Terms of Use

1 General

1.1 These terms are entered into between Indigo Ag, Inc. and its affiliates ("Indigo", "we", "our", "us" or other first person pronouns) and you (as an individual or a single legal entity) and relate to the Indigo Grower Forum and its associated software, websites, resources, data, and recommendations (the "Forum"). The following terms and conditions ("Terms"), together with any documents incorporated by reference (collectively the "Agreement"), govern your access to, and use of the Forum.

1.2 Indigo’s website terms of use https://www.indigoag.com/terms-of-use ("Website Terms of Use") are hereby incorporated by reference and made a part of this Agreement. In the event of a conflict between these Terms and Website Terms of Use, these Terms will control.

1.3 If you do not agree to be bound by the terms of this Agreement do not use, or otherwise access the Forum. By accessing, viewing or using any page, part or component of the Forum, you have indicated your acknowledgement and acceptance of these Terms.

1.4 By entering into this Agreement, you represent and warrant that you are at least 18 years of age or the age of majority where you reside, and that you are acting for an Approved Business Purpose (as described below). You also represent and warrant that you have the authority to enter into this Agreement and agree to be bound by its terms, on your own behalf or on behalf of a company or other legal entity if you are accessing the Forum for the business purpose of that company or legal entity.

2 Authorized Users

2.1 Your account log-in credentials are specific to you and should not be shared with anyone. You are responsible for all activity associated with your account, and its compliance with terms of this Agreement. You are responsible for all damages associated with the use of your account and you agree to indemnify Indigo for any and all harm caused by use of your account in violation of the terms of this Agreement or violation of any law.

2.2 You are able to select your own user name, you may not use your user name to misrepresent your identity. Indigo may remove users with user names that Indigo finds, in its sole and complete discretion, are inflammatory, derogatory, misrepresent a user’s identity, or are otherwise inappropriate.

3 Submissions & Use of the Forum

3.1 We welcome your help in growing the regenerative agriculture community by sharing your constructive comments and questions. The Forum is not the place for accusations and rants. Courteous participation supports community learning, please be mindful of your tone when interacting on the Forum. Posts must be on-topic, and advertising is not permitted. Views expressed on the Forum are not endorsed by Indigo.

3.2 Indigo grants you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Forum, in accordance with the terms of this Agreement, solely for furtherance of a farming business you own or operate or a farming business to which you or your personnel personally provide agronomic advice or services ("Approved Business Purpose"). Approved Business Purpose specifically excludes accessing or using the Forum to develop, evaluate, validate or enhance any competitive product or service. Your use of the Forum may be subject to usage limits; usage over these limits may require purchase of additional resources or services. Accessing or using the Forum in violation of this Agreement immediately terminates your license to the Forum. Rights not expressly granted in this Agreement are reserved by Indigo.

3.3 You may not: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Forum (except to the extent applicable laws specifically prohibit such restriction); modify, translate, or create derivative works based on the Forum (other than as expressly permitted by Indigo); use the Forum to collect or store data without the data owner’s consent; rent, lease, pledge, assign, or otherwise transfer or encumber rights to the Forum or any data or analyses presented by the Forum; remove any trademark or proprietary markings from the Forum; interfere or attempt to interfere with the proper functioning of the Forum; avoid or attempt to interfere with restrictions on access to the Forum or portions thereof; access or use the Forum in violation of any applicable law or regulation; or directly or indirectly cause a third-party to access or use the Forum in a way prohibited by this Agreement.

3.4 Indigo may suspend, immediately and without prior notice, any user account and remove any User Data (defined below) that at we, in our sole discretion, determine are or may be in violation of the terms of this Agreement.

4 Data

4.1 As between you and Indigo, Indigo is the owner of the data, software, services, and Intellectual Property Rights embodied in the Forum. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise, now or hereafter, in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. Nothing in this Agreement transfers to you any ownership interest, nor grants you rights, in the Forum other than those expressly granted in this Agreement.

4.2 As between you and Indigo, you are the owner of the data, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit to or store on the Forum ("User Data"). You agree to grant, and do hereby grant, to Indigo a non-exclusive, perpetual, irrevocable, fully paid-up, transferable and sub-licensable license to access, copy, or create derivative works and use the User Data for all purposes, including to perform our obligations to you under this Agreement, to improve the functions of our products and to generate anonymized aggregated data which cannot be associated with an individual user.

4.3 You agree that Indigo may use suggestions, comments and other feedback you provide to us ("Feedback") for any purpose including incorporation into or development of our products and services ("Improvements"), and that such Improvements are solely owned by Indigo. You agree to assign, and do hereby assign, to Indigo any right, title and interest you may have to any Feedback. You agree not to claim any rights in Feedback or related Improvements, including intellectual property rights, moral rights, rights of accounting, compensation or attribution. Collectively User Data and Feedback are referred to as "Data".

4.4 You are responsible for ensuring a) you have sufficient rights and permissions in Data you share with Indigo to allow for our use of those Data according to the terms of this Agreement and b) that such Data are correct, not misleading, current, and complete. You agree to indemnify Indigo for any and all damages resulting from a) claims Data infringes a third party’s intellectual property or privacy rights or b) claims you have inadequate rights and permissions in Data to allow for our use of those Data according to the terms of this Agreement.

4.5 Indigo may use "cookies" and other technologies to track user activity within the Forum. These technologies help us improve your experience and our products and services. Indigo’s collection and use of your personal information is explained in further detail by, our Privacy Policy located at https://www.indigoag.com/forms/privacy-policy. You also may have certain rights in relation to the information we collect under applicable law as set out in our Privacy Policy.

4.6 Indigo is committed to our policy of not permitting content on our platforms that violates the rights of third parties. However, you or others may make data available in the Forum without direction or control by Indigo, and Indigo is under no obligation to scan or monitor such data for compliance with third-party rights. If you believe that the Forum contains infringing content, please contact us immediately at the address below and provide the following information:

i. Identification of the copyrighted work you believe has been infringed,

ii. Identification of the material you believe to be infringing or to be the subject of infringing activity, including information sufficient for us to locate the specific work, for example a webpage URL and a description of the particular element alleged to be infringing (e.g. a description of the image, text, or data),

iii. Your contact information including your address, telephone number, and email address, and, if you are submitting the complaint on behalf of a company, the company information and your job title,

iv. A statement that the you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law,

v. A statement that the information in the notification is accurate, and under penalty of perjury, that you are, or are authorized to act on behalf of, the owner of the exclusive right that is allegedly infringed, and

vi. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

5 The Forum

5.1 The Forum may contain links to, or recommendations of, external third-party webpages, data or services. Indigo does not control, nor is Indigo responsible for, content or availability of third-party webpages, data or services, and you acknowledge and agree that Indigo shall not be liable for any damages resulting from use of, or reliance on, any such third-party webpages, data or services.

5.2 Indigo makes no representations or warranties that the Forum is suitable for your particular use or region. Indigo does not warrant that use of the Forum will improve the productivity or profitability of your business or a business to which you provide advice or services. The materials Indigo provides via the Forum are provided for informational purposes only. The Forum contains preliminary information that is subject to change and should not be used as the sole determinant of production or investment decisions. All projections, forecasts and estimates of returns and other "forward-looking" statements are based on assumptions, which are unlikely to be consistent with, and may differ materially from, actual events or conditions. Such forward-looking information only illustrates hypothetical results under certain assumptions. Actual results will vary, and the variations may be material. As between Indigo and you, you bear the entire risk of farming and investment decisions, including market loss. Indigo will have no responsibility or liability for your or your clients’ farming or investment decisions.

5.3 Indigo makes no representations or warranties that the Forum is appropriate or available for use outside of the United States. You are responsible for determining if use of the Forum or export of data are in compliance with export laws, regulations or restrictions.

5.4 Content generated by Indigo includes information obtained from sources we believe to be reliable, but may include inaccurate, flawed or erroneous data, predictions or recommendations and Indigo expressly disclaims liability for any such errors or mistakes. Indigo makes no representations or warranties that the Forum is error free, that errors will be corrected, or that use of the Forum will be uninterrupted, free from third-party disruptions, or unauthorized third-party access. In no event shall Indigo be liable for any use by any party of, for any decision made or action taken or not taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained in the Forum and such information may not be relied upon by you in evaluating the merits of participating in any transaction. Nothing in the Forum should be construed as an investment recommendation or as legal, tax, investment or accounting advice.

5.5 NEITHER INDIGO, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, PARTNERS, LICENSORS, THIRD-PARTY SUPPLIERS OR CONTENT PROVIDERS, MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE FORUM AND EACH HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY, TO YOU OR OTHERS, FOR ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE SERVICE, OR TIMELINESS, ACCURACY OR COMPLETENESS OF THE FORUM AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE, TO THE EXTENT ALLOWED BY LAW, EXPRESSLY DISCLAIMED.

5.6 THE FORUM IS PROVIDED "AS IS" AND "AS AVAILABLE" AND USED AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INTERRUPTIONS OR ERRORS IN THE FORUM; AND (II) THE FORUM, FROM TIME TO TIME, MAY BE TEMPORARILY UNAVAILABLE.

5.7 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INDIGO, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, PARTNERS, LICENSORS, THIRD-PARTY SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE, TO YOU OR OTHERS, DIRECTLY OR INDIRECTLY, UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR (I) ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF INDIGO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND EVEN IF DUE TO INDIGO’S ERROR, OMISSION, OR NEGLIGENCE; (II) ANY DELAY, INACCURACIES, ERRORS, OMISSIONS OR INTERRUPTION OF ANY KIND IN RELATION TO THE FORUM OR FOR ANY RESULTING LOSS OR DAMAGE; (III) ANY LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF THE FORUM; OR (IV) ANY LOSS OR DAMAGE ARISING FROM YOUR ACCESS TO OR USE OF THE FORUM OR YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT.

5.8 IN NO EVENT SHALL THE AGGREGATED LIABILITY OF INDIGO, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, THIRD-PARTY SUPPLIERS OR CONTENT PROVIDERS FOR ALL CLAIMS ARISING FROM OR RELATED TO THE AGREEMENT EXCEED THE AMOUNT OF ACTUAL DAMAGES WITH THE TOTAL LIABILITY CAPPED BY THE AMOUNTS PAID, IF ANY, UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE RELEVANT CLAIM ARISES, EVEN IF INDIGO OR ITS AFFILIATES HAVE BEEN TOLD OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

5.9 Unless otherwise prohibited by applicable law, you agree that regardless of any statute or law to the contrary, you must file any claim or cause of action arising out of this Agreement or related to use of the Forum within one (1) year after such claim or cause of action arose or be forever barred. With respect to an unauthorized use or user there are no time limitations with respect to any action brought by Indigo other than the applicable statute of limitations.

6 General

6.1 Indigo may update the terms of this Agreement from time to time, by (i) posting the revised terms on the Forum, (ii) sending you an email notification to the email address you provided to Indigo as part of your account registration, or (iii) presenting the revised Agreement to you when you log into the Forum. The latest version of these terms of this Agreement will be accessible here https://www.indigoag.com/forms/fieldstou with the date of the last update. Updates will be effective the earlier of (a) when you accept them online, (b) ten (10) days after Indigo posts or emails the update regardless whether you have reviewed the updates. If you do not agree to the revised terms, stop using the Forum. Your continued use of the Forum more than ten (10) days after Indigo posts or emails the update will indicate that you agree to be bound by the revised Agreement. Other than as provided here, this Agreement may not be altered, amended or modified in any way except in writing signed by both Parties.

6.2 You may stop using the Forum at any time, however, limitations of liability, disclaimer of warranties, indemnification obligations, provisions for governing law and venue, your representations and obligations regarding data and intellectual property ownership, and any provision which must survive to serve its reasonable purpose, will survive termination. Indigo may discontinue the Forum or terminate this Agreement at any time, without or without cause, and without liability to you.

6.3 Notice to you may be made via email, fax, certified or registered mail, return receipt requested, to your most current address on record, or as otherwise provided in this Agreement. At all times, you are responsible for providing Indigo with a valid e-mail address to which notices may be sent. Any notice sent to the e-mail address on file with Indigo will be deemed to be notice properly given to you. You may give notice to Indigo by email at legal@indigoag.com, or certified or registered mail, return receipt requested, to 500 Rutherford Ave., Suite 201, Charlestown, MA 02129, to the attention of the General Counsel.

6.4 This Agreement will be governed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflicts of law provisions thereof. Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be submitted to a court of applicable jurisdiction in the Commonwealth of Massachusetts, and each party hereby consents to the jurisdiction and venue of such court.

6.5 You may not assign or delegate or encumber any right or obligation under this Agreement. Indigo may assign our rights, or transfer our obligations, to our affiliates or in connection with the sale or transfer of the majority of our stock or all or substantially all of our assets to which this Agreement relates, whether as part of a merger, acquisition, asset sale, or other transaction. Any transfer or assignment in contravention of this Agreement shall be null and void.

6.6 Neither party shall be liable or deemed in default for failure or delay in performance of any duty or obligation that such party may have under this Agreement where such failure has been occasioned by any act beyond the control of the party.

6.7 Nothing in this Agreement will be construed as an obligation of either party to enter into any further agreement with the other party. Neither party is to be considered the agent of the other party for any purpose, and neither party has the right or authority to enter into any contracts or assume any obligations for the other or to give any warranty to or make any representation on the other’s behalf.

6.8 Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement.

6.9 If any term or condition hereof is found to be invalid or unenforceable by any competent court, such term or condition will be ineffective only to the extent that it is in contravention of applicable law, without invalidating the remaining terms and conditions.

6.10 This Agreement contains the complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, express or implied, with respect to such subject matter.

6.11 The section headings in this Agreement are for convenience only and shall not affect the interpretation of the Agreement.