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TERMS AND CONDITIONS

 

These Sales Terms and Conditions including any of its exhibits (“Agreement”), is entered into by and between Lighthouse (Company) and Customer with respect to sales of equipment, devices, and other hardware and SaaS products by Lighthouse (collectively, “Products”) and any services provided by Lighthouse in connection with Customer’s purchase of such Products (the “Services”).

 

WHEREAS, Lighthouse serves as an expert advisor to farmers, food companies, and Agtech enterprises, assisting them in navigating the complexities of digital agriculture and distribution by providing the Devices and/or SaaS Services; and WHEREAS, Customer desires to purchase and receive such Devices and/or SaaS Services from Lighthouse; NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

 

Devices. Subject to the terms and conditions of this Agreement, Lighthouse shall provide Customer with the Devices and/or SaaS Services. For the avoidance of doubt: (i) Customer’s use of the Devices shall be strictly in accordance with the technical documentation for the Devices Manufacturer and any other information provided by Lighthouse in relation to the Devices (“Documentation”) The manufacturer of the Devices is accountable for the Devices.

 

SaaS Services. Subject to the terms and conditions of this Agreement, the SaaS Services shall be provided by the applicable SaaS Service Provider (“SaaS Service Provider”). For the avoidance of doubt, the grant of any license to the SaaS Services is expressly contingent upon the Customer’s execution of the SaaS License with the SaaS Service Provider (“SaaS Agreement”), which sets forth the relevant terms and conditions of the applicable SaaS Service Provider, including, without limitation, the scope of the license, usage restrictions, and any additional associated terms. The SAAS Service Provider is accountable for the SAAS Services.

 

Setup. The setup related to the Devices and SAAS Services shall be provided by Lighthouse, as detailed in the Quote provided by Lighthouse.

 

Support Services. Subject to Customer’s payment of all applicable Fees, Lighthouse and/or the SaaS Service Provider and/or the Devises manufacturer, as applicable, shall provide support and maintenance adhering to the Device or SaaS provider’s terms. Support is offered by Lighthouse Monday to Friday between 8am – 5pm Pacific time. If devices are damaged by Customer, or additional SaaS configuration is required, a quote will be provided to Customer prior to performing work.

 

Delivery. All shipments of Devices to Customer shall be made on an Ex-Works (Incoterms 2020) basis from either Lighthouse’s or the Device manufacturer’s designated facilities. Title to the Devices shall transfer from Lighthouse to the Customer upon delivery of devices to customer’s location.

 

Fees and Payment Terms; Taxes. In consideration of the supply and sale of the Devices and Services, Customer shall pay Lighthouse the Fees set forth in the Quote (“Fees”). All Fees shall be paid by Customer according to the quote or within 10 days from receipt of an invoice from Lighthouse. Lighthouse reserves the right to levy a late payment charge for outstanding amounts not received in accordance with the payment terms at a monthly compounded rate of the lower of 1.5% or the maximum legal rate on all overdue amounts until arrears plus interest have been cleared.Devices Warranty

 

Devices Warranty. A warranty for the Devices shall be provided in accordance with the device manufacturer’s standard warranty and are the sole responsibility of the Device Manufacturer (“Warranty Period”). The Devices, when used as directed in the Documentation, will be free from material defects and will substantially meet the specifications in the Documentation (“Devices Warranty”). If Customer notifies Lighthouse in writing within the applicable Warranty Period of a warranty claim, as Customer’s sole and exclusive remedy and Lighthouse’s sole liability for breach of the Devices Warranty, Lighthouse shall, at its option, either repair or replace the defective Device component(s) with new or refurbished part(s) inline with the Device Manufactures standard terms. Any repairs or replacement parts provided as part of the foregoing warranty service will not be deemed to re-start the Warranty Period and will be covered by the remainder of the applicable Warranty Period, as then in effect. Shipping and handling charges shall be borne by Customer, except where prohibited by applicable law. Should Customer wish for Lighthouse to re-install or service the Device under Warranty, Lighthouse will provide a quote to Customer to perform these services as Services are not included in Device Warranty.

 

Warranty Service Exclusions. Warranty described above exclude, and Lighthouse shall have no responsibility hereunder to support, any and all of the following: (i) Device or any portion thereof that has been altered, reconfigured or modified by Customer or any third party other than Lighthouse’s authorized customer support personnel, or any modifications made by Lighthouse at Customer’s request, if such infringement would have been avoided but for such modifications; (ii) damage to the Device caused by Customer’s (or anyone acting on its behalf) negligence, abuse or use other than as specified in the Documentation or by natural disasters or other factors beyond the control of Lighthouse; (iii) the Device has been combined or used with hardware or software not specified in the Documentation and/or not provided, recommended, or approved in writing by Lighthouse; or (iv) Customer’s continued use of the Device after receipt of notice from Lighthouse of alleged or actual infringement.

 

THIS DEVICES WARRANTY IS SOLE RESPONSIBILITY OF THE DEVICE’S MANUFACTURER AND SETS FORTH THE FULL EXTENT OF DEVICE MANUFACTURES WARRANTY RESPONSIBILITY AND IS PROVIDED IN LIEU OF ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES. LIGHTHOUSE IS IN NO WAY RESPONSIBLE OR LIABLE FOR ANY WARRANTY TO THE CUSTOMER. ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED. IN ANY EVENT, EVEN IF THE FOREGOING DISCLAIMERS ARE NOT PERMITTED BY APPLICABLE LAW, NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WILL APPLY AFTER THE EXPIRATION OF THE WARRANTY PERIOD.

 

Ownership. All rights, title, and interest, including all intellectual property rights, in and to the Devices, Services, Documentation, and Lighthouse’s Confidential Information (as defined below), shall be owned solely and exclusively by Lighthouse and/or its licensors. Nothing in this Agreement shall be deemed to constitute a waiver of Lighthouse’s intellectual property rights under any applicable law, nor shall it be construed or interpreted as such. Lighthouse and/or its licensors reserve all rights not expressly granted under this Agreement. If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Services (“Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Lighthouse and such shall be considered Lighthouse’s Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Lighthouse all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Lighthouse at its sole discretion and that Lighthouse in no way shall be obliged to make use of the Feedback.

 

Confidentiality. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary or confidential (”Confidential Information”). The receiving Party agrees: (a) not to disclose the disclosing Party’s Confidential Information to any third parties other than to its directors, officers, employees, advisors or consultants (collectively, “Representatives”) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein, and in any event, the receiving Party shall remain responsible for the acts or omissions of its Representatives to the same extent as if such acts or omissions were performed by the receiving Party; (b) not to use or reproduce any of the disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care; and (d) not to modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information disclosed to it. The obligations of each Party with respect to Confidential Information shall continue indefinitely, or until such Confidential Information becomes publicly known, other than by breach of this Agreement by the receiving Party.

 

Representations and Warranties. Each Party warrants that: (i) it has full right, power and authority necessary to enter into and perform this Agreement; (ii) this Agreement has been duly executed and delivered and is the valid and binding obligation of such party, enforceable in accordance with its terms; (iii) the execution of this Agreement by such Party and the performance of the obligations hereunder shall not violate any applicable laws or regulations, and shall not constitute or result in a breach of any other obligation, contractual or otherwise, of such Party.

 

THE DEVICES AND SERVICES ARE PROVIDED TO CUSTOMER “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. LIGHTHOUSE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER, AND AGTECH AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

 

Limitation of Liability. In no event shall either Party be liable for any consequential, indirect, special, punitive or incidental damages whatsoever, damages for loss of business profits, equipment or crop loss or failure, business interruption, loss of business information, or other pecuniary loss, arising from or in connection with this Agreement, even if such party has been advised of the possibility of such damages. The entire liability of either Party under or related to this agreement shall be limited to Fees actually paid or payable to Lighthouse by Customer during the 12 months prior to bringing the claim. without derogating from the above and in addition thereto, the limitations set forth above will not apply with respect to damages occasioned by: (i) the willful misconduct or unlawful conduct of a Party; or (ii) damages caused by either Party’s breach of its obligations with respect to confidential information.

 

Term and Termination; Effect. This Agreement shall be effective upon the Effective Date agreed to by Customer and shall continue during the Term. This Agreement may be terminated by either Party on written notice if the other Party: (i) materially breaches the terms of this Agreement, and such breach (to the extent it is capable of cure) is not cured or remedied within 30 days after written notice of the breach is given to the breaching Party; and/or (ii) shall become insolvent, cease doing business as a going concern, make an assignment for the benefit of its creditors, or admit in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy, under insolvency laws, or for receivership or dissolution, provided such proceedings are not dismissed within 45 days of their commencement. Upon termination of this Agreement for any reason: (i) the licenses granted hereunder shall automatically terminate; and (ii) each Party shall (as directed) permanently erase and/or return all Confidential Information of the other Party in its possession or control. This Section ‎12, together with Sections ‎8, 10, 11 and ‎13 shall survive termination of this Agreement.

 

General. Lighthouse undertakes the performance of its obligations under this Agreement as an independent contractor. There shall be no employer-employee relationship between Lighthouse’s employees and Customer and/or Customer’s employees and Lighthouse. All notices or other communications permitted or required to be given pursuant to this Agreement shall be in writing and shall be deemed duly given: (i) if delivered personally, at the time of delivery to the registered office of the addressee; (ii) if sent by certified mail to such address, within 5 business days after the posting thereof; or (iii) if sent via facsimile or electronic mail, upon transmission and, if applicable, electronic confirmation of receipt or, if transmitted and received on a non-business day, on the first business day following transmission and, if applicable, electronic confirmation of receipt. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflicts of law principles. Any action arising out of or in any way connected with this Agreement shall be brought exclusively in the competent courts of Delaware, USA. Customer agrees to comply fully with all applicable export laws and regulations to ensure that neither the Devices or Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such Party. Neither Party may assign any of its rights and/or obligations under this Agreement, except with the other Party’s prior written consent, except that such consent shall not be required in connection with a merger transaction, change of control, sale of all or substantially all of a Party’s assets. If any provision under this Agreement is determined by a court to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted, and the remainder of the Agreement will continue in effect. The Parties have read this Agreement, and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the Parties and supersedes all previous communications between them, oral or written, relating to the subject matter hereof..