Agtonomy Terms and Conditions

Communication

Customer and Agtonomy to determine best practices for communication between parties including casual communication (Slack, Email, Phone, SMS etc.), regularly scheduled check ins (weekly/biweekly) and season review/recap meeting.

Data Collection & Tracking

Customer will collaborate with Agtonomy to track data needed by the parties to measure the performance, value, incident rate as outlined below. Such data will be captured by a combination of Agtonomy on-tractor technology and Customer traditional reporting and shared in an agreed upon format and time-frame. The parties will continue to refine the data needed and tracking mechanisms over the course of the Lease Term.

Agtonomy software suite will allow Customer to extract relevant data and metrics related to operations of Agtonomy tractors

Customer to help provide comparable data from traditional farming practices (possibly from AgCode or other sources)

Side by Side (A/B) testing on each individual workload

Example: 50 acres of mowing Agtonomy multi-vehicle vs. 50 acres mowing of Customer traditional methods.

Capturing key data points to compare the following (examples):

  • Efficiency
  • Costs
  • Operational functionality

The parties plan to do 'like for like' comparisons over multiple blocks (and multiple years) to measure performance in different areas and different time periods as the product improves

Data Metrics

Agtonomy and Customer will collaborate on data tracking/metrics to be provided and as described:

  • Hours Operated - Autonomously (Time operating does not include idle its only moving + interrupted)
  • Hours Operated - Manually (Time operating does not include idle its only moving + interrupted)
  • Hours Operated - RC (remote) (Time operating does not include idle its only moving + interrupted)
  • Acres Covered by Tasks: Mowing / Spraying / Undervine Cultivation / Transport (Acres covered by workload<mowing | spraying | weeding>)
  • Hours Spent by Task: Mowing / Spraying / Undervine Cultivation / Transport (hours spend by workload<mowing | spraying | weeding>)
  • Tasks / Jobs Performed by Ranch / Property (we currently don't show this stats count of jobs by ranch)
  • Tasks / Jobs Per

Other notes:

For workloads, implements fall in these categories (as of today):

  • mowing = frontMower | rearMower
  • weeding(undervine) = rearWeeder
  • spraying = rearSprayer | rearHerbicide

Terms and Conditions

Use of Product(s)

Subject to the terms of this Agreement, Agtonomy grants to Customer a nontransferable, nonexclusive right to use the Product(s) designated in the Cover Sheet provided by Agtonomy in accordance with the documentation or instructions supplied by Agtonomy Product(s) during the Lease Term. Any software incorporated into or provided with the Product(s) shall only be used as installed by Agtonomy in that Product(s). Customer will not modify the Product(s). Agtonomy retains all right, title and interest relating to the Product(s) and all related software; no licenses express or implied are granted.

Restrictions

Customer shall not i) grant access to or sublease the Product(s) to any third party without Agtonomy's express prior written consent, or ii) copy, reverse assemble, reverse engineer the Product(s) or permit anyone else to do so. Customer will not remove or export the Product(s), any included software or direct product thereof from the United States. Notwithstanding anything else herein, Agtonomy shall be entitled to enter the Customer's property at which the Product(s) are located upon reasonable notice and during normal business hours to inspect and take possession of the Product(s), and suspend use or withdraw specific units upon notice for safety or operational reasons

Fees

Customer shall pay Agtonomy the applicable fees as designated above on the Cover Sheet.

Confidentiality

a. Obligations. Confidential Information disclosed or made available by a party ("Disclosing Party") to the other party ("Receiving Party") shall be held in confidence by the Receiving Party and not disclosed to any third party, except as otherwise approved in writing by the Disclosing Party. The Receiving Party shall not use the Disclosing Party's Confidential Information other than as appropriate for the provision by Agtonomy and use by Recipient of the Product(s). The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information of similar kind, but in no event less than a reasonable degree of care, and shall limit access to the Disclosing Party's Confidential Information to those of its employees and consultants having a need to know and who are subject to a written agreement with the Receiving Party that contains non-disclosure and non-use obligations at least as restrictive as those contained herein.

b. Exceptions. Notwithstanding the foregoing, a Receiving Party shall have no obligation under this Section 4 with respect to any Confidential Information that (i) was in the public domain or generally known to the public at the time it was provided or made available to the Receiving Party, or subsequently enters the public domain or becomes generally known without breach of this Agreement, (ii) the Receiving Party can show was either known by the Receiving Party prior to the time it was provided or made available by the Disclosing Party, or subsequently received from a third party without breach of confidentiality obligations, or (iii) the Receiving Party can show was independently developed by the Receiving Party without the use of, or reference to, the Disclosing Party's Confidential Information (as evidenced by the Receiving Party's written records).

c. Required Disclosures. Notwithstanding Section 4(b), the Receiving Party may disclose the Disclosing Party's Confidential Information to the extent such disclosure is required by law, regulation, court order or stock exchange disclosure requirement, provided that the Receiving Party provides the Disclosing Party with reasonable prior notice of such disclosure (to the extent legally permitted) and cooperates with the Disclosing Party in any lawful action to contest or limit such disclosure.

d. Feedback. Customer may from time to time provide suggestions, comments, data or other feedback ("Feedback") to Agtonomy with respect to the Product(s). Both parties agree that all Feedback is and shall be given entirely voluntarily, and, even if designated as confidential by Customer, shall not, absent a separate written agreement, create any confidentiality obligation for Agtonomy, and Agtonomy shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. For clarity, except as expressly set forth in this Section, neither parties' confidentiality obligations shall be otherwise affected.

Warranty Disclaimer

AGTONOMY FOR ITSELF AND ITS SUPPLIERS DISCLAIMS ALL WARRANTIES RELATING TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Remedies and Damages

NEITHER AGTONOMY NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. AGTONOMY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

Termination

The term of this Agreement shall be for the Lease Term designated in the Cover Sheet above. The term may be extended for one or more additional annual periods upon the written consent of Agtonomy. Upon termination, the license granted hereunder shall terminate and Customer shall immediately return the Product(s), together with any and all documents, notes and other materials regarding the Product(s) to Agtonomy, including, without limitation, all Confidential Information and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect.

Miscellaneous

Either party may assign this Agreement without consent to an acquirer of all or substantially all of the party's assets, business or equity without consent, provided that such acquirer agrees to be bound by the terms and conditions of this Agreement. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of California without regard to the conflicts of law provisions thereof. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Any modifications of this Agreement must be in writing and signed by both parties. No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.

Tasks Supported

Agtonomy shall provide support for Customer for the Products for the following agreed upon tasks.

Tasks CT4045 M5N-112
Mowing
Flail Up to 6' 6' to 8.5'
Rotary Up to 8' 6' to 14'
Turf Mowing Up to 10' NA
Spraying
Herbicide Up to 35hp PTO Up to 90hp PTO
Airblast Up to 35hp PTO Up to 90hp PTO
Weeding
Undervine Yes Yes
Terrain
>5% Yes Yes
5% - 15% Physical Limits Yes

Roles and Responsibilities

The parties will work together to ensure Customer supplied implements are compatible with the Product(s) and map to the workloads, tasks expected to be performed.

Includes:

  • Agtonomy will assist Customer with site setup and support (i.e., drone mapping, map annotation, operator training, ongoing support) for Customer ranches
  • Agtonomy to make available software and mechanical support for all Product(s) (in partnership with the manufacturer and their Dealer network

Customer Responsibility

Customer to provide the following:

  • Implements that are compatible with the Product(s) such as mowers, sprayers, toolbars, trailers etc.
  • Consumables (flail knives etc.) for any Agtonomy provided implements
  • Regular maintenance for Agtonomy Enabled Tractor (greasing) as performed for other rented/leased equipment
  • Dedicated operators to be trained on use of Agtonomy Tractors
  • Ipads, Iphones for operation of Agtonomy Enabled software solution
  • All safety related PPE or equipment necessary for compliance with site operation
  • Recommended signage to place in field while tractors are in operation
  • Proper site communication for operations/staffing on site as to working with the presence of Agtonomy tractors
  • Covered parking for Agtonomy Enabled tractors

Labor & Readiness Requirements

  • Customer to identify operators to be main users of Agtonomy equipment
    • Operations will require full attention and it is best to have dedicated personnel when tractors are operational
    • Engagement with both ranch manager level and operator level employees
  • Pre-season training by Agtonomy for Customer operators
  • Customer and Agtonomy to meet weekly to identify upcoming work/task schedule
  • Customer and Agtonomy to set regularly scheduled time for product feedback review (operational feedback, data check in, feature issues, feature requests etc.)
  • Customer to provide feedback to Agtonomy partners/investors as needed

Materials & Manuals

Agtonomy will deliver the following initial materials to Customer in advance of delivering Product(s):

  • Operating Manual
  • Safety Manual
  • UI Manual
  • Start-up Checklist
  • Shut-down Checklist