ECOATION GENERAL PRIVACY POLICY These Ecoation General Privacy Policy, and together with the Privacy Policy on the Customer Sales Order referencing these Terms ("Sales Order") entered into by the customer ("Customer"), govern the rental of the Ecoation hardware and software products provided by Ecoation Innovative Solutions Inc. ("Ecoation") as described in a Sales Order, including (i) operator-controlled or autonomous scout carts, together with all attached sensors, equipment, components and parts, and computers, monitors, on the farm servers and stationary data communication devices ("Hardware"), (ii) software installed on Hardware ("Product Firmware"), and (iii) remotely hosted software and reporting services ("SaaS Services"), installation services, and product support (collectively, with the SaaS Services, the "Services"). Each Customer Sales Order and these Terms, together with any documents incorporated herein by reference, constitute the "Agreement" and are the sole and entire agreement between the parties with respect to the Hardware, Product Firmware and Services, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter thereof. The Agreement excludes any of Customer's general Privacy Policy of purchase or any other document issued by Customer in connection with a Sales Order. If any Privacy Policy contained in a Sales Order conflict with any Privacy Policy contained or incorporated by reference in these Terms, the Privacy Policy contained in or incorporated by reference in these Terms will take precedence to the extent of such conflict. These Terms apply to any new, repaired, replacement or modified Hardware, Product Firmware or Services provided by Ecoation hereunder. 1. Acceptance. The Agreement will be binding and considered accepted once the Sales Order is executed by the parties 2. Delivery Date. Ecoation will deliver the Hardware on the date specified in the Sales Order or as otherwise agreed in writing by the parties ("Delivery Date"). If no Delivery Date is specified, Ecoation will deliver the Hardware within a reasonable time after the Sales Order has been accepted. Delivery date may vary and is conditional on receipt of full deposit by customer. 3. Delivery Location. All Hardware will be delivered to the address specified in the Sales Order ("Delivery Location") during Customer's normal business hours or as otherwise agreed to by the parties. 4. Shipping Terms. Unless otherwise agreed to in the Agreement, delivery will be made via FOB Origin, and Customer is responsible for paying any shipping and handling fees. Ecoation release of the Hardware for shipment is conditional on the receipt of the configuration fee and proof of insurance, or security deposit where not proof of insurance is provided, paid by Customer as per the sales order. Ecoation may make delivery of the Hardware in instalments. Ecoation will give written notice of shipment to Customer when the Hardware is delivered to a carrier for transportation. Customer will give written notice to Ecoation upon receipt of the Hardware. 5. Installation and Setup. a) Upon receiving written notice from Customer of the delivery of the Hardware at the Delivery Location, Ecoation will schedule an online virtual conference or in- person meeting as specified in the Sales Order at a mutually agreed upon time or schedule an in-person visit as per the sales order to help Customer unbox, install and setup the Hardware and configure the SaaS Services ("Initial Setup"). b) Customer will inspect the condition of the Hardware and will provide written notice to Ecoation of any damaged or missing items within seven (7) business days of the Delivery Date. 6. Customer Dependencies. In connection with Ecoation's delivery of the service, Customer will: (a) reasonably cooperate with Ecoation (including providing timely decisions and approvals, as applicable); and (b) perform those tasks and assume those responsibilities specified in Exhibit D (collectively, "Customer Dependencies"). Customer understands that Ecoation's performance of its obligations set out in this Agreement is dependent on Customer's timely and effective satisfaction of the Customer Dependencies, and Ecoation will not be held responsible for a failure to perform or delay in performance of its obligations under this Agreement to the extent caused by Customer's failure to do so. 7. Title and Risk of Loss. Ecoation will retain the title to the Hardware. Customer will provide proof of insurance for ecoation equipment for the duration of the contract. Where proof of insurance is not provided Customer will pay a refundable deposit of $US 20,000. Ecoation has the right to request for an audit of rental equipment during the rental period. 8. Damage to Ancillary Hardware. Subject to Section 13, Customer will reimburse Ecoation for the replacement or repair of any servers, sensors, wireless connectivity, charging stations and physical data centres installed on site, tools, materials, systems and writing materials, drawings, calculations, models, written documents, or designs provided by Ecoation as part of the Services that have been damaged or stolen while in the possession of Customer, regardless of whether such damage or theft is attributable to Customer. Customer is not permitted to tamper with or open hardware, allow it to become lost, or directly or indirectly allow for a third party to do the same. Customer will be liable for a full cost of the hardware if hardware is tampered with or opened without Ecoation’s approval. 9. Amendment and Modification. Unless otherwise expressly agreed by the parties, no change to the Agreement is binding on the parties unless it is in writing and is signed by authorized representatives of the parties. 10. Inspection and Rejection of Non-Conforming Hardware. a) Customer will inspect the Hardware within seven (7) business days of the Delivery Date ("Inspection Period"). Customer will be deemed to have accepted the Hardware unless it notifies Ecoation in writing of any Non-Conforming Hardware (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Ecoation. "Non-Conforming Hardware" means Hardware shipped that is different than identified in the Sales Order and detailed in items checklist provided as part of the shipment, has missing components or has visible defects. b) Unless otherwise specified in the Sales Order, if Customer notifies Ecoation within the seven (7) business day period above of any Non-Conforming Hardware, Ecoation will, in its sole discretion: (i) replace such Non-Conforming Hardware with replacement Hardware; (ii) repair such Non-Conforming Customer will ship, at Ecoation's expense and risk of loss, Non-Conforming Hardware designated for return to the location at 949 3rd St. West, Unit 113, North Vancouver, British Columbia, V7P 3P7. If Ecoation exercises its option to replace Non-Conforming Hardware, Ecoation will, after receiving Customer's shipment of Non-Conforming Hardware, ship to Customer, at Ecoation's expense and risk of loss, the replacement Hardware to the Delivery Location. c) Customer acknowledges and agrees that the remedies set forth in Section 10(b) are Customer's exclusive remedies for the delivery of Non-Conforming Hardware. 11. Price. The subscription services and fees for the Hardware, Product Firmware and Services are as stated in the Sales Order ("Fees"). If no Fee is included in the Sales Order, the Fee will be based on prices set out in force as of the date of the Sales Order. Unless otherwise specified in the Sales Order, Fees are exclusive of all packaging, transportation costs of Hardware to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all use or excise taxes, harmonized sales tax, goods and services tax or provincial sales tax. Customer will be responsible for all such charges, costs, and taxes in relation to the Hardware, Product Firmware and Services; provided that, Customer will not be responsible for any taxes imposed on, or with respect to, Ecoation's income, revenues, gross receipts, personnel or real or personal property or other assets. 12. Payment Terms. a) The payment terms for the Fees will be set out in the Sales Order. Customer will pay all Fees when due as indicated in the Sales Order. Customer will make all payments hereunder by wire transfer or through authorized debit or credit card and in the currency specified in the Sales Order. Customer will pay interest on all late payments at the lesser of the rate of 18% per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer will reimburse Ecoation for all costs incurred in collecting any late payments, including, without limitation, legal fees on a full indemnity basis. In addition to all other remedies available under these the terms of the Sales Order or at law (which Ecoation does not waive by the exercise of any rights hereunder), Ecoation will be entitled to suspend the delivery of any Hardware or performance of any Services if Customer fails to pay any amounts when due hereunder and such failure continues for 30 days following written notice thereof. b) If Customer changes or cancels any Sales Order after preparation or shipment of Hardware, Ecoation will retain monthly payments of the Fees as set out in the Sales Order as a restocking fee. 13. Limited Warranty. a) Hardware Warranty. i. Subject to the provisions of Section 13(c), Ecoation makes certain limited warranties regarding the Hardware, which will be Ecoation's written warranty statement as set out in Exhibit C (the "Hardware Warranty"). ii. During the tenure of the rental agreement, Ecoation provides a Warranty Period (as defined in Exhibit C) specified in the Hardware Warranty, regarding any defective Hardware: (A) notwithstanding anything in the Agreement to the contrary, Ecoation's liability under any Hardware Warranty is discharged, in Ecoation's sole discretion and at Ecoation's expense, by: (1) repairing or replacing the defective Hardware; or (2) crediting or refunding the Fees paid for the defective Hardware, less any applicable discounts, rebates or credits; (B) Customer is responsible for all risk of loss associated with the transportation of defective Hardware to Ecoation at the location specified by Ecoation for warranty repair or replacement; and (C) Ecoation is responsible for all costs and risk of loss associated with the delivery of repaired or replaced Hardware to Delivery Location. Ecoation is only responsible and liable for hardware products that are manufactured by Ecoation. The Customer might ask Ecoation to install Ecoation hardware on a third-party product (i.e. greenhouse cart) for the Customer to use. Ecoation will not be responsible for performance, repair, maintenance or replacement of third party equipment. iii. Customer has no right to return any Hardware for repair, replacement, credit or refund except as set out in this Section 13(a). b) Product Firmware Warranty. Subject to the provisions of Section 13(c), Ecoation warrants that during the tenure of the rental agreement, the Product Firmware will materially function and conform to applicable specifications if installed, operated, and used in accordance with the specifications, documentation, and the Agreement. If such Product Firmware does not perform as warrantied in this Section 13(b), Ecoation will, in Ecoation's sole discretion, use reasonable efforts consistent with industry standards to remedy such defect. The foregoing will be Ecoation's sole obligation and Customer's sole remedy for any breach of the warranty set forth in this Section 13(b). c) Exceptions. Notwithstanding any provisions to the contrary in this Agreement, the limited warranties set forth in Sections 13(a) and 13(b) do not apply to defects arising out of or relating to: i. any Hardware or Product Firmware that is modified or damaged by Customer or its representatives or due to force major events such as fire, flood, earthquake, storm, etc.; ii. any operation or use of, or other activity relating to, the Hardware or Product Firmware other than as instructed by Ecoation, for example but not limited to driving on rows without rail, or forcing the cart on the rails the wrong way without following instructions which result in damage to the positioning system, storing outside exposed to weather elements; not following the cleaning instruction and obscuring the camera lenses or sensors; iii. Customer's or any third party's negligence, abuse, misapplication, or misuse of the Hardware or Product Firmware, for example but not limited to modifying batteries of Ecoation product, damaging the charging station, hitting and damaging the access points; iv. Customer's failure to promptly install all updates, upgrades and releases to Product Firmware that Ecoation has made available to Customer; or v. any other circumstances or causes outside of the reasonable control of Ecoation (including abnormal physical or electrical stress). vi. Any parts and services used alongside Ecoation hardware and software that was not manufactured by Ecoation. vii. Any failure resulted by not following or performing regular maintenance provided by Ecoation. d) Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, ALL HARDWARE, PRODUCT FIRMWARE AND SERVICES, AND ANY OTHER INFORMATION, MATERIALS, OR WORK PRODUCT PROVIDED BY ECOATION ARE PROVIDED “AS IS” AND ECOATION HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND ECOATION SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ECOATION MAKES NO WARRANTY OF ANY KIND THAT ANY HARDWARE, PRODUCT FIRMWARE OR SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR SUPPLIER OF THE THIRD-PARTY MATERIALS. 14. Intellectual Property Rights. Ecoation or its licensors will retain all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (collectively, "Intellectual Property Rights") used to manufacture, used to create, embodied in, used in and otherwise relating to the Hardware, Product Firmware and Services, and any of their component parts. Customer will not acquire any ownership interest in any of Ecoation's Intellectual Property Rights under the Agreement. 15. Indemnification. a) Mutual Indemnity. Each party (the "Indemnitor") will indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all direct and actual losses suffered or incurred by the Indemnitee directly arising from or in connection with or relating to the following: i. any death, sickness, disease or injury of any kind, of any person to the extent caused by any negligent act or omission of Indemnitor or Indemnitor's personnel; ii. any damage, loss or destruction of any tangible, real, personal or intangible property: (A) while in the possession or control of Indemnitor; or (B) to the extent caused by any act or omission or negligence of Indemnitor; iii. willful misconduct by the Indemnitor or Indemnitor’s personnel; or iv. breach by Indemnitor of its representations, warranties, obligations, undertakings, covenants and the Privacy Policy of this Agreement. b) Ecoation’s Intellectual Property Indemnity. Ecoation will defend Customer against and pay any judgments (or settlements to which Ecoation consents) for, any claims made by a third party that the Hardware, Product Firmware or Services infringe such third party's Intellectual Property Rights. Ecoation's obligations to indemnify under this Section 7(b) are conditional on the following: (i) Customer will notify Ecoation, in a timely manner and in writing of the claim. (ii) Customer will give Ecoation sole control over defense and settlement of the claim; and, (iii) Customer will provide Ecoation with reasonable information and assistance, at Ecoation's request, as needed in defending the claim. Ecoation will not be responsible for any settlement made by Customer without Ecoation's prior written consent. If Ecoation receives information concerning an infringement claim related to the SaaS Services, Ecoation may, at its expense and without obligation to do so, either: (A) procure rights to continue to provide the infringing item; or (B) replace or modify the infringing item to make it non-infringing. 16. Limitation of Liability. a) IN NO EVENT WILL ECOATION BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, INTERRUPTION OF BUSINESS OR SERVICE, LOSS OF BUSINESS, LOSS OF GOODWILL DELAYS, LOSS OF CROPS OR LOSS OF YIELD, ARISING OUT OF OR RELATING TO ANY BREACH OF THE AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN BY CUSTOMER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b) IN NO EVENT WILL ECOATION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SALES ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID TO ECOATION IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. 17. Term. The term of the Agreement will commence on the date described on the Sales Order (the "Effective Date") and will continue for the term specified in the Sales Order (the "Initial Term"). Unless otherwise specified in the Sales Order, the Agreement will automatically renew for successive terms unless either party provides 30 days advanced written notice of nonrenewal to the other party (the "Renewal Term", and together with the Initial Term, the "Term"). 18. Termination. In addition to any remedies that may be provided under the Agreement: Either party may terminate the Agreement with immediate effect upon written notice to the other party. Ecoation may terminate the Agreement with immediate effect upon written notice to Customer if Customer fails to pay any amount when due under the Agreement and such failure continues for 30 days after Customer's receipt of written notice of non-payment. 19. Confidential Information. Confidentiality Covenant. "Confidential Information" means all non-public, confidential or proprietary information of Ecoation, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Ecoation to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized by Ecoation in writing. Upon Ecoation's request, Customer will promptly return all documents and other materials received from Ecoation. Ecoation will be entitled to injunctive relief for any violation of this Section. This Section will not apply to information that is: i. is publicly available through no wrongful act of Customer; ii. already known to the Customer at the time of disclosure; or iii. received by Customer from a third party who was free to disclose it without confidentiality obligations. Return or Destruction of Confidential Information. Customer will, upon Ecoation's request, return or destroy all tangible copies of Ecoation's Confidential Information and permanently delete all digital copies of Ecoation's Confidential Information. 20. Insurance. Customer will obtain and maintain proper insurance for its immovable property, crops and other structures, as well as the systems, materials and tools contained therein, against all damage including environmental, pest or disease damage that is either directly or indirectly related to this Agreement. Customer will be responsible for any damage thereof to the hardware of Ecoation and Ecoation will retain the 9-monthly deposit in the event Customer fails to compensate Ecoation for damages to Ecoation hardware. Incase of failure to compensate Ecoation, cost of repair or replacement will be omitted from the deposit and invoiced to customer. 21. Advertising. Ecoation may not use any details about Customer operation and activities for advertising purposes except for the name of the Customer for the purposes of general advertising activities, business case examples, testimonials and in Ecoation's client lists. 22. Waiver. No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. 23. Compliance with Law. The parties will comply with all applicable laws in their performance under the Agreement. Customer will use the Hardware and Services in compliance with all applicable laws. 24. Force Majeure. Neither party will be liable to the other for any delay or failure in performing its obligations under the Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable. 25. Assignment. Customer will not transfer, sublicense or otherwise assign any of its rights or obligations under the Agreement, by operation of law or otherwise, without the prior written consent of Ecoation. Any purported transfer, sublicense or assignment in violation of this Section will be null and void. No transfer, sublicense or assignment will relieve Customer of any of its obligations hereunder. Ecoation may at any time assign, transfer or subcontract any or all of its rights or obligations under the Agreement without Customer's prior written consent. 26. Relationship of the Parties. The relationship between the parties is that of independent contractors. 27. Governing Law. All matters arising out of or relating to the Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. 28. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to the Agreement will be instituted in the courts of the Province of British Columbia in each case located in the City of Vancouver and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 29. Cumulative Remedies. The rights and remedies under the Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. 30. Notices. All notices sent to either party will be in writing and addressed to the receiving party at the addresses set forth on the Sales Order. Each party may change its contact information for notice by giving notice thereof to the other party. Notices sent will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or 5 days after being sent by first class mail postage prepaid. 31. Severability Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect. Survival. Provisions of the Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement including, but not limited to, the following Sections: 11, 12, 13(d), 14, 16, 19, 21, and 26 through 32. EXHIBIT A END USER LICENSE AGREEMENT By using the Product Firmware, Mobile or Web Application, Customer acknowledges that Customer has read, accepts and agrees to be bound by and comply with the Privacy Policy set out in this End User License Agreement ("EULA"). If Customer does not accept and agree to be bound by this EULA, Customer will immediately cease any further use of the Hardware, Product Firmware, Mobile and Web Application and Services. 1. This EULA forms part of the Agreement and is incorporated therein by reference. In the event of a conflict or inconsistency between this EULA and the Terms as they relate to the Product Firmware, the EULA will govern. 2. Limited License. Subject to and conditional on Customer's payment of all Fees and Customer's compliance with all Privacy Policy set forth in the Agreement, Ecoation hereby grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to execute one copy of the Product Firmware, in executable object code form only, solely in the Hardware and solely for use with the Hardware. 3. Restrictions. Customer will not, and will not permit any third parties to, directly or indirectly: a) make copies of the Product Firmware or Mobile and Web Application; b) use the Product Firmware or Mobile and Web Application beyond the scope of the license granted in Section 1 of this EULA; modify, translate, adapt, or otherwise create derivative works or improvements of the Product Firmware; c) combine the Product Firmware, Mobile and Web Application or incorporate the Product Firmware, Mobile and Web Application with any other programs; reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Product Firmware, Mobile and Web Application; d) remove, delete, alter or obscure any trade-marks or any copyright, trade-mark, patent or other intellectual property or proprietary rights notices provided on or with the Product Firmware, Mobile and Web Application; e) rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product Firmware, Mobile and Web Application, or any features or functionality of the Product Firmware, to any third party for any reason, whether or not over a network or on a hosted basis; or f) use or export the Product Firmware, Mobile or Web Application in any manner that violates any applicable laws. Customer is responsible for all actions and omissions with respect to the Product Firmware, Mobile and Web Application by any person ("User") to whom Customer may provide access to or use of the Product Firmware, Mobile and Web Application, whether such access or use is permitted by or in violation of this EULA. 4. Third Party Materials. The Product Firmware, Mobile and Web Application may include software, content, data or other materials, including related documentation, that are owned by third parties and that are provided to Customer on license terms that are in addition to or different from those contained in this EULA ("Third-Party Licenses"). A list of all materials, if any, included in the Product Firmware, Mobile and Web Application and provided under Third-Party Licenses will be provided by Ecoation upon written request by Customer. Customer is bound by and will comply with all Third-Party Licenses. Any breach by Customer of any Third-Party License is also a breach of this EULA. 5. Internet Connection. Customer acknowledges and agrees that its use of the Product Firmware, Mobile and Web Application will require an Internet connection available on a continuous basis, which connection and associated costs are Customer's sole responsibility. Ecoation will not be reliable for any functional issues that arise due to the customer's infrastructure. 6. Maintenance Services; Automatic Updates. Ecoation may, in its sole discretion, include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, "Updates") as Ecoation makes generally available to other licensees of the Product Firmware, Mobile and Web Application entitled to maintenance services. All Updates will be deemed Product Firmware subject to all Privacy Policy of this EULA. Unless otherwise agreed to in writing, maintenance services do not include any new version or new release of the Product Firmware that Ecoation may issue as a separate or new product, and Ecoation may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion. The Product Firmware, Mobile and Web Application may cause the Hardware to automatically communicate with Ecoation's servers to permit the Hardware to perform to its specifications, to record and collect usage metrics and data, and to receive Updates. The Updates may be automatically installed without providing any additional notice or receiving any additional consent. Customer consents to these automatic Updates. If Customer does not want the Updates, it should not use the Hardware. Ecoation may require Product Firmware, Mobile and Web Application to contain Updates as a condition to providing any maintenance services. Customer will provide Ecoation with adequate access and connectivity as required by Ecoation to provide maintenance and Updates to the Hardware and Product Firmware, as required. 7. Term and Termination. This EULA and the license granted hereunder are effective on the date Customer first uses the Product Firmware, Mobile and Web Application or Hardware and will continue for as long as Customer uses the Hardware, unless terminated earlier in accordance with the Agreement or this EULA. Ecoation may terminate this EULA and the license granted hereunder upon providing written notice to Customer if Customer fails to comply with the Privacy Policy of the Agreement or this EULA. The provisions of Sections 1, 2, 3 and 7 will survive termination or expiration of this EULA together with such other provisions of this EULA which expressly or by their nature survive termination or expiration. 8. Disclaimer. EXCEPT TO THE EXTENT WARRANTED UNDER THE TERMS OF THE AGREEMENT, ECOATION DOES NOT WARRANT THAT THE PRODUCT FIRMWARE, MOBILE AND WEB APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCT FIRMWARE AND APPLICATIONS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS EULA, THE PRODUCT FIRMWARE (OR ANY PART THEREOF) IS PROVIDED "AS IS" AND "AS AVAILABLE". 9. Export Regulation. The Product Firmware, Mobile and Web Application may be subject to Canadian and other applicable export control laws. Customer will not, directly, or indirectly, export, re-export or release the Product Firmware, Mobile and Web Application to, or make the Product Firmware, Mobile and Web Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. Customer will comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Product Firmware available outside Canada or the country Ecoation otherwise shipped the Product Firmware to pursuant to a Sales Order. EXHIBIT B TERMS OF SERVICE By using the SaaS Services, Customer acknowledges that Customer has read, accepted and agreed to be bound by and comply with the Privacy Policy set out in these Terms of Service. If Customer does not accept and agree to be bound by these Terms of Service, Customer will immediately cease any further use of the SaaS Services. These Terms of Service form part of the Agreement and are incorporated therein by reference. In the event of a conflict or inconsistency between these Terms of Service and the Terms as they relate to the SaaS Services, the Terms of Service will govern. 1. Definitions. For the purposes of these Terms of Service, the following terms will have the meanings set forth below: a) “Class 1 Customer Data” means any data, information, content, records, and files that relates to Customer’s specific farm and contains details of the grower, their practice, and their location that: i. Customer (or any of its Users) loads, makes available to, transmits to or enters into the SaaS Services; or ii. that is collected, received, or transmitted by the Product Firmware into the SaaS Services. Class 1 Customer Data is at all times Confidential Information of Customer. b) “Class 2 Customer Data” means any data, information, content, records, and files that contains digital symptoms of a particular pest or disease or trends that relates to health and productivity of a particular plant that: (i) Customer (or any of its Users) loads, makes available to, transmits to or enters into the SaaS Services; or (ii) that is collected, received, or transmitted by the Product Firmware and Hardware into the SaaS Services. For greater certainty, Class 2 Customer Data does not contain any meta data about the location, time or farm that it is collected at. c) “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning. d) “Personal Information” means information about an identifiable individual. 2. SaaS Services. a) Provisioning of the SaaS Services. Subject to Customer’s compliance with the Privacy Policy of the Agreement, Ecoation will make the SaaS Services available to Customer on the Privacy Policy set out in these Terms of Service for Customer’s internal business operations. Customer is responsible for identifying and authenticating all Users and for Users’ compliance with these Terms of Service. b) Restrictions on Use. Customer acknowledges and agrees that it is responsible for the use by all Users in compliance with these Terms of Service, any guidelines and policies published by Ecoation from time to time, and the activities of all Users on the SaaS Services. Without limiting the generality of any of the foregoing, Customer must not itself, and will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the SaaS Services or any Intellectual Property Rights therein or otherwise make the SaaS Services available to others; (ii) use the SaaS Services to permit timesharing or service bureau use, or commercially exploit the SaaS Services; (iii) use or access the SaaS Services in violation of any applicable law or Intellectual Property Right, in a manner that threatens the security or functionality of the SaaS Services, or for any purpose or in any manner not expressly permitted in these Terms of Service; (iv) use the SaaS Services to create, collect, transmit, store, use or process any Class 1 Customer Data or Class 2 Customer Data: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that Customer does not have the lawful right to create, collect, transmit, store, use or process; or (C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); (v) Modify the SaaS Services; (vi) reverse engineer, de-compile or disassemble the SaaS Services; (vii) remove or obscure any proprietary notices or labels on the SaaS Services, including brand, copyright, trademark and patent or patent pending notices; or (viii) perform any vulnerability, penetration, or similar testing of the SaaS Services. c) Suspension of Access; Modifications. Ecoation may, at its discretion: (i) suspend Customer's access to or use of the SaaS Services or any component thereof: (A) for scheduled maintenance; (B) if Customer or any User violates any provision of these Terms of Service; or (C) to address any emergency security concerns; and (ii) (ii) Modify the SaaS Services. Any suspension of the SaaS Services by Ecoation pursuant to these Terms of Service will not excuse Customer from its obligation to make payments under the Agreement. Customer is required to accept all patches, bug fixes and updates made by or on behalf of Ecoation to the SaaS Services. 3. Change Management. a) Each party will follow the procedure (the "Change Request Procedure") set out in Section 3(b) should it wish to make any change, addition, reduction, deletion, modification, relocation, improvement, amendment, delay, rescheduling or adjustment (a "Change") to the SaaS Services. b) Change Request Procedure i. Either party may send a notice to the other party requesting a Change. Day-to-day service requests within the scope of the SaaS Services are not considered a Change to which the Change Request Procedure applies. ii. Customer may request a Change by sending Ecoation a notice (each, a "Change Request") which notice will specify the Change in reasonable detail to enable Ecoation to evaluate it. iii. Upon receipt of a Change Request, Ecoation will prepare an estimate (“Change Order Proposal”) describing the Change, the cost or savings resulting from the Change, the expected delivery timeframe, fees and implementation approach, and the expected effect thereof on SaaS Services under the Agreement. iv. Ecoation may request a Change by sending Customer a Change Order Proposal in respect of the Change. v. Once Ecoation has prepared a Change Order Proposal, it will provide a copy thereof in writing to Customer for assessment and approval. vi. Customer will review such Change Order Proposal and, reasonably promptly, will either: (i) notify Ecoation in writing of its approval of the Change Order Proposal; (ii) seek further clarification as it reasonably deems necessary; or (iii) reject the Change Order Proposal. If Customer approves a Change Order Proposal, the parties will negotiate in good faith and agree in writing on an amendment to the SaaS Services based on the Change Order Proposal and once prepared, authorized representatives of each of Ecoation and Customer will execute it. If Customer does not respond to Ecoation's Change Order Proposal within 10 business days, the Change Order Proposal will be deemed rejected and any related Change Request will be deemed to have been withdrawn. 4. Customer Property. a) As between Customer and Ecoation, Customer is and will be the exclusive owner of all of the following, including all Intellectual Property Rights therein (collectively, “Customer Property”): i. all Customer growing and business data; all Customer hardware, equipment, software, and systems other than the ones rented from Ecoation, documentation, trade-marks, Confidential Information or intellectual property that is or has been procured, created or developed by Customer (whether alone or jointly with one or more persons, other than Ecoation, and whether such activities occurred prior to or after the Effective Date and independent of the Hardware, Product Firmware and Services); and ii. and any and all modifications to any of the foregoing. b) Customer Data. Except as specifically set forth in the Agreement, nothing in the Agreement assigns or grants to Ecoation any right, title or interest including any Intellectual Property Rights in or to Class 1 Customer Data or Class 2 Customer Data. (i) Class 1 Customer Data. Customer grants Ecoation a non-exclusive, worldwide, royalty-free, revocable, non-sublicensable, and fully paid-up right to access, collect, use, process, store, and transmit Class 1 Customer Data for the exclusive purpose of providing the SaaS Services. (ii) Class 2 Customer Data. Customer grants to Ecoation a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit Class 2 Customer Data to: (A) provide the SaaS Services; (B) improve and enhance the SaaS Services and its other offerings; and (C) produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Data"). Ecoation may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. 5. Customer User Account. Upon Customer's request, Ecoation will issue one or more administrator accounts (the "Administrator Accounts") to Customer that provides Customer with the capability to create user accounts (each, a "Customer User Account") for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the SaaS Services (each such user and administrator are considered Users). Customer will ensure that Users only use the SaaS Services through the Customer User Account. Customer will not allow any Users to share the Customer User Account with any other person. Customer will promptly notify Ecoation of any actual or suspected unauthorized use of the SaaS Services. Ecoation reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. 6. Security. In performing the SaaS Services and protecting the confidentiality of any Confidential Information of Customer in Ecoation's possession (including any Personal Information contained in such Confidential Information), Ecoation will have in place and comply with industry standard security procedures, protocols and policies applicable to providers of similar services in Canada. 7. Customer’s Intellectual Property Indemnity. Customer will defend Ecoation against and pay any judgments (or settlements to which Customer consents) for, any claims made by a third party that any Customer Property, including Class 1 Customer Data and Class 2 Customer Data, provided by Customer under this Agreement infringes such third party's Intellectual Property Rights. Customer's obligations to indemnify under this Section 7(c) are conditional on the following: (i) Ecoation will notify Customer, in a timely manner and in writing of the claim; (ii) Ecoation will give Customer sole control over defense and settlement of the claim; and (iii) Ecoation will provide Customer with reasonable information and assistance, at Customer's request, as needed in defending the claim. Customer will not be responsible for any settlement made by Ecoation without Customer's prior written consent. If Customer receives information concerning an infringement claim related to the Customer Property, Customer may, at its expense and without obligation to do so, either: (A) procure rights to continue to provide the infringing Customer Property; or (B) replace or modify the infringing Customer Property to make it non-infringing. 8. Support. Ecoation will provide Customer with technical support for the SaaS Services: (i) via telephone at 1-866-899-5491 from 9:00am to 5:00pm PST Monday through Friday, (excluding statutory and civic holidays observed in Vancouver, British Columbia; and (ii) via email at support@ecoation.com. Disclaimer. ECOATION DOES NOT WARRANT THAT THE SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAAS SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF SERVICE, THE SAAS SERVICES (OR ANY PART THEREOF) ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXHIBIT C ECOATION HARDWARE WARRANTY Last updated: June 9, 2021 1. Hardware Warranty. Ecoation warrants the Hardware described below that is supplied by Ecoation will be free from defects in materials and workmanship, for the applicable warranty period specified below ("Warranty Period"). If during the Warranty Period any Hardware is proven to be defective as determined by Ecoation, then Ecoation will either repair or replace such Hardware. 2. Warranty Period. The Hardware Warranty begins on the date the Hardware is shipped to the Customer (the "Warranty Start Date"). The Hardware Warranty period is the period beginning on the Rental Start Date and ending on the Rental End Date. 3. Additional Privacy Policy of the Ecoation Hardware Warranty. a) In order for the Hardware Warranty to apply: i. The Hardware must be installed under the virtual supervision of an Ecoation representative, and operated according to Ecoation specifications, instructions, and good practice, and in conformance with all local and national codes; ii. The Customer must have promptly installed all updates, upgrades, bug fixes, patches and other error corrections made available by Ecoation; iii. The Hardware must not be modified or altered by anyone other than Ecoation or with Ecoation's express written consent; iv. The Hardware must be properly maintained, cleaned, and stored in accordance with the specifications, documentation, and the Agreement; and v. The Hardware must not have been damaged and must carry undefaced original brand and manufacturing markings; any tamper-proof seals must be intact. b) The Hardware Warranty is limited to repair or replacement of defective equipment or components and includes associated labor expenses associated with such repair or replacement. c) This Hardware Warranty is contingent on Ecoation having received full payment for the rental service. d) This Hardware Warranty is for the benefit of the original customer of the Hardware and may not be transferred or assigned without written permission from Ecoation. e) Defects resulting from accident, abuse, vandalism, negligence, or circumstances beyond Ecoation's control (including abnormal physical or electrical stress), as well as due to improper usage, operation, maintenance or storage, will not be covered under the Hardware Warranty. f) This Hardware Warranty is customer's sole remedy and Ecoation's sole liability for Hardware defects. 4. Obtaining Hardware Warranty Service. a) In order to claim under this warranty, Customer must: i. notify Ecoation of any performance issue or warranty claims: info@ecoation.com. ii. facilitate Ecoation's reasonable investigation of warranty claims, which may require provision of operating data, and on-site inspection of equipment, or return of Hardware to Ecoation, at Ecoation's option. iii. be issued a Return Merchandise Authorization (RMA) prior to returning the Hardware. Unauthorized returns will be rejected and returned at the Customer's expense. iv. before returning the Hardware under warranty for repair or replacement, keep a separate copy of any data residing on the Hardware. Data recovery is not included in the warranty service and Ecoation is not responsible for data that may be lost or damaged during transit or a repair. b) The Hardware may be repaired or replaced with new or used parts. c) For Hardware found to be defective within thirty days of receipt by the Customer, Ecoation will absorb all reasonable (not rush) freight charges for the repair or replacement. Any Hardware found defective within the Warranty Period, but beyond the initial thirty-day period, should be returned prepaid to Ecoation for repair. Ecoation will repair the unit and return it freight pre-paid. d) The Customer is responsible for all risk of loss associated with the transportation of defective Hardware to Ecoation for warranty repair or replacement. Ecoation is responsible for all risk of loss associated with the delivery of the repaired or replaced Hardware back to the Customer. e) Returned Hardware found, upon inspection by Ecoation, to be in specification and not defective may be subject to an inspection fee and applicable freight charges. 5. General. In addition to the exclusions and limitations set out in this Hardware Warranty, the Hardware Warranty is subject to Ecoation's General Privacy Policy of Sale and any limitations and disclaimers set out therein. Ecoation Innovative Solutions Inc. 949 3rd St. West, Unit 113 North Vancouver, British Columbia V7P 3P7 EXHIBIT D ECOATION DEPENDENCIES 1. The following activities are Customer Dependencies in accordance with Section 7 of the Agreement: a) The Customer must install Ecoation hardware on a compatible greenhouse cart that meets the standards mentioned in the qualification form b) The Customer must install base-station server and network and wifi access points prior to using the OKO machine following the instructions provided by Ecoation. c) In case of a visit, the personnel of Ecoation or Ecoation contractors can commence work if required as soon as they arrive on site and are able at all times to undertake their work d) The necessary auxiliary and industrial materials such as, internet connectivity and electricity are available in good time in the correct position on site for Ecoation to use free of charge e) In case of a visit, suitable accommodation, proper sanitary facilities and facilities for the personnel of Ecoation as required under the Working Conditions Act are available f) All invisible cables and pipelines are clearly indicated g) Providing suitable storage for the Hardware between delivery and the Initial Setup of the Hardware h) Providing a place that is safe, clean and clear of debris where the Hardware can be placed and assembled i) In the event a remote installation is required, Customer will ensure an English- speaking representative of Customer is available to carry out the instructions provided by the Ecoation representative j) In respect of Ecoation's provision of the SaaS Services, Customer will: i. reasonably cooperate with Ecoation (including providing timely decisions and approvals, providing dedicated internet connectivity and power, providing secure location for server installation, providing access to IT department as applicable); and ii. perform those tasks and assume those responsibilities specified in this Exhibit or otherwise agreed in writing. k) Successful running of the hardware and monthly SaaS services are dependent on Customer properly maintaining the Hardware in a clean condition as specified by the user manual. 2. Costs that have arisen because Customer has not fulfilled the conditions as stated in this Exhibit, or not fulfilled them on time, are for the account of Customer.