AgFlo Terms of Use

Version: 1.0

Effective Date: October 28, 2026 (the “Effective Date”)

Last Updated: October 28, 2026

These Terms of Use (the "Terms") govern access to and use of the Sensors and/or the Services, including but not limited to the Platform, the associated digital services, features, data, and integrations.

These Terms constitute a legally binding agreement between:

AgFlo Solutions Inc., a corporation incorporated under the laws of Quebec, having its principal place of business at 1727, de la Fresniere, Chambly, Quebec J3L 0M5, Canada (hereinafter "AgFlo");

and

the individual, entity, organization, or other person that accesses or uses the Services, or purchases, owns, operates, or uses AgFlo Sensors (the "Customer").

AgFlo and the Customer are collectively referred to as the “Parties”, or individually as the “Party”. For clarity, any authorized individual accessing the Services on behalf of the Customer is referred to as a "User."

These Terms replace and supersede any prior understandings, representations, and agreements regarding access to and use of the Services, including any use of the Sensors in connection with the Services. If the Customer or any User accessed or used such Services before the Effective Date, the Customer agrees that these Terms apply to the Parties' ongoing relationship and, to the fullest extent permitted by applicable law, to such prior access and use by the Customer or the User.

By accessing the Platform, creating an Account, using the Services, or continuing to do so after the Effective Date, the Customer and each User acknowledge that they have read, understood, and agree to be bound by these Terms.

For greater certainty, these Terms do not replace, amend, or supersede the Terms and Conditions of Sale or any other commercial agreement between AgFlo and the Customer.

1. Definitions

For the purposes of these Terms, the following terms have the meanings set out below.

1.1 "Account"

Means the individual account assigned to a User for accessing the Services.

1.2 "AgFlo Support"

Means authorized AgFlo personnel who may access all information related to the Sensors and the Services, including without limitation Customer Data, as reasonably necessary to provide technical support, diagnose issues, and administer the Services.

1.3 "Customer Data"

Means the operational data associated with the Customer's Sensors and facilities, including, without limitation:

• •distance measurements;
• •estimated inventory levels and volumes;
• •inventory history;
• •installation parameters;
• •battery information;
• •connectivity data; and
• •alerts received by the User and/or the Customer in connection with the Services.

Customer Data does not include AgFlo software, algorithms, mathematical models, calculation methods, internal diagnostic data, general technical metadata, or any intellectual property owned by AgFlo.

1.4 "Installer" or "Technician"

Means a User authorized to install, activate, configure, diagnose, maintain, or service Sensors and their associated settings.

1.5 "Organization"

Means the logical environment configured within the Platform to group the Users, facilities, silos, and Sensors belonging to a Customer.

1.6 "Organization Administrator"

Means the User authorized to manage an Organization, including its facilities, Sensors, settings, invitations, and User access rights.

The Organization Administrator is generally the owner of the Sensors or a person designated by the owner.

1.7 "Platform"

Means the AgFlo digital ecosystem through which Sensor data is collected, processed, stored, analyzed, and made available to Users.

1.8 "Portal"

Means the AgFlo web application and any digital interface made available by AgFlo for accessing the Services.

1.9 "Read-Only User"

Means a User who has been granted permission by an Organization Administrator to view specific Customer Data without modifying it.

1.10 "Sensor"

Means an AgFlo IoT device installed on a feed bin, grain bin, silo, or other compatible equipment for the purpose of collecting and transmitting operational and technical measurements to the Platform.

1.11 "Services"

Means collectively the Platform, Sensor-related features, data communications, alerts, AgFlo software updates, support services, Webhooks, and all other digital services provided by AgFlo.

1.12 "System Administrator"

Means an authorized AgFlo representative who has the authority to administer the technical operation of the Platform.

1.13 "Webhook"

Means a feature that enables AgFlo to automatically transmit selected Customer Data, by means of an HTTP POST request in a structured format, including JSON, to a destination URL configured for a third-party system.

2. Scope of these Terms

2.1 Scope

These Terms govern access to and use of the Services, including any use of the Sensors in connection with the Services. Matters relating to the sale, purchase, delivery, physical installation, pricing, payment, and warranty of Sensors or any other products sold by AgFlo, of Services, and of subscriptions are governed by the Terms and Conditions of Sale and any applicable commercial proposal, quotation, order, purchase order, or other agreement entered into between AgFlo and the Customer.

2.2 Related Documents

These Terms shall be read together with the following documents, where applicable:

• a)AgFlo's Terms and Conditions of Sale;
• b)AgFlo's Privacy Policy; and
• c)any proposal, quotation, order, commercial agreement, or other written agreement in effect between AgFlo and the Customer.

2.3 Order of Precedence

Unless expressly agreed otherwise by AgFlo in writing, the following order of precedence shall apply in the event of any inconsistency:

• a)a written agreement signed by AgFlo and the Customer;
• b)the applicable order or purchase order accepted by AgFlo, or accepted quotation;
• c)the Terms and Conditions of Sale;
• d)these Terms;
• e)any policies, guides, or informational documents published by AgFlo.

For matters specifically relating to the processing of Personal Information (as defined in the Privacy Policy), the Privacy Policy shall prevail.

3. Eligibility and Authority

3.1 Business Use

The Services are intended for commercial, agricultural, institutional, and professional use.

3.2 Authority to Bind the Customer

Any individual creating an Organization, using the Services, or accepting these Terms on behalf of an entity or person represents and warrants that they have the authority to bind such entity or person.

3.3 Invited Users

The Sensor owner or Organization Administrator may invite to the Platform any person they deem appropriate, including:

• •employees;
• •consultants;
• •nutritionists;
• •feed suppliers;
• •distributors;
• •installers and technicians;
• •other authorized business partners.

The Customer remains solely responsible for determining who should be granted access and for ensuring that such access complies with these Terms and all applicable technical, contractual, legal, confidentiality, and privacy obligations.

4. Account Creation and Management

4.1 Individual Accounts

Each User must maintain an individual Account, which may not be shared with any other individuals or third parties.

4.2 Accurate Information

Users shall provide accurate, complete, and up-to-date information when creating and maintaining their Account.

4.3 Credentials

Users are responsible for safeguarding their passwords and authentication credentials and shall not disclose them to any other individuals or third parties.

4.4 Activities Performed Through an Account

Subject to applicable law, all activities carried out through an Account shall be deemed to have been authorized by the Account holder or by the Customer.

The Customer shall promptly notify AgFlo of any unauthorized activity, actual or suspected security breach, compromised credentials, or other security incident.

4.5 Customer Responsibilities

The Customer is solely responsible for:

• a)managing all Users associated with its Organization;
• b)assigning appropriate roles and permissions within the Platform, as further detailed in Section 5 below;
• c)promptly removing unnecessary access rights to the Services;
• d)disabling Accounts belonging to employees, representatives, contractors, or suppliers who no longer require access;
• e)maintaining current contact information for Organization Administrators;
• f)all use of the Services by Users invited under its Organization.

5. Roles and Permissions

5.1 Available Roles

Subject to the Customer's subscription and the features available on the Platform, AgFlo may provide the following User roles:

• a)System Administrator;
• b)Organization Administrator;
• c)Read-Only User;
• d)Installer or Technician;
• e)AgFlo Support.

AgFlo may modify, add, remove, or rename available roles as the Platform and Services evolve, provided that such changes do not materially reduce the Customer's contractual rights.

5.2 Organization Administrator

Subject to the functionality available within the Platform, an Organization Administrator may:

• a)invite or remove Users;
• b)assign or modify User roles and permissions;
• c)grant access to specific facilities or silos;
• d)view and configure Sensors;
• e)configure alerts;
• f)request the activation of Webhooks or other supported integrations; and
• g)manage certain Organization settings.

The Organization Administrator is responsible for ensuring that permissions granted to Users remain appropriate and current, in compliance with these Terms.

5.3 Read-Only User

A Read-Only User may access only the Customer Data that an Organization Administrator has authorized them to view.

Unless expressly authorized by AgFlo or by an Organization Administrator through available Platform functionality, a Read-Only User may not modify:

• a)Sensor configurations;
• b)Organization settings;
• c)User permissions;
• d)installation parameters; or
• e)any other configuration affecting the operation of the Services.

5.4 Installers and Technicians

Installers and Technicians may be granted limited access to the functions required to:

• a)install Sensors;
• b)activate Sensors;
• c)configure installation parameters;
• d)perform diagnostic procedures;
• e)maintain Sensors; and
• f)perform other technical tasks authorized by the Customer or AgFlo.

The scope of such access shall be limited to what is reasonably necessary for the performance of those duties.

5.5 Access by AgFlo

AgFlo may access Accounts, Customer Data, Organizations, configuration settings, and technical information as necessary to:

• a)provide, maintain, secure, or improve the Services;
• b)provide technical support;
• c)diagnose technical issues;
• d)deploy software, firmware, or configuration updates;
• e)investigate or prevent misuse of the Services;
• f)comply with any applicable legal obligations; or
• g)protect the rights, property, security, or safety of AgFlo, its Customers, Users, or any third parties.

AgFlo limits such access to authorized personnel who require it in the performance of their duties and who are subject to confidentiality obligations.

6. Platform Features

Subject to the Customer's subscription, feature availability, and equipment compatibility, the Platform may enable the Customer to:

• a)view estimated inventory levels;
• b)review historical measurements;
• c)display charts, trends, and historical analyses;
• d)monitor battery status;
• e)access information relating to LTE or LTE-M connectivity and signal quality;
• f)monitor Sensor status;
• g)install, activate, and configure Sensors;
• h)configure installation parameters;
• i)create and manage alerts;
• j)delegate access to Customer Data; and
• k)connect compatible Webhooks or integrations with third-party systems, with AgFlo's assistance where required.

AgFlo may add, modify, replace, limit, suspend, or discontinue Platform features from time to time as part of the normal evolution of the Services.

Where reasonably practicable, AgFlo will provide advance notice of material changes that affect the Customer’s use of the Platform.

7. License to Use the Platform

7.1 Limited License

Subject to payment of all applicable fees and continued compliance with these Terms, AgFlo grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform during the term of its subscription solely for the Customer's internal business purposes.

The Customer shall not use the Platform except as expressly authorized by these Terms.

7.2 Ownership and No Transfer of Rights

The license granted to the Customer under these Terms does not transfer to the Customer any ownership interest or proprietary rights in the Platform, or the AgFlo Intellectual Property (as defined in Section 20 (Intellectual Property) of these Terms).

No rights or licenses are granted by implication, estoppel, or otherwise, and all rights not expressly granted to the Customer remain reserved by AgFlo.

8. Subscription and Access to the Services

8.1 Subscription Structure

Unless otherwise agreed in writing, subscriptions to the Services are billed annually in advance on a per-silo basis.

The applicable subscription fees and payment terms are specified in the Customer's quotation, order, or any other written commercial agreement in effect between AgFlo and the Customer.

8.2 Renewal

Renewal terms shall be those specified in the applicable quotation, order, the Terms and Conditions of Sale, or any other written agreement in effect between AgFlo and the Customer.

8.3 Non-Payment

If any amount remains unpaid after its due date, AgFlo may provide the Customer with a grace period of up to thirty (30) days to cure the payment default.

At any time following the due date, including during or after any such grace period, AgFlo may suspend access to Customer Data, the Platform or any of its features, and Services associated with the silo(s) for which the applicable subscription fees have not been paid.

Nothing in this Section limits any other rights or remedies available to AgFlo under these Terms, the Terms and Conditions of Sale, or applicable law.

8.4 Service Reinstatement

Reinstatement of suspended Services may be conditioned upon:

a) payment in full of all outstanding amounts;
b) payment of any reasonable reactivation fees, where applicable; and
c) completion of any reasonable administrative or technical procedures required to restore access.

8.5 Partial Suspension

Where technically feasible, AgFlo may suspend access only with respect to the specific silo(s), Sensors, or Services affected by the Customer's payment default, while maintaining access to unaffected Services.

Nothing in this Section obligates AgFlo to provide partial suspension where doing so would be technically impracticable or commercially unreasonable.

9. Installation and Configuration

9.1 Accuracy of Configuration Information

The Customer is responsible for providing accurate and complete information regarding its facilities and silos, including, without limitation, their dimensions, geometry, capacity, construction type, and any other parameters requested by AgFlo.

The accuracy of the Services depends, in part, upon the accuracy of such information supplied by the Customer.

9.2 Proper Installation, Operation and Maintenance

The Customer shall install, operate, and maintain the Sensors in accordance with AgFlo's installation instructions, documentation, and all applicable safety requirements.

Improper installation, inaccurate configuration, or relocation of a Sensor, structural modifications to a silo, or changes to the material stored in the silos, may adversely affect the accuracy of measurements and calculations provided by the Platform. AgFlo is not responsible for any inaccuracy, error, interruption, or other issue resulting from any of the foregoing circumstances.

9.3 Sensor Configuration

As it relates to the Sensors, the Customer shall be solely responsible for all configuration parameters, for verifying such parameters, and for correcting any error, omission, or inaccurate parameters that could affect measurements, calculations, alerts, or other Services. The Customer shall also ensure that such configuration parameters remain accurate and up to date following any change to the Sensors, silos, materials stored in the silos, or any other operating conditions.

9.4 Operating Environment

The Customer is solely responsible for determining whether the installation and operation, and use of the Sensors are suitable for, and legally permitted within, its operating environment.

Nothing in these Terms shall be construed as engineering, structural, safety, regulatory, or legal advice.

10. Nature and Accuracy of Measurements

10.1 Estimates Only

All measurements, inventory levels, estimated volumes, projected depletion dates, trends, forecasts, and other information displayed through the Platform constitute estimates only.

They are not certified measurements, guaranteed quantities, legally verified metrological results, professional advice, or professional engineering opinions.

10.2 Calculation Methodology

Volume calculations and related estimates are generated using a combination of:

• a)measurements collected by the Sensors;
• b)AgFlo’s proprietary mathematical models;
• c)silo configuration parameters;
• d)dimensions supplied by the Customer;
• e)assumed or known characteristics of the stored material; and
• f)AgFlo's proprietary algorithms and signal-processing methods.

AgFlo may modify these calculation methods from time to time in order to improve the accuracy, reliability, or performance of the Services.

10.3 Factors Affecting Accuracy

Measurement accuracy may be affected by numerous factors beyond AgFlo's reasonable control, including:

• a)installation quality and Sensor placement;
• b)actual silo geometry;
• c)density and characteristics of the stored material;
• d)the actual surface profile of the material;
• e)product accumulation on silo walls;
• f)bridging, cavities, slopes, or other irregular material formations;
• g)dust, condensation, moisture, or foreign objects;
• h)environmental and temperature conditions;
• i)vibration, acoustic noise, or electromagnetic interference;
• j)Sensor configuration and condition; and
• k)network connectivity or transmission delays.

Accordingly, AgFlo does not warrant that every measurement or estimate will be accurate under all operating conditions.

10.4 Missing or Delayed Data

Values displayed within the Platform may occasionally be delayed, incomplete, temporarily unavailable, or based on the most recent measurement successfully received by AgFlo.

Accordingly, the Customer is responsible for verifying the timestamp of the measurement and the communication status of the applicable Sensor before relying on displayed information.

10.5 Data Anomalies

Where the Customer believes that displayed information is inconsistent with field observations or otherwise appears abnormal, the Customer shall promptly notify AgFlo.

AgFlo may, at its discretion, investigate, correct, reprocess, suppress, or remove information that is determined to be materially inaccurate or technically invalid.

11. Decision Support Tool

11.1 No Automated Operational Control

The Platform is intended solely as an inventory management and operational decision-support tool.

It is not an autonomous control system and shall not be relied upon to automatically control production, purchasing, inventory replenishment, feeding operations, or any other operational process.

11.2 Independent Verification

Information provided through the Platform shall not be used as the sole basis for any critical operational or business decision, including decisions relating to:

• a)feed or raw material purchasing;
• b)animal feeding or animal welfare;
• c)production planning;
• d)deliveries;
• e)contractual commitments;
• f)financial decisions; or
• g)the safety of persons or property.

The Customer shall be responsible for maintaining appropriate human oversight and independent verification procedures.

11.3 Customer Responsibility

The Customer remains solely responsible for:

• a)inventory management;
• b)purchasing decisions;
• c)production planning;
• d)operational decisions;
• e)facility management; and
• f)all consequences arising from reliance upon Customer Data or Platform outputs.

Nothing in the Platform replaces the Customer's professional expertise, or operational and commercial judgment. The Customer remains solely responsible for evaluating and acting upon any information, recommendations, insights, alerts, estimates, forecasts, or other outputs generated by the Platform.

12. Alerts

12.1 Alert Functionality

Subject to the Customer's subscription, contact information, configuration settings, and the availability of applicable communication services, the Platform may send alerts by email, SMS, or other supported communication methods.

12.2 Reasonable Commercial Efforts

Alerts are provided on a reasonable commercial efforts basis only.

AgFlo does not guarantee that any alert will be generated, transmitted, delivered, received, or acted upon within any specific period of time.

12.3 Circumstances Beyond AgFlo's Control

Alerts may be delayed, blocked, misdirected, duplicated, or not delivered due to circumstances beyond AgFlo’s control, including without limitation:

• a)cellular or Internet outages;
• b)incorrect email addresses or telephone numbers;
• c)spam or security filters;
• d)failures of telecommunications providers;
• e)recipient device failures;
• f)delayed Sensor transmissions;
• g)configuration errors; or
• h)maintenance activities or technical incidents.

12.4 Alerts Are Not a Sole Monitoring Mechanism

The Customer shall not rely exclusively upon alerts in connection with its business or operational decisions and processes, including, without limitation, for inventory monitoring, procurement decisions, operational continuity, or stockout prevention.

The Customer remains responsible for maintaining appropriate operational monitoring and verification procedures.

12.5 Telecommunications Charges

The Customer's telecommunications provider may charge fees for SMS messages, mobile data, or other communications.

All such charges remain the sole responsibility of the Customer.

13. Cellular Networks and Connectivity

13.1 Independent Providers

The Sensors and Services rely upon third-party cellular networks, Internet infrastructure, cloud-service providers, telecommunications providers, and other independent service providers. AgFlo does not control, and shall not be responsible or liable for, the availability, performance, acts, omissions, failures, interruptions, delays, or outages of any such third-party services or providers.

13.2 No Control Over Third-Party Networks

AgFlo neither owns nor controls third-party communication networks and therefore does not guarantee:

• a)LTE or LTE-M coverage;
• b)availability of any network operator;
• c)continuity of cellular service;
• d)signal strength or quality;
• e)radio performance;
• f)roaming availability;
• g)continued availability of any specific technology or frequency band; or
• h)uninterrupted or error-free data transmission.

13.3 Coverage Variability

Coverage and signal quality may vary depending upon geographic location, building materials, topography, weather conditions, network congestion, carrier policies, and numerous other factors outside AgFlo's reasonable control.

13.4 Technological Changes

Third-party network operators may modify, suspend, discontinue, or replace technologies, frequency bands, roaming agreements, or communication services.

AgFlo may implement reasonable technical adaptations where practicable but cannot guarantee continued operation under every circumstance.

13.5 No Service Breach

Interruptions, limitations, degradation, delays, or outages caused by third-party network providers or insufficient network coverage shall not, by themselves, constitute a breach of these Terms or a failure by AgFlo to satisfy any service availability objective.

14. Webhooks, Integrations, and Third-Party Systems

14.1 Activation

An Organization Administrator may request that AgFlo configure a Webhook or another supported integration with a compatible third-party system, in which case, additional fees may apply.

All Webhook configurations remain under the administrative control of authorized AgFlo personnel at all times, and AgFlo may make modifications to such configurations as required.

14.2 Operation

Once configured, a Webhook may automatically transmit selected Customer Data through an HTTP POST request, typically in JSON format, to the destination specified by the Customer.

14.3 No Direct API Rights

Unless expressly authorized by AgFlo in writing, the Customer shall not develop, activate, or operate any direct integration with AgFlo's internal systems.

Access to a Webhook does not constitute:

• •access to AgFlo's internal APIs;
• •a general right to access Platform databases;
• •permission to extract Platform information by automated means; or
• •a license to reverse engineer the Platform.

14.4 Customer Responsibilities

The Customer is solely responsible for:

• a)the accuracy and security of the destination endpoint;
• b)its authorization to use any third-party system;
• c)the availability, security, operation, and performance of such system;
• d)the manner in which the third party receives, stores, processes, uses, or discloses Customer Data;
• e)compliance with the third party's contractual terms; and
• f)all instructions provided to AgFlo regarding Webhook configuration.

14.5 Third-Party Services

AgFlo neither owns nor operates third-party systems and assumes no responsibility for their availability, security, functionality, performance, compatibility, or compliance.

Errors, interruptions, delays, duplication, corruption, or loss of Customer Data attributable to third-party systems shall not constitute a failure of the Services.

14.6 No Warranty

Webhooks and integrations are provided by AgFlo "as is" and "as available."

AgFlo does not warrant uninterrupted, real-time, complete, accurate, unique, secure, or error-free delivery of transmitted Customer Data.

Customers are responsible for designing their systems to accommodate duplicate messages, delayed deliveries, interruptions, and transmission failures.

14.7 Suspension

AgFlo may suspend, restrict, or disable any Webhook or integration that, as determined by AgFlo:

• a)overloads or threatens Platform infrastructure;
• b)generates abnormal traffic;
• c)creates a security risk;
• d)uses an invalid or insecure endpoint;
• e)violates these Terms; or
• f)negatively affects the Platform or other customers.

Where reasonably practicable, AgFlo will notify the Customer before or promptly after such suspension.

15. Updates and Maintenance

15.1 Platform Updates

AgFlo may, from time to time, modify, update, enhance, or replace the Services in order to improve performance, reliability, security, functionality, or regulatory compliance.

Such updates may include, without limitation, bug fixes, security patches, interface improvements, new features, modifications to existing features and functionality, and the removal of obsolete features.

15.2 Firmware Updates

AgFlo may remotely deploy firmware, software, configuration, or security updates to Sensors where technically feasible.

The Customer acknowledges that such updates may be necessary to maintain the security, reliability, compatibility, or proper operation of the Services.

15.3 Maintenance Windows

AgFlo may perform scheduled maintenance that temporarily affects the availability of the Platform or certain Services.

Where reasonably practicable, AgFlo will provide advance notice of scheduled maintenance expected to materially affect customers.

15.4 Emergency Updates

AgFlo may deploy emergency updates and perform emergency maintenance at any time without prior notice where reasonably necessary to, without limitation:

• a)address security vulnerabilities;
• b)correct critical software defects;
• c)protect Platform integrity;
• d)comply with applicable legal or regulatory requirements; or
• e)prevent material disruption of the Services.

15.5 Compatibility

The Customer acknowledges that continued use of certain Platform features may require supported browsers, operating systems, mobile devices, firmware versions, or compatible third-party technologies.

AgFlo shall not be responsible for incompatibilities arising from obsolete, unsupported, or improperly configured Customer equipment, software, or systems.

16. Platform Availability

16.1 Availability

AgFlo will use commercially reasonable efforts to make the Platform available on a continuous basis.

Except where expressly set forth in a separate written Service Level Agreement (SLA) provided by AgFlo, AgFlo does not guarantee uninterrupted or error-free availability of the Platform.

16.2 Planned Interruptions

Availability of the Platform may be affected by scheduled maintenance, software upgrades or updates, infrastructure improvements, or other planned operational activities.

16.3 Unplanned Interruptions

The Platform may also experience interruptions resulting from circumstances beyond AgFlo's reasonable control, including without limitation:

• a)failures of cloud infrastructure;
• b)telecommunications outages;
• c)Internet disruptions;
• d)cyberattacks;
• e)denial-of-service attacks;
• f)failures of third-party services;
• g)force majeure events;
• h)emergency maintenance; or
• i)any other unforeseen technical, operational, or security incidents.

16.4 No Guarantee of Continuous Operation

The Customer acknowledges that no Internet-based service can be guaranteed to operate continuously without interruption.

Temporary interruptions shall not constitute a breach of these Terms by AgFlo or of AgFlo’s obligations, unless otherwise expressly agreed in writing by AgFlo.

17. Technical Support

17.1 Support Services

AgFlo may provide technical support relating to the installation, configuration, operation, maintenance, or troubleshooting of the Platform and Sensors.

The scope of support and any applicable fees depends upon the Customer's subscription, the agreement between the Parties on the commercial terms related to such support, and applicable support policies.

17.2 Methods of Support

Support may be provided through one or more of the following methods, as determined by AgFlo:

• a)email;
• b)telephone;
• c)remote assistance;
• d)documentation;
• e)online knowledge base;
• f)remote diagnostics; or
• g)other communication methods designated by AgFlo.

17.3 Customer Cooperation

The Customer agrees to fully cooperate with AgFlo in resolving technical issues, including but not limited to, by providing reasonably requested information, diagnostic data, photographs, configuration details, log files, or access necessary for troubleshooting.

17.4 No Guaranteed Resolution Time

Unless otherwise agreed by AgFlo in writing, AgFlo does not guarantee any specific response time, resolution time, or service level.

18. Customer Responsibilities

The Customer shall:

• a)use the Platform in accordance with these Terms;
• b)ensure that Users comply with these Terms;
• c)maintain accurate installation and configuration information;
• d)protect Account credentials;
• e)promptly report security incidents or unauthorized access to AgFlo;
• f)maintain appropriate operational procedures independent of the Platform;
• g)comply with all applicable laws and regulations;
• h)ensure that all Users possess the authority necessary to access Customer Data; and
• i)use the Services in a manner that does not interfere with the Platform or other customers.

19. Acceptable Use

The Customer and its Users shall not:

• a)use the Services for any unlawful purpose;
• b)attempt to gain unauthorized access to the Platform, another customer's information, or AgFlo's systems;
• c)interfere with, disrupt, overload, or impair the Platform or its infrastructure;
• d)introduce malicious code, malware, ransomware, viruses, worms, or other harmful software into the Platform;
• e)attempt to bypass authentication, security controls, encryption, or access restrictions;
• f)copy, reproduce, modify, distribute, lease, sublicense, sell, or commercially exploit the Services except as expressly authorized by AgFlo in writing;
• g)reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, models, or internal architecture of the Platform, except to the extent such restriction is prohibited by applicable law;
• h)use automated tools to scrape, extract, harvest, or systematically collect Platform information, except through integrations expressly authorized by AgFlo in writing;
• i)use the Services in any manner that infringes the rights of AgFlo or any third party; or
• j)use the Services to develop, train, improve, benchmark, validate, or support a competing product or service.

20. Intellectual Property

20.1 Ownership

The Platform, Services, AgFlo’s software, firmware, algorithms, models, artificial intelligence systems, machine-learning models, analytics, databases, documentation, interfaces, APIs, Webhooks, designs, graphics, trademarks, trade names, copyrights, patents, know-how, trade secrets, and all related intellectual property and proprietary rights (collectively, the “AgFlo Intellectual Property”) remain the exclusive property of AgFlo or its licensors.

Except for the limited license expressly granted under these Terms, no rights in the AgFlo Intellectual Property are granted to the Customer.

20.2 Feedback

The Customer may provide comments, suggestions, recommendations, feature requests, or other feedback concerning the Services (individually or collectively, “Feedback”).

Unless otherwise agreed in writing, AgFlo may, at its discretion, use, modify, adapt, incorporate, reproduce, disclose, distribute, and commercialize any Feedback without restriction or compensation due to the Customer.

21. Customer Data

21.1 Ownership

As between AgFlo and the Customer, the Customer retains ownership of its Customer Data.

Nothing in these Terms transfers ownership of Customer Data to AgFlo.

21.2 License to Use Customer Data

The Customer grants AgFlo a non-exclusive, worldwide, royalty-free, fully paid-up license to collect, use, access, transmit, host, store, process, analyze, and reproduce the Customer Data solely for the purposes of:

• a)providing the Services and related support;
• b)maintaining and improving the Services;
• c)performing its obligations under these Terms;
• d)performing diagnostics;
• e)ensuring security;
• f)creating Derived Data (as defined below);
• g)complying with legal obligations; and
• h)any other purposes authorized under the Privacy Policy.

21.3 Aggregated and Anonymized Data

AgFlo may, during the Term, generate, compile, use, reproduce, modify, distribute, disclose, retain, and commercialize aggregated, statistical, anonymized, or de-identified information derived from Customer Data (collectively, the “Derived Data”) for any lawful purposes including but not limited to:

• a)improving the Services;
• b)developing new products and services;
• c)statistical analysis;
• d)benchmarking;
• e)machine learning and artificial intelligence;
• f)research and development; and
• g)business analytics.

The Derived Data shall not identify the Customer or any individual.

Derived Data generated in accordance with this section does not constitute Customer Data, and AgFlo may use the Derived Data during the term and thereafter, without restriction or obligation to the Customer.

As between the Parties, AgFlo shall own all right, title, and interest, including all intellectual property rights, in and to such Derived Data, as well as any analytics, reports, benchmarks, insights, models, algorithms, datasets, or other materials generated by AgFlo from such Derived Data.

22. Confidentiality

Each party (the “Receiving Party”) shall protect the business, technical, commercial, financial, and other confidential or proprietary information ("Confidential Information”) received from the other party (the “Disclosing Party”) using at least the same degree of care that it applies to its own confidential information, and in no event less than a reasonable standard of care. The Receiving Party shall use such Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms. Confidential Information may be disclosed by the Receiving Party to its employees, contractors, professional advisers, and other representatives who have a legitimate need to know and are bound by confidentiality obligations.

These confidentiality obligations do not apply to information that:

• a)is publicly available without breach of a confidentiality obligation;
• b)was lawfully known by the Receiving Party before disclosure by the Disclosing Party;
• c)is lawfully obtained by the Receiving Party from a third party without confidentiality restrictions;
• d)is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or
• e)is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives notice of such to the Disclosing Party where legally permitted.

These confidentiality obligations shall survive termination or expiration of these Terms for a period of five (5) years, except with respect to trade secrets, which shall remain protected for so long as they retain their status as trade secrets under applicable law.

23. Privacy and Personal Information

AgFlo processes Personal Information in accordance with its Privacy Policy and applicable privacy legislation. By using the Services, the Customer acknowledges having reviewed AgFlo's Privacy Policy and agrees that Personal Information may be collected, used, disclosed, retained, and otherwise processed as described therein.

Where the Customer provides Personal Information relating to third parties, the Customer represents and warrants that it has obtained all authorizations, notices, consents, and other rights required under applicable law.

24. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, THE SENSORS, ALERTS, ESTIMATES, FORECASTS, RESULTS, WEBHOOKS, SOFTWARE, FIRMWARE, DOCUMENTATION, AND ALL RELATED SERVICES, INCLUDING WITHOUT LIMITATION, SUPPORT SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE."

AGFLO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, TITLE, AND QUIET ENJOYMENT. AGFLO DOES NOT WARRANT THAT THE SERVICES WILL ACHIEVE ANY INTENDED RESULT, BE UNINTERRUPTED, ERROR-FREE, SECURE, AVAILABLE AT ALL TIMES, OR COMPLETELY ACCURATE.

25. Limitation of Liability

25.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGFLO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, LOSS OF SAVINGS, LOSS OF OPPORTUNITY,LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SIMILAR LOSS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

25.2 Liability Cap

Except for liability that cannot legally be excluded, AgFlo's total aggregate liability arising for all claims arising out of or relating to the Services and these Terms, whether in contract, tort (including negligence), strict liability, or otherwise shall not exceed the total fees actually paid by the Customer to AgFlo for the applicable Services during the twelve (12) months immediately preceding the event giving rise to the claim.

For greater certainty, where a claim relating to Services may arise under these Terms, the Terms and Conditions of Sale, an order, or any combination thereof, the liability limitations applicable to Services shall be deemed to constitute a single aggregate limitation of liability and not separate or cumulative limitations of liability. Any amount recovered in respect of a Services-related claim under one agreement shall reduce, on a dollar-for-dollar basis, the amount recoverable under the other agreement.

25.3 Essential Basis of the Bargain

The Parties acknowledge that the pricing of the Services reflects the allocation of risk set forth in these Terms and that the disclaimers, exclusions and limitations of liability contained herein constitute an essential basis of the bargain between the Parties.

26. Customer Indemnification

The Customer shall defend, indemnify, and hold harmless AgFlo, its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, damages, liabilities, penalties, costs, expenses, and reasonable legal fees arising from:

• a)the Customer's breach of these Terms;
• b)misuse of the Services;
• c)violation of applicable laws;
• d)infringement of third-party rights;
• e)inaccurate Customer Data;
• f)unauthorized use of Customer Accounts.

27. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations (except, in the Customer’s case, payment obligations) resulting from events beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics, pandemics, labour disputes, war, terrorism, civil unrest, governmental action, telecommunications failures, Internet outages, cyberattacks, shortages of materials, or failures of third-party service providers.

The Party affected by any force majeure event shall resume performance of its obligations as soon as reasonably practicable after the event has ceased.

28. Suspension of Services

AgFlo may immediately suspend access to all or part of the Services where reasonably necessary to:

• •protect the security, integrity, or operation of the Services;
• •prevent fraud, abuse, or unauthorized access;
• •comply with legal or regulatory obligations;
• •investigate suspected misuse;
• •protect AgFlo, its customers, Users, systems, or third parties;
• •address or prevent technical incidents or vulnerabilities; or
• •enforce these Terms, including without limitation in the event of a material breach by the Customer.

Where reasonably practicable, AgFlo will notify the Customer before or promptly after such suspension.

29. Term

These Terms remain in effect for the entire duration of the Customer’s access or use of the Services (the “Term”), unless earlier terminated in accordance with these Terms or any applicable commercial agreement agreed in writing between the Parties.

30. Termination

Either Party may terminate the Customer’s right to access and use the Services as provided in the applicable written commercial agreement between the Parties.

AgFlo may immediately terminate or suspend access to the Services where, as reasonably determined by AgFlo:

• •the Customer has materially breached these Terms;
• •payment obligations remain unsatisfied;
• •continued access presents a security risk; or
• •continued performance may violate applicable law.

Termination does not relieve either Party of its obligations accrued prior to termination.

31. Effect of Termination

Upon termination:

• •the Customer’s right to access and use the Services shall immediately cease, unless otherwise agreed in writing by AgFlo;
• •all licenses granted to the Customer under these Terms automatically terminate, except as otherwise expressly specified in these Terms;
• •all amounts accrued and owing by the Customer to AgFlo remain due and payable; and
• •provisions intended by their nature to survive, including without limitation those relating to AgFlo Intellectual Property, Customer Data, aggregated and anonymized data, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law, shall remain in effect.

Subject to the applicable commercial agreement and AgFlo's data retention policies, Customer Data may remain available for a limited retrieval period following termination, after which it may be permanently deleted. The Customer is solely responsible for exporting or retrieving any Customer Data before the expiration of such retrieval period.

32. Export Compliance

The Customer shall comply with all applicable export control, economic sanctions, import, customs, and trade laws and regulations relating to the Services and any software, technology, data, or documentation made available by AgFlo.

The Customer shall not export, re-export, transfer, provide access to, or use the Services in any manner that violates applicable export control laws, sanctions, trade restrictions, or similar legal requirements.

33. Compliance with Laws

Each Party shall comply with all applicable laws and regulations applicable to its respective activities, obligations, and performance under these Terms.

34. Audit Rights

Where reasonably necessary to verify compliance with these Terms or applicable licensing restrictions, AgFlo may request information reasonably required to confirm the Customer's compliance.

Any audit shall be conducted during normal business hours and in a manner that minimizes disruptions to the Customer's operations.

35. Assignment

The Customer may not assign or transfer these Terms, or any of its rights or obligations under these Terms, without AgFlo's prior written consent.

AgFlo may assign or transfer these Terms, or any of its rights or obligations under these Terms, in connection with a merger, acquisition, corporate reorganization, change of control, or sale of substantially all of its assets.

36. Notices

Any notice to be given under these Terms shall be provided in writing and shall be deemed to have been given when: (a) delivered through the Platform; (b) delivered by hand (with written confirmation of receipt); (c) received by the recipient if sent by a nationally recognized overnight courier (receipt requested); (d) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (e) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Any notices sent by email (i) to AgFlo shall be sent to info@agflo.io, and (ii) to the Customer, at the email address of the Customer’s designated contact person.

37. Entire Agreement

These Terms, together with any applicable commercial agreement, proposal, quotation, or order agreed between the Parties, the Terms and Conditions of Sale, the Privacy Policy, and any documents expressly incorporated by reference, constitute the entire agreement between the Parties regarding the subject matter of these Terms.

38. Amendments

AgFlo may amend these Terms from time to time.

Material amendments will become effective following notice communicated through the Platform, by email, or by another communication method, as determined by AgFlo.

Continued use of the Services after such notice has been provided constitutes the Customer’s acceptance of the amended Terms.

39. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted or replaced to the minimum extent necessary to achieve the original commercial intent of the Parties.

40. No Waiver

Failure by either Party to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other rights.

41. Relationship of the Parties

Nothing contained in these Terms creates any partnership, joint venture, agency, employment, fiduciary, or franchise relationship between the Parties.

Each Party remains an independent contractor and has no authority to bind or incur obligations on behalf of the other Party.

42. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

43. Dispute Resolution and Jurisdiction

The Parties shall first attempt in good faith to resolve any dispute through negotiations before commencing legal proceedings.

If no resolution is reached within thirty (30) days after a Party has communicated the dispute to the other Party in writing, either Party may submit the dispute to the competent courts of the Province of Quebec, in the judicial district of Montreal, and each Party irrevocably attorns to the exclusive jurisdiction of such courts.

44. Contact Information

AgFlo Solutions Inc.
Website: https://www.agflo.io

Email: info@agflo.io

Support: support@agflo.io