WEBSITE USER AGREEMENT

The following describes the terms on which Agrian Inc. (“Agrian”) offers you access to our services. Agrian may revise these terms at any time simply by posting a revised version on the Agrian website. Your use and continued use of the Service shall be deemed acceptance of these terms including any revisions. If you do not agree to these terms, do not use the Service.

TERMS OF USE.

By accessing this site and making use of the Service, you agree to be bound by the following terms and conditions of service, including any limitation of your rights and disclaimer of warranties. This constitutes a legal agreement between you and Agrian. Agrian reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Agrian shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Agrian may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

The Service is made available to you from California without representation that the information provided by the Service is appropriate, available in your location, or that use of the crop management products referenced are lawful in your jurisdiction or suitable for your crop or pest. If you are in a jurisdiction where use of this Service is prohibited, and do not use this Service. You are solely responsible for verifying and complying with any applicable local laws regarding use of the Service or the crop management chemicals referenced in the Service.

The Service only provides you with general information; your specific conditions may, and probably will, change the projected application rates. Always check the label or write a full crop management recommendation before making an application.

LICENSE.

The Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. This License grants you no right, title, or interest in any intellectual property owned or licensed by Agrian including (but not limited to) the Service, Agrian’s, trademarks, and creates no relationship between you and Agrian other than that expressly stated herein.

Intellectual Property.

Agrian shall own all right, title and interest, including all related software and intellectual property rights, in and relating to the Service. Any rights, title and interest in the crop management labels, product names, company names, or trademarks are reserved and shall remain the sole property of the crop chemical manufacturer(s) and no right or permission to use the names is granted by use of the Service. You agree that these manufacturers may enforce their rights under this Agreement against you directly in their own name.

Restrictions on Use.

You may use the Service for your own noncommercial use or benefit only.

You MAY NOT and will not allow any third party to:

• copy, decompile, reverse engineer, reverse assemble, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Service, or otherwise attempt to discover any source code or protocols in the Service;

• obtain or attempt to obtain unauthorized access to the Service;

• use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this License;

• sell, lease, loan, distribute, transfer, or sublicense the Service or access thereto or derive income from the use or provision of the Service, whether for direct commercial or monetary gain or otherwise, without Agrian's prior, express, written permission;

• post or transmit any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

No Endorsement.

The reference to, listing of or inclusion of a manufacturer’s label, product, services or materials in the Service, shall not imply an endorsement by Agrian of any product, service or materials. Agrian makes no warranty of any kind with respect to the information provided in the manufacturer’s label, product, services or materials, nor the completeness or accuracy of the information.

Labels, Mapping and Graphics.

The labels, maps, GIS data, and related graphics accessed through the Service may include typographical errors, inaccuracies, outdated or obsolete information, or errors caused by the interface of various programs or software. Agrian is not responsible for the content, accuracy, or suitability of the information on any information.

External Links.

Agrian may make additional information available by hyperlink as a convenience to you. Agrian is not responsible for the content, accuracy, or suitability of the information on any such linked site.

Termination of License.

Agrian may terminate this License at any time without notice, without cause, and without incurring liability to you. Your license to use the Service, its components, and any third-party data, will terminate if you violate any of the terms and conditions of this License.

LIMITATION OF LIABILITY.

AGRIAN AND THE CROP MANAGEMENT MANUFACTURER(S) ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING DAMAGED OR PROBLEMS RESULTING FROM ELECTRONIC COMMERCE TRANSACTIONS CONDUCTED THROUGH THE SERVICE, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE (INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE AFS, ANY CONTENT OBTAINED FROM OR THROUGH SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DISCLAIMER OF WARRANTIES.

AGRIAN AND THE RESPECTIVE CROP MANAGEMENT CHEMICAL MANUFACTURERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, THE INCLUSION OF INFORMATION IN THE SERVICE, OR THE AGRICULTURAL CHEMICALS REFERENCED BY THE SERVICE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL SUCH INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

AGRIAN MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES AGRIAN MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE USED IN THE SERVICE WILL BE CORRECTED.

YOU RETAIN ALL RESPONSIBILITY TO VERIFY THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MATERIAL MADE AVAILABLE THROUGH THE SERVICE OR ANY CONTENT. THE MANUFACTURER(S) ARE SOLELY RESPONSIBLE FOR THE INFORMATION PROVIDED IN THEIR LABELS AND MADE AVAILABLE FOR USE IN THE SERVICE.

THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND THE LIMITATIONS ON LIABILITY SHALL APPLY TO ALL ASPECTS OF THIS AGREEMENT.

INDEMNIFICATION.

You agree to indemnify and hold Agrian, its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Service, your violation of any terms or conditions of this License, your violation of applicable laws, or your violation of any rights of another person or entity.

In the event that you have a dispute with a crop management manufacturer, another User, or any third party, you release Agrian (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential), of every kind and nature arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

GENERAL INFORMATION

Entire Agreement.

These terms and conditions and the related License, constitute the entire agreement between you and Agrian and governs your use of the Service, superseding any prior agreements between you and Agrian with respect to the Service. If any provision is deemed to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions. The section titles are for convenience only and have no legal or contractual effect.

Choice of Law and Forum.

The terms and conditions, the License and the relationship between you and Agrian shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Fresno, California.

Waiver and Severability of Terms.

The failure of Agrian to exercise or enforce any right or provision of this License shall not constitute a waiver of such right or provision. If any provision of this License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this License and terms and conditions remain in full force and effect.

Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, or this License, must be filed within one (1) year after such claim or cause of action arose or be forever barred.