IMPORTANT-READ CAREFULLY

SURETY SOFTWARE AS A SERVICE AGREEMENT

If you do not agree to the terms of this Software as a Service Agreement (SaaS or Agreement), you may not use the Service. By using the Service, you agree to be bound by the terms of this SaaS. If you do not agree to any of the terms of this SaaS, do not order or use the Service. This Agreement may contain other proprietary notices and copyright information, the terms of which must also be observed and followed.

This Agreement applies to any and all products, services, or work supplied by or obtained through AgriData, Inc., Geoland Management, LLC, or AgriCrop Peril Solutions, LLC, collectively AgriData, or any affiliate’s site from which the AgriData site was accessed. This SaaS is a legal agreement between you, as the individual or single entity that has ordered or accessed through a third (3^rd) party site software as a service from AgriData, and AgriData for use of the Services identified below.

The parties are independent contractors. No provision of this Agreement creates an association, trust, partnership or joint venture or imposes fiduciary duties, obligations or liability between you and AgriData. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement. This Agreement does not and is not intended to confer any rights or remedies, express or implied, upon any person other than the parties hereto.

1. DEFINITIONS

“Account Administrator” is the individual responsible for renewing the customer account and typically is the individual who originally created a customer account.

“Customer” is the individual or business entity benefiting from the receipt of Services in accordance with this AgriData Service Agreement.

“AgriData programs” refers to the software products owned or distributed by AgriData to which AgriData grants you access as part of the Service, including program documentation and any program updates provided as part of the Service.

“Intellectual property” means all patents, applications for patents, copyrights, moral rights, author’s rights, rights of publicity, trade secrets, know-how, contract rights, licensing rights, corporate names, trade names, trademarks, service marks and/or any other intellectual or proprietary rights or proprietary designations.

“Program documentation” refers to the program user manual as well as any other materials provided by AgriData as part of the Service.

“Service” includes the use of computer software and may include associated media, printed materials, and online or electronic documentation. Software as a service consists of system administration, system management and system monitoring activities that AgriData performs for AgriData programs, and includes the right to use the AgriData programs, support Services for such AgriData programs, as well as any other services provided by AgriData (collectively, the Services).

“Web Services” means the Customer’s election to enable the Restful Application Programming Interfaces (APIs), the standard applications programing interface information is generally provided by AgriData to licensees of AgriData Content that specifies the requirements for interfacing with (e.g. involving or directing) AgriData content.

2. Licenses AND RESTRICTIONS

2.1 Licenses. For the duration of the Services term, as specified when activating the trial, purchasing the service, or accessing from a third (3^rd) party site, you have the nonexclusive right to use the Services solely for your individual or business purpose, subject to the terms of this Agreement. Only you are authorized to use this Service and you may not subsequently sell, give, assign, transfer or permit unauthorized use in any manner of this Service unless written permission has been received from AgriData. If you allow your employees to use the Services, you are responsible for their compliance with this Agreement. Any unauthorized use of the Service will subject this Agreement to termination.

2.1.1 You acknowledge that you will not receive copies of the AgriData programs as part of the Service. This Agreement does not grant you any license to use AgriData programs in excess of the scope and/or duration of the Service. Your right to access and use the AgriData programs will terminate at the termination of this Agreement or the Service.

2.1.2 You may only use the Service by authenticating through a login page and interacting with the user interface or through an approved third (3^rd) party site, or if you enabled web services for access to the restful apis only. You may not reverse engineer, decompile or disassemble any AgriData programs, except and only to the extent that applicable law expressly permits, despite this limitation. You may not copy, store, archive or create a database of the AgriData programs content or data, except for use within your business application or provided to client and business partners in conjunction with your services.

2.1.3 AgriData retains all right, title and interest in and to the Services and all AgriData Programs, including patent rights, copyrights, trade secrets, trademarks and trade dress rights. You have no rights in any AgriData programs or program documentation other than the rights expressly granted in this Agreement. AgriData retains all ownership and intellectual property rights to anything developed and delivered under this Agreement. You retain all ownership and intellectual property rights in and to your data.

2.1.4 All reproductions of the material produced with this Service must prominently display the Surety® logo and Trademark contained herein. The display size for the logo must be a width of 169 pixels and height of 50 pixels at 96pdpi or at an equivalent aspect ratio. Parties agree they will each use best efforts to prominently display the Surety® logo and Trademark on all reproductions of materials produced through Web Services, including but not limited to map images.

2.2 Restrictions. You are prohibited from (1) attempting to use or gain unauthorized access to AgriData or to any third-party's networks or equipment; (2) permitting other individuals or entities to use the Service or AgriData programs without written permission; (3) attempting to probe, scan, or test the vulnerability of the Service or a system, account, or network of AgriData or any of its customers or suppliers; (4) interfering or attempting to interfere with service to any user, host, or network; (5) engaging in fraudulent activity of any nature related to or using the services; (6) transmitting unsolicited bulk or commercial messages using the services; (7) restricting, inhibiting, or otherwise interfering with the ability of any other person, regardless of intent, purpose, or knowledge, to use or enjoy the services (except for tools with safety and security functions); or (8) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any AgriData facilities used to deliver the services.

2.2.1 AgriData may suspend, terminate, withdraw, or discontinue all or part of the Services or your access or one or more users' access to the Services upon receipt of a subpoena or law-enforcement request, or when AgriData believes, in its sole discretion, that you have breached any term of this Agreement or are involved in any fraudulent, misleading, or illegal activities.

3. REPRESENTATIONS AND WARRANTIES DISCLAIMER.

3.1 THIS SERVICE AND ALL INFORMATION ON THIS SITE ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

3.2 AgriData does not guarantee that the Services will be performed error-free or uninterrupted or that AgriData will correct all service errors. It may be necessary for AgriData to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the software installed on its and your computer system(s), which may temporarily degrade the quality of the Service or result in a partial or complete outage of the Service. AgriData provides no assurance that you will receive advance notification of such activities. Unless otherwise agreed to in writing between you and AgriData, any degradation or interruption in the Services shall not give rise to a refund or credit of any fees paid by you.

3.3 You acknowledge that AgriData does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. AgriData is not responsible for any delays, delivery failures or other damage resulting from such problems.

3.4 Except as specifically set forth in this agreement, AgriData assumes no responsibility for inaccuracies, errors or omissions in the Service or information contained on this site regardless of how caused. The content or any other services, information or data made available by AgriData are provided “AS IS” without warranties of any kind. AgriData expressly disclaims all representations or warranties, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose. Except as specifically set forth in this agreement, AgriData shall have no liability for accuracy, completeness, timeliness and reliability of text, graphics, links, and other items accessed from or via the website or regarding the use of or the results of the use of the Service or materials on this site or on third (3^rd) party sites. Except as specifically set forth in this agreement, there are no other warranties, whether written or oral, express or implied, with respect to the subject matter of this agreement and no advice or information provided by AgriData or any other party on this site whether shall create any warranty or liability.

3.5 You agree that AgriData shall not be liable to you or any third (3^rd) party for any modification of AgriData Programs or services. AgriData may modify the AgriData programs, services or Service Agreement Terms, at any time, with or without prior notice to you. However, Service Agreement Terms concerning data-sharing and disclosure of customer data and information will not be made without approval of the Account Administrator. AgriData makes a current version of its Service Agreement Terms available on its website and within the AgriData application and it is the end users responsibility to verify any changes or modifications to the Service Agreement Terms. The Account Administrator is responsible for ensuring all users under their customer account have read and understood the AgriData Service Agreement. Additionally, continued use of AgriData programs or services will constitute acknowledgment and consent to any amendments made within the Service Agreement Terms.

3.6 Under no circumstances shall AgriData or any of its affiliates, respective partners, officers, directors, employees, subsidiaries, agents or parents be held liable for any damages, whether direct, indirect, incidental, special, consequential or punitive damages, and including without limitation lost revenues or lost profits, business interruption, loss of programs or the data on your information handling system or otherwise arising from or in connection with the use, reliance upon, or performance of the Service, information on this site, or linked or hyperlinked data or sites, even if AgriData is expressly advised of the possibility of such damages.

3.7 Force Majeure. If the performance of the obligations of AgriData or the Customer hereunder (with the exception of the obligation to pay Service Fees and other obligations to pay money) are prevented or delayed by strike, lockout, war, inclement weather, unavailability of materials or other causes beyond the reasonable control, substitution or cure of such party hereto ("Event of Force Majeure"), the time for performance of such obligation shall be extended and no event of default shall exist by reason thereof, until such time as the event or circumstance preventing or delaying performance is removed or reasonably can be avoided, and for a reasonable time thereafter, so long as the party affected diligently pursues performance as soon as reasonably possible.

4. INDEMNIFICATION

4.1 AgriData will defend and indemnify you from and against any claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim or action that the Service (excluding third-party products and open source software) infringes or misappropriates that third-party’s intellectual property rights enforceable in the United States or Canada provided that (i) AgriData receives notice of the claim or potential claim not later than 30 days after you receive notice; (ii) you give AgriData sole control of the defense and any settlement negotiations; and (iii) you give AgriData the information, authority and assistance needed to defend against or settle the claim. If AgriData believes or it is determined that the claim is likely to result in an adverse ruling, AgriData will, at our option, (i) modify the material or Services to be non-infringing (while substantially preserving its utility or functionality; (ii) obtain a license to allow for continued use; (iii) replace the Services with a non-infringing equivalent; or (iv) terminate the Agreement and refund any unused prepaid fees for the allegedly infringing Service on a pro rata basis. Notwithstanding the foregoing, AgriData will not indemnify you for any claim resulting or arising from (i) your modifications or alterations of the material or AgriData programs or documentation or use of custom forms; (ii) any information, design, specification, instruction, software, data or material not furnished by AgriData; (iii) your actions against a third-party if the Services as delivered to you and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights; (iv) the combination, operation or use of the Service, AgriData programs or documentation in connection with a third-party product, third-party portal or other external source that is accessible to you within or from the service, the combination of which causes the claimed infringement; (v) your use of a version of the Service, AgriData programs or documentation that has been superseded; or (vi) AgriData’s compliance with your written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you. This section states your exclusive remedies for any third-party intellectual property claim or action and nothing in this Agreement or elsewhere will obligate AgriData to provide any greater indemnity to you.

4.2 You will defend and indemnify AgriData from and against any claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim or action relating to (i) your failure to obtain or maintain any appropriate license, intellectual property rights or other permissions, regulatory certifications or approvals associated with the technology or data provided by you or associated with any software, third-party products or other components directed or requested by you to be installed or integrated as part of the Service; (ii) your breach of this Agreement or violation of any applicable law, regulation or order; (iii) any inaccurate representation regarding the existence of an expert license or any allegation made against AgriData due to your violation or alleged violation of any applicable control laws; (iv) your providing any unauthorized confidential or proprietary data to AgriData; (v) tax liabilities that are your responsibility; (vi) your use of the Service; and (vii) your provision of your own services, software or technology.

4.3 Each party will defend and indemnify the other party against any third-party claim or action for personal bodily injury, including death, to the extent directly caused by the indemnifying party’s negligence, gross negligence, or willful misconduct in the course of performing its obligations under this Agreement.

4.4 An indemnifying party shall not consent to the entry of any judgment or enter into any settlement with respect to any third-party claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld.

5. DATA MANAGEMENT, DATA SECURITY AND PRIVACY

5.1 DATA MANAGEMENT AND SECURITY. You are solely responsible for the content of your information and data. You are solely responsible for obtaining any and all necessary authorizations or releases from any other owners of the information or data you may upload to this site. You will secure rights in your information or data necessary for us to provide you the Services without violating the rights of any third party, or otherwise obligating AgriData to you or to any third party. AgriData does not and will not accept any obligations set forth in any separate license or other agreement that may apply to information or data or your use of the Service. You are solely responsible for the security of all information or data you may upload to this site and for any subsequent use, misuse further disclosure or dissemination of the data you may upload to the site. You upload information and data at your sole risk. You agrees to indemnify, defend and hold harmless AgriData, its shareholders, directors, officers, employees, affiliated companies and agents, harmless from any claim demand, action or lawsuit and all resulting costs, liabilities, damages and expenses, including reasonable attorneys’ fees, related to, arising from, or in connection with uploading information or data.

5.1.1 Each party acknowledges that confidential data may be uploaded to the site during the course of this agreement. AgriData agrees to use its best efforts to prevent disclosure and access of your data during the course of this agreement, other than to its employees, affiliates, subsidiaries or other agents who must have access to your data for the the performance of its obligations or to exercise its rights hereunder. Except as specifically set forth in this agreement, AgriData is not responsible for maintaining the privacy of any data you may upload to this site or for any data that is lost through your use of the Service or this site, whether or not such loss is attributable to any act or omission, other than a willful act or an act of gross negligence, of AgriData or its employees, officers, agents or representatives. You are also responsible for taking reasonable steps, substantially equivalent to the steps you take to protect your own proprietary information, in maintaining the confidentiality of any non-public authentication credentials associated with your use of the Service. You must promptly notify AgriData in writing about any possible misuse of your accounts or authentication credentials, or any security incident related to the Service.

5.1.2 Except as specifically set forth in this agreement, you assume all risk of loss of data, damage to data, inaccuracy of data, changes to links, destruction of links, damage to or loss of third-party information and/or data caused by your use of the Service and/or modifications, amendments or alterations you make to the data, linked documents, or products produced by the Service.

5.2 THIRD-PARTY WEBSITES. AgriData makes no representations whatsoever about any other site that you may access through this one. When you access a third-party website, you understand that the website is independent from AgriData and that AgriData has no control over the content on that site. In addition, a link to a third-party website does not mean that AgriData endorses or accepts any responsibility for the content or the use of such site. You are responsible for taking precautions to protect against viruses, worms, Trojan horses and other items of a destructive nature. AgriData does not accept any responsibility for the accuracy and integrity of the information given under the links or other websites accessible from AgriData’s site and therefore rejects liability. All other product and company names mentioned on this website are the properties of their respective owners or manufacturers.

5.3 PRIVACY . To protect your privacy, AgriData is committed to protecting the security of your personal information, including name, address, telephone number and financial information. AgriData will undertake reasonable precautions to protect your data from loss, misuse, unauthorized access or disclosure, alteration or destruction. AgriData will not share your personal information with third parties, including but not limited to subsidiary or sister companies, without your permission.

5.3.1 We will use your data and information, only to provide you the Service. This use may include troubleshooting to prevent, find and fix problems with the operation of the Service. It may also include improving features for finding and protecting against threats to users. We will not use your data or information or derive information from it for any advertising or other commercial purposes without your consent.

5.3.2 This policy does not apply to third-party websites through which a link to AgriData or any of subsidiary company or sister company is provided. This privacy statement explains data collection and use in situations where AgriData requires information to provide services or pages that you request.

6. MISCELLANEOUS

6.1 By agreeing to the terms and the performance of this Agreement you also authorize AgriData to provide you with email correspondence related to the performance of this Agreement, its Surety Mapping System and other information related to products and services that may be of interest.

6.2 This Agreement constitutes the entire agreement between you and AgriData on the subject matter and merges and supersedes all other or prior understandings, agreements and arrangements.

6.3 This Agreement and the performance of this Agreement shall be governed by the laws of the State of North Dakota without regard to its choice of law provisions. Both you and AgriData consent to personal jurisdiction in the State of North Dakota. Any civil action arising out of or related to this Agreement or the performance of this Agreement must be venued in the District court for Grand Forks County, North Dakota.

I agree to the terms and conditions of this Software as a Service Agreement.