Terms and condition

These General Terms and Conditions and the Software use rights granted hereunder shall remain in effect for the Term or until terminated as set forth herein. 1.1. Customer may terminate its license to the Software by: (a) ceasing to use and destroying all copies of the Software and Documentation in its possession or control ; and (b) providing written notice to Cargill of its decision to terminate such Software license.

1.2. Cargill may terminate the Agreement, effective upon written notice to Customer, if Customer: (a) breaches a payment obligation; (b) breaches a material provision of the Agreement; or (c) files or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.

1.3. Upon expiration or termination of the Subscription License term, the use rights granted in the Agreement shall also terminate, and Customer shall immediately cease using the Software, destroy or return to Cargill all Confidential Information and Documentation, and pay all outstanding fees due to Cargill through the date of termination. No expiration or termination shall affect Customer’s obligation to pay all fees that may have become due before such expiration or termination.

1.4 Customer is solely responsible for copying or downloading all Customer data using the Software-as-a-Service within thirty (30) days upon termination of the Agreement. After such thirty (30) day period, Cargill is not obligated to provide Customer access to the Software or retain any of Customer data.

2.1. LIMITED WARRANTIES. Cargill warrants that the Software (excluding any Third￾Party Software, content or services provided with or accessed through the Software) will perform substantially in accordance with the accompanying written Documentation for a period of ninety (90) days from the date of receipt by Customer. The warranty period for the Site is ninety (90) days following the date it is first available for use by Customer, and applies only to the initial implementation of the Site and not to any future upgrades, updates, or optional additions such as additional users or modules. Cargill further warrants and represents that it and its employees and agents have all training, skills, tools, and equipment necessary to competently perform the Services described herein and that such services shall be performed in a timely, professional, and high-quality manner. The customer is solely responsible for data backup.

2.2. NO OTHER WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 1.3 ABOVE, THE SOFTWARE, DOCUMENTATION AND SERVICES ARE PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARGILL AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, AND NON￾INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, CARGILL DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF THIRD￾PARTY CONTENT CONTAINED IN THE SOFTWARE. ADDITIONALLY, WITHOUT LIMITATION TO THE FOREGOING, CARGILL PROVIDES NO WARRANTY AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OR OPERATE WITHOUT INTERRUPTION OR ERROR. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IMPLIED WARRANTIES ON THE SOFTWARE, IF ANY, ARE LIMITED TO NINETY (90) DAYS FROM THE DATE OF CUSTOMER’S RECEIPT OF

THE SOFTWARE.

2.3. LICENSEE REMEDIES. Regarding any warranty for non-conformance, the entire liability of Cargill and its agents, suppliers, consultants, resellers and Customer's exclusive remedy shall be, at the option of Cargill, either (a) return of the price paid, or (b) repair or replacement of the Software that does not meet Cargill' Limited Warranty and which is returned to Cargill with a copy of the Customer's receipt. This Limited Warranty is void if failure of the Software has resulted from Customer’s use of the Software in connection with any hardware or software not specified in the Documentation or has resulted from Customer’s negligence, reckless use, accident, abuse, or misapplication. Any replacement Software elements will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Cargill are available without proof of purchase from an authorized international source.

4. LIMITATION OF LIABILITY

4.1. Cargill has no liability or obligation to Customer for any actual or alleged infringement, indemnification claim, warranty claim, or other claim, to the extent based upon or attributable to: (i) the combination or interfacing of the Site, including Software, with any software or other products not produced or approved in writing by Cargill, (ii) the alteration, repair, or maintenance of Software, except by Cargill, (iii) Customer’s failure to install and use any update, (iv) Customer’s use of third-party software in connection with the Site that is no longer support by such third-party, or (v) any operation or use of the Site in a manner not in compliance with the Agreement or the Documentation, or any other breach of the Agreement by Customer. Except for the express warranties

4.2 NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CARGILL OR ITS SUPPLIERS OR AGENTS BE LIABLEFOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS￾INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE AGREEMENT INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, LOSS OR CORRUPTION OF DATA, FAILURE TO UPDATE OR PROVIDE ACCURATE INFORMATION OR SECURITY BREACHES, EVEN IF CARGILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

5. PROPRIETARY RIGHTS

5.1. Professional Services. All Inventions shall be the exclusive property of Cargill. With the respect to any Invention, Cargill hereby grants to Customer a non￾exclusive license to use such Inventions in the normal course of Customer’s business during the Term.

5.2. Ownership. All title and copyrights, patents, trade secrets, trademarks and proprietary rights in and to the Software and all derivatives thereof (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by Cargill or its suppliers. To the extent that Customer provides any ideas, reports or other feedback to Cargill as part of Customer’s use of the Software, Customer hereby freely assigns all right, title and interest in such ideas, reports and feedback to Cargill, without further compensation, and shall execute all necessary documentation as may be reasonably requested by Cargill to effect such assignment. Customer acknowledges and agrees that all updates, upgrades, work, Inventions, and deliverables in connection with the Site or related Services, whether or not paid for or reimbursed by Customer, is the exclusive property of Cargill. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Software or the Site are transferred to the Customer. Cargill owns and retains the right to collect and use in any lawful manner and disclose aggregated, anonymized data or other data that is not Confidential Information.

6. CONFIDENTIALITY

6.1. Dissemination of Confidential Information shall be limited to employees or agents that are directly involved with discussions contemplated by the Agreement, and even then, only to such extent as is necessary and essential. The Parties shall inform their employees and agents of the confidential nature of the information disclosed hereunder and cause all such employees and agents to abide by the terms of the Agreement. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any unauthorized party without prior express written consent of the disclosing Party or unless required by law or court order. If a Party is required by law or court order to disclose Confidential Information of the other Party, they shall give the disclosing Party prompt notice of such requirement so that an appropriate protective order or other relief may be sought.

6.2. Confidential Information will be used only in connection with discussions contemplated by the Agreement; no other use will be made of it by the receiving Party, it being recognized that both Parties have reserved all rights to their respective Confidential Information not expressly granted herein. All documents containing Confidential Information and provided by the disclosing Party shall remain the property of the disclosing Party, and all such documents, and copies thereof, shall be returned or destroyed upon the request of the disclosing Party. Documents prepared by the receiving Party using Confidential Information of the disclosing Party, or derived therefrom, shall be destroyed upon request of the disclosing Party, confirmation of which shall be provided in writing. The receiving Party, however, may keep one copy of any document requested to be returned or destroyed in the files of its legal department or outside counsel for record purposes only.

6.3. Confidential Information shall not include that which:

6.3.1.2. becomes part of the public domain, by publication or otherwise, through no unauthorized act or omission on the part of the receiving Party;

For a User who is not a Client You understand and acknowledge that the investment results you could obtain from investment information and financial insights provided by Cargill Agriculture investment cannot be guaranteed and that Cargill Agriculture investment cannot be held responsible. All investments entail a risk of loss and that you may lose money. Investment management services may be offered to individuals who become clients, at the sole discretion of Cargill Agriculture investment. Your election to engage our investment services are subject to your explicit enrollment and acceptance of this Terms of Use.

6.3.1.3. is lawfully in the receiving Party's possession prior to disclosure by the disclosing Party; or

6.3.1.4. is independently developed by an employee(s) of the receiving Party with no access to the disclosed Confidential Information.

6.4. The period for disclosure of Confidential Information between the Parties under the Agreement shall endure for the Term of the Agreement. The confidentiality obligations imposed by the Agreement, including but not limited to non-disclosure and non-use, however, shall endure for three (3) years from the date the Term (or any renewal thereof) expires or the date when early termination of the Agreement becomes effective; provided, however, that Customer’s confidentiality obligations regarding Confidential Information that is the Software, Third Party Software, Documentation, or Services shall survive indefinitely.

7. RELATIONSHIP OF PARTIES

7.1. The relationship of Cargill to Customer shall be one of independent contractor, and the parties do not intend to create any partnership, joint venture, employment or agency under the Agreement. Cargill shall not represent that Cargill is an agent of Customer and shall not be authorized to bind Customer in any way.

8. GENERAL

8.1. Choice of Law. The Agreement will be governed by the laws of the State of Minnesota, without reference to its choice of law rules. Customer hereby irrevocably consents to the exercise of exclusive jurisdiction and venue by the state or federal courts in Hennepin County, Minnesota for any claim relating to the enforcement of, or any rights under, the Agreement. The Parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods.

8.2. Exports. Customer represents and warrants that it is not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons (“SDN List”) and is not otherwise legally prohibited to use the Services. Customer will comply with all applicable customs, technical compliance and country of origin requirements of each country into which the Software is imported. Customer will not export or re-export, directly or indirectly, the Software to any country where such export or transmission is restricted or prohibited by local law, regulations, or statutes or by U.S. legal regulations or statutes or to any individual on the SDN List or the U.S. Commerce Department’s Table of Denial Orders.

8.3. Complete Agreement. The Agreement represents the entire Agreement between Customer and Cargill with respect to matters covered herein and supersedes all previous proposals and/or agreements, whether written or oral. No variation or modification of any term of the Agreement shall have effect, unless in writing and signed by authorized representatives of Customer and Cargill.

8.4. Waiver and Severability. No waiver of any provision of the Agreement will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver of either party of any provision of the Agreement will not be construed as a waiver of any other provision of the Agreement, nor will such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance. If any term or provision of the Agreement is held invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

8.5. Force Majeure. Except for Customer’s obligation to pay fees hereunder, neither party shall be responsible for any delay or failure in performance, caused by flood, riot, insurrection, fire, earthquake, strike, communication line failure and power failure, explosion or act of God, death of, or incapacitating illness or injury to, key personnel or any other force or cause beyond the control of the party claiming the protection of this paragraph.

8.6. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Cargill’ prior written consent, which consent Cargill may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under the Agreement for which Cargill’ prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under the Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. The Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

8.7. Arbitration. Any dispute arising under the terms of the Agreement that is not resolved within a reasonable period of time by the authorized representatives of Cargill and the Customer shall be brought to the attention of the Chief Executive Officer (or designee) of Cargill and the Chief Executive Officer (or designee) of the Customer for joint resolution at Cargill’ offices. If resolution of the dispute through discussion between the aforementioned executive officers is pursued without success, the issue will go to arbitration before a mutually agreed upon party.

8.8. Dongles. Cargill may provide Customer with a dongle as part of the delivery of Software or Services. Broken or faulty dongles will be replaced for the cost of the replacement dongle, postage and packing. The inoperative dongle must be returned to Cargill on receipt on the new dongle and satisfactory installation. In the event of a dongle theft, Cargill may, at its own discretion, issue a replacement dongle. Cargill, however, will require proper evidence of theft (such as a police or insurance report) and will need to be satisfied that diligent steps were taken to recover the dongle. Failure to return the dongle or provide satisfactory evidence of theft or destruction will incur a re￾issue charge of 50% of current software list price.

8.9. Company Information and Notice. Should Customer have any questions concerning the Agreement, or if Customer desires to contact Cargill for any reason, please contact Cargill by phone at 952-984-4700 or by mail at 9320 Excelsior Blvd, MS 54, Hopkins, MN 55343. Cargill may update its contact information from time to time. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Contract cover page.