1. General. . Your purchase and/or use of any of the Farmfit® family of products, including but not limited to any Farmfit® software developed for use with the Farmfit® products (the “Products”), you (“Customer”) hereby expressly acknowledge and agree to be bound by these terms and conditions (“Terms”), and Customer further hereby expressly consents to having the requisite authority to bind Customer, Customer’s employees, representatives, assigns, and/or any entity, company, or business Customer represents. STgenetics Canada ULC, and its affiliates, subsidiaries, parent entities, and/or it’s authorized assigns, is the permitted distributor of Farmfit® and may hereinafter collectively be referred to as “Company”. Customer and Company may collectively be referred to as the “Parties”, and individually as a “Party”.

2. Term and Termination. Customer may terminate these Terms at any time, by deactivating the Products that are installed, cancelling any subscription, promptly stopping all use of Products, and returning the devices that Company may indicate are to be returned upon termination. In the event that Customer terminates as described herein, Customer hereby acknowledges that certain provisions continue to bind Customer, which are those that by their nature, survive any termination or expiration, such as refraining from engaging in prohibited uses of Products, limitation of liability, payment obligations, etc.

3. The Products. The “Products” that are the subject of these Terms include one or more of the following: Bovine Bolus, Data Collector, Gateway, the software, including any subscription, that operates on and through these devices, and other devices that are offered or that will be offered in the future, as part of the Farmfit® family of products and services.

4. The Software and Services. . In order for Customer to enjoy fully the Products, Customer must also subscribe to, and use the software developed by Company for collection and interpretation of the data collected by the use of the Products (the “Software”). Subject to these Terms, and the use of the Products and Software as recommended by Company, Company shall have access to, and be remotely providing data analysis and monitoring services, whereby data from Customer’s use of Products and software shall be collected by Company for analysis purposes (collectively the “Services”). Customer hereby acknowledges that use of the Software is required, and hereby acknowledges Company is permitted to perform the Services as prescribed hereunder. Any subscription for use of the Software shall be defined under separate subscription agreement between Company and Customer. Customer hereby acknowledges its compliance with all terms and conditions contained in any separate subscription agreement for use of the Software is required hereunder. In the event of any conflict with any subscription agreement and the terms hereunder in relation to the Software and/or subscription thereof, the subscription agreement shall control, if any.

5. Payment and Shipping. Customer hereby acknowledges and agrees that the pricing, payment, shipping and delivery of Products shall be determined by the invoice or purchase order provided by Company to Customer. Customer’s rights to use or install the Products are fully dependent upon, and subject to, Customer’s compliance with all payment and other obligations as set forth in the invoice, purchase order, and/or these Terms. All payments connected hereunder shall be in USD – United States Dollar.

6. No Re-Sale Permitted. Products, Software, and/or Services provided by Company to Customer are for Customer use only. Customer is strictly prohibited from any resale, transfer, loan, assignment or other use of Products, Software, or Services by or to anyone other than Customer, and Customer is hereby prohibited from sharing Products including any Software with any third parties not subject to these Terms without Company’s prior written consent. Any transfer of Products to any third party by Customer in violation of this Section shall be null and void, and such unauthorized transfer or sale shall be considered breach of these Terms, for which Company shall have the right to pursue all rights and remedies afforded hereunder, by law, or in equity.

7. Installation. Unless otherwise agreed to by the Parties, Customer is hereby purchasing Products for installation by Customer personnel. Company may assist Customer in the installation of Products but shall do so only upon request from Customer, and upon terms and conditions as determined by Company in Company’s sole discretion. Any installation assistance by Company as described in this Section may be subject to additional cost and/or fees.

8. Software Limited License. Subject to and conditioned on Customer’s payment of fees and compliance with all other terms and conditions contained herein, Company hereby grants Customer a non-exclusive, non-sublicensable, and non-transferable license to: (i) use the Software and related Services solely for Customer’s internal business purposes; and (ii) use and make a reasonable number of copies of any documentation, information, or data related to, or derived from the Software and Services solely for Customer’s internal business purposes as prescribed by these Terms. Customer hereby acknowledges and agrees it shall not use the Software or Services, including all documentation, information, and/or data for any purposes beyond the scope of the license granted hereunder, or as prescribed by any software agreement provided by Company. Without limiting the foregoing and except as otherwise expressly set forth in these Terms, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the documentation, information, or data in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the documentation, information, or data derived therefrom; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the documentation, information, or data derived therefrom; or (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Company hereby reserves all rights not expressly granted to Customer as prescribed herein, or as prescribed by any other agreement in writing between Company and Customer related to Software. Except for the limited rights and licenses expressly granted hereunder, nothing in these Terms shall be interpreted to grant, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Software. Customer hereby acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Software.

9. Software Security. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Customer hereby acknowledges and agrees that: (a) Company may use these and other lawful measures to verify Customer’s compliance with the terms hereunder, and enforce Company’s rights, including all intellectual property rights, in and to the Software; (b) Company may deny any individual access to and/or use of the Software if Company, in its sole discretion, believes that person's use of the Software would violate any provision of these Terms, regardless of whether Customer designated that person as an authorized user of the Software; and (c) Company and its representatives may collect, maintain, process and use diagnostic, technical, usage and related information, including information about Customer’s computers, systems and software, that Company may gather periodically to improve the performance of the Software or develop maintenance releases, improve the Products and/or Services, develop further research opportunities, and the like. Any collected information shall be treated in accordance with Company’s privacy policy, as amended from time to time, and as provided herein these Terms.

10. Data Collection. Customer hereby acknowledges that upon Customer’s installation and use of Products, Software, and/or Services, such inherently shall permit Company to collect certain potentially identifiable information, statistics, and/or data from Customer herds, which includes, but it not necessarily limited to the geolocation information of the cattle, cattle activity, amount, number, size, and other cattle statistical information, that shall be supplied and transmitted to Company as part of the Services (the “Data”). The Parties hereby acknowledge and agree that, as between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Data. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Data and perform all acts with respect to the Data as may be necessary for Company to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display the Data incorporated within any aggregated statistics for the limited purpose of further research and development by Company of the Products, Software, and/or Services. Customer hereby acknowledges its understanding that Company shall use Data for such limited purposes regardless of the possible outcomes including but not limited to possible financial benefit or gain, and Customer hereby waives rights to same.

11. Customer Use Only. The Products and Services are for the use by Customer and Customer’s employees, affiliates, representatives, and assigns only. Customer shall be solely responsible for the Products and use thereof according to Company rules, regulations, specifications, recommendations, and alike. Should Customer permit any third party to use or enjoy the Products or Services, whether a representative of Customer or not, Customer shall be fully responsible for the Products and Services sold, and/or licensed pursuant hereto. The Products and Services are meant to be used as prescribed by Company in these Terms, or any other instructions or specifications as provided by Company. Except as expressly provided for herein, Company makes no endorsement, representation or warranty regarding the Products and Services, and such use by Customer or any third-party of Products and Services are done at Customer’s sole risk. Customer hereby acknowledges and agrees that any information or other data reported or provided as a result of Customer’s use of the Products and/or Services is intended for informational and research purposes only, and such information or other data is in no way meant to replace, substitute, or otherwise supersede the professional advice or recommendation of a veterinarian. Company hereby waives any and all liability for any damage or claim arising from, or related to the information and/or data derived from the use of Products or Services.

12. Confidentiality. To use the Products, Software and/or Services, certain personally identifiable information (or “PII”), such as Customer name, email address, password, phone number and billing information, must be provided. If Customer chooses to pay by credit or debit card, certain verification information, such as Customer name, card information, and billing information may be required in order to complete the purchase. Company hereby disclaims any and all liability related to, or arising from, any third-party payment processor who may retain PII information. Furthermore, Customer hereby consents to Company’s use of such PII information for the limited purposes as described herein, and Company hereby agrees to maintain the confidentiality of such PII to the same extent, level, or degree as Company would use to protect its own PII. Customer, in the event it receives such PII information of Company, or in the event any trade secrets, confidential, or proprietary information is obtained by Customer related to, or belonging to Company, Customer hereby agrees to keep such information completely confidential, and agrees not to disclose such information except at the sole discretion of Company. This Section 12 only applies to such information that is properly maintained as confidential – any information, data, or documents identifiable as public (through no fault of either Party) shall be excluded from the obligations as set forth herein.

13. Privacy. For the limited purpose of the purchase, use, and maintenance of the Products, Software, and/or Services as described by these Terms, Customer, by way of use of the Products, Services, and/or Software, authorizes Company to store and use certain potentially sensitive or confidential information that can be used to distinguish or trace Customer identity. Customer hereby maintains the absolute right to their PII and may, at any time, notify Company using the information provided below, to request such PII be disconnected or deleted so as to no longer be associated with Customer. Company shall have sixty (60) days from the date of receipt of such a request from Customer to comply with such removal or dissociation of PII. Notwithstanding anything to the contrary herein, Company shall always maintain the right, title, and interest to Data collected as result from Customer’s use of the Products and/or Services. Such Data is separate and apart from PII and is not included in this Section 13.

14. Processing of PII and GDPR. Customer is the controller of its PII and Company is the processor of such data. Company is the controller of Product Information. When Company acts as the processor of PII, it shall process PII only as set forth on documented instructions from Customer. Customer hereby acknowledges and agrees that these Terms, along with the Product documentation, and Customer’s use and configuration of features of the Products, are Customer’s complete documented instructions to Company for the processing of PII and Product information, or the documentation and Customer’s use of the Services. In any instance where General Data Protection Regulation (or “GDPR”) applies, and Customer the processor of PII, Customer hereby warrants to Company that the instructions, including appointment of Company as a processor or sub processor, have been authorized by the requisite controller. To the extent Company uses or otherwise processes PII or Product information subject to GDPR for business operations incident to providing the Products and Services to Customer, Company shall comply with all obligations of an independent data controller pursuant to GDPR for such use. Company hereby accepts the added responsibilities of a data “controller” under GDPR for such processing to: (a) comply with the applicable regulatory requirements, to the extent required under GDPR; and (b) provide increased transparency to Customer and confirm Company’s accountability for such processing. Company employs safeguards to protect PII in such processing, and those contemplated in Article 6(4) of the GDPR.

15. Return Policy. If, at any time, Customer is unsatisfied with the Products or Services as defined herein, Customer shall have thirty (30) days from the date when Customer’s order was placed, to return only those Products which have remained unused for a full refund. Customer shall be fully responsible for all return shipping costs and fees, including but not limited to all fees associated with customs, storage, delivery, etc. Because of the single-use nature of the Products, any Products that have been used shall not be eligible for return unless the Parties have agreed that the Products were defective pursuant to these Terms. All returns as provided for under this Section shall be at Company’s sole discretion.

16. Limited Product Warranty. COMPANY HEREBY WARRANTS THAT THE PRODUCTS SHALL CONFORM TO COMPANY SPECIFICATIONS, INCLUDING BEING FREE FROM ALL DEFECTS AND FIT FOR THEIR INTENDED PURPOSE, BEGINNING UPON CUSTOMER PURCHASE OF THE PRODUCTS AND EXTENDING UNTIL THE EXPIRATION OF THREE (3) YEARS THEREAFTER. This limited warranty extends only to Customer and shall not extend to any third party or subsequent purchaser of Products unless otherwise agreed by Company in writing. This limited warranty provided by Company shall not extend to damages or claims arising out of, or resulting from: (a) damages incurred during transportation of Products; (b) damages incurred as a result of storing the Products; (c) the improper use of Products by Customer; (d) the failure to follow Company Product instructions and/or failure to use or operate the Products according to Company specifications; (e) damages resulting from any unauthorized modifications to Products; (f) combination or use of Products with any products, materials, processes, or systems not authorized or recommended by Company; (g) damages resulting from the unauthorized repair of Products; and (h) damages resulting from any external cause such as accident, abuse, gross negligence, willful misconduct or intentional tortious conduct by someone other than Company. With respect to any defective Products during the three (3) year warranty period as described herein, Company, in its sole discretion, shall: (i) refund; or (ii) replace (subject to availability); or (iii) assess a credit to Customer in the amount Customer paid for such Products, less any regular depreciation to the value of such Products based on normal wear and tear, and based on industry standards.

17. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS PROVIDED FOR HEREIN, COMPANY HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE REGARDING THE PRODUCTS OR SERVICES, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, PRODUCTIVITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, CONDITION, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCTS. THE REMEDIES DESCRIBED IN SECTION 15 HEREIN, ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND SUCH CONSTITUTES COMPANY’S SOLE LIABILITY. IN NO EVENT SHALL CUSTOMER OR ANYONE IN PRIVITY WITH CUSTOMER BE PERMITTED HEREUNDER TO BRING CLAIMS FOR ANY OTHER DAMAGES, WHETHER DIRECT, INCIDENTAL, FORESEEABLE, CONSEQUENTIAL, OR SPECIAL (INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE OR PROFIT), WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY ARISING IN CONNECTION WITH THE SALE OR THE FAILURE OF THE PRODUCTS TO PERFORM IN ACCORDANCE WITH THE STATED SPECIFICATIONS, EVEN IF ST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL HAVE NO LIABILITY, FOR ANY DEFECT OR DAMAGES OF PRODUCTS THAT ARISE FROM CUSTOMER’S USE IN ANY MANNER OTHER THAN AS INSTRUCTED BY COMPANY, OR AS SPECIFICALLY DEFINED PURSUANT TO THESE TERMS.

18. Cap on Monetary Liability of Company. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL THE COLLECTIVE AGGREGATE LIABILITY OF COMPANY, AND ITS SUPPLIERS AND SERVICE PROVIDERS, ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID, INCLUDING ANY AMOUNTS ACCRUED BUT NOT YET PAID, TO COMPANY UNDER THESE TERMS IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. No Implied Rights. Except for the limited rights and licenses expressly granted under these Terms, nothing in herein shall grant, by implication, waiver, estoppel or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to any of the Products, the Software, or the Services.

20. Governing Law, Jurisdiction, Venue, and Currency. All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Texas. The Parties hereby consent that any legal suit, action or proceeding arising out of or relating to these Terms shall be brought exclusively in the courts of the State of Texas sitting in Brazos County or, if such court does not have subject matter jurisdiction, shall be brought non-exclusively in the federal courts of the United States of America located in Harris County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. All payments and price quotations for any Products or Service shall be made in U.S. Dollars.

21. Conflicts. Should there be any conflict between these Terms and an invoice provided by Company, these Terms shall control.

22. Entire Agreement. The Terms represent the entire agreement between the Parties, and supersede all prior communications and understandings with respect to the subject matter hereof. Customer hereby acknowledges and agrees that Company may amend these Terms from time to time, and in such a case, Company shall notify Customer is writing of the updated and/or amended Terms for Customer review. The continued use or further purchase of Products and Services is hereby expressly considered Customer acceptance of these Terms, whether updated and/or amended or not.

23. No waiver. Company’s failure to enforce, at any time, any of the provisions contained herein these Terms, or Company’s failure to exercise any rights in respect hereto, shall in no way be considered a waiver of such provision, rights or elections or in any way to affect the validity of these Terms, or excuse a similar subsequent failure to perform any such term or condition. Any waiver must be in writing.

24. Notices. Notices may be given by email or notifications through the Customer account, and shall be deemed given when the notice is transmitted to Customer.

25. Severability. Should any provision of this Terms be held to be illegal, invalid or unenforceable, by any court of competent jurisdiction, such provision shall be modified by such court in compliance with the law, to give ST’s intended effect, and, as modified, enforced. The remaining provisions of these Terms shall be construed in accordance with the modified provision and as if such illegal, invalid or unenforceable provision had not been contained herein.