FIELD MANAGER APP – Terms of Use (Licensing Agreement Terms and Conditions)

Access to and use of this xarvio FIELD MANAGER mobile and desktop application (hereinafter "App") are subject to the following conditions ("Terms of Use" or "Licensing Agreement Terms and Conditions").

Please do not use this App if you do not agree with these conditions.

I. Licensor

BASF Digital Farming GmbH is the Licensor (hereinafter "BASF", "We").

II. Licensee

This App is intended for people (hereinafter "User", "You") who wish to use the App in the exercise of their commercial or self-employed activity ("Entrepreneur" within the meaning of Section 14 of the German Civil Code [Bürgerliches Gesetzbuch]); the App is not intended for consumers within the meaning of Section 13 of the German Civil Code, who are, in other words, people who use the App for purposes that cannot be attributed to a predominantly commercial or self-employed activity.

III. Licensed product

xarvio FIELD MANAGER mobile and desktop application (App) featuring the following:

a) Field status for winter wheat, winter barley and rapeseed:

b) Spray timer for winter wheat, winter barley and rapeseed:

c) Zone spray for winter wheat:

There are more details about the App's features under Section VIII.

IV. Costs, orders, payment, third-party access permissions, shared App accounts

The basic functionality of the app is free of charge.

The special function FIELD MANAGER MONITOR will be free of charge until the end of 2019. The special functions SPRAY TIMER and ZONE SPRAY will be free of charge until the end of the testing period. Thereafter, a charge will apply to these functions. The prices listed will be valid for the current calendar year. It will be necessary to re-order the App and pay the newly applicable price in order to use all features of the App from 2020 onwards. Licenses for the following year are expected to be available for purchase from September onwards.

Unless explicitly agreed otherwise, all prices are listed in Euros and do not include any applicable VAT. The special function SPRAY TIMER has to be paid in advance. The special function ZONE SPRAY has to be paid on the first day of a month for the previous month; the amount to be paid is based on the number of hectares for which application maps have been downloaded in the preceding month. Payments can be made by credit card (VISA or Mastercard). If a fee for a special function cannot be collected, you will bear all resulting costs, in particular bank charges, other chargeback costs or comparable charges.(Partial) payments can also be made by redeeming a valid voucher issued by BASF (“Voucher”). To redeem a voucher you will have to insert the code stated on the Voucher. Should the total payment amount be above the amount stated on the Voucher, you can pay the missing amount by credit card. A cash payment of the credit of a Voucher is excluded. Vouchers may be tied to the calendar year and may no longer be redeemed after their expiry date.

V. Scope of the licence

BASF shall grant you a user license for the App that is non-exclusive, non-transferable, non-sublicensable, temporary, free-of-charge prior to the end of the trial period, after which time it incurs a cost, and territorially limited to the United Kingdom of Great Britain and Northern Ireland. The App may only be used for in-house purposes in accordance with these Licensing Agreement Terms and Conditions.

We emphasise in no uncertain terms that you are not entitled in particular to

BASF shall not grant you any further rights in respect of the licence, either explicitly or implicitly.

All documents, illustrations, and other information that are published on this App are either the sole property of the BASF Group or were licensed to BASF. Every licence to use this App shall be issued subject to the condition that the relevant copyright notice appears on all copies; it is for commercial use only and not for external commercial exploitation (e.g. information is not resold); information is not altered in any way; and all illustrations of the App are only used together with the corresponding text.

VI. Suspending operation of the App and changing the App and Licensing Agreement Terms and Conditions

We reserve the right to suspend operation of this App or to change, in whole or in part, these Licensing Agreement Terms and Conditions. Please note that we may make these changes at our own discretion any time. We therefore ask that the next time you use this App, you read through the Licensing Agreement Terms and Conditions again and note any changes or additions.

We will announce 30 days in advance on the FIELD MANAGER website any essential changes to be made to the Licensing Agreement Terms and Conditions or the App, which do not make any purely qualitative improvements (e.g. restrictions to the scope of service, but not changes to the design) and we will include the specific date of change. You shall therefore have the option to cancel your App account, thereby terminating your use of the App and this Licensing Agreement, before the date of change. Any payments already made shall be reimbursed to you on a pro rata basis.

VII. Trademarks and copyrights

All trademarks mentioned in this App are property of BASF, unless otherwise noted or in any other way identifiable as third party rights. Any unauthorised use of these trademarks or other materials is expressly prohibited and shall constitute a breach of copyright law, trademark law, or any other property rights law.

VIII. Limitation of liability

There shall be no liability for the content of the App:

This App provides support for decision-making that is based on probabilities and statistical models.

When providing information for particular crops using

this App provides certain probabilities for a particular outcome. However, this App does not make any conclusive assessment. Making this assessment remains your own responsibility.

Please bear in mind the following limitations which apply to the decision-making support generated by this App:

The decision-making support is generated using highly complex algorithms. However, it is obviously not possible for an algorithm to model every single feature of an individual event. The App therefore provides a continually improved approximation for customised decision-making support.

New and updated data, which form the basis of the decision-making support, are constantly fed into the algorithm. BASF compiles these data to the best of its knowledge with professional due diligence. However, no guarantee can be made as to whether the data is correct, complete, and up-to-date. Errors in a data record could lead to unreliable decision-making support.

BASF thus assumes no liability, neither explicit nor implied, for the information and decision-making support contained in this App being correct, complete, and up-to-date. We therefore recommend that you check all information you receive from this App, before you use it in any form. If you require recommendations or instructions for this App, please do not hesitate to contact us directly. Users of this App agree to access the App and its contents at their own risk. Neither BASF nor third parties that are involved in the creation, production, or transmission of this App are liable for damages or injuries arising from the access or the impossibility of access, the use, or impossibility of use of this App, or from the fact that they rely on information that is contained within this App.

There is also limited fault-based liability:

Claims for damages – including non-contractual claims – shall be excluded, should BASF, executive employees, or other vicarious agents contracted by BASF breach obligations through negligence, unless it involves a negligent breach of an obligation that is essential to fulfil the purpose of the contract; in this case, BASF's liability shall be limited to compensation for foreseeable damages that are typically expected of such a breach.

In the case of a breach of obligation caused by gross negligence on the part of vicarious agents, liability shall be limited to the compensation for foreseeable damages that are typically expected of such a breach.

Exception: injury to life, limb, or health.

The above limitations of liability shall not apply for damages arising from injury to life, limb, or health which was caused by a negligent or wilful breach of obligations on the part of BASF.

This App contains links or redirects to third party websites. The links to third party websites do not constitute an endorsement of their content by BASF. BASF shall not assume any responsibility for the availability or content of these websites and shall not be liable for any damages or injuries arising from the use of this content, regardless of how it is used. BASF shall not make any guarantee as to the consistent quality of the information on these websites. The website links are only provided to App users as a convenience. Users connecting to these websites do so at their own risk. The choice of links is not in any way intended to restrict you to only the information on the linked websites.

X. Images provided by you and other information

The App user shall bear full responsibility for all images and other information that they, or a third party who has access permissions to the App, send to BASF with regard to their content and accuracy, as well as for ensuring that the rights of third parties are not violated.

The user shall acknowledge and agree to allow BASF to use the information that they, or a third party who has access permissions to the App, have provided for any business purposes of the BASF Group after the data has been anonymised.

The type of information used shall include but not limited to data on crops and types of plants, the planting date, field boundaries, soil preparation measures, crop protection measures including the products used, doses and times, and contact data and statistics regarding the use of the App ("Licensed Data"). The business purposes shall include but not limited to the development, manufacturing, enhancement, and/or marketing of products and services. The user shall also acknowledge and agree to the reproduction of this Licensed Data and to grant third party access without limitations (including, but not limited to, for the purpose of continually improving algorithms in the field of digital agriculture). For this purpose, the user shall grant BASF an irrevocable, worldwide, non-exclusive, royalty-free, sublicensable licence to use the Licensed Data.

XI. Duration and cancellation

During the testing period, the free licence is valid and ends automatically without the need to cancel the licence.

A licence purchased following the testing period is valid until the end of the calendar year and ends automatically without the need to cancel the licence.

The purchase of another licence or licence extension are both valid until the end of the calendar year and end automatically without the need to cancel the licence.

In addition to the rights of parties governed by Section VI above, the Licensing Agreement may be terminated by any party for exceptional reasons without a notice period. BASF is also entitled to terminate the Licensing Agreement early if you breach the Licensing Agreement Terms and Conditions.

XII. International users

This App is checked, operated, and updated by BASF at their site at 67056 Ludwigshafen, Germany. It is only intended for use in the United Kingdom of Great Britain and Northern Ireland. If you access this App from an area outside of the United Kingdom and/or download content from it, you are thereby solely responsibly for ensuring that it is compliant with the relevant local legislation in your country of residence.

The BASF Corporation bears responsibility for the business in the US. We ask that customers in the US contact the BASF Corporation.

XIII. Applicable law and court of arbitration

Any legal claims or proceedings arising in connection with the App or from the use thereof shall be subject to the interpretation of German law, except in the case of regulations in international private law and uniform laws on the international sale of moveable property based on the Hague Convention relating to a Uniform Law on the International Sale of Goods of 1 July 1964 and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

All disputes arising in connection with the App or from the use thereof (including disputes related to these Licensing Agreement Terms and Conditions or their validity) shall be ruled upon conclusively in accordance with the arbitration rules of the German Arbitration Institute (Deutsches Institution für Schiedsgerichtsbarkeit e.V. – DIS) without possibility of recourse to ordinary legal action. The place of arbitration is Frankfurt am Main, Germany. The number of arbitrators shall be three. The language of the arbitration proceedings shall be German.