This End User License Agreement (this “Agreement”) is a binding agreement between you (whether an individual or an entity, the “Licensee” or “you”) and Sentinel Ag, Inc., a Delaware corporation (the “Licensor”).

BY DOWNLOADING, INSTALLING, AND/OR USING THE COMPANY’S WEBSITE AND SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, THE INDIVIDUAL CLICKING THE “ACCEPT” BUTTON, DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE REPRESENTS AND WARRANTS THAT SUCH PERSON HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD, TO YOU.

LICENSOR’S TERMS OF SERVICE (AVAILABLE ON LICENSOR’S WEBISTE) ARE INCORPORATED HEREIN BY REFERENCE AND ANY CAPITALIZED TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE TERMS OF SERVICE.

1. Introductory Provisions.

1.1. The Licensor shall provide Licensee software (all such software provided to the Licensee referred to collectively as the “Software”). The technical specifications and descriptions of the functionalities of the Software is contained in the documentation found on Licensor’s website.

1.2. The Licensor may offer one or more of its software applications as part of the Software.

1.3. The Software, including its functions and functionality, and/or the Software documentation, may be changed by the Licensor while this Agreement is in effect by means of Updates (as defined herein). You agree that if the aforesaid changes occur and you implement those changes, you shall be deemed to have accepted such changes, with the Licensee’s sole recourse being to immediately cease use of the Software.

1.4. This Agreement regulates the rights and obligations of Licensor and Licensee relating to the use of the Software by Licensee.

2. License Grant.

2.1. Upon payment of any applicable fees and subject to the terms of this Agreement, Licensor grants Licensee a limited, non-exclusive, and nontransferable license (the “License”) to download, install, and use the Software and documentation for its own internal business purposes strictly in accordance with this Agreement and pursuant to the other terms and policies of the specific Software as provided in the documentation for the Software.

3. License Restrictions.

3.1. Licensee shall not:

a) copy the Software, except as expressly permitted by this license;

b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software;

c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof;

e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or any applications, features or functionality of the Software, to any third party for any reason, or

f) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Software.

3.2. Licensee’s use of the Software must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, the Licensee’s use of the Software must not:

a) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;

b) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement, the Terms of Service, and the Licensor’s Privacy Policy;

c) be likely to deceive any person;

d) promote any illegal activity, or advocate, promote or assist any unlawful act; or

e) give the impression that it emanates from or is endorsed by the Licensor or any other person or entity if this is not the case.

4. Reservation of Rights.

4.1. You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Licensor reserves and shall retain its entire right, title and interest in and to the Software, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

5. Collection and Use of Your Information.

5.1. You acknowledge that when you download, install or use the Software, Licensor may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Software. You also may be required to provide certain information about yourself and your location as a condition to downloading, installing or using the Software or certain of its features or functionality. All information we collect through or in connection with this Software is subject to our Privacy Policy, a copy of which can be found at https://www.sentinelag.tech/privacy-policy. By downloading, installing, using and providing information to or through this Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

6. Content and Services.

6.1. The Software may provide you with access to Licensor's website located at https://www.sentinelag.tech/  (the "Website") and other domains that forward to this URL (e.g. https://www.sentinelfertigation.com/)  and products and services accessible thereon, and certain features, functionality and content accessible on or through the Software may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by our Website's Terms of Service, Ag Data Use Policy, and Privacy Policy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Service and Privacy Policy and/or to register with the Website and your failure to do so may restrict you from accessing or using certain of the Software's features and functionality. Any violation of such Terms of Service will also be deemed a violation of this Agreement.

7. Updates; Support Services.

7.1. Licensor may provide support services to Licensee pursuant to the terms of the Software subscription and in accordance with Licensor’s support policies (the “Support Services”).

7.2. Licensor may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other Error Corrections (as hereinafter defined), and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Licensee agrees that the Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. If an Update is available, the Licensee acknowledges and agrees that the Software may not operate properly until the Update is installed. The Licensee acknowledges and agrees that Updates will be deemed to be part of the Software and will be subject to the terms and conditions of this Agreement.

7.3. “Error Correction” means any workaround or modification to the Software that corrects an Error. “Error” means any problem that results from the failure of the Software to operate in accordance with the documentation therefor.

8. Third Party Materials.

8.1. The Software may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Licensor is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Licensor does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

9. Payment Terms.

9.1. In return for the provision of the License to Licensee according to Article 2.1 of this Agreement, the Licensee agrees to pay the fees associated therewith, as listed and subject to the terms provided (i) on the Licensor’s website or the installation or registration page of the Software, (ii) in an agreement executed between the Licensee and a reseller, sales agent, or other independent contractor of the Licensor, or (iii) in a SaaS Services Agreement or other written agreement executed between the Licensor or its representatives and the Licensee, as applicable.

10. Term and Termination.

10.1. The term of this Agreement commences when you download the Software and will continue in effect until terminated by you or Licensor as set forth in this Article 10.

10.2. You may terminate this Agreement by deleting the Software and all copies and materials thereof from your device.

10.3. Licensor may terminate this Agreement at any time, for any reason without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

10.4. As an alternative to termination, Licensor may suspend the Licensee’s License to the Software and Software documentation and/or Licensor’s obligations under this Agreement, if the Licensee fails to make a payment to the Licensor or otherwise fails to comply with the terms of this Agreement or other terms relating to any such License, service, or other associated materials.

10.5. Upon termination:

a) the License granted to Licensee under this Agreement will terminate; and

b) Licensee must cease all use of the Software and Licensor materials to which such License applies and Licensee shall delete or destroy all reproductions of the Software obtained under this Agreement, regardless of their form.

10.6. Any provision of this Agreement related to confidentiality, limitation of liability, or indemnification or which by its terms provides for survival shall survive the termination of this Agreement.

10.7. Termination will not limit any of Licensor’s rights or remedies in law or equity.

11. Disclaimer of Warranties.

THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE ORTHAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR THE CONTENT AND SERVICES FOR: (i) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; OR (ii) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE.

13. Indemnification.

Licensee agrees to indemnify, defend and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to Licensee’s use or misuse of the Software or your breach of this Agreement. Furthermore, Licensee agrees that Licensor assumes no responsibility for the content Licensee submits or makes available through the Software.

14. Export Regulation.

The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. Licensee shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the US.

15. US Government Rights.

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, Licensee receives only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

16. Severability.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

17. Governing Law.

This Agreement is governed by and construed in accordance with the laws of the State of Nebraska without giving effect to any of its choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Software shall be instituted exclusively in the District Courts in the State of Nebraska in Lancaster County or the Federal District Court in Lincoln, Nebraska (as permitted by law). Licensee waives any and all objections to the exercise of jurisdiction by such courts and to venue in such courts.

18. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

19. Entire Agreement.

This Agreement, Licensor’s Terms of Service and Privacy Policy constitute the entire agreement between Licensee and Licensor with respect to the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.

20. Waiver.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.