Adapt license

IMPORTANT NOTICE

1. This Software License governs any use by you or your designee or transferee (a "Licensee") of any "Authorized Software" provided by Precision Planting LLC, a Delaware corporation with its principal place of business at 23207 Townline Road, Tremont, IL 61568 (Email: info@precisionplanting.com) ("Precision").

2. "Authorized Software" means computer software firmware, and any other computer programs designated as 20|20 ADAPT Plugin.

3. By using the Authorized Software, Licensee accepts and agrees to the terms and conditions of this Software License governing the Authorized Software. Without limiting the foregoing, Licensee specifically agrees to the warranty disclaimers, limitations of liability, termination provisions, and arbitration provisions of this Software License.

4. If Licensee does not agree to the terms of this Software License or is not authorized to accept the terms of this Software License on behalf of any entity or the employees of any entity, Licensee must affirmatively decline this Software License and refrain from using the Authorized Software.

5. This Software License incorporates by reference the Precision Software License Standard Terms and Conditions Version 1.0 (January 2019).

6. This Software License represents Licensee's entire agreement with respect to Authorized Software and replaces any prior proposal, representation, or understanding between Licensee and PRECISION.

STANDARD TERMS AND CONDITIONS

The following Standard Terms and Conditions are hereby incorporated into the Software License between Licensee and Precision:

1. Scope of License

During the Term of this Software License, PRECISION grants Licensee a non-exclusive, royalty-free license to use Authorized Software in object code form only. Except as expressly authorized by this Agreement, Licensee may not sublicense Authorized Software to any other entity nor assign its license rights. This Agreement does not grant Licensee any right, title, or interest in Authorized Software anywhere in the world except the license granted herein. This Software License shall continue until termination in accordance with its provisions or for the useful life of Authorized Software, whichever is shorter. Transfer of Authorized Software in violation of Export Control Regulations, or any breach of this license by Licensee shall automatically terminate this license.

2. Licensee Acknowledgements, Covenants, and Obligations

Licensee acknowledges and agrees that the Authorized Software is proprietary to PRECISION (or its affiliates or licensors) and is protected under copyright law, trade secret law, and laws governing confidential information. Licensee shall maintain the confidentiality of the Authorized Software, any nonpublic information, and source code contained in the Authorized Software, regardless of whether the Authorized Software is labeled or marked with any proprietary legend or notice that indicates its confidential nature. Licensee further acknowledges and agrees that all right, title, and interest in and to the Authorized Software, including associated intellectual property rights, are and shall remain with PRECISION or its affiliates or licensors.

3. Restrictions on Use and Alteration

Licensee shall not reproduce, prepare derivative works based on, disclose, publish, distribute, rent, lease, modify, loan, display, or perform the Authorized Software or any part thereof; however, Licensee may include Authorized Software in software developed by Licensee provided that Licensee does not charge users of their software for inclusion of the Authorized Software. Licensee shall not directly or indirectly (by means of a third party acting under Licensee's control) reverse engineer, decompile, translate, adapt, or disassemble the Authorized Software or attempt to create the source code from the object code or the Authorized Software. Licensee shall not remove or obliterate any copyright, trademark, or other proprietary rights notices from the Authorized Software, except as expressly permitted in writing by PRECISION or its licensors or expressly permitted under applicable law, notwithstanding these restrictions. "Security Measures" means any of the following: technological measures under the Digital Millennium Copyright Act, copyright protection measures, application enabling mechanisms, passwords, key codes, encryption or other security devices. Licensee shall not attempt to defeat a Security Measure or defeat a Security Measure that protects the Authorized Software and that would constitute a violation under applicable law related to circumvention of technological measures that protect software, copyrighted works, or other intellectual property rights. In addition, Licensee shall not traffic in, purchase, manufacture, design, import, offer, sell, or distribute any circumvention or hacking device that is designed to circumvent or hack the Authorized Software to the extent unlawful under applicable law.

4. Disclaimer

THE AUTHORIZED SOFTWARE IS LICENSED "AS IS." PRECISION (INCLUDING ITS AFFILIATES AND THIRD-PARTY SUPPLIERS) EXPRESSLY DISCLAIMS -- AND LICENSEE EXPRESSLY WAIVES, RELEASES, AND RENOUNCES -- ALL WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE AUTHORIZED SOFTWARE, INCLUDING ANY LIMITED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE; ANY WARRANTY OF TITLE OR NON-INFRINGEMENT; AND ANY OTHER WARRANTY ARISING UNDER ANY THEORY OF LAW, INCLUDING TORT, NEGLIGENCE, STRICT LIABILTY, CONTRACT, OR OTHER LEGAL OR EQUITABLE THEORY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING STATEMENTS REGARDING SUITABILITY FOR USE, SHALL BE DEEMED TO BE A WARRANTY BY PRECISION OR ANY OF ITS AFFILIATES OR THIRD-PARTY SUPPLIERS. PRECISION DOES NOT WARRANT THAT THE AUTHORIZED SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

5. Severability, Prohibition by Law

The provisions of this Software License are severable. Any provision or part of this Software License that may in any way contravene the laws of any jurisdiction in which the Authorized Software is used shall be deemed excluded from this Software License in the applicable jurisdiction without invalidating the remaining provisions, except that -- in the event of any conflict between federal and state law -- federal law shall be controlling. Any provisions of this Software License found by judicial interpretation or construction to be prohibited by law shall be ineffective to the extent of such prohibition, without invalidating the remaining provisions.

6. Governing Law

This Software License shall be governed by and interpreted according to the laws (exclusive of the conflicts of laws rules) of the State of Illinois applicable to contracts entered into in Illinois, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act), the Copyright Act, and the Patent Act. As of the Effective Date of this Software License, PRECISION has a place of business in the State of Illinois, and Illinois otherwise bears a reasonable relationship to this Software License, the parties' relationship established by this Software License, and the parties to this Software License.

7. Export Control Regulations

"Export Control Regulations" means laws, rules, regulations, and governmental orders of the United States of America and any other countries in which PRECISION has authorized the sale of the Authorized Product and the license of the Authorized Software, as such Export Control Regulations may be amended from time to time during the Term of this Software License, that may restrict or prohibit the export, import, re-export, trade, or transfer of Authorized Products and Authorized Software. By way of example, in the United States, such Export Control Regulations include the following laws and regulations, as amended from time to time: the U.S. Export Administration Regulations (15 CFR Parts 730-774); the Arms Export Control Act (22 U.S.C. § 6701 et seq.); the Export Administration Act of 1979 (50 U.S.C. §§ 2401-2420); the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1706); the International Traffic in Arms Regulations (22 CFR §§ 120-130); Munitions List (22 CFR Part 121); the National Defense Authorization Act; the National Emergencies Act (50 U.S.C. § 1601); the Trading with the Enemy Act (50 U.S.C. app. § 5); and any other similar laws, rules, or regulations enacted or promulgated by competent United States government authorities.

8. Arbitration

Except as otherwise specifically provided herein, all actions, disputes, claims, and controversies arising out of or directly or indirectly relating to this Software License or Authorized Software (collectively the "Disputes") will be subject to and resolved by binding arbitration pursuant to the commercial arbitration rules ("Rules") of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

8.1 Licensee agrees that this Software License evidences transactions involving interstate commerce among the several states, and that the Federal Arbitration Act (9 U.S.C. §§ 1-14) governs the arbitration of any Disputes under this Software License.

8.2 The institution and maintenance of an action for judicial relief in pursuit of any prejudgment or provisional remedies will not waive the right of PRECISION or Licensee to compel arbitration of any Disputes subject to arbitration. If, however, either PRECISION or Licensee brings any action for judicial relief with respect to any Disputes that are subject to the arbitration provision of this Software License, the party bringing such action will be liable for and will immediately pay to the other party all of the other party's costs and expenses (including attorneys' fees) incurred by the other party to stay such action and remove or refer such Disputes to arbitration.

8.3 If either PRECISION or Licensee brings legal action to vacate or modify an arbitration award pursuant to this Software License and such party does not prevail, such party will pay all costs and expenses, including attorneys' fees, incurred by the other party in defending such action. Such costs and expenses will also be assessed against the petitioning party that does not prevail in any subsequent appellate action.

8.4 If the arbitration provisions contained in this Software License are invalid or their application is invalid or unenforceable, thereby allowing the parties to resolve their Disputes outside of arbitration, any legal proceeding with respect to any Disputes in which PRECISION, any affiliates of PRECISION, successors, or assigns of PRECISION are parties, will be tried in a court of competent jurisdiction by a judge without a jury. Licensee hereby waives any right to a jury trial in any such proceeding.

9. Exclusion of Certain Damages

IN THE EVENT OF ANY ACTION, PROCEEDING OR DISPUTE BETWEEN PRECISION AND LICENSEE RELATING TO AUTHORIZED SOFTWARE, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES OR OTHER INDIRECT OR SPECIAL DAMAGES OR LOSSES, INCLUDING LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF USE OF PLANT OR EQUIPMENT, OR LOSS OF EMPLOYEE TIME.