DATA AND BRAND

Your Data. You shall own and retain all right, title and interest in and to Your Data. You hereby grant to Us a non-exclusive, non-transferable license to access, use, reproduce and prepare derivative works based on Your Data for the purpose of providing the Services hereunder and to improve or enhance the Services. This license includes use of Your Data to compile, use and disclose anonymous, aggregated statistics that include Your Data, provided that no such information will directly identify and cannot reasonably be used to identify You or Your Users. You shall be solely responsible for ensuring that You have obtained all necessary third party consents and made all required disclosures in connection with the foregoing grant.

Security. We will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data.

Branding. You grant to Us a non-exclusive, non-transferable (except as permitted under Section 10.7), limited right to use Your name, trademarks, and logos in the provision of the Services, publishing of material on Our website, and production of marketing materials to promote Our products and services, which may include the disclosure of Your relationship with Us. In the event that We include Your name, trademark or logo on Our website or production of any marketing materials, We shall be required to obtain Your permission and notify You of the nature of such use.

Ownership by Us. The Services, Aggregate Data and all derivative works, modifications and improvements to any of the foregoing, and all Intellectual Property Rights in or relating to any of the foregoing, are and shall remain Our exclusive property. Our brand features, including without limitation its corporate and product names and logos are trademarks of Ours or third parties, and no right or license is granted to use them.

Profit Share. In the event that We choose to sell or license Aggregate Data-related products to Non-Producers, We shall collectively pay Producer customers twenty-five percent (25%) of the net profits received therefrom. The amount We pay You shall be calculated in proportion to the number of acres on which You pay for service as part of Your subscription and the tenure of Your subscription, with longer-subscribing customers receiving higher profit share payments. In addition, We will provide You with annual updates on Our data licensing business in addition to any profit share payments You are due. The exact characterization of net profit We realize from selling or licensing Aggregate Data-related products and who is considered a Producer or Non-Producer shall be in Our sole determination. We will never sell Aggregate Data-related products to state or federal government agencies.

Data Storage and Retention. Upon request within thirty (30) days following expiration or termination of this Agreement, You shall have the opportunity to: (a) obtain Your Data from the Services in generally accessible electronic formats, and/or (b) request that We permanently remove any directly identifying information from Your Data and User accounts from Our platform, storage files and products. In the event of either request, We shall have three (3) months to comply, after which We have the right to retain any non-identifiable aspects of Your Data. After the thirty (30) day period following expiration or termination of this Agreement, We have no obligation to maintain, delete Your Data or provide Your Data to You, although We may keep a record of Your Data in compliance with the surviving provisions of this Agreement.

 

CONFIDENTIALITY

Definition. “Confidential Information” means all confidential or proprietary information of You or Us disclosed to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to, marketing plans, budgets, financial information, technology, technical information, methods, processes, techniques, designs, computer programs and other business information. Without limiting the coverage of these confidentiality obligations, the parties acknowledge and agree that: (a) Your Confidential Information shall include Your Data and (b) Our Confidential Information shall include Our Services, Aggregate Data and all derivative works, modifications and improvements to such data made in conformance with Section 3.1, the terms and conditions of this Agreement, pricing and other terms set forth in all Order Forms hereunder.

Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure without restriction on use or disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on use or disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Nondisclosure. Subject to the express permissions of this Agreement, We and You will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms or by You or Us in respect to the Confidential Information each of us owns, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of Our respective employees, service providers, consultants, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. Except for the aforementioned employees, service providers, consultants, representatives and agents who would have access to Your Data on a confidential basis, and any potential Compelled Disclosure as described in Section 4.4 below, We will not provide third parties with access to Your Data without first obtaining your consent.

Compelled Disclosure. We may also access or disclose information about You, Your Users, Your Accounts, including Your Data, in the event that We (a) are required by an applicable court, legislative or administrative body, or Federal or State law of the United States, to disclose Confidential Information; or (b) believe in good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

 

DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

Aggregate Data” means all content, data and other information generated by Our Services, excluding Your Data but including use of Your Data to develop aggregate data and analyses.

Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

“Non-Producer” or “Non-Producers” mean a party or parties for whom the sale of agricultural crops and/or livestock is not the principal source of revenue.

“Producer” or “Producers” mean a party or parties for whom the sale of agricultural crops and livestock is the principal source of revenue.

Services” means farm management software, information management tools, decision support services and any other services provided by Us to You under this Agreement.

“User” or “Users” mean an individual or individuals who are authorized by You to use the Services, to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, or third parties with whom You transact business.

“We,” “Us” or “Our” mean the company referred to as Granular, Inc. with a place of business at 425 2nd Street, Suite 301, San Francisco, CA 94107, and Affiliates of Granular, Inc.

“You” or “Your” mean the company or companies or other legal entity or entities for which you are accepting this Agreement, and Affiliates of that company, companies, entity or entities.

Your Data” means information and data identifiable to You. This includes, but is not exclusive to the following data that identify You:

i. Operational and agronomic data such as plans or actuals related to planting, product application, scouting, irrigation, harvesting and other activities, including what products are used, which tasks are done when, and by whom;

ii. Land data such as digital shape files of Your field boundaries as well as ownership and lease information related to those field boundaries;

iii. Financial data such as costs associated with operational and agronomic activities, contracts and settlement information, and other data related to revenue, costs or resultant profit for Your operation;

iv. Machine data that is imported on Your behalf from third-party equipment manufacturers or software companies; and

v. Weather and climate data sourced through Your proprietary weather stations or other private sources.

Your Data excludes any information or data identifiable to You that was in Our lawful possession prior to the disclosure, is publicly known through no act or omission of Ours, is rightfully disclosed to Us by a third party without restriction on use or disclosure, or is independently developed by Us, which independent development can be shown by written evidence.

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