General business conditions

These general business conditions apply to Client who has access to the information systems (“Products”), related implementation, consulting, education, Cloud and other services (“Services”), made available by Farmer Connect SA (“FCSA”). Details regarding Products and Services are provided in contracts, schedules, orders, and quotes (“Orders”). These general business conditions and applicable Orders are the complete agreement (“Agreement”) regarding transactions under this Agreement.

Products

The Products are information systems provided by FCSA, including “ConnectHub”, “FarmerID”, “ThankMyFarmer”, templates, and other tools accessible via Cloud or web portals. Some Products embedded are not owned by FCSA, such as IBM’s Blockchain Transparent Supply Platform, and other third-party services such as Google Analytics. The title to a Product is never transferred to Client, it remains the ownership of Product owner. Certain specific terms and conditions (Google analytics is an example) which prevail over these general business conditions. Client declares accepting such terms and conditions.

Services

Services are mostly provided remotely. When required for the purpose of the Services, Client shall provide access to its facilities and IT equipment to FCSA personnel. With regards to the Services, each party shall ensure timely and adequate collaboration with the other party.

Cloud Services

The Services are provided on a Cloud. Such is hosted by a third party and managed by FCSA and are designed to be available 24/7, subject to maintenance. Client shall be notified of scheduled maintenance. Cloud Services are designed to protect the proprietary content that Client inputs. FCSA’s access to Client’s proprietary content is limited to FCSA employees and contractors as needed to deliver the Services and FCSA shall not disclose Client’s content. Client shall comply with instructions that FCSA may reasonably request.

The Cloud includes a set of security items, and FCSA shall provide Client notice of any unauthorized third-party access to Client’s content of whichFCSA becomes aware and shall use reasonable efforts to remediate identified security vulnerabilities. A recovery of Client’s administrator lost accounts is possible, against charges and heavy administrative load. FCSA may modify the computing environment used to provide the Services, without degrading its functionality or security features.

Access and Use

Client’s type of access rights is specified in the Order. Proper use and access are Client’s responsibility for anyone accessing the Cloud includingcontent with Client’s account credentials. User access is performed through public URLs, APIs, tokenized links, FCSA login pages and Single Sign-On logins. Providing access is prohibited: i) to users that are not legally bound by the terms of these general business conditions; ii) by users or organizations that are under economic or criminal sanctions; iii) to users in Belarus, Cuba, Iran, North Korea, Russia, Syria, or the Crimea, Donetsk, Luhansk, Kherson, or Zaporizhia (Zaporizhzhia) regions of Ukraine (collectively, "Prohibited Destinations"). or iv) outside of user interfaces and APIs provided by FCSA.

Content stored by its users must be vetted by the Client to ensure data materially matches the reality on the ground. It is Client’s responsibility toensure that its content data shall be accurate, consistent, true, and correct. FCSA bears no corresponding liability, but can, upon request, cooperate with Client to correct a good faith mistake. A sandbox server is provided for testing or fictitious content.

Products and Services may not be used for unlawful, obscene, offensive, bribery or fraudulent content or activity, in any jurisdiction for any user, such as advocating or causing harm, interfering with, or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, violating third party rights, or damaging FCSA brand.

FCSA cannot force anyone to share access to information, and recommends Client to have corresponding commercial terms governing theinformation they are entitled to receive from its third parties. Client will undertake reasonable organizational and technical measures in order to protect the access and use of content data, reports, and functionalities of the Products against unintentional disclosure, access, theft, or abusive use by any non- authorized user. Client shall indemnify and hold FCSA harmless from claims made by and towards FCSA which arise from any use of Products that do not respect this Agreement.

Personal Data

Some of the Products are based on blockchain technology, in which original data cannot be removed. Therefore, it is strictly prohibited to store any personal data on the blockchain-derived Products.

FCSA’s applicable privacy policy, which covers the Products, can be found on https://www.farmerconnect.com/privacy.

Personal data will be processed primarily through FarmerID. It is the farmers that authorize access to their personal data via queries to FarmerID and no farmer’s personal data can be accessed without the farmer’s consent. The personal data that farmers give access to will then flow into the Products or be retrievable through reports.

Charges, Taxes and Payment

Client shall pay all applicable charges including charges for use in excess of authorizations, any customs, tax, or fee imposed by any authority under this Agreement, and in case of late payment a reminder fee of 40 $, increased by an annual late payment fee of 7%, prorated from theinvoice date until the effective received payment date. Client shall also pay for FCSAs’ reasonably pre-announced incurred expenses when related to providing the Services on Client premises (e.g., travel costs, work or travel time outside normal business hours, parking, etc.). Amounts for implementation or other one-time charges shall be due as they occur, and recurring charges will be due in advance. Order amounts are mentioned excluding VAT. Prepaid Services must be used within the applicable period. FCSA does not give credits or refunds for any prepaidservices, or other charges already due or paid. All amounts are due upon receipt of the invoice and payable within 30 days of the invoice date.

The ConnectHub uses blockchain to record and cryptographically prove the existence of contracts, currency transfers and other exchanges, but explicitly prohibits any trading of tokenized value or exchange of value.

ThankMyFarmer is a communication and crowdfunding tool. Money sent through it, minus third party transfer and currency exchange fees andspread, is the money received. Client, or its third parties may choose to cover or not the cost of those fees. FCSA is not a financial institution and collects no interest of fees from it. Payments made through ThankMyFarmer are collected by Stripe, a merchant services provider, and forwarded to the Client designated project implementer or farmer. In order to remain cost efficient, small payments must be aggregated, up to (but no more than) 60 days, prior to forwarding.

FCSA reserves its rights to adjust recurring charges. Any such adjustment will not apply retroactively and shall only apply after the initial period.

Client shall reasonably cooperate upon request with FCSA in case of FCSA or its suppliers’ auditor needs to verify Client’s and its user’s compliance with the Agreement, program licenses usage and metrics, and promptly order and pay for required entitlements at then current rates (including uses in excess of Client’s authorizations or entitlements), and for other charges and liabilities determined as a result of suchverification. Verification can occur until 2 years following termination.

Intellectual Property

Client or its third parties shall remain the exclusive owner of the copyright in works of authorship to any content data. All other rights, including copyright in works of authorship, patents, trademarks, trade names, service marks and other industrial or intellectual property rights, shall remain the exclusive owner of FCSA or its third parties.

FCSA has no right to use Client’s content, except if required by the Services. Modification and transferring rights by Client are excluded, otherClient’s rights and limitations are stated in the section above ‘Access and Use’. Client will act accordingly, including enforcing user adherence and securing that no rights or sub-licensing shall be granted for the ConnectHub to personnel outside Client’s organization or its affiliates controlled byClient by less the majority of the voting shares. Other than that, Client may grant registration access to as many users as client deems necessary.Client is responsible for unauthorized user’s access unless a request to revoke access has been announced in due time to FCSA.

Client authorizes FCSA to use its name and brand for the purpose of marketing, listing Client as a client of FCSA’s website, marketing ThankMyFarmer Products to stakeholders through mailing, content, and targeted ads. FCSA will not make any statement on behalf of Client, without prior written consent and shall adhere to Client’s instructions and limitations provided.

Warranties

Client warrants that it will not: i) transfer access and use rights to the Products to any third-party without the prior written consent of FCSA; ii) storeor use the data it does not own, for which it does not have permission to use, or is not related to its own products or processes.

In addition to prohibiting access to persons in "Prohibited Destinations" as defined above, Client warrants that they are not: (I) majority-ownedsubsidiaries of any entity located or headquartered in any Prohibited Destination; or (ii) entities majority-owned by citizens of the Prohibited Destinations, or majority-owned by entities headquartered in any Prohibited Destination.

FCSA warrants that it provides Services using reasonable care and skill in accordance with the applicable Order.

FCSA does not provide any further warranties whatsoever. However, third parties (for non FCSA Products or for links to external websites) may provide their own warranties.

FCSA does not warrant uninterrupted or error-free operation of a Service or that FCSA will correct all defects or prevent third party disruptions orunauthorized third-party access to a Service. These are the sole warranties that FCSA provides and replace all other warranties, including implied warranties or conditions of satisfactory quality, noninfringement, merchantability, and fitness for a particular purpose. FCSA warranties will not apply if there has been misuse, modification, damage not caused by FCSA, failure to comply with instructions provided by FCSA or otherwise states in the Agreement or communication.

Liability

Except for damages that cannot be limited under applicable law, FCSAs’ entire liability for all claims related to the Agreement will not exceed the amount of any actual direct damages incurred by Client up to the last 12 months’ charges for the product or service that is the subject of the claim, regardless of the basis of the claim. FCSA will not be liable for special, incidental, exemplary, indirect, or economic consequentialdamages, or lost profits, business, value, revenue, goodwill, or anticipated savings. This limit applies collectively to FCSA, its contractors, andsuppliers.

FCSA has no responsibility for claims based on non-FCSA Products, items not provided by FCSA, or any violation of law or third-party rights whether or not caused by Client’s content or materials.

Duration and Termination

The initial period shall be of 12 months. The initial period shall be automatically renewed for an undermined period, subject to termination by either party with prior written notice of at least 30 days for the end of a calendar month.

FCSA may suspend, revoke or limit Client’s access or use of Services if FCSA determines there is a material breach of Client’s obligations, including non-payment, security breach, unauthorized access or use to the Products, disclosure of the Products to persons other than those authorized under this Agreement and violation of law. Charges will continue to accrue during any suspension. If the cause of the suspension can reasonably be remedied, FCSA shall provide notice of the actions Client must take to reinstate the Service. If Client fails to take such actions within a reasonable time, FCSA may terminate the Agreement.

In case of a material breach of the Agreement, the non- breaching party shall provide a written notice to the other party to remedy the material breach within 30 days. On failure to remedy within such period, the non-breaching party may terminate the Agreement with immediate effect. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to successors and assignees.

Upon termination effective date, the content data as then available will be frozen, and provided Client paid all outstanding due invoices, such content will still be accessible to their then existing counterparties on the Products for a period of 2 years. After that, FCSA will archive the content data.

Governing Law

Each party is responsible for complying with laws and regulations applicable to its business and content, including with prohibiting corruption and bribery, import, export and economic sanctions; and with transfer of data restriction.

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, 

excluding its rules of conflict of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in the Agreement affectsstatutory rights that cannot be waived or limited by contract.

General

Parties shall disclose confidential information based on a separate, signed confidentiality agreement which is incorporated into, and subject to, this Agreement.

FCSA reserves the right to modify the Agreement it by providing Client at least three months’ written notice. Would Client refuse the modifications, it can terminate the Agreement in accordance with the regular termination terms.

Client confirms that they maintain a robust set of business conduct and related guidelines covering conflicts of interest, market abuse, anti-bribery and corruption, and fraud. 

FCSA and its subcontractors may process and store information about the Client and business contact information of Client personnel in connection with the performance of this Agreement, and Client has obtained the necessary consents.

Both parties are independent companies. Client is responsible for its use of Services and is responsible for obtaining all necessary permissionsto use, provide, store and process Client’s content in Cloud or other Services, and grants FCSA permission to do the same. FCSA does not undertake to perform any of Client’s regulatory obligations or assume any responsibility for Client’s business or operations. FCSA may use personnel and resources in other locations and third-party suppliers to support the delivery of Services.

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other. Assignment of FCSA rights to receive payments or in conjunction with the sale of FCSA’s business is not restricted.

Any notice must be in writing and sent to the address on the Order unless a party designates in writing a different address. The Agreement supersedes any course of discussions and arrangements between the parties. Amendments necessitate a document signed by both parties. If there is a conflict, an Order prevails over the terms of these general business conditions.

No right or cause of action for any third party is created by this Agreement or any transaction under it. Neither party is responsible for failure to fulfil its non-monetary obligations due to causes beyond its control. Each party shall allow the other reasonable opportunity to comply before itclaims the other has not met its obligations. Where approval, acceptance, consent, access, cooperation, or similar action by either party is required, such action shall not be unreasonably delayed or withheld.

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