1.1 These terms and conditions (‘Conditions’) apply to the use by an individual, institutional or corporate subscriber (‘Subscriber’) of the data, software and analytical tools and information (‘Licensed Materials’) contained in the Proagrica products and services (‘Proagrica Services specified in an order form agreed by Proagrica and the Subscriber (‘Order Form’) and to any consultancy or similar services with specified deliverables provided by Proagrica in connection with such Proagrica Services and specified on an Order Form (‘Consultancy Services’).

1.2 These Conditions will be interpreted in accordance with the laws of England and Wales.

1.3 Provision of Proagrica Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.

1.4 Proagrica is a trading name of TELUS Agriculture Solutions Inc. and its Affiliates d/b/a TELUS Agriculture & Consumer Goods.

2.1 Subscribers will be given access to Proagrica Services on a Per User License, a Site or Multisite License or an Enterprise License (each a ‘License’) as stated on the Order Form and more specifically described in these Conditions. All Licenses are personal to the Subscriber named on the Order Form and may not be assigned or transferred.

2.2 Licenses expressed in these Conditions to be restricted to use in the course of the Subscriber’s normal business permit Subscribers and Authorised Users to pass Licensed Material to customers and prospects as part of a presentation or similar on an ad-hoc basis but exclude (i) any systematic redistribution to Unauthorised persons; and (ii) re-sale of the Proagrica Service, any part of the Licensed Materials or any Derived Materials to others.

2.3 Proagrica may, unless and until the Subscriber notifies Proagrica otherwise,

2.3.1 aggregate data (other than personal data such as email, contact details and residential address) entered by the Subscriber into the Proagrica Service with similar data provided by other subscribers and use such aggregated data in the creation of (i) a trend and analysis information product for subscribers who provide data for aggregation, and (ii) such other products and services as Proagrica may in its discretion decide from time to time, and the Subscriber’s data will be presented in aggregated, anonymised form unless clause 2.3.2 applies;

2.3.2 use the specific, granular data entered by the Subscriber into the Proagrica Services, and allow third parties to do so, in accordance with the permissions granted in the [Permissioning Manager field] of the Proagrica Services.

If the Subscriber at any time by written notice withdraws authorisation for Proagrica to use the Subscriber’s data under clauses 2.3.1 and/or 2.3.2 this shall not affect the Owner’s right to use data entered into the Proagrica Services prior to the date of such notice.

2.4 Except where specifically provided otherwise, sections 2.2, 2.3, 3, 4, 5, 6, 7 and 8 of these Conditions apply to all Licenses.

Per User License; this license permits a single individual to access the Proagrica Services and to use the Licensed Materials in the course of the Subscriber’s normal business. The Subscriber; (i) shall obtain the prior written consent of Proagrica to any additional individual(s) being granted access to the Proagrica Services; and (ii) shall promptly notify Proagrica of any other changes to the individuals identified by the Order Form.

Site or Multisite License; this license permits all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the Proagrica Services and to use the Licensed Materials in the course of the Subscriber’s normal business.

Enterprise License; this license permits all the employees and/or other workers of the Subscriber Group to access the Proagrica Services and to use the Licensed Materials in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group is subject to the prior written consent of Proagrica. References in these terms and conditions to Subscriber includes the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own.

In these Conditions;

“Affiliate” in respect of a corporate entity means any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51%or more of the voting securities in that entity;

“Authorised User(s)” means; (i) Per User Licence – the named individual(s) identified in the Order Form; (ii) Site License – all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form; (iii) Enterprise Licence – all employees and other workers in the Subscriber Group.

“Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;

“Deliverables” any and all documents, information or other materials developed, created or provided by Proagrica in connection with the provision of Consultancy Services (including reports, preparatory works, drafts, working papers, correspondence and advice)

“Subscriber Group” means a corporate subscriber and its Affiliates as at the date of the Order Form;

“Unauthorised” in relation to a person means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorised User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorised Users but do not otherwise use the Licensed Materials.

4.1 Passwords are for the personal use of the individual to whom they are issued and may not be made available to others for the purpose of using the Proagrica Services. If Proagrica suspects that a password is being used by an Unauthorised person it may cancel the password.

4.2 All intellectual property rights, including but not limited to copyright and database rights, in the Proagrica Services and the Licensed Materials are and remain the property of TELUS Agriculture Solutions Inc. and its Affiliates d/b/a TELUS Agriculture & Consumer Goods, its Affiliates and third party licensors.

4.3 Subscribers and Authorised Users acquire no proprietary rights in the Proagrica Services or the Licensed Materials and except as expressly permitted by these Conditions may not use the Proagrica Service or the Licensed Materials in any way that infringes the intellectual property rights in them.

4.4 Subscribers and Authorised Users may not obscure or remove any copyright or other notices that appear on Licensed Materials extracted from the Proagrica Services.

4.5 Subscribers and Authorised Users may within the terms of the applicable License create Derived Materials and use such Derived Materials in the course of the Subscriber’s business provided that the Subscriber acknowledges Proagrica as a data source in relation to all Derived Materials.

4.6 Subscribers and Authorised Users may not make the Proagrica Service, any part of the Licensed Materials or any Derived Materials available to Unauthorised persons other than on an ad-hoc non-systematic basis in the normal course of the Subscriber’s business.

5. Consultancy Services

5.1 Where the Order Form includes Consultancy Services;

(i)Proagrica shall use its reasonable endeavors to carry out the Consultancy Services in a timely manner in accordance with the agreed specification.

(ii) The Subscriber shall provide all reasonable facilities, information and assistance necessary to enable Proagrica to provide the Consultancy Services; and

(iii) The Subscriber shall comply with all laws and regulations relating to its business and which may, directly or indirectly, impact upon the provision of the Consultancy Services.

5.2 Proagrica shall retain ownership of all intellectual property rights in all Deliverables. The Subscriber has a non-exclusive, non-transferable licence to use such Deliverables for its own internal purposes and for such other purposes as are specified on the Order Form.

5.3 The Subscriber acknowledges that Consultancy Services are provided solely for the Subscriber’s benefit and use. Accordingly, Proagrica accepts no liability or responsibility to any third party who benefits from or uses the Consultancy Services or gains access to the Deliverables. The Subscriber will indemnify Proagrica from and against all liabilities, losses, damages, costs and expenses Proagrica reasonably incurs in connection with any claims against Proagrica by any such third party.

5.4 The Subscriber acknowledges that Deliverables may be based on information provided by the Subscriber or third parties which has not been independently verified, and that Proagrica does not warrant that such information shall be accurate.

6.1 The Subscriber shall, within 7 days of a written request from Proagrica provide; (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these terms and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.

6.2 Proagrica or any other person authorised by Proagrica shall have the right, after giving written notice of ten clear days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials. Proagrica shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. Proagrica shall not exercise this right of inspection more than once in each calendar year.

6.3 If an audit performed by Proagrica under section 6.2 reveals that the Subscriber is in breach of these terms and conditions the Subscriber will reimburse Proagrica (i) the reasonable cost incurred by Proagrica in performing the audit; (ii) all fees payable in relation to any Unauthorised person revealed by the audit as having access to the Proagrica Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

6.4 The rights of Proagrica under this section shall continue for the term of the subscription and for 12 months thereafter.

Proagrica shall use all reasonable endeavours in accordance with good industry practice to ensure that Proagrica Services are available to Subscribers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.

8.1 The Proagrica Services and Licensed Materials are provided by Proagrica on an ‘as is’ basis and Proagrica excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.

8.2 The total aggregate liability of Proagrica to any Subscriber in connection with use of the Service or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Subscriber for the then current subscription term.

8.3 The liability of Proagrica to any Subscriber for interruptions to availability of the Proagrica Service caused by circumstances within its control shall not exceed the amount paid by the relevant Subscriber for access to the relevant Proagrica Service. The only obligation of Proagrica in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the Proagrica Service reinstated.

8.4 Proagrica shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes, nor shall Proagrica be liable for any loss of profit, or indirect or consequential loss arising from the use of the Proagrica Service or the Licensed Materials.

8.5 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the Proagrica Services and receive the Licensed Materials.

9.1 Proagrica may without notice and without compensation suspend access to any Proagrica Service by a Subscriber and/or one or more Authorised Users if; (i) the Subscriber is in default of its payment obligations; (ii) Proagrica has reasonable grounds to suspect the Subscriber or such Authorised User (s) to be in breach of these terms and conditions; or (iii) Proagrica is prohibited from providing the Proagrica Service to the Subscriber or any Affiliate by any trade sanction issued by a competent regulatory authority.

9.2 Proagrica may withdraw any Proagrica Service by giving the Subscriber thirty (30) days written notice expiring at any time and a refund for the remainder of the relevant subscription period on a pro rata basis of the subscription fee already paid by the Subscriber.

9.3 On expiry of a subscription without renewal, or on termination of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Licensed Materials immediately.

9.4 Expiry or termination of a subscription shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 6 and 8 shall survive termination for whatever reason.