Effective Date: May 12, 2025

This Service Agreement ("Agreement") is entered into by and between Leaftech Ag ("Leaftech," "We," "Us," or "Our"), a company organized under the laws of Delaware, USA, with its principal place of business at 9683 East 500 North, Wilkinson, Indiana 46186, and the customer identified in the applicable Order Form ("Customer," "You," or "Your"). This Agreement governs Your access to and use of Leaftech Ag’s services, including software, firmware, IoT devices, and related support services (collectively, the "Services").

By executing an Order Form, accessing, or using the Services, You agree to be bound by this Agreement. If You do not agree to these terms, do not use the Services.

1. Definitions

1.1 "Order Form" means the document, whether electronic or written, specifying the Services ordered by You, including pricing, subscription term, and any additional terms.

1.2 "Services" means the software, firmware, IoT devices, cloud-based platforms, data analytics, and support services provided by Leaftech Ag, as described in the Order Form or accompanying documentation.

1.3 "Software" means Leaftech Ag’s proprietary software or firmware, including mobile or web applications, and hardware, provided as part of the Services.

1.4 "Hardware" means any physical devices (e.g., sensors, IoT devices) provided by Leaftech Ag as part of the Services.

1.5 "User Data" means data, content, or information input by You or generated through Your use of the Services, such as farm data, sensor readings, or analytics outputs.

2. Services and License

2.1 Provision of Services. Leaftech Ag will provide the Services as specified in the Order Form, subject to the terms of this Agreement. Services may include access to Software, use of Hardware, cloud-based analytics, or technical support.

2.2 Software License. Subject to Your compliance with this Agreement, Leaftech Ag grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software during the Term solely for Your internal agricultural operations, as specified in the Order Form. The Software is subject to the terms of the End User License Agreement (EULA) provided with the Software.

2.3 Hardware Use. If the Services include Hardware, Leaftech Ag grants You the right to use the Hardware during the Term, subject to any applicable terms in the Order Form or documentation. Hardware remains the property of Leaftech Ag unless otherwise specified.

2.4 Restrictions. You shall not:

• Copy, modify, reverse engineer, decompile, or disassemble the Software or Hardware, except as permitted by applicable law.
• Share, resell, lease, or distribute the Services to third parties without Leaftech Ag’s prior written consent.
• Use the Services for unlawful purposes or in violation of this Agreement.
• Exceed the scope of use specified in the Order Form (e.g., number of users, devices, or acres).

2.5 Updates and Modifications. Leaftech Ag may, at its discretion, provide updates, patches, or modifications to the Services. We reserve the right to modify or discontinue any feature of the Services, provided such changes do not materially reduce functionality during the Term.

3. Customer Obligations

3.1 Account Management. You are responsible for maintaining the confidentiality of Your account credentials and for all activities under Your account. You agree to notify Leaftech Ag immediately of any unauthorized access or use.

3.2 User Data. You represent and warrant that You have the right to provide User Data to Leaftech Ag and that such data complies with applicable laws. You grant Leaftech Ag a non-exclusive, worldwide, royalty-free license to use, process, and store User Data to provide and improve the Services, as described in Our Privacy Policy.

3.3 Compliance. You agree to use the Services in compliance with all applicable laws, including data protection, export control, and agricultural regulations. You are responsible for obtaining any necessary permits or consents for Your use of the Services.

3.4 Hardware Maintenance. If Hardware is provided, You agree to use it in accordance with Leaftech Ag’s instructions and to maintain it in good condition, reasonable wear and tear excepted. You shall not modify or repair Hardware without Leaftech Ag’s consent.

4. Fees and Payment

4.1 Fees. You agree to pay the fees specified in the Order Form, including subscription fees, one-time charges, or fees for additional services. All fees are non-refundable unless otherwise stated.

4.2 Payment Terms. Fees are due in advance, as specified in the Order Form (e.g., monthly, annually). Payments shall be made in USD via the payment method specified by Leaftech Ag. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Taxes. Fees exclude applicable taxes, duties, or levies, which are Your responsibility, except for taxes based on Leaftech Ag’s income.

4.4 Fee Changes. Leaftech Ag may adjust fees upon renewal of the Term, provided We notify You at least 30 days in advance. If You do not agree to the new fees, You may terminate this Agreement at the end of the current Term.

5. Term and Termination

5.1 Term. This Agreement begins on the effective date of the Order Form and continues for the term specified therein (the "Initial Term"), unless terminated earlier.

5.2 Termination for Convenience. Either party may terminate this Agreement at the end of the Initial Term or any Renewal Term by providing 30 days’ written notice.

5.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party:

• Breaches a material term of this Agreement and fails to cure such breach within 30 days of receiving notice.
• Becomes insolvent, files for bankruptcy, or ceases business operations.

5.4 Effect of Termination. Upon termination:

• You shall cease all use of the Services and return any Leaftech Ag property, including Hardware or confidential information, as directed.
• Leaftech Ag will cease providing the Services and may delete Your User Data, subject to Our Privacy Policy.
• Any outstanding fees remain due and payable.
• Sections 6 (Ownership), 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13 (General Provisions) shall survive termination.

5.5 Data Retrieval. Upon request within 90 days of termination, Leaftech Ag will provide You with a copy of Your User Data in a standard format, subject to any applicable fees.

6. Ownership and Intellectual Property

6.1 Leaftech Ag Property. Leaftech Ag and its licensors retain all rights, titles, title, and interest in the Services, Software, Hardware, and any related intellectual property, including patents, trademarks, copyrights, and trade secrets.

6.2 User Data Ownership. You retain ownership of Your User Data. Leaftech Ag does not claim ownership of User Data but may use it as permitted in this Agreement or Our Privacy Policy.

6.3 Feedback. If You provide feedback, suggestions, or improvements regarding the Services, You grant Leaftech Ag a non-exclusive, worldwide, perpetual, royalty-free license to use and incorporate such feedback without compensation.

7. Support and Service Levels

7.1 Support. Leaftech Ag will provide technical support or applicable service level agreement (SLA). Support may include email, phone, web-based help desk or online assistance during business hours.

7.2 Service Availability. Leaftech Ag will use commercially reasonable efforts to maintain the availability of cloud-based Services, subject to scheduled maintenance or unforeseen downtime.

7.3 Hardware Maintenance. If Hardware is provided, Leaftech Ag will repair or replace defective Hardware during the Term, subject to the terms in the Order Form. You are responsible for shipping costs unless otherwise agreed. If hardware is determined to be unrepairable due to use neglect, accidental damage or beyond normal wear and tear, at the sole discretion of Leaftech Ag, customer will be invoiced for replacement at the currently published price list.  If hardware is not returned to Leaftech Ag according to the terms in the Order Form, Leaftech Ag, at its sole discretion will invoice the customer according to the currently published pricelist terms and conditions.

8. Confidentiality

8.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential, including pricing, technical specifications, or business plans. Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party.

8.2 Obligations. Each party agrees to protect the other’s Confidential Information with at least the same degree of care as it uses for its own confidential information (but no less than reasonable care) and to use it only for purposes of this Agreement. Confidential Information may be disclosed to employees, contractors, or advisors with a need to know, provided they are bound by equivalent confidentiality obligations.

8.3 Exceptions. A party may disclose Confidential Information if required by law, provided it notifies the other party (if permitted) and seeks to limit the disclosure.

9. Warranties and Disclaimers

9.1 Leaftech Ag Warranties. Leaftech Ag warrants that:

• The Services will materially conform to the specifications in the Order Form or documentation during the Term.
• Hardware, if provided, will be free from material defects in materials and workmanship for the duration of time described in the Order Form from delivery.

9.2 Remedy. Your sole remedy for breach of the above warranties is, at Leaftech Ag’s discretion, repair, replacement, or refund of the affected Services or Hardware. You must notify Leaftech Ag of any issues within 30 days of discovery.

9.3 Customer Warranties. You warrant that You have the authority to enter this Agreement and that Your use of the Services complies with applicable laws.

9.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LEAFTECH AG DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL PRODUCE SPECIFIC AGRICULTURAL OUTCOMES (E.G., CROP YIELDS).

10. Limitation of Liability

10.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO LEAFTECH AG IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY.

11. Indemnification

11.1 By Leaftech Ag. Leaftech Ag will defend You against any third-party claim that the Services infringe a valid patent, copyright, or trademark, and will pay any resulting damages or costs, provided You notify Leaftech Ag promptly and cooperate in the defense. Leaftech Ag may, at its option, modify the Services, obtain a license, or terminate the Agreement with a refund of prepaid fees. This obligation does not apply to claims arising from Your modifications, misuse, or combination of the Services with third-party products.

11.2 By Customer. You will defend Leaftech Ag against any third-party claim arising from Your use of the Services in violation of this Agreement or applicable law, and will pay any resulting damages or costs.

12. Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, war, or government actions (a "Force Majeure Event"). The affected party shall notify the other promptly and resume performance as soon as practicable.

13. General Provisions

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Indiana, USA, without regard to its conflict of law principles. Any disputes shall be resolved exclusively in the courts located in Indianapolis, Indiana.

13.2 Entire Agreement. This Agreement, together with the Order Form, EULA, and Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings. In case of conflict, the Order Form prevails over this Agreement.

13.3 Amendments. Leaftech Ag may amend this Agreement by providing 30 days’ notice. Continued use of the Services after such changes constitutes Your acceptance. Other amendments require mutual written consent.

13.4 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.5 Assignment. You may not assign this Agreement without Leaftech Ag’s prior written consent, except in connection with a merger or sale of all your assets. Leaftech Ag may assign this Agreement without restriction.

13.6 Notices. Notices shall be sent to the contact information in the Order Form, via email or certified mail, and are deemed received when delivered.

13.7 No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other right.

13.8 Contact Information. For questions about this Agreement, contact:

Leaftech Ag
9683 East 500 North

Wilkinson, IN 46186
Email: [email protected]
Website: www.leaftechag.com