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    END-USER LICENSE AND TERMS OF USE AGREEMENT (“AGREEMENT”)

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    PLEASE READ THIS AGREEMENT CAREFULLY BEFORE BUYING A SUBSCRIPTION TO, ACCESSING, ACTIVATING OR USING ANY SOFTWARE, SERVICE OR OTHER DIGITAL SOLUTION

    This Agreement sets out important details regarding your (i) paid, trial, or other subscription to any digital website, app, web-portal, service or solution (“Solution”) available to users from time to time by the Solution Owner (as defined below) and (ii) use of certain information or data ("Data") that may be collected, recorded, and transmitted from and about the agricultural machinery and/or on- and off-board devices associated with the Solution. For further information regarding personal data which may be collected in connection with the Solution please see the privacy notice of the Solution Owner, found  at http://www.agcocorp.com/privacy.html.

    This is a legal agreement between you and, where the Solution is an AGCO branded solution, AGCO Corporation, Duluth, GA, USA on behalf of itself and its group companies (“AGCO”) and, where the Solution is a PTx Trimble branded solution, PTx Trimble LLC. Any reference in this EULA to the “Solution Owner”, “we” or “us” is a reference to either AGCO or PTx Trimble LLC as relevant according to the Solution purchased.

    This Agreement supersedes any prior proposal, representation, or understanding between the parties regarding the Solution, save that if you have executed a separate signed agreement with PTx Trimble or AGCO which expressly governs use of the Solution, the terms of that agreement shall supersede the terms of this Agreement, and you shall have no rights under this Agreement either during or after the term of such other written agreement.

    This Agreement contains the general terms and conditions which relate to all Solutions and, at the end, contains Solution specific terms and conditions which only apply when a specific Solution is purchased, and which override the general terms and conditions in the event of any conflict (to the extent required to resolve the conflict).

    YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOLUTION. BY INDICATING ACCEPTANCE OF THIS AGREEMENT OR INSTALLING, DOWNLOADING ACCESSING OR USING THE SOLUTION, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT INSTALL, DOWNLOAD, ACTIVATE, ACCESS OR USE THE SOLUTION.

    You confirm by accepting the terms of this Agreement and/or by installing, downloading activating, accessing and/or using the Solution that you enter into this Agreement  in the course of a business and not as a consumer (i.e. someone acting outside of the course of their profession or business) or alternatively on the basis that you acknowledge that the subject matter of this Agreement is a license of rights that is not granted for private domestic, leisure or social purposes normally associated with consumers.

    Solution Limitations.  The Solutions normally rely on wireless communication networks and localization services such as satellite network. NOT ALL SOLUTIONS ARE AVAILABLE EVERYWHERE, PARTICULARLY IN REMOTE OR ENCLOSED AREAS, OR ON ALL MACHINES OR DEVICES, AT ALL TIMES.  The area you are operating in may affect the Solution that we can provide to you, including if your machine or device is relocated to a country in which we have not yet launched the Solution.  The Solution will only work in places where we have retained a Wireless Service Provider for the Solution in that area and only if the Wireless Service Provider has technical compatibility, coverage, network capacity, and reception when and where the Solution is used. The Solution may have limited functionality if your device software is not up to date. Solutions that use location information about your machine or device only work if GPS satellite signals are unobstructed, available in that place and compatible with your machine or device systems.  Your machine or device must have a working electrical system for the Solution to operate.

    Software Updates.  Some Solutions involve software that the Solution Owner makes available to you (“Software”).  The Software is licensed, not sold to you, and may need to be updated or changed from time to time. You agree that the Solution Owner may change or update the Software without notice. These updates or changes are required to maintain or improve the proper operation of your machine or device. These Software updates or changes may affect or erase Data that you have stored in your machine or device. We are not responsible for any affected or erased Data due to a Software update or change.

    Remote Access.  Where you have provided your explicit consent, certain Solutions may enable AGCO, its affiliates, or authorized dealers to remotely access your device or equipment for the purposes of diagnostics, maintenance, and the provision of software updates. This remote access may include the collection and processing of technical and operational data, and in some cases, may allow the identification of the device’s location. Such access will be limited to what is necessary for the stated purposes and will be conducted in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”). You may withdraw your consent at any time by contacting us or adjusting your Solution settings, although this may impact the availability or performance of certain features.

    Intellectual Property.  The Solution is protected by intellectual property laws and international treaties. All rights in and to the Solution are owned by the Solution Owner or its suppliers and nothing contained in this Agreement transfers or assigns any right, title, or interest in the Solution to you.

    Subject to the licenses described below, to the extent that there are any intellectual property rights in or relating to the submission owned by the submitter, such intellectual property rights will remain, as between the submitter and the Solution Owner, with the submitter.

    By making a submission, you grant to the Solution Owner an irrevocable and perpetual, royalty-free, sub-licensable, worldwide license, in all media (now known or later developed) to use, copy, store (retain a copy), distribute, review, assess, text and otherwise analyse your submission and all its content, under any intellectual property rights covering your submission or incorporated therein, for the purpose of evaluating the submission.

    License.  The Solution Owner grants you a non-exclusive, non-transferable, revocable, locally and time restricted (according to your subscription term, if applicable) end user license to activate and use the Solution for your internal business purposes only.  You may not rent, lease, sub-license or lend the Solution or otherwise confer any rights in the Solution to any third-party. The Solution Owner reserves the right to assign its rights in the Solution and for that purpose to assign this Agreement but will provide notice of such event within the paragraph below headed CHANGES IN TERMS AND SOLUTION.

    Authorized Users. Only you, your employees, contractors, and other representatives acting on your behalf and added to the Solution as users (“Authorized Users”) may access or use the Solution. User IDs are granted to individual, named persons, and each Authorized User is required to keep login credentials confidential and not share them with anyone else. You are responsible for your Authorized Users’ compliance with this Agreement and actions taken through their accounts. In the event an Authorized User is no longer authorized to use the Solution on your behalf, you are required to promptly de-activate such Authorized User’s access.

    Restrictions. You may not (and will not permit, encourage or assist anyone else to): (i) modify, translate, create derivative works of, reverse engineer, decompile, or disassemble the Solution, except to the extent that such activity is expressly permitted by applicable law; (ii) provide access to, distribute, sell, or sublicense the Solution to a third party; (iii) use the Solution on behalf of, or to provide any product or service to, third parties; (iv) use the Solution to develop a similar or competing product or service; or (v) remove or obscure any proprietary notices in the Solution.

    Free Versions; Trials and Betas. “Free Versions” means any Solution made available to you for use without a fee. “Trials and Betas” means any Solution, or any features thereof, made available on an evaluation or trial basis or as an alpha, beta, or early access Solution, in any case free or otherwise.

    Unless we have otherwise stated to you, you may only use Free Versions in a non-production environment, and Trials and Betas may only be used solely for your internal evaluation to determine whether to purchase a license or subscription to the Solution. The evaluation term for Trials and Betas shall be 30 days unless otherwise designated by us in writing. Free Versions and Trials and Betas are optional, and we may cease making such Solution available at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that we may never release, and their features and performance information are confidential to us and may not be disclosed. Notwithstanding anything else in this Agreement: (i) we provide the Free Versions and Trial and Betas “AS-IS” with no warranty, indemnity, service levels, or support; and (ii) either party may terminate access to a Free Version or Trial and Beta, for any reason or no reason, immediately upon written notice to the other party.

    Educational Versions. For any version of the Solution designated as “educational,” or a similar term, you may use the Solution solely for educational purposes - e.g., by an instructor or a student at an educational institution and while engaged in educational work. Such educational versions may not be used (a) by any other person; (b) by any educational institution for any non-educational purposes; or (c) for any for-profit purpose, including professional work or training offered for a fee, or by commercial entities.

    Artificial Intelligence/Autonomous Solutions. The Solution may comprise of an AI System (meaning an artificial intelligence system, including its algorithms, models, and components) to produce Output (meaning  data, content, information, or material generated, produced, or derived by the AI System as a result of processing data or information provided to the AI System through the algorithms, models, or other components of the AI System).  Output may include, but is not limited to: (i) autonomous operations; (ii) content such as text, images, audio, or video;  (iii) recommendations, predictions, or classifications;  and (iv) decisions or actions based on predefined parameters.

    Ownership of intellectual property rights in the AI System. The Solution Owner shall retain all rights, title, and interest in and to the intellectual property rights in the AI System, including but not limited to its underlying algorithms, models, training data, and any modifications, updates, or enhancements thereto, whether developed prior to, during, or after the applicable subscription term.

    Ownership of Output. The intellectual property rights in any Output generated by the AI System shall be allocated as follows: 

     (a) Where the Output relates to or incorporates the Solution Owner’s proprietary products, services, or data, the Solution Owner shall own all rights, title, and interest in and to such Output. 

     (b) Where the Output relates solely to your business operations, data, or processes, you shall own all rights, title, and interest in and to such Output. 

    Notwithstanding the foregoing, the Solution Owner retains the right to use aggregated, anonymised, or pseudonymised data derived from the Output for the purposes of improving the AI System or its services and, in addition, the Solution Owner may, with your consent, use your confidential information or information that identifies you. 

    Oversight mechanisms. You acknowledge that the AI System may perform autonomous operations based on its programming and training data. The Solution Owner advises you to implement appropriate oversight mechanisms to monitor and control the AI System’s operations. The Solution Owner shall not be liable for any harm, loss, or damage arising from your failure to adequately supervise the AI System or to implement safeguards against unintended outcomes.

    Risk mitigation. The Solution Owner has provided information to enable you to assess the risks inherent in the use of the AI System, including risks that may not be immediately apparent. You are responsible for taking all necessary precautions to mitigate such risks, including conducting regular audits, testing, and monitoring of the AI System’s outputs and operations.

    THE SOLUTION OWNER DOES NOT WARRANT THAT THE AI SYSTEM WILL OPERATE WITHOUT ERROR, INTERRUPTION, OR UNFORESEEN OUTCOMES. YOU ACKNOWLEDGE THAT THE AI SYSTEM IS ADAPTIVE, CAPABLE OF LEARNING, AND MAY EVOLVE OVER TIME, WHICH MAY RESULT IN VARIATIONS IN ITS PERFORMANCE. THE SOLUTION OWNER DISCLAIMS ANY LIABILITY FOR DECISIONS OR ACTIONS TAKEN BY THE AI SYSTEM, INCLUDING THOSE BASED ON RECOMMENDATIONS GENERATED BY THE AI SYSTEM, AND YOU ASSUME FULL RESPONSIBILITY FOR VERIFYING THE ACCURACY AND APPROPRIATENESS OF SUCH RECOMMENDATIONS PRIOR TO RELIANCE OR IMPLEMENTATION.

    THE SOLUTION OWNER DISCLAIMS RESPONSIBILITY FOR ENSURING THAT YOUR USE OF THE AI SYSTEM COMPLIES WITH APPLICABLE LAWS, REGULATIONS, AND ETHICAL STANDARDS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE DEPLOYMENT AND USE OF THE AI SYSTEM ALIGN WITH ALL LEGAL AND REGULATORY REQUIREMENTS, INCLUDING THOSE RELATED TO DATA PROTECTION, DISCRIMINATION, AND BIAS.

    THE SOLUTION OWNER DOES NOT GUARANTEE THAT THE AI SYSTEM’S DECISION-MAKING PROCESSES WILL BE FULLY EXPLAINABLE OR TRANSPARENT. YOU ACKNOWLEDGE THAT THE AI SYSTEM MAY OPERATE AS A 'BLACK BOX,' AND THE SOLUTION OWNER SHALL NOT BE LIABLE FOR ANY LACK OF EXPLAINABILITY IN THE AI SYSTEM’S OUTPUTS.

    CHANGES IN TERMS AND SOLUTION: WE RESERVE THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT AT ANY TIME. ANY CHANGES WILL BE EFFECTIVE UPON POSTING OF THE REVISIONS ON THE SOLUTION WEBSITE. THE UPDATED AGREEMENT WILL INCLUDE THE POSTING DATE THAT THE CHANGES BECAME EFFECTIVE.  YOUR CONTINUED USE OF THE SOLUTION FOLLOWING THE POSTING OF THE CHANGES ONLINE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. YOU SHOULD FREQUENTLY REVIEW THIS AGREEMENT (INCLUDING THE EFFECTIVE DATE) AND APPLICABLE POLICIES TO UNDERSTAND THE TERMS THAT APPLY TO YOUR USE OF THE SOLUTION AND/OR USE OF THE SITE. If we make any material changes to this Agreement that, in our sole judgment, would have an adverse effect on your use of the Solution, we will either post a notice on the Solution website that this Agreement has changed and the effective date of such change or provide you a notice describing such changes and their effective date.  In the event of any potential conflict between this Agreement and the terms of any offer for the Solution, this Agreement will prevail.

    Cancellation. We reserve the right to terminate your access to the Solution at any time if you fail to pay any amounts owing when due, if you violate or breach this Agreement, or for any other reason in our sole discretion. If your access is terminated, you will still be responsible for payment of all outstanding balances accrued up to and including the termination date, including any fees described herein.

    Change of Ownership. If you sell any machine or device equipped with the Solution, you must ensure the subscription to the Solution is terminated prior to the transfer of ownership to avoid any illicit viewing or monitoring of the new owner not party to this Agreement. Should the new owner wish to access the Solution they must make a new subscription on their own behalf. If you fail to terminate your subscription, the Solution Owner reserves the right to terminate the subscription. Termination of the subscription will result in data erasure from the account.

    Support Services.  The Solution Owner and its authorised dealers may offer to provide you with support services related to the Solution ("Support Services").

    Compliance with Laws.  You must comply with all applicable laws regarding use of the Solution including all applicable data privacy laws.

    Third Party Products.  If you use the Solution to access or use any third-party products or services, the terms associated with those third-party products or services will also apply. AGCO does not accept any liability for your access to or use of such third-party products or services.

    Termination.  Without prejudice to any other rights, the Solution Owner may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement or for any other reason without penalty. In the event that the Solution Owner terminates this Agreement, no refund of fees paid will be available.

    No Warranty.  YOU UNDERSTAND AND AGREE THAT THE CONTENT AND FUNCTIONALITY OF THE SOLUTION ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE SOLUTION OWNER AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, REGARDING THE SOLUTION, THE RELIABILITY, PREDICTIVE VALUE, COMPLETENESS, TIMELINESS, OR ACCURACY OF THE INFORMATION CONTAINED WITHIN THE SOLUTION, OR THAT YOUR ACCESS TO OR YOUR USE OF THE SOLUTION WILL BE UNINTERRUPTED, ERROR FREE OR TIMELY WITH ALL UPDATES. ALL SUCH WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED. THE SOLUTION OWNER does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOLUTION. THE SOLUTION OWNER makes no warranties respecting any harm that may be caused by the transmission of ANY MALWARE.

    Data Collection. Upon activation, the Solution may collect, record, transfer and transmit machine, device or implement and related Data which may include data from which a living individual may be identified directly or indirectly (e.g. name, address, telephone number, location data or driving patterns) (“Personally Identifiable Data”). The Data collected, recorded, transferred and transmitted by the Solution may also include data related to machine position, set up (such as linkage, spool valves, headland TI data), implement data, machine tracking, monitoring, and activity or other Data gathered by any sensor on the machine, including but not limited to, engine RPM, PTO speed, master apply switch, yield, fertilizers, pesticides and/or fuel rate. The type and amount of Data collected will vary by machine or device type, subscription choice and configuration and may change at any time without notice. While using the Solution your vehicle is trackable by the location service or satellite network. If your machine or device is not only used by yourself, you are required to inform any Authorized User of the machine or device of the trackability.

    For further information on the type of Data which may be collected through the Solution and the use we may make of it, please read our Machine Data Statement.

    Depending on the Solution or integrations activated by you, we may also collect the data referred to above from third parties, such as manufacturers of your machine, and/or our affiliated companies through an API approved by that third party and/or us. This enables the Solution to operate with your machine or device and is used solely for that purpose.

    Data Storage.   For the provision of the Solution and to enable us to improve our Solution  the Solution Owner may retain Data, including the Personally Identifiable Data, for a period of up to 10 years from the date on which the Data was collected (“Data Retention Period”). The period for which the Data is actually retained by us will depend upon our business need to continue to use the Data for the purpose of providing and improving our products and services. We have safeguards to ensure that Personally Identifiable Data is protected during the Data Retention Period which includes anonymisation where appropriate.

    The Solution Owner in its sole discretion may destroy any Data after its Data Retention Period or any time prior to that following the termination or expiration of your subscription. All Personally Identifiable Data is used in accordance with and for the purposes set out in our Privacy Notice.  The Solution Owner will store Data in the USA or in the European Economic Area.  

    Data Access. For as long as you have a valid subscription to the Solution, you will be able to access Data through the Solution or by request to us using the contact details set out in the Machine Data Statement. Following termination of your subscription you may request access to your Data during the Data Retention Period but this may be provided to you in a reasonable format chosen by us.

    Data Sharing. Data collected through the Solution, once aggregated or de-identified in such a manner to ensure individual identities, including yours or any Authorized Users’, cannot be determined, becomes the sole property of the Solution Owner. This includes technical logs, usage data, and insights gained with your interaction with the Solution. Such data will be utilized exclusively for enhancing and developing our product Solutions.

    You hereby grant your selected Solution Ownerdealers, the Solution Owner and its affiliates and their service providers (collectively the “License Recipients”) a royalty-free, worldwide, perpetual, non-exclusive license to access, use, store and otherwise process all Machine Data for the purposes of (i) monitoring and analyzing machine health and performance; (ii) assisting with on-going product development and improvement initiatives; (iii) defending the License Recipients against any claim made by you or any third-party related to the machine associated with the Data.  This license does not impact your data protection rights which apply (and which are explained in the Privacy Notice at http://www.agcocorp.com/privacy.html).

    How We May Use Your Personal Data

    In addition to our use of Personally Identifiable Data as set out in our Privacy Notice at http://www.agcocorp.com/privacy.html, we will also use images, video and other Personally Identifiable Data as necessary to provide services to you (for example where you allow us remote access to the service for support purposes) or, where you have given us consent to do so for product improvement purposes.

    To ensure the continuance of this service, the Solution Owner reserves the right to appoint any authorized dealer as the primary service provider. In case of such change you will receive a notification regarding changes. If you disagree with the change, you will be entitled to select another dealer by logging into your Solution account and selecting another dealer from the list. You are entitled at any time to request the Solution Owner supply you with the identity of your servicing dealer and of third parties engaged by the Solution Owner as part of the Solution from time to time by contacting Privacy@agcocorp.com.

    Payment Terms; Invoicing.

    Applicable fees for your access to the Solution are as set forth on the platform used by you to purchase the Solution. Fees for renewal subscriptions are at the Solution Owner’s then-current rates, regardless of any discounted pricing for a prior subscription term. Fees do not include applicable sales taxes, value added taxes, goods and services taxes, export or import charges, transportation or insurance charges, customs and duty fees, personal property taxes, surcharges and fees, or similar charges, all of which are your responsibility to pay. You will pay the Solution Owner all such taxes, charges, and fees invoiced by the Solution Owner in connection with the Solution. You will pay any foreign exchange transaction fees and any foreign exchange profits or losses incurred on such transactions.

    The Solution Owner will issue invoices in accordance with the billing frequency stated in the order confirmation sent to you by the Solution Owner (“Confirmation”). You consent to the receipt of invoices electronically at the email address(es) provided to the Solution Owner by you for billing purposes. You are responsible for maintaining current email address(es) with the Solution Owner. The Solution Owner’s transmission of an invoice to the provided billing email address(es) (regardless of whether actually received by you) shall be considered delivery of that invoice by the Solution Owner. The Solution Owner’s failure to issue an invoice in accordance with this section (Payment Terms; Invoicing) shall not be deemed to be a waiver by the Solution Owner of its right to receive payment pursuant to the Agreement, but you shall not be obliged to make such payment until an invoice for such payment is issued by the Solution Owner to you.

    Unless otherwise set forth in the Confirmation, payments are due net 30 days from the date of invoice. You will make payment in the currency indicated on the Confirmation. The Solution Owner is entitled to offset payments against prior debt balances in your account.

    Subject to any mandatory laws to the contrary or as otherwise expressly stated in the Agreement, payments are not refundable. Delinquent payments not subject to a bona fide dispute will bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. You will be liable for all costs of collection of past due amounts (including attorneys’ fees).

    Third-Party Application Stores.

    Purchase from Application Store. If you obtained the Solution through a third-party application store, marketplace or other site or service (each, an “Application Store”), such Application Store is considered a “Reseller” under the Agreement, and your use of the Solution is subject to section (Purchase from Reseller) of the Agreement. Except as expressly set forth in sections (Purchase from Reseller) and (Apple-Specific Terms), all fees are non-refundable once paid. Your download of the Solution may be subject to other terms as specified by the operator of the Application Store from which you downloaded the Solution.

    In App Purchases. The Solution may offer you the opportunity to purchase additional functions and/or features from within the application (an “In App Purchase”). All billing and transaction processes are handled by the provider of the Application Store (the “App Store Provider”) from whose platform you downloaded the Solution and are governed by the App Store Provider’s terms and conditions. If you have any payment related issues with In-App Purchases, then you must contact the App Store Provider directly.

    Apple-Specific Terms. If you downloaded the Solution from Apple Inc.’s (“Apple”) Application Store, the following terms are part of the Agreement. The Agreement is between you and the Solution Owner, and not with Apple. However, as required by Apple, Apple and its subsidiaries will be third-party beneficiaries of the Agreement and will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary. To the maximum extent permitted by law, Apple will have no warranty obligation with respect to the Solution, and, as between Apple and the Solution Owner, any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to a warranty will be the Solution Owner’s responsibility. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Solution. As between the Solution Owner and Apple, the Solution Owner is solely responsible for the Solution and for addressing any claims you or any third parties have about the Solution or your possession or use of the Solution, including without limitation (i) product liability claims; (ii) any claim that the Solution fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the Solution or your possession or use of the Solution infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, or discharge of such claim.

    Purchase from Reseller.

    If you obtained the Solution through a Reseller, the terms of this section (Purchase from Reseller) are applicable and will prevail in event of any conflict with any other provisions of the Agreement:

    a) The Agreement is between the Solution Owner and you and governs all access and use of the Solution by you. Resellers are not authorized to modify the Agreement or make any promises or commitments on the Solution Owner’s behalf, and the Solution Owner is not bound by any obligations to you other than as set forth in the Agreement. The Solution Owner is not party to (or responsible under) any separate agreement between you and the Reseller and is not responsible for the Reseller’s acts, omissions, products or services.

    b) Instead of paying the Solution Owner, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. If the Reseller fails to pay the Solution Owner the applicable fees for your use of the Solution, the Solution Owner reserves the right to terminate your access to the applicable Solution and all related rights granted hereunder. You may purchase renewals for the Solution under the Agreement directly from the Solution Owner.

    c) Your order details (e.g., the applicable Solution, the subscription term, usage limitations, authorized users, and any additional scope of use restrictions) will be as stated in the Confirmation, and the Reseller is responsible for the accuracy of any such information as communicated to the Solution Owner. Unless otherwise designated by the Solution Owner, the Reseller is solely responsible for delivering the Solution to you, and the Solution Owner has no liability for the Reseller’s failure to deliver.

    d) The Reseller may fulfill the Solution Owner’s warranty obligations under section (Limited Warranty) on behalf of the Solution Owner, to the extent authorized by the Solution Owner in writing. Notwithstanding the foregoing, the Reseller has no authority to make any statements, representations, warranties or commitments on the Solution Owner’s behalf, and any such statements, representations, warranties or commitments are null and void. If the Reseller agrees to provide front-line support or professional services to you, the Solution Owner has no responsibility for such Reseller-provided support or professional services.

    e) In the event you are entitled to a refund under the Agreement, you must request such refund through the Reseller. Any request sent directly to the Solution Owner may be redirected to the Reseller. The Solution Owner will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding such fees to you, unless otherwise specified by the Solution Owner. The Solution Owner will have no further liability to you in the event the Reseller fails to refund such fees to you.

    Limited Warranty

    Limited Warranty. Subject to the Agreement and any mandatory laws to the contrary, for Solutions in respect of which you have paid a fee, the Solution Owner warrants to you that during the Warranty Period, the Solution will perform materially as described by the Solution Owner in writing. The “Warranty Period” is (a) 90 days for licensed software licensed on a perpetual basis, and (b) for the duration of the applicable subscription term, for any cloud based subscriptions. Notwithstanding the foregoing, no warranties are provided with respect to subscription-based services that provide GNSS position correction data, which are provided as-is and as-available.

    Warranty Remedy.

    a) If the Solution fails to conform to the Limited Warranty during the Warranty Period, you may make a reasonably detailed warranty claim within 30 days of discovering the issue. For any such claims reported by you within such period that the Solution Owner determines are valid, the Solution Owner will correct such non-conformity by issuing corrected instructions, a restriction, or a bypass, or by replacing the Solution or providing a pro rata refund, at the Solution Owner’s option. Subject to any mandatory Laws to the contrary, these procedures are your exclusive remedy, and the Solution Owner’s entire liability, for the failure of the Solution to conform to the Limited Warranty.

    b) The foregoing limited warranty only applies if and to the extent that (i) any Solution associated with the warranty is properly and correctly installed, configured, interfaced, maintained, stored, and operated in accordance with the Solution Owner’s instructions, and (ii) any Solution associated with the warranty is not modified or misused. The foregoing limited warranty does not apply to (1) issues caused by unauthorized use or modifications; (2) unsupported or unauthorized versions of any Solution; (3) operating the Solution under any specification other than, or in addition to, the Solution Owner’s instructions; (4) issues in or resulting from dependencies, compatibilities, or third-party systems, products, or services; or (5) free versions, trials and betas or other similar versions.

    Disclaimers.

    a) Generally. THE LIMITED WARRANTY TERMS, IF ANY, EXPRESSLY SET FORTH ABOVE ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON THE SOLOUTION OWNER’S PART ARISING OUT OF, OR IN CONNECTION WITH, THE SOLUTIONS, AT ANY TIME EITHER DURING OR AFTER EXPIRATION OF THE APPLICABLE WARRANTY, AND STATE SOLUTION OWNER’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES RELATING TO THEM. EXCEPT FOR ANY LIMITED WARRANTY TERMS EXPRESSLY PROVIDED ABOVE, THE SOLUTION IS PROVIDED “AS-IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT. SUPPLEMENTAL TERMS MAY HAVE ADDITIONAL DISCLAIMERS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION(S) MAY NOT APPLY OR FULLY APPLY TO YOU.

    b) Additional Disclaimers. THE SOLUTION OWNER MAKES NO EXPRESS WARRANTY THAT YOUR USE OF THE SOLUTION WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER MALWARE OR PROGRAM LIMITATIONS; THAT THE SOLUTION OWNER WILL REVIEW CUSTOMER DATA FOR ACCURACY; OR THAT THE SOLUTION OWNER WILL MAINTAIN CUSTOMER DATA OR OTHER DATA WITHOUT LOSS. THE SOLUTION OWNER IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, SATELLITES, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE THE SOLUTION OWNER’S CONTROL. THE SOLUTION OWNER WILL NOT BE LIABLE IN ANY MANNER FOR THE OUTPUT OBTAINED THROUGH USE OF THE SOLUTION OR YOUR RELIANCE ON SUCH OUTPUT. CUSTOMER IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF CUSTOMER’S USE OF THE SOLUTION. THIS RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE SOLUTION AND THE SELECTION OF THE SOLUTION TO ACHIEVE INTENDED RESULTS. ANY FORMS, POLICIES, OR OTHER MATERIALS PROVIDED BY PTX TRIMBLE THROUGH THE SOLUTION OR DOCUMENTATION ARE NOT INTENDED AND SHOULD NOT BE RELIED UPON AS LEGAL ADVICE OR LEGAL OPINION. CUSTOMER SHOULD CONSULT ITS OWN LEGAL COUNSEL REGARDING THE USE OF ANY SUCH MATERIALS. CUSTOMER IS ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT OF THE SOLUTION. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

    c) Correction Services Disclaimers. Customer acknowledges that GNSS position services and related network access are subject to transmission limitations caused by a variety of factors such as atmospheric conditions, topographical obstructions, limitations or lack of coverage of the underlying carrier service and other natural or manmade conditions. Additionally, motor and ignition noise, metal shielding, and interference by users of the same or adjacent radio channels may limit or interfere with GNSS position services. The Solution Owner is not responsible for the operation or failure of operation of GNSS satellites or the availability of GNSS satellite signals.

    d) Third-Party Materials. Third party data, content and proprietary software are provided “AS IS” and you assume all risk and liability regarding any use of (or results obtained through) all such materials. The Solution Owner and its suppliers make no warranty or guarantee with respect to any such materials, including regarding their accuracy or continued availability or compatibility.

    e) Dependencies and Compatibilities. The Solution Owner makes no warranty or guarantee with respect to any dependencies, compatibilities, or other factors outside of the Solution Owner’s control, including their continued availability or compatibility.

    f) Prohibited Data. The Solution Owner and its suppliers specifically disclaim any responsibility for, and will not be liable in any manner arising from, any use of the Solution in connection with any (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS); (c) information subject to regulation or protection under the Children’s Online Privacy Protection Act or Gramm-Leach Billey Act; or (d) any other information which is regulated under applicable laws and is not required for use of the Offering for its intended purpose.

    Term and Termination.

    Perpetual License. If you purchase a perpetual license to software, your license to such software will continue in perpetuity subject to the terms and conditions of this Agreement. Support for such software is purchased separately unless otherwise indicated by the Solution Owner in writing.

    Subscriptions.

    a) Subscription Term; Renewals. If you purchases access to a software as a service solution or a license to software for a limited period of time, the duration of the initial term and any renewals are as set forth in the order confirmation sent to you by the Solution Owner (collectively, the “Subscription Term(s)”). Notwithstanding anything to the contrary in the order confirmation, the start date for each Subscription Term for each Solution will begin on the date on which the Solution Owner first provides access (“Provision Date”) for that Solution. For clarity, each Solution may have a different Provision Date. Unless otherwise set forth in the order confirmation or as provided by the Solution Owner in writing, each Subscription Term will renew for successive periods of the same duration unless either party gives the other party at least 30 days notice of non-renewal before the expiration of the then-current Subscription Term.

    b) Additional Subscriptions. If you previously purchased one or more subscriptions for a particular Solution (“Existing Subscription(s)”) and subsequently purchases one or more additional subscriptions (for any Solution) while the existing subscription(s) is in effect (the “Additional Subscription(s)”), the duration of the Subscription Term for the Additional Subscription will be as set forth in the order confirmation. Unless otherwise set forth by the Solution Owner in writing, all of your Subscriptions shall have the same end date and the Solution Owner may invoice all fees for all such subscriptions on a single invoice.

    Termination. Either party may terminate this Agreement (including all orders under it) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

    Effect of Termination. Upon expiration or termination of this Agreement or the applicable Subscription Term, your right to use the Solution will cease and you will immediately cease any and all use of and access to the Solution and will delete (or, upon request, return) all copies of any Solution. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information. Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

    Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

    Confidentiality.

    “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. The Solution Owner’s Confidential Information includes, without limitation, the terms and conditions of this Agreement, and any technical or performance information about the Solution, including any instructions and specifications regarding the Solution.

    Obligations. As a receiving party, each party (a) will protect the confidentiality of the disclosing party’s Confidential Information using the same degree of care it uses for its own information of like importance (but not less than reasonable care), (b) will not share the disclosing party’s Confidential Information with third parties except as permitted in this Agreement or with the disclosing party’s prior written or electronic consent, and (c) will only use Confidential Information to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, affiliates, contractors, and other representatives (collectively, “Representatives”) having a legitimate need to know (including, for the Solution Owner, its subcontractors), provided (i) the Representatives are subject to confidentiality obligations no less protective than those in this Clause (Confidentiality), and (ii) the receiving party is responsible for any breach of this Clause (Confidentiality) by the acts or omissions of its Representatives.

    Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party or its Representatives, (b) it rightfully knew or possessed on a non-confidential basis prior to receipt under this Agreement, (c) it rightfully received from a third party without obligation of confidentiality, or (d) it independently developed without using the disclosing party’s Confidential Information.

    Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at law (e.g., monetary damages) alone are an insufficient remedy. In the event of such actual or threatened breach by a party, the other party may seek injunctive relief, in addition to other available rights and remedies, for breach or threatened breach of this Clause (Confidentiality), without proof of actual damages or the requirement of posting a bond or other security.

    Required Disclosures. Nothing in the Agreement prohibits either party from making disclosures if required by Law or government or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates in any effort by the other party to obtain confidential treatment.

    Export Control.  The Solution, including related documentation and technology, may be subject to international export control laws and regulations, including but not limited to those of the United States of America and the European Union (EU) and its member states. You agree to comply with all applicable international and national laws that apply to the Solution, as well as end-user, end-use, and destination restrictions issued by national governments (including that of the United States) or the EU. You acknowledge that the Solution may not be exported or re-exported to countries or entities under EU or U.S. embargoes or to individuals or entities that are on the EU or U.S. Denied Persons or Entity List or on any other national or international denial list. You warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. You will defend, indemnify, and hold the Solution Owner harmless against any liability (including attorneys’ fees) arising out of your failure to comply with the terms of this section. Your obligations under this section (Export Control) will survive the termination of the Agreement for any reason whatsoever.

    Anti-Corruption Compliance. Each party, and any third party acting on its behalf, will comply with all applicable United States and international anti-corruption and anti-bribery laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others.

    Open Source. The Solution may incorporate third-party open source software (“Open Source”),. To the extent the terms of the Open Source license prohibit the terms of this Agreement from applying to the Open Source, the terms of the Open Source license will apply to the Open Source on a stand-alone basis instead of this Agreement.

    Dispute Resolution.  This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia, USA without giving effect to conflict of law rules. At the Solution Owner’s sole election, any dispute, controversy or claim arising out of or relating to this Agreement or the transactions contemplated hereby shall be decided by final and binding arbitration under the American Arbitration Association Commercial Arbitration Rules in Gwinnett County, Georgia. The arbitration award shall be in writing and include detailed findings of fact, conclusions of law, and a statement of the remedy provided.  The arbitration award shall be specifically enforceable and judgment thereon may be entered in any court having jurisdiction thereof. If the Solution Owner elects not to arbitrate, then the dispute, controversy or claim shall be decided exclusively in the State or Superior Court of Gwinnett County, Georgia, USA or the United States District Court for the Northern District of Georgia, Atlanta Division and in no other venue or jurisdiction. Each party further irrevocably consents to personal jurisdiction and venue exclusively in, and agrees to service of process issued or authorized by, any such court. To the extent it may be applicable, the parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods to this Agreement.

    WAIVER OF JURY TRIAL – UNITED STATES CLAIMS. FOR ANY CLAIM BROUGHT IN A STATE, FEDERAL, OR OTHER COURT IN ANY JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE ENFORCED OR ENFORCEABLE TO THE EXTENT A WAIVER OF THE RIGHT TO A TRIAL BY JURY IS PROHIBITED BY, OR CONTRARY TO, THE PUBLIC POLICY OF THE STATE IN WHICH SUCH LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM IS FILED.

    Special Product Terms

    Telemetry Solutions (e.g Connect)

    How We May Use Your Personal Data. You acknowledge that telemetry Solutions may track  your location.

    Data Sharing. AGCO agrees that you own any information and data about the machine that is available through the Solution. Activation of the Solution shall immediately start the data transfer from the machine to AGCO. Furthermore, some Solutions have a “Data Sharing” box. By checking the “Data Sharing” box you will start data sharing with the selected AGCO dealer.

    If you as the data owner elect not to share Data, on a per machine basis, you may simply leave the box marked “Data Sharing” unchecked for that particular machine.  You acknowledge that if you do not check the “Data Sharing” box, your servicing dealer will be unable to monitor that machine and you agree that (i) neither AGCO nor its dealers shall have any liability for failure to monitor such machine and (ii) that any Support Services will be unavailable unless and until you check the “Data Sharing” box and any Support Services purchased by you will be terminated immediately upon you opting out of data sharing.

    WITHOUT LIMITING THE FOREGOING, PLEASE NOTE THAT AGCO SHALL AT ALL TIMES HAVE VISIBILITY TO THE DATA TRANSMITTED BY YOUR ACTIVATED MACHINE.

    Third Party Data Sharing

    AGCO provides a platform for data sharing with third parties, including partners. When you choose to share data via the Solution’s API with any third party, the terms of this data sharing are governed by your agreement with the third party, not AGCO.

    Should anyone other than yourself operate the machinery connected to our Solution, it is your responsibility to inform any such operator of the aforementioned sharing.

    NEXT Cultivation Planning & Documentation Pro, NEXT Prescription Map Centre, NEXT Cultivation Planning, NEXT Fertilisation,  Talking Fields   (“NEXT Farming Solutions”)

    (a) Service level commitment

    We commit that the NEXT Farming Solutions will be available to the user with a monthly uptime percentage of 98%, excluding the times during which maintenance and repair work is carried out. Access may be restricted during necessary maintenance and repair work. We will strive to inform the user about planned maintenance windows in good time.

    (b) Warranty

    We warrant that the NEXT Farming Solutions are free of material defects at the point of risk transmission and do not infringe on third party rights in the country of implementation. We shall at our discretion remedy deficiencies through correction and repair (correction patch) or the installation of a new release/new version of the application. If a defect cannot be rectified through software repair or reinstallation, we are entitled to provide workaround solutions. Where reasonable, these workaround solutions are to be deemed a rectification of deficiencies. Your statutory rights to abatement, rescission, damage claims, and reimbursement of expenses incurred remain unaffected.

    NEXT Machine Management (“NMM”)

    (a) Agrirouter Connectivity

    For the connection of agricultural machinery to NMM, the use of a third party connectivity platform  is required. As all agrirouter functionalitites are provided by a third party these functionalities  are outside our control or responsibility. Use of the connectivity functionality may require that you create an  account and, in the course of the registration conclude the required contract with the third party.

    (b) Content on NMM

    You acknowledge and agree that we do not monitor or police the content of communications or your data uploaded in or transmitted through the NMM and that we shall not be responsible for the content of any such communications or transmissions. You shall use the NMM exclusively for authorized and legal purposes in accordance with all applicable laws. You agree not to load into the NMM any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (ii) contains malicious code; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable laws (including, without limitation, the laws and regulations governing unfair competition). We reserve the right to delete, move or edit any of your data that we may determine, in our reasonable discretion, violates this Agreement and/or applicable laws. You shall indemnify and hold AGCO and its affiliates harmless from and against all third party claims that result from a breach to this obligation by you, unless such breach occurred without negligence on your part.

    (c) Service availability

    The NMM is available to the user with a monthly uptime percentage of 98,5%, excluding the times during which maintenance and repair work is carried out (“Service Availability”). Service Availability will be measured at the service demarcation point from our data center to the general internet.

    Access may be restricted during scheduled or unscheduled maintenance and repair work, security and capacity issues as well as incidences beyond our control or with no fault on our part (e.g. force majeure, strike, civil disturbance, natural catastrophe, epidemic, disturbance of public communication networks, power blackout) that may lead to short-time disturbances or temporary suspension of NMM. Likewise we may disable NMM for security reasons (e.g. if necessary to fix security vulnerabilities) or to prevent violations of your obligations under this Agreement.

    Where appropriate, we will inform you about planned maintenance windows and other availability restrictions two (2) weeks prior to such event. Maintenance shall take place no more than four (4) times per month, and no more than maintenance windows of 24 hours in total per month will take place.

    Wayline Converter (powered by Fuse® Software)

    (a) Use of the Wayline Converter software (“Software”) with vehicles and devices

    You are responsible for the safe and functional operation of the vehicles and devices used by yourself and must at all times be capable of taking over immediate control of your vehicle or device should the use of the wayline or field boundary data lead to faulty vehicle/device behavior (e.g. track deviation) or to an emergency (e.g. obstacles).

    You must adhere to laws, regulations, and guidelines governing the driving of vehicles or the use of equipment. This also applies to your vehicle and device manufacturer instructions.

    You must further ensure that all third parties using the waylines converted by yourself adhere to the conditions as set out in this clause (a).

    (b) Restricted licence

    You are entitled to use the Software for the conversion of straight waylines and field boundaries from and for an unlimited number of AGCO® machines in your ownership, or such that are available for your exclusive use (for e.g. leasing). The use of the Software for the conversion of waylines from or for third-party owned AGCO® machines is not permitted.

    Your respective AGCO® dealer will provide first level support for the Software. For assistance, please contact your AGCO® dealer. Please note that AGCO® is not the developer or distributor of the Software and neither AGCO® nor the AGCO® Group, nor AGCO® dealers assume liability for complications arising in relation to the Software.

    Bale Link

    (a) You will be assumed to have obtained permission from the owners of the mobile telephone or handheld devices that are controlled, but not owned, by you to download or stream a copy of the Solution onto the device. You and they may be charged by your and their service providers for internet access on the device. You accept responsibility in accordance with the terms of this EULA for the use of the Solution on or in relation to any device, whether or not it is owned by you.

    (b) Certain Solutions will make use of location data sent from the device. You can turn off this functionality at any time by turning off the location services settings for the Solution on the device. If you use these Solutions, you consent to us and our affiliates' and licensees' transmission, collection, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services. You may withdraw this consent at any time by turning off the location services.

    (c) Grant and scope of license

    In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive license to use the Solution on your device, subject to these terms, the Privacy Notice and the Appstore Rules, incorporated into this Agreement by reference. We reserve all other rights.

    (d) Acknowledgements

    You will be assumed to have obtained permission from the owners of the mobile telephone or handheld devices that are controlled, but not owned, by you to download or stream a copy of the Solution onto the device. You and they may be charged by your and their service providers for internet access on the device. You accept responsibility in accordance with the terms of this Agreement for the use of the Solution on or in relation to any device, whether or not it is owned by you.

    (e) Solution Limitations

    The Solution works best when used in conjunction with AdvancedLink® RFID Baling Twine through AGCO Parts (“Twine”) as it allows bales to be moved and automatically located based on GPS signal, meaning you can track the entire bale process from start to finish.  If you do not use the twine and then move the bale – you will not be able to locate the bale once you have moved it.

    (f) Inactivity Clause

    Outside the period of your subscription being active, the time between the transmitted bale information and the current time (“Inactivity Period”). When the Inactivity Period for your account exceeds 36 months, AGCO in its sole discretion may destroy Data even if the Data Retention Period has not been met. AGCO will notify you via notification from the Solution and by email to the master account that Data is subject to the Inactivity Period. The Solution will provide an export of all the raw bale data that can be downloaded via the Solution for you to transfer and share as you desire.

    (g) Payment Processing:

    Integration with Stripe: AGCO utilizes the services of Stripe for payment processing. By using our product, you agree to abide by the terms and conditions set forth by Stripe, in addition to the terms outlined in this Agreement.

    Payment Authorization: By providing payment information through our product, you authorize us to securely transmit this information to Stripe for processing. You agree to provide accurate and complete payment information and to promptly update such information as necessary to ensure continued access to our product.

    Billing and Fees: You agree to pay all fees and charges associated with your use of our product, including any applicable taxes. These fees may include subscription fees, one-time purchases, or other charges as specified during the checkout process. You acknowledge that fees are subject to change and that we will provide reasonable notice of any fee changes.

    Refunds and Disputes: Refunds and disputes related to payments processed through Stripe are subject to Stripe's own refund policies and dispute resolution procedures. We will make reasonable efforts to assist you in resolving payment-related issues, but ultimately, Stripe's policies and procedures will govern such matters.

    Data Security: We take the security of your payment information seriously and employ industry-standard measures to protect it. However, you acknowledge that no method of transmission over the internet or electronic storage is 100% secure, and we cannot guarantee absolute security of your payment information.

    Third-Party Services: Our integration with Stripe may involve the use of third-party services and APIs. You agree that we are not responsible for the performance, availability, or reliability of these third-party services, and you use them at your own risk.

    Limitation of Liability: AGCO shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses resulting from: a. Any unauthorized access to or alteration of your payment information; b. Any errors or inaccuracies in the information provided by Stripe or other third-party payment processors; c. Any interruption, suspension, or termination of our product or payment processing services; or any other matter relating to our product or the services provided by Stripe or other third-party payment processors.

    No Warranty: Our product and the services provided by Stripe are provided on an "as is" and "as available" basis without any representation or warranty, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You acknowledge and agree that your use of our product and any reliance upon Stripe's services are at your sole risk.

    (h) Please note that the Solution includes Google Maps features and content.  Use of Google Maps features and content is subject to the then-current versions of the: (1) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html; and (2) Google Privacy Policy at https://www.google.com/policies/privacy/.

    The web app uses ESRI Basemap tiles and ArcGIS SDK for JavaScript see https://www.esri.com/content/dam/esrisites/en-us/media/legal/product-specific-terms-of-use/e300.pdf

    (i) Subscription Details:

    • All subscriptions are activated on a monthly basis, per baler
    • The subscription is issued direct to the user with no intervention of the dealer. The owner of the baler is responsible for having the baler and telemetry solution in working order for the Bale Link Solution to work.
    • The authorization of balers within the Bale Link Solution is automatically conducted by matching the Vehicle Identification Number (VIN) and the email address associated with the AGCO Connect account against the user email addresses linked to the Bale Link account or the list of authorized email addresses provided by the Bale Link account owner. To register a baler in Bale Link, the email address associated with the VIN in the AGCO Connect account must be known by the person attempting registration.
    • The subscription is activated by prepaid credits that can be applied to any months that the customer chooses. For example, they can apply only 5 months of the year to be active, or all 12 months.
    • You can buy multiple months at a time, and the more months that you purchase at one time, more of a discount you will receive.
    • All purchases are facilitated in the web version of the Bale Link Solution only by an integrated link to Stripe (actual payment processor) through their redirected API.
    • No ability to spread out payments - all sales require up-front purchase
    • Once tokens are applied, they can be transferred or cancelled up until the first active day of the month it was applied on. If the month has been applied and is in the active status, it cannot be moved or refunded.
    • A customer can acquire a bank of months that can be used how they choose per month, per baler.
    • Once the customer receives data from a baler, the customer will get to keep the information whether they continue to pay in the future or not as long as it complies to the Data Retention Period and the Inactivity Period above.
    • Months that are not active or pending in the users account (can refer to it as the “Users Bale Link Wallet") can be refunded in cost, but there will be a fee associated with this type of refund.
      • The fee will disable any customer from circumventing the discount structure of buying months in bulk and selling most of them to achieve the actual number on months they want
      • The fee also covers processing and handling the return
    • Prepaid months residing in the Users Bale Link Wallet will expire if they have not been used according to the Inactivity Period in the above.

    If a user deletes their account, Bale Link will prompt them before deleting to get a refund for all remaining prepaid months in the Users Bale Link Wallet.

    Exhibit A

    AGCO Affiliates granted a license to data upon checking activation of the Service.

    You may find the list of the AGCO Affiliates valid from time to time at http://www.agcocorp.com/contact/facilities-list.html.