THIS IS A LEGALLY BINDING AGREEMENT AND AFFECTS YOUR RIGHTS

Terms and Conditions

These Terms and Conditions are a binding agreement between you and Innvictis Crop Care, LLC (“Innvictis”, “us” or “we”) with respect to any Innvictis site that has linked to these Terms and Conditions (each a “Website”), such as www.innvictis.com. By accessing or using any of the Websites, you agree to and accept the following terms and conditions of access and use.

1. GENERAL

A. Agreement Binding. The pages, facilities, services, and capabilities of or accessible through the Websites (the “Service”) provided by us are designed to let you (the “End User”) and others communicate with us and access data, information, tools, services, and other materials (all of this material is collectively called the “Content”). In some cases you may be able to create and publish original materials, such as through bulletin boards and discussion forums; such materials are also Content. From time to time, other page- or application-specific access policies or agreements (“Restricted Access Policies”) may be provided to you (by pop-up, agreement, logon notice, mail, or otherwise). The terms of any Restricted Access Policy notified to you by us (by pop-up window, mail, e-mail, or other communication) are incorporated herein by reference. These Terms and Conditions and the Restricted Access Policies (collectively, this “Agreement”), sets out the terms and conditions of access to and use of the Service. You agree that all agreements notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communication be in writing.

B. Agent for Notice of Claimed Copyright Infringement. We respect the intellectual property rights of authors. To assist copyright owners, we have appointed an agent to receive notifications of claims of copyright infringement regarding materials available or accessible on, through, or in connection with our services. Any person authorized to act for a copyright owner may notify us of such claims by contacting the following Agent: Beverly Gates, Pinnacle Agriculture Holdings, LLC, 3500 Players Club Parkway, Suite 210 Memphis, TN 38125; Phone: (901) 462-2774; beverly.gates@paghllc.com and providing all relevant information, including a description of the copyrighted work that you claim has been infringed upon, a description of where such material is located on the Website, a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, a statement made by you under the penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner, your address, telephone number and email address and a physical signature of the person authorized to act on behalf of the copyright owner. The contact information for the Agent is also available from the Register of Copyrights.

C. Monitoring and Control of Material. Use, posting, transmission, modification, display, and copying of Content is solely the responsibility and risk of the End User. We reserve the right, but undertake no commitment or have any obligation, to monitor or otherwise review the Content available or accessible on, through, or in connection with this site. We have adopted and implemented a policy of terminating the accounts of those that are or in our judgment appear to be repeat infringers of the copyright rights of others or otherwise violate this Agreement. Additionally, this site will accommodate and will not interfere with standard technical measures of copyright owners to identify or protect their copyrighted works. Without limitation, this may mean that materials accessed or posted by you will be subject to the scrutiny of such standard technical measures. We may not exercise control over these measures, and do not guarantee the privacy of your information against such scrutiny. If we receive actual notice of infringement, or a notification complying with 17 U.S.C. 512(c)(3) from a copyright owner’s authorized representative, we may remove or disable access to infringing materials. We also reserve the right to remove or disable materials if, in our sole judgment, the material is likely to infringe the rights of a third party, whether or not actual notice or 512(c)(3) notice has been received. Notices and opportunity to respond will be provided where required by law, but we undertake no obligation to provide notices other than as legally required.

2. ACCESS AND ACTIVITY.

A. License and Access. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Service. As between you and us, all Content, other than Content provided by you, included in or made available through the Service, such as text, graphics, logos, button icons, images, audio clips and data compilations are our property and protected by United States and international copyright laws. All rights not expressly granted to you in this Agreement are reserved and retained by Innvictis or its licensors, suppliers, publishers, rights-holders, or other Content providers. No Content of any Website, nor any part of any Website, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Website. You may use the Website only as permitted by law. The licenses granted by us terminate automatically if you do not comply with this Agreement.

B. Express Limitations.

  1. End User assumes all risks regarding the determination of whether any Content is subject to the intellectual property right of a third party, is in the public domain, or is otherwise subject to limitations by contract or law.
  2. Software accessible by or on the Service may not be reverse engineered unless specifically authorized by the owner of the software.
  3. As a condition of End User’s use of the Service, End User represents and warrants to us that End User will not use the Service for any purpose that is unlawful or prohibited by this Agreement.
  4. End User may not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other entity’s use and enjoyment of the Service.
  5. End User may not download, access, copy, decompile, compile, manipulate, or otherwise obtain or use any of the data, information, or other Content made available on or through the Service for any purposes other than End User’s individual evaluation of discrete Content for the purposes for which it is provided by us.
  6. End User may not obtain or attempt to obtain any materials or information through any means that are apparently not intentionally made available or provided for through the Service.

C. Limitations and Obligations Regarding Passwords. End User agrees to maintain all passwords as private and confidential information. End User’s password and any authorization thereunder may not be transferred, leased, assigned, or sublicensed without our prior written consent. End User will not itself, and will not allow others to, circumvent the password restrictions on the Service. End User further agrees to notify us immediately upon discovery or suspicion of compromise of the confidentiality of the End User’s password and of any change in contact information. End User shall be solely responsible for securing the password and preventing misuse or unauthorized use of the password, including by former employees. The support of passwords by us and the Service is not a representation that information published and designated for access only by certain passwords, password types, or password levels is guaranteed confidential or private or that it is accessible only to such designated passwords, password types, and password levels. End User acknowledges that no password or electronic security system is foolproof. Furthermore, information will be at least accessible and reviewable by us according to Section 3(B) and 3(C) and the Website Privacy Policy. End User agrees not to rely upon the password system to protect or limit distribution of any Content that may be of a sensitive nature or otherwise inappropriate for general dissemination. End User shall be responsible for all use of the Service accessed in connection with End User’s password and all transactions effected in connection with the password. In particular, without limitation, we shall be entitled to rely upon the authority to act for and to bind End User of any person accessing the Service with the password.

3. CONTENT.

A. Compliance with Law. End User agrees not to publish on the Service, or display or make available through any other aspect of the Service, any Content that (i) violates or infringes upon the rights of any others (including without limitation the right of privacy or the right of publicity, copyright, or trade secrets), (ii) may be illegal, infringing of intellectual property, abusive, profane, obscene, immoral, indecent, threatening, slanderous, defamatory, invasive of privacy, libelous, scandalous, offensive to an average person, or otherwise injurious to a third person (iii) is derogatory toward any other End User, (iv) contains or triggers any virus or other software or code that may harm, interfere with, or alter the operation of any equipment, software, data, or Content of Innvictis, any End User, or any third party, (v) consists of or contains political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or (vi) violates any law, regulation, or regulatory advisory opinion, including particularly, but without limitation, those in the areas of antitrust, fair trade and competition, and securities laws. End User agrees not to solicit the performance of any activity that is prohibited by law or to solicit through the Service other end users to become end users or purchasers of competitive services or goods. End User agrees to comply with all applicable laws, rules and regulations in connection with this Agreement. End User agrees to not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content.

B. Content Review and Control. No information or Content published is privileged or confidential from us in any manner. By publishing such Content, End User waives and agrees to waive any such rights of confidentiality, privilege, or privacy as may apply. End User agrees that we are under no obligation to control or monitor Content published by other end users or third parties. In the event that we are made aware of a potential violation of the terms of this Agreement, we shall take such investigative and remedial measures as we deem in our sole discretion to be appropriate.

C. Discretion of Innvictis. We and our authorized representatives reserve the right in our sole discretion to edit or delete any information, software or other content appearing on the Service, regardless of whether it violates applicable standards for Content, for any reason. End User agrees that the final determination regarding whether Content published or sought to be published in connection with the Service falls within a prohibited category under this Section 3 rests solely with us and those whom we may authorize. Violations of any provision of this Agreement, including without limitation the provisions of this Section 3, may be dealt with in our sole discretion by removal of violating Content without notice, denial or suspension of access, reporting to government authorities, or any such other remedies or actions as may be otherwise legally available to us or any aggrieved party, including the provisions of the Digital Millennium Copyright Act, the Computer Fraud and Abuse Act, and the No Electronic Theft Act.

D. End User Responsible. End User shall be solely responsible for the accuracy and completeness of Content published on the Service by End User or through End User’s account and represent and warrant (i) that you own or otherwise control all of the rights to the Content that you post. (ii) that the Content is accurate, (iii) that use of the Content you supply does not violate this policy and will not cause injury to any person or entity and (iv) that you will indemnify us for all claims resulting from content you supply. We take no responsibility and assume no liability for any content posted by you or any third party.

E. Grant of License. By using the Service, uploading Content, or sending any Content to Innvictis (including e-mails, testimonials, and the like), End User irrevocably grants us and our assigns a nonexclusive, royalty-free and fully sublicensable license to use, distribute, display, reproduce, modify, adapt, display, distribute, publish, publicly perform, translate, create derivative works based on the Content published or sent by End User. End User further grants the right to use the End User’s name, image or likeness, and other personal information in connection with the Content published or sent by End User. Such license specifically includes the right by us and our assigns to sublicense and authorize such acts on the part of any other End User of the Service under the terms and conditions set forth herein.

F. Innvictis Property. End User acknowledges and agrees that all Content created by or for us and all aspects of the Service (including without limitation, software code, screen views or templates, interfaces, html (or other pertinent language) mark-up, and any other writing or expression) are not within the public domain. End User may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any Content received or accessed through the Service, except as expressly provided in this Agreement. End User agrees not to use our trademarks, logos, symbols, or any other mark, device, or commercial identifier of or any aspect of the Service without our express written consent.

G. Minors. End User acknowledges that the Service may contain Content posted by, owned by, or under the control of third parties and End User is aware that some web pages accessible on or through the Service may through no fault of ours contain material that is unsuitable for minors (persons under 18 years of age). End User agrees to refrain from allowing any information regarding anyone under the age of 18 from being uploaded to the Service.

H. Links to Third Party Sites. The Service may, from time to time, contain links to other web pages or Internet resources (“Linked Sites”). The Linked Sites may not be under our control, and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for any Content or any transmission received from any Linked Site. We provide such links to End User only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any association with its operators unless otherwise stated.

I. Information Accuracy. We will use reasonable efforts to include accurate and current information on the Website, but there may be occasions when information on the Website contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability and other matters. We make no warranties or representations regarding the accuracy of such information and will not be bound thereby. We reserve the right to correct any errors and to update Website information at any time (including after you have submitted your order).

4. CONFIDENTIALITY.

A. Confidentiality Obligations. End User acknowledges that the password protected areas of Service may contain information of a confidential and sensitive nature. All information accessible in such areas of the Service, except as provided in Section 4(b), below, shall be deemed proprietary and confidential (“Confidential Information”), and End User agrees to treat such Confidential Information as confidential, and to hold it in trust for us. In particular, without limitation, End User will not disclose or allow to be disclosed such information without our express written consent. End User will at a minimum employ the same standards to maintain the confidentiality of the Confidential Information as it employs to protect its own proprietary information and trade secrets.

B. Limitations. The restrictions and obligations under this Section 4 concerning confidentiality shall not apply to any portion of the Confidential Information that: (i) is generally known in the form, compilation, organization, on the Service to the general public through no act or failure to act of End User; (ii) may be demonstrated to have been known to End User at the time of the receipt thereof as evidenced by tangible records that existed prior to End User’s obtaining the information from us; (iii) subsequently is obtained rightfully from a third party who lawfully possessed the information and who had the right to make such disclosure, or (iv) is independently developed by End User without assistance of, reference to, or reliance upon Confidential Information.

5. AMENDMENT.

A. Permissible. We may modify this Agreement at any time, and may discontinue or revise any or all other aspects of the Content or Service in our sole discretion and without prior notice. Upon discontinuance or changes to this Agreement, Innvictis may notify End User by posting a statement on or through the Service, or sending an e-mail or postal mail in a manner reasonably calculated to reach End User. End User agrees that use of the Service is an acknowledgment and agreement to the terms and conditions of the Agreement, and that continued use of the Service following any revision, amendment, or supplement is sufficient consideration for, and indicates agreement to, such revisions, amendments, or supplements.

B. Limitations. Any acknowledgment by us of an e-mail or other communication of the End User that is in any way inconsistent with, or adds to, the provisions of this Agreement is null and void to the extent of such inconsistency. Neither the course of conduct between parties nor trade practice may act to modify the provisions of this Agreement. We may authorize or allow our contractors and other third parties to provide to us and/or to End User services necessary or related to making the Service available and to perform obligations and exercise our rights under this Agreement.

6. NON-TRANSFERABILITY.

End User’s right to use the Service or to designate users is not transferable and is subject to any limits established by us. End User may not sublicense, assign or transfer this license. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void.

7. EQUIPMENT AND SERVICE PROVIDERS.

End User is responsible for and must provide all telephone and other equipment and services necessary to access the Service.

8. USE OF INFORMATION.

End User consents to the collection and use of information as set forth in the Website Privacy Policy, as it may be amended from time to time. The providing of consent hereby shall not be deemed as an indication that such consent is necessary. In all cases, we shall be free to provide any information in our possession, or to collect and provide information possibly in our possession, to law enforcement authorities as we see fit.

9. INDEMNIFICATION.

End User agrees to indemnify and hold Innvictis, including its affiliates and their officers, agents, employees, suppliers, and service providers, harmless from any claims, liability, and expenses, including reasonable attorneys’ fees, whether in tort or in contract, that it or any of them may incur by reason of or arising out of any claim, including claims for copyright infringement, defamation, invasion of privacy, or infringement of rights of publicity, that is made by any third party relating to End User’s breach of the Agreement or to any Content published by End User on the Service.

10. LIMITATION OF LIABILITY.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN THE EVENT OF A TYPOGRAPHICAL ERROR RELATING TO PRICE OR QUANTITY OF AN ITEM FEATURED, DESCRIBED, OR OFFERED FOR SALE ON THE SERVICE, INNVICTIS RESERVES THE RIGHT TO REFUSE TO FILL ANY ORDER OR ORDERS THAT RELY ON SUCH TYPOGRAPHICAL ERROR. ALL PRICES AND GOODS LISTED ON THE SERVICE ARE SUBJECT TO AVAILABILITY AND LIMITED QUANTITIES. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. INNVICTIS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AT ANY TIME, WITHOUT PRIOR NOTICE. INNVICTIS AND/OR ITS AFFILIATES AND/OR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SERVICE FOR ANY PURPOSE. ALL SUCH CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. INNVICTIS AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS CONTENT, INFORMATION, SERVICES AND RELATED GRAPHICS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INNVICTIS DOES NOT WARRANT THAT THE SITE WILL BE FREE OF ERRORS OR VIRUSES. IN NO EVENT SHALL INNVICTIS AND/OR ITS AFFILIATES AND/OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR RELATED SERVICES, WITH THE RECEIPT OF INCOMPLETE INSTRUCTIONS OR ORDERS, WITH THE NON-RECEIPT OF INSTRUCTIONS OR ORDERS, WITH THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR WITH ANY INFORMATION, SERVICES OR RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INNVICTIS OR ANY OF ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO END USER. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF INNVICTIS, AND OUR SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).

11. BENEFIT OF SECTIONS.

The provisions of Sections 2, 3, 4, 9, and 10 are for the benefit of Innvictis and its affiliates, officers, directors, employees, and agents; and each shall have the right to assert and enforce such provisions directly on its own behalf against End User.

12. GOVERNING LAW/JURISDICTION.

This Agreement is made in Tennessee, and shall be governed by and construed in accordance with the laws of Tennessee except that no conflicts-of-laws provision shall be invoked so as to use the laws of any other jurisdiction. End User consents to jurisdiction of the courts residing in the State of Tennessee for all disputes arising out of or in connection with this agreement, and such courts shall have exclusive venue and jurisdiction over such disputes. By consent and agreement of End User, venue is proper in the courts within Shelby County, Tennessee.

13. SEVERABILITY.

If any provision of this Agreement is determined to be invalid, it shall be deemed severed from the remainder of the Agreement to the extent of such invalidity, and all other provisions shall remain in full force and effect.

14. TERMINATION.

This Agreement is effective until terminated by either party. End User may terminate this Agreement at any time by discontinuing use of and access to the Service and destroying all materials obtained from the Service. We reserve the right, in our sole discretion, to terminate or suspend any End User’s password, access, and ability to use the Service at any time, without notice. The provisions of Sections 2(B) – 7 and 9 – 16 shall survive any termination of this Agreement.

15. INJUNCTIVE RELIEF.

End User acknowledges and agrees that any violation of the terms of this Agreement relating to the disclosure, use, copying, distribution, display or publishing of Content (including without limitation, trademarks) may result in irreparable injury and damage to us and our affiliates that may not be adequately compensable in money damages, and for which we and our affiliates will have no adequate remedy at law. End User therefore consents and agrees that we and our affiliates may obtain injunctions, orders or decrees as may be reasonably necessary ensure compliance with this Agreement. End User waives any requirement of bond that may apply for issuance of any injunctions, orders, or decrees.

16. RELIANCE.

WE DO NOT ENDORSE, ASSERT OR STAND BEHIND THE TRUTHFULNESS OR RELIABILITY OF OPINIONS, ADVICE OR STATEMENTS GIVEN OR MADE BY ANYONE OTHER THAN AUTHORIZED INNVICTIS SPOKESPERSONS IN ANY MANNER ON OR THROUGH THE SERVICE. OTHER END USERS ARE NOT AUTHORIZED INNVICTIS SPOKESPERSONS.