Last modified: November 20th, 2024

This Device Purchase and Data Upload and Use Agreement (this “Agreement”) provides the terms offered by Teralytic Holdings Inc., a Delaware corporation (“Teralytic”) for your purchase of a Device, for your agreement to upload data from the Device to Teralytic’s servers and/or systems, and by which your Data is shared with others when using the Teralytic app and associated website, products, and services (collectively “Web Services”). Your access to data on Teralytic’s servers is subject to this Agreement, and Teralytic’s website Terms of Service and Privacy Policy. “You” means the person or organization signing this Agreement.

1. Soil Probe Device Purchase
1.1. Purchase. You agree to purchase a Teralytic soil probe device (“Device”) as provided in this Agreement. Your purchased Device requires use of embedded Software which is licensed to you as a Software Subscription as provided below. If you purchase multiple Devices, this Agreement shall be applicable to
each Device.
1.2. Term. The term of the Software Subscription shall begin upon the date this Agreement is signed by you and shall continue for a period of 1 to 3 years, as selected by you when signing up (the “Term”).
         A. 1-Year Term. If you select a 1-Year Term, the Software Subscription shall automatically renew for two (2) additional one (1) year terms unless either party notifies the other party of cancellation within 30 days prior to the end of the initial Term. Each renewal period shall be
considered part of the “Term” for purposes of this Agreement. The “Annual Fee” fee for 1-Year Terms shall be $300 per year per device.
         B. 2-Year Term. If you select a 2-Year Term, the Software Subscription shall automatically renew for one (1) additional one (1) year term unless either party notifies the other party of cancellation within 30 days prior to the end of the initial Term. Each renewal period shall be
considered part of the “Term” for purposes of this Agreement. The “Annual Fee” fee when selecting an initial 2-Year Term shall be $300 per year per device.
         C. 3-Year Term. If you select an initial 3-Year Term, there is no automatic renewal. The “Annual Fee” fee when selecting an initial 3-Year Term shall be $300 per year per device.
1.3. Annual Fee. You agree to pay an Annual Fee, due on the first day of initial Term and on the anniversary date as described above.
1.4. Ownership of Device. During and after the Term, You shall remain the owner of the Device.
1.5. Ownership of Data. You are the owner of the Data generated by the Device and this Agreement describes your rights with respect to such Data.
1.6. Installation. You are responsible for proper installation of the Device according to the product guidelines. Failure to properly install the Device may reduce or eliminate functionality. The Device is
not designed to withstand field traffic, crop residue, or other field conditions that may damage the Device’s external casing. Teralytic is not responsible for damage to the Device caused due to weather
conditions.

2. Software and Intellectual Property
2.1. License to Use the Device’s Software. The Device runs software owned by Teralytic and licensed to you
during the Term (“Software”). Teralytic may update the Software during the Term, and this license shall cover any updates. You are granted a limited, non-exclusive license to use the Software on a single Device during the Term. You may not distribute, copy, or make the Software available over a network where it
could be used by multiple devices at the same time. This license does not grant you any rights to use Teralytic proprietary interfaces and other intellectual property in the design, development, manufacture,
licensing or distribution of third-party devices and accessories, or third-party software applications. You shall not, and you agree not to or enable others to, copy, decompile, reverse engineer, disassemble,
attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or any services provided by the Software. You may not lease, lend, sell, or sublicense the Software. The
obligations of this paragraph shall continue after termination of this Agreement or after the Term ends. Your license to use the Software on the Device ends when the Term ends.
2.2. Intellectual Property. All images, patents, trademarks, copyrights, service marks, logos, icons, and other
intellectual property (“Intellectual Property”) displayed on or contained in the Device, the Software, or the Teralytic website are the exclusive property of Teralytic and may not be used without Teralytic’s express prior written consent. The obligations of this paragraph shall continue after termination of this
Agreement or after the Term ends.

3. Data Upload and Subscription
3.1. Data Uploads. The Device collects Data when properly installed and uploads this Data to Teralytic’s servers and/or systems. During and after the Term, you consent to allow Teralytic to receive and/or
store your Data on the Teralytic servers and/or systems and clean your Data by removing perceived errors and omissions. You may not direct your Device to transmit Data to any other recipient other than
Teralytic. Your ability to access, share, and delete Data is explained herein.
3.2. Subscription Required. Your Device requires an active Teralytic subscriber account in order to access
Data uploaded by your Device to Teralytic’s servers and/or systems. A Teralytic subscriber account may be created at Teralytic’s website and must be maintained throughout the Term in order for you to access Data uploaded by the Device. You consent to Teralytic collecting and using Data from the Device on an ongoing basis for as long as it remains in place, even if you choose not to renew your subscription.
3.3. Your Personal Information. When creating an account, Teralytic creates certain unique identifiers to enable Teralytic to record your Device’s Data and associate such information with your account. These unique identifiers are associated with your Personal Information, such as name, address and telephone
number. “Personal Information” is defined in Teralytic’s Privacy Policy, which also explains Teralytic’s promise to protect your Personal Information.
3.4. Data Security. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of
information, Teralytic has established appropriate physical, electronic, and managerial procedures to safeguard and secure the Data collected from your Device. Teralytic will notify you by email if Teralytic has reason to believe that your Data was unlawfully accessed by a third party.

4. Teralytic Limited Warranty
4.1. Limited Warranty for the Term. Teralytic warrants that, under normal use and service, the Device shall be free from material workmanship defects for a period of three years after delivery to you for the
duration of the Term (up to 3 years). Teralytic’s sole obligation for warranty defects shall be to correct the failure by repair, replacement, or adjustment, as determined in Teralytic’s sole discretion. This warranty includes sensor and battery replacement. The warranty provided in this paragraph does not cover defects caused by misuse, misapplication, or other conditions or events caused by you, in which
case this warranty is void. Teralytic is not liable for any damages that result from the disclosure of your Data to any person or entity provided such disclosures are made according to this Agreement. Further,
Teralytic is not responsible for a loss or unauthorized disclosure of your Data due to (i) an act of God, (ii) other catastrophic event, or (iii) a data breach unless caused by Teralytic’s gross negligence.
4.2. Disclaimer. The Device is designed to provide you with insights into field conditions. Teralytic makes no
recommendations regarding in-field or farming decisions. You should not rely on the Device to make in-field or farming decisions. You should always verify the information provided by the Device. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE, THE DEVICE IS PROVIDED “AS IS” AND THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TERALYTIC DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE DEVICE WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF THE DEVICE WILL MEET YOUR EXPECTATIONS.

5. Breach and Termination
5.1. Breach by You. Upon any breach of this Agreement by you (including non-payment of the amounts stated
herein), Teralytic may terminate your use of the Teralytic Web Services, your account, and access to Teralytic servers and/or systems (without refund of any Annual Fee) and Teralytic may obtain damages
caused by your breach. Your breach shall further constitute a permanent non-exclusive license of your Data to Teralytic for any use Teralytic determines is appropriate. Teralytic shall be entitled to any attorneys’ fees incurred enforcing this Agreement. Teralytic may also seek injunctive relief to prevent
you from misappropriating the Software, Web Services, Intellectual Property, or other aspects of the Device.
5.2. Breach by Teralytic. In the event of any material breach of this Agreement by Teralytic, you shall provide Teralytic with written notice of the breach. Teralytic shall have thirty (30) days to cure the breach. In the event Teralytic fails to cure the breach, this Agreement shall terminate and refund you the prorated amount of your Annual Fee for the Term. In any event, Teralytic shall not be liable for any punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, or loss of business opportunity, and your recovery shall be limited to a refund of the Annual Fees paid.
5.3. Indemnity. You agree to indemnify, defend, and hold harmless Teralytic, including its employees, agents,
officers, stockholders, developers, and licensors, from any damages, costs, claims, injuries, and liabilities (including attorneys’ fees) arising from your use of the Device outside of the scope of this Agreement.

6. The Information Teralytic Collects. Teralytic Devices have the ability to upload to following types of data from
the Device to Teralytic’s servers and/or systems: (a) Land Data: land data includes soil temperature, pH, fertility, moisture, and other elements related to soil conditions; and (b) Weather Data: weather data includes rainfall, temperature, and other elements related to weather conditions. These categories are not exhaustive but provided to inform you of the types of information Teralytic’s Device may collect from you. Collectively
these data streams that originate from Devices owned by you are referred to as your “Data” in this Agreement.

7. Your Ownership of Data. As between the parties, you are the owner of Data that originates from Devices you own from Teralytic. Provided your account is current, you may download your Data from Teralytic. You release and indemnify Teralytic from any claims that someone else owns the Data uploaded to your account. If your account with Teralytic terminates and you do not delete your Data prior to such termination, you hereby
assign ownership of such data remaining on Teralytic’s servers and/or systems to Teralytic.

8. Data Sharing with Teralytic
8.1. License Grant for Aggregated Data. You grant Teralytic a limited, perpetual, irrevocable license to use
your Data as provided in this paragraph. You hereby give your consent to Teralytic to: (1) clean your Data by removing perceived errors and omissions; (2) share your Data among Teralytic’s employees and
agents to assist Teralytic with providing Web Services; and (3) anonymize and combine your Data with data from other Teralytic users to create aggregated datasets (“Aggregated Data”). Aggregated Data does not contain your Personal Information (as defined in the Privacy Policy) and is owned by Teralytic.
The licenses granted in this Section 8.1 shall survive any termination or expiration of this Agreement.
8.2. Restrictions on Teralytic’s Use of Data. Teralytic will not share your Data with any person or entity except as explained above, unless you provide your consent. In the event Teralytic is sold, you may be provided notice and allowed to delete or remove your Data prior to the sale (subject to applicable law), however, Aggregated Data may not be deleted or removed. All vendors or contractors used by Teralytic that have access to your Data are required to abide by Teralytic’s Privacy Policy, Terms of Service and this Agreement.

9. Data Sharing with Others
9.1. Trusted Advisors. You have the option of granting certain “Trusted Advisors” access to add, view, edit,
delete, upload and download your Data. Trusted Advisors may include agronomists, crop consultants, seed dealer representatives, your employees, family members, landowners, farmers, and others as designated by you. Trusted Advisors must obtain a Teralytic account, user ID, login, and agree to follow Teralytic’s Privacy Policy, Terms of Service, and this Agreement before they may be granted access to your Data. You may stop sharing your Data with Trusted Advisors by revoking their permission through
the Teralytic website. Revoking permissions may not cause Data previously shared to be deleted from other user’s accounts.
9.2. Other Technology Partners (Integrations). With your consent, Teralytic may also provide you with the ability to share your Data with other technology providers through links established through Teralytic and such third parties. Teralytic is continually working to provide users with options to transfer and share
data among different companies and data platforms. When your Data is transferred or shared with a third party, your use is subject to that third party’s policies and contract terms. Likewise, Teralytic may allow you to upload Data directly from third party technology providers. Any uploads from third parties are subject to Teralytic’s policies and contract terms. Uploaded Data may become Aggregated Data.
9.3. Viewing Aggregated Data. You may have the ability to view Aggregated Data, as determined solely by Teralytic. When viewing Aggregated Data, you will not have access to other users’ Personal Information.
You agree to only use Aggregated Data for your own purpose. You agree not to identify owners or sources of Aggregated Data, and you will not attempt to de-anonymize any Aggregated Data or ascertain owners
of Devices where such Aggregated Data originated. You may not sell, transfer, or share Aggregated Data to or with others.
10. Your Ability to Delete Data. You may delete your Data at any time, however, deleting previously uploaded
Data will not cause Aggregated Data to be deleted. Upon termination of your Teralytic account for any reason,
Teralytic may retain a copy of your Data for a period of at least ninety (90) days. You may delete your Data
after termination or nonrenewal of your Teralytic account according to Teralytic’s Terms of Service.

11. How Teralytic Stores Your Data. Your Data is uploaded from Devices and stored on servers and/or systems
that are owned or rented by Teralytic from reliable service providers. Teralytic takes reasonable and customary security measures to protect the privacy and security of your Data. In the event of a data breach, natural disaster, or other unforeseen event that causes your Data to be deleted or compromised, Teralytic
will notify you when you log in, by email, or other method required by law.

12. Your Obligations. You may not allow anyone to access your account or Data. You agree to defend, hold harmless and indemnify Teralytic against all claims, losses, damages, and injuries arising from a breach of your obligations in this Agreement.

13. Additional Legal Terms
13.1. Modifications. Teralytic may revise this Agreement from time to time. Teralytic will notify you by email or when you log into your account. By continuing to use the services after revisions become effective,
you agree to be bound by any updated version of this Agreement.
13.2. Complete Agreement. If any provision of this Agreement is determined to be unenforceable, the remainder of this Agreement shall remain in effect. This Agreement shall be interpreted as drafted by both parties. Any failure by Teralytic to enforce any provision hereof shall not be a waiver of such provision. This Agreement is the complete agreement and understanding between the parties.
13.3. BINDING ARBITRATION CLAUSE. Any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by
arbitration in Tempe, Arizona before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction.
This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
13.4. Governing Law. This Agreement is governed by Delaware law. Any suit naming Teralytic (including any affiliated company or brand, stockholders, employees, attorneys, or agents) as a party involving this Agreement must be filed in the state courts or federal district court located in Arizona, and you consent to venue and jurisdiction there. Except as set forth herein, this Agreement creates no third-party beneficiary rights. Teralytic’s failure to enforce any provision in this Agreement is not a waiver of the right to do so at a later date. If any provision is found unenforceable, the remaining provisions of this Agreement will remain in full effect. You may not assign your Teralytic account or any of your rights inthis Agreement to anyone. Teralytic may assign this Agreement without your consent. This Agreement does not create an employee, partnership or agency relationship between you and Teralytic.
13.5. Notice. If you need to contact Teralytic for any purpose regarding this Agreement, please email info@Teralytic.com.
13.6. Electronic Signature. The parties agree that this Agreement may be signed electronically. Any electronic signature for this Agreement has the same meaning and effect as a handwritten signature for the
purposes of enforceability and admissibility. If you are signing on behalf of an entity, such as a limited liability company, partnership, or corporation, your signature provides your authorization to bind the entity to this Agreement.