contain or otherwise reflect a review of any of the information referred to in this Section, provided that information shall not be considered to be Confidential Information if it: (i) becomes publicly available through no fault of yours; (ii) at the time communicated by enrichAg as Confidential Information, was already in your possession; (iii) is lawfully received from a third party having the right to disclose the Confidential Information without restriction; or (iv) has been independently developed without access to or use of any Confidential Information.

(e) “Content License” has the meaning assigned to it in Section 4.2(b).

(f) “Customer” means a person who uses and accesses the Software and/or the Results in any manner. Such a person is also referred to in this Agreement as “you”.

(g) “Customer Content” means any data and information distributed or submitted electronically or otherwise by you via the Services, excluding Feedback, and including but not limited to, contact information, agricultural data (including, without limitation, geospatial data, field and/or soil measurements, nutrient ratios, laboratory data, historical farm management information, and other agricultural data), inventory information, and shipping information.

(h) “enrichAg” means EnrichAg Technologies Corporation, a corporation incorporated under the laws of British Columbia, Canada.

(i) “enrichAg Content” means the Results, the Confidential Information, and all Intellectual Property related to the Services, the Results, and/or the Confidential Information.

(j) “Feedback” means information, suggestions, recommendations, ideas, and/or other feedback provided by you or your Representatives to enrichAg or its Representatives concerning the features, content, and/or functionality of the Services or the enrichAg Content.

(k) “Fees” has the meaning assigned to it in Section 3.1.

(l) “Intellectual Property” means all of the following (including rights arising from or in respect of the following) in any jurisdiction throughout the world: (a) patents, patent applications of any kind (and any renewals, reissues, reexaminations, extensions, continuations, continuations- in-part, divisions and substitutions relating to any patents and patent applications), patent rights, and inventions and discoveries and invention disclosures (whether or not patented); (b) trademarks, service marks, trade names, brand names, Internet domain names, web sites, URLs, social media accounts (including related information, followers and handles), logos, slogans, and other designators of source, and goodwill associated therewith; (c) copyrights, works of authorship, and moral rights; (d) all trade secrets, inventions, methods, processes, techniques, ideas, industrial models, designs, technology, formulas, know-how, Confidential Information, data, databases, and collections of data, tangible and intangible proprietary information or materials, and all other intellectual property rights and rights of publicity; and (e) all common law rights, applications filed, applications to be filed, issuances, and registrations relating to any of the foregoing clauses (a)-(d) above.

(m) “License” has the meaning assigned to it in Section 4.2(a).

(n) “Order” means a written document executed by enrichAg and you specifying the Professional Services you have ordered, the Fees owed hereunder, and such other terms as are agreed, including any addenda and supplements thereto. Execution of an Order may be performed by electronic means, including by (for you) checking a box or clicking a button indicating your acceptance and (for enrichAg) displaying an indication of acceptance, such as by invoicing you for Fees set out in the Order.

(o) “Personal Data” means any data and information relating to an identified or identifiable living individual as defined under applicable data protection and/or privacy laws.

(p) “Parties” means collectively enrichAg and Customer and each is a “Party”.

(q) “Professional Services” means soil sampling services, soil testing services, agronomy services, consulting services, and/or other professional services provided by enrichAg to you as described in an Order.

(r) "Representative" of a Party means each director, officer, employee, member, agent, representative, consultant, contractor, advisor, attorney or auditor of such Party or of any Affiliate of such Party.

(s) “Results” means any and all results, reports, analyses, predictions, and recommendations provided to Customer by or on behalf of enrichAg, including those based on the Customer Content. Results includes, for example, soil constituent compositions, concentrations and/or ratios; nutrient prescriptions; field boundary information; soil laboratory and/or sensor results; soil sampling locations; and soil health, condition and/or performance of a field, to the extent provided to Customer. “Results” also includes Intellectual Property made, conceived, reduced to practice, or developed by or on behalf of enrichAg, either solely or jointly with others, whether or not based on, relying on, or using the Customer Content.

(t) “Samples” has the meaning assigned to it in Section 2.1.

(u) “Software” means the enrichAg soils platform and application, together with (a) all computer programs, software, website, database and/or multi-media content in object code form that are embedded in the said platform and application or delivered to you separately by enrichAg and are designed to be used in conjunction with the said platform and application; and (b) all documentation relating to the said platform and application, including without limitation, manuals, handbooks and any user guides and/or other instructions concerning the access, use and/or operation of the Software.

(v) “Term” has the meaning assigned to it in Section 9.1.

(w) “User” means your employees, agents and independent contractors who are authorized by you to access and use the Services in accordance with the Agreement, and to whom you have supplied a user identification and password (if applicable). For greater certainty, “User” includes a grower, farmer, and/or agricultural personnel to whom you provide agronomy services and to whom you have granted access to a grower’s portal offered through the Services.

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