Subject to the terms and conditions of this Agreement, AgriScout hereby grants the Client a non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the Term, solely for use by the Authorized Users (as defined below) in accordance with the terms and conditions in this Agreement. Such use shall be limited to the Client's internal use. For the purposes of this Agreement, “Authorized User” means the Client's employees, consultants, contractors, and agents (i) who are authorized by the Client to access and use the Services under the rights granted to the Client pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

The Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. The Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

AgriScout reserves all rights not expressly granted to the Client in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Client or any third party any intellectual property rights or other right, title, or interest in or to AgriScout IP.

The Client agrees that they are the owner or have obtained permission from the owner of any Client Data to transfer, share or upload to be used in the Services. If the Client believes that any Client Data uploaded may have multiple owners, the Client has a duty to obtain each owner's permission prior to using the Services. If the Client allows a person, third party or service to upload the Client Data on the Client's behalf, the Client agrees that such person or service has permission to do so. The Client releases AgriScout from any claims that someone else owns the Client Data uploaded to the Client's account.

Notwithstanding anything to the contrary in this Agreement, AgriScout may temporarily suspend the Client's and any Authorized User's access to any portion or all of the Services if: (i) AgriScout reasonably determines that (A) there is a threat or attack on any of AgriScout IP, (B) the Client's or any Authorized User's use of AgriScout IP disrupts or poses a security risk to AgriScout IP or to any other customer or vendor of AgriScout, (C) the Client, or any Authorized User, is using AgriScout IP for fraudulent or illegal activities, (D) subject to applicable law, the Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) AgriScout's provision of the Services to the Client or any Authorized User is prohibited by applicable law; (ii) any vendor of AgriScout has suspended or terminated AgriScout's access to or use of any third-party services or products required to enable the Client to access the Services; or (iii) otherwise in accordance with the Agreement (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). AgriScout shall use commercially reasonable efforts to provide written notice of any Service Suspension to the Client and to provide updates regarding resumption of access to the Services following any Service Suspension. AgriScout shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. AgriScout will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Client or any Authorized User may incur as a result of a Service Suspension.

Notwithstanding anything to the contrary in this Agreement, AgriScout may monitor the Client's use of the Services and collect and compile data and information related to the Client's use of the Services that is used by AgriScout in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”, and "Client Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the Client or an Authorized User through the Services). It is expected that the Client Data may include: (i) Agronomic Data - crop and field information, such as planting data, seed type, yield, disease and pest management application, fertilization, and prescriptions; and (ii) Land Data - soil and fertility data, topographical, elevation, watershed, and drainage data, geospatial information, and tillage and conservation data. As between AgriScout and the Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by AgriScout. The Client acknowledges that AgriScout may compile Aggregated Statistics based on Client Data input into the Services. The Client agrees that AgriScout may (i) make Aggregated Statistics publicly available in compliance with applicable law, (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, and (iii) use Aggregated Statistics in any manner that AgriScout sees fits, including without limitation selling Aggregated Statistics to third parties; provided that such Aggregated Statistics do not identify the Client or the Client's Confidential Information. For the avoidance of doubt, AgriScout IP includes Aggregated Statistics and any information, data, or other content derived from AgriScout's monitoring of the Client's access to or use of the Services, but does not include the Client Data. The Client may opt out at any time from aggregated data collection and sharing by notifying AgriScout.

General

The Client is responsible and liable for all uses of the Services resulting from access provided by the Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the Client is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by the Client will be deemed a breach of this Agreement by the Client. The Client shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

Compliance with Laws

The Client shall comply with all laws in connection with Client's use of the Services, including Privacy Laws (as defined below).

Responsibility for Client Data

The Client will be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights ownership or right to use the Client Data. AgriScout will not be liable to the Client for the deletion, correction, destruction, damage, loss or failure to store the Client Data. The Parties will comply with all applicable data protection and privacy laws, including the Personal Information Protection and Electronic Documents Act (Canada) (the “Privacy Laws”), if and as such Privacy Laws are applicable. The Client further represents and warrants that it has provided or will provide all legally-required notices, has obtained or will obtain all legally-required consents and is otherwise compliant with all laws to ensure that the Client and AgriScout may collect, use, disclose, and otherwise process the Client Data in accordance with the Agreement without violating any laws, including the Privacy Laws.

Client's ability to delete Client Data

The Client may delete the Client Data at any time. Deleting previously uploaded data will not cause previously Aggregated Statistics to be deleted, but future aggregation will not include the Client's deleted data. The Client may delete Client Data after termination or non-renewal of the Services.

Portability

The Client can request a download of the Client Data at any time as long as the Client maintains an active account with AgriScout. In some circumstances, the Client Data may not be retrievable in its original format.

Modifications

AgriScout may revise this Agreement from time to time. AgriScout will notify the Client by email or when the Client uses the Services of any revisions. By continuing to use the Services after the revisions become effective, the Client agrees to be bound by any updated version of this Agreement.

Data Storage

AgriScout stores Client Data on servers rented from reliable service providers. AgriScout takes reasonable and customary security measures to protect the privacy and security of the Client Data. In the event of a data breach, natural disaster, or other unforeseen event that causes the Client Data to be deleted or compromised, AgriScout will notify the Client as required.

Subcontractors

To the extent that AgriScout engages any subcontractors or third parties to perform any of the Services, or who will otherwise have access to the Client Data, AgriScout shall ensure that those persons comply with AgriScout's obligations to the client (including with respect to data security) set out in this Agreement.

Client Indemnification

The Client shall indemnify, hold harmless, and, at AgriScout's option, defend AgriScout from and against any losses, damages, liabilities, costs including reasonable legal fees resulting from any third-party claim that the Client Data, or any use of the Client Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights or applicable laws relating to the protection of Personal Information and any third-party claims based on the Client's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by AgriScout or authorized by AgriScout in writing; or (iv) modifications to the Services not made by AgriScout, provided that the Client may not settle any third-party claim against AgriScout unless AgriScout consents to such settlement, and further provided that AgriScout will have the right, at its option, to defend itself against any such third-party claim or to participate in the defence thereof by counsel of its own choice.

Privacy Policy

AgriScout will treat personal information, including personal information of Authorized Users, in accordance with its prevailing privacy policies, which are subject to change, from time to time.