Last Updated May 20, 2024

Predictive Nutrient Solutions, Inc., a Washington corporation, including its contractors, successors, and assignees (collectively, “PNS,” “we,” “us,” “our,” and their derivatives), provides products, including, soil test kits and software under the brand MySoil (collectively, “Products”); websites, including https://www.predictivenutrientsolutions.com and https://www.mysoiltesting.com, and their respective subdomains (collectively, the “Websites”); and other services (with the Products and Websites, collectively, the “Services”).

THESE TERMS OF SERVICE (“TERMS”) CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY. ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PNS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. ACCEPTANCE OF TERMS By using any of the Services, including, without limitation, (a) submitting a soil sample for processing, (b) uploading a digital version of your soil/plant health information, (c) interacting with our Websites, and/or (c) creating and using a free PNS account without providing your soil sample, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use any of the Services. In addition, when using particular Services, you will be subject to any guidelines or rules applicable to such Services that may be posted by PNS from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.

2. AGE REQUIREMENTS Whether on behalf of yourself or rightfully on behalf of another, by using the Services and accepting these Terms, you represent, warrant, and covenant that (a) you are of legal age to form a binding contract with PNS, and (b) your use of the Services is lawful, and is not barred under the laws of the jurisdiction in which you are resident or from which you use the Services. In addition to the conditions above, if you contribute or otherwise provide your own soil information, you must be eighteen (18) years of age or older. If you want to create a PNS account, without submitting a soil sample or otherwise providing soil information, you must be thirteen (13) years of age or older.

3. DESCRIPTION OF THE SERVICES The Services include access to the Websites and personal soil testing services, including the collection and analysis of your soil sample. Unless explicitly stated otherwise, each new feature that augments or enhances any current Service will be subject to these Terms. You acknowledge and agree that the Services are provided “AS-IS” and are based on the current state of the art of soil research and technology in use by PNS at the time of the purchase, viewing, or other use. As research progresses and scientific knowledge and technology evolve, PNS is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which PNS provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that PNS may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at PNS’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform PNS when you stop using the Services. PNS assumes no responsibility for the use of Services outside these Terms. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. In order to use the Services, you must obtain Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are solely responsible for paying such fees. In addition, you must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device. You are solely responsible for providing such equipment. You acknowledge and agree that while PNS may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by PNS at any time, at PNS’s discretion.

4. ASSUMED RISKS OF THE SERVICES Once you obtain from us the information regarding our analysis of your soil (“Soil Information”), that knowledge is irrevocable. You should not assume that any information we may be able to provide to you, whether now or as soil research advances, will be positive or free from Errors (defined below). You should also understand that as research advances, in order for you to assess the meaning of your soil in the context of such advances, you may need to obtain further services from PNS. The laboratory may not be able to process your sample, and the laboratory process may result in errors. If the initial processing fails because (a) your soil sample does not contain a sufficient volume of soil, or (b) the results from processing do not meet our standards for accuracy, PNS will reprocess the same sample at no charge to you. If such second attempt to process the same sample fails, PNS will offer to send another sample collection kit to you to collect a second sample at no charge. If you send another sample containing a sufficient volume of soil and PNS’s attempts to process such second sample are unsuccessful, PNS will not send additional sample collection kits, and you will be entitled solely and exclusively to a complete refund of the amount paid to PNS, less shipping and handling. If after such refund is issued, you submit or resubmit another sample through a future purchase of the Service and processing is not successful, PNS will not offer to reprocess the sample or provide a refund. Even for processing that meets our high standards, a small, unknown fraction of the data generated during the laboratory process may be un-interpretable or incorrect (“Errors”). As this possibility is known in advance, you are not entitled to refunds where these Errors occur.

5. ACCOUNT CREATION, YOUR ACCOUNT, PASSWORD, AND SECURITY OBLIGATIONS In order to use the Services, you agree to: (a) provide true, accurate, current, and complete information when registering your sample as prompted by the Service; and (b) maintain and promptly update such information to keep it true, accurate, current, and complete. If you provide any information to PNS that is untrue, inaccurate, not current, or incomplete, or if PNS has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, PNS has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). The Services are for use only in the United States of America. In order to use certain Services, you must create a username and password. You are responsible for maintaining the confidentiality of your username and password, and are fully responsible for all activities that occur under your PNS account. You agree to (a) immediately notify PNS of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session. PNS is not liable for any loss or damage arising from your failure to comply with this Section.

6. YOUR REPRESENTATIONS As a condition of your use of the Services, you represent, warrant, and covenant to PNS that: (a) information you learn from PNS is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your soil and plant health; (b) the Services are intended for research, informational, and educational purposes only, and that while PNS information might offer recommendations or possible treatment, it should always be confirmed and supplemented by additional research and understanding; (c) you will seek advice of an agronomic professional if you have questions or concerns arising from your soil test information; (d) you give permission to PNS to perform soil testing services on the soil you provide in your soil sample, and you specifically request PNS to disclose the results of analyses performed on your soil to you and to others you specifically authorize; (e) you are eighteen (18) years of age or older if you are providing a soil sample or accessing the Soil Information; (f) any sample you provide is your soil, or if you are agreeing to these Terms on behalf of a person for whom you have legal authorization, you are confirming that the sample provided will be the sample of that person; (g) you are located in the United States of America, and any soil sample you provide was collected in the United States of America; (h) you take responsibility for all possible consequences resulting from your disclosure of information to us, either through the Services or through a third party, including your soil conditions, other soil and plant health-related information, and other information that you enter into surveys, forms, or features while signed in to your PNS account or that you authorize a third party to provide to PNS (collectively, “Self-Reported Information”); (i) you take responsibility for all possible consequences resulting from your disclosure of any Self-Reported Information or Soil Information to third parties; and (j) you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations, PNS has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

7. PROHIBITED CONDUCT As a condition of your use of the Services, you further represent, warrant, and covenant to PNS that: (a) you will not use the Services for any purpose that is unlawful or prohibited by these Terms, conditions, or notices; (b) you will not use the Services in any manner that could damage, disable, overburden, or impair the Services or PNS, or interfere with any third party’s use and enjoyment of the Services; (c) you will not obtain or attempt to obtain any materials or information through any means other than through the Services; (d) you will not use the Services outside of the United States of America; (e) you will not use the Services to upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (f) you will not use the Services to impersonate any person or entity, including, without limitation, anyone affiliated with PNS, or falsely state or otherwise misrepresent your affiliation with a person or entity; (g) you will not use the Services to add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (h) you will not use the Services to “stalk” or otherwise harass another; (i) you will not use the Services to upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements); (j) you will not use any information received through the Services to attempt to identify other customers or to contact other customers; (k) you will not download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (l) you will not upload, post, email, or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of PNS or any other party; (m) you will not use the Services to harm minors in any way; (n) you will not use the Services to advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (o) you will not upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (p) you will not upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (q) you will not use manual or automated software, devices, scripts robots, or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services; (r) you will not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any Website; (s) you will not attempt to or actually override any security component of the Services; (t) you will not interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (u) you will not violate these Terms, any code of conduct, or other guidelines which may be applicable for any particular area of the Services or which were communicated to you by anyone affiliated with PNS; or (v) you will not intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law; and (w) you will not assist any third party in doing the foregoing. You acknowledge and agree that you are solely responsible for (and that PNS has no responsibility to you or to any third party for) any breach of your obligations under these Terms and for the consequences (including any loss or damage which PNS may suffer) of any such breach. If you violate any part of this Section and/or PNS has a reasonable ground to suspect that you have violated this Section, PNS has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

8. PNS’S PROPRIETARY RIGHTS All aspects of the Services, including, without limitation, any works of authorship (e.g., analytical reports, images, diagrams, etc.), trademarks, features, or functionality, and other intellectual property contained in, comprising, or underlying the Services, are owned by PNS, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. PNS, Inc., PNS, MySoil, My Soil Professional, and other PNS logos and product and service names are trademarks of PNS and these marks together with any other PNS trade names, service marks, logos, domain names, and other distinctive brand features are the “PNS Marks.” Unless you have agreed otherwise in writing with PNS, other than through the Limited Licenses below, nothing in these Terms gives you a right to use any PNS Marks, and you agree not to display, or use in any manner, PNS Marks. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services. Unless you have been expressly authorized to do so in writing by PNS, you agree that in using the Services, you will not use any trade mark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos. You acknowledge and agree that: (a) PNS (or PNS’s licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including, without limitation, patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist); (b) the Services may contain information which is designated confidential by PNS, and that you will not disclose such information without PNS’s prior written consent; (c) the Services and any necessary software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws; and (d) information presented to you through the Services is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by PNS, you agree not to, and not to permit anyone else to, modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of PNS and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (each, a “License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the terms and conditions of the License Agreement.

9. LIMITED LICENSE TO THE SOFTWARE For any Software not accompanied by a License Agreement, PNS grants you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right and license to use the object code of its Software on a single computer. You may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by PNS, in writing. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by PNS, in the manner permitted by these Terms. Unless PNS has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by PNS for use in accessing the Service. Any rights not expressly granted herein are reserved.

10. LIMITED LICENSE TO THE SERVICES CONTENT You acknowledge that any content presented to you as part of the Services (“Services Content”), whether or not PNS original content, is protected by copyright and other intellectual property rights that are owned by PNS or the third party who provides that content to PNS. PNS grants you a non-transferable, non-sublicensable, revocable, limited license (a “Limited License”) to copy and distribute free of charge, for non-commercial purposes only, any of the Services Content, excepting any content marked as excluded from this Limited License, provided you: (a) provide the Services Content as it originally appears with no changes, including, without limitation, presenting selections which might tend to misrepresent the substance of the Services Content; and (b) include the following attribution on the first page of any materials you distribute: “© Predictive Nutrient Solutions, Inc., 2019. All rights reserved. Distributed pursuant to a limited license from Predictive Nutrient Solutions, Inc.” Aside from the Limited License provided in this Section, you may not modify, rent, lease, loan, sell, distribute, or create derivative works based on any Services Content (either in whole or in part) without the prior written consent of PNS, or where applicable, the owners of the Services Content. Except as provided by the Limited License, or as otherwise agreed in a separate signed agreement between you and PNS, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Services Content.

11. NO COMPENSATION AND NO TRANSFER OF RIGHTS You understand that by using any of the Services, including, without limitation, by providing any sample, having your Soil Information processed, accessing your Soil Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by PNS or any third party. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Soil Information or Self-Reported Information.

12. SOIL INFORMATION AND SELF-REPORTED INFORMATION Disclosure of Soil Information or Self-Reported Information to third parties for research purposes will not occur without explicit consent. Note that PNS cannot control any further distribution of Soil or Self- Reported Information that you share publicly on the Websites. You acknowledge and agree that you are responsible for protecting and enforcing your rights, and that PNS has no obligation to and will not do so on your behalf. Your soil sample, once submitted to and analyzed by us, is processed in an irreversible manner and cannot be returned to you. See our Websites for more information on sample processing. Any Soil Information derived from your soil remains your information, subject to rights we retain as set forth in these Terms. You understand that you should not expect any financial benefit from PNS as a result of having your Soil Information processed, made available to you, or, as provided in these Terms, shared with or included in aggregated Soil or Self-Reported Information shared with any research collaborator.

13. USER CONTENT (a) Definition. “User Content” is any information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials generated by you or other users of the Services and transmitted, whether publicly or privately, to or through PNS, excluding your Soil Information or Self-Reported Information. (b) Your Responsibilities. You acknowledge that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not PNS, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via any of the Services. (c) Your Assumed Risks and Disclaimer of Liability by PNS. PNS will not, at any time, control any of the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such non-PNS content. You understand that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will PNS be liable in any way for any User Content, including, without limitation, any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content posted, emailed, or otherwise transmitted via the Services. You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such content. You acknowledge that PNS and its designees will have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or remove any User Content. Without limiting the foregoing, PNS and its designees will have the right to remove any content that violates these Terms or is deemed by PNS, in its sole discretion, to be otherwise objectionable. (d) License to PNS of User Content. PNS does not claim ownership of the User Content you provide to PNS (including feedback and suggestions) or post, upload, input, or submit on or through the Services. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services. However, by submitting, posting, or displaying User Content, you give PNS, its affiliated companies, sublicensees (including, without limitation, sublicensees who avail themselves of the Limited License granted above), successors, and assigns, a perpetual, irrevocable, worldwide, royalty-free, fully paid up, transferable, sublicensable, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for PNS to make such User Content available to other companies, organizations, or individuals with whom PNS has relationships, and to use such User Content in connection with the provision of the Services. You understand that PNS, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license will permit PNS to take such actions. You represent warrant, and covenant to PNS that you have all the rights, power, and authority necessary to grant the above license.

14. DEALINGS WITH INFORMATION PROVIDERS AND LISTED RESOURCES Your correspondence or business dealings with, or participation in promotions of, information providers, vendors, or resources found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such information provider or resource. You acknowledge and agree that PNS will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Service.

15. HYPERLINKS AND OTHER WEBSITES The Services may provide, and third parties may provide, links to sites other than the Websites, and other resources on the Internet. Because PNS has no control over such other sites and resources, you acknowledge and agree that PNS is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PNS will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.

16. GENERAL PRACTICES REGARDING USE AND STORAGE You acknowledge that PNS may establish general practices and limits concerning use of the Services, including, without limitation, the maximum number of days that User Content will be retained, the maximum disk space that will be allotted on PNS’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that PNS has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services, or for the loss of Soil Information due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge that PNS reserves the right to change these general practices and limits in its sole discretion and without notice.

17. MODIFICATIONS TO SERVICES PNS reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You acknowledge and agree that (a) modifications may result in a delay in computations for some of the PNS features or Services, and (b) PNS will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. The Software that you use may from time to time automatically download and install updates from PNS. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit PNS to deliver these to you) as part of your use of the Services. You acknowledge that PNS may offer different or additional technologies or features to collect or interpret Soil Information in the future and that your initial purchase of the Service does not entitle you to any different or additional technologies or features for collection or interpretation of your Soil Information without fee, and that you will have to pay additional fees in order to have your Soil Information collected, processed, or interpreted using any future or additional technologies or features.

18. CHANGES TO THESE TERMS PNS may make changes to these Terms from time to time. When these changes are made, PNS will make a new copy of these Terms available on its Websites and any new additional terms will be made available to you from within, or through, the affected Services. The revised Terms will be effective on the posted date. If any change to these Terms is unacceptable to you, you must stop using our Services and delete your account. You acknowledge and agree that if you use the Services after the date on which these Terms have changed, PNS will treat your use as acceptance of the updated these Terms.

19. TERMINATION These Terms will continue to apply until terminated by either you or PNS as set out in this Section. If you want to terminate these Terms with PNS, you may begin to do so by deleting your PNS account and data via request within your account settings. Once you submit your request, we will send an email to the email address linked to your PNS account asking you to confirm your request. Upon receiving your confirmation, we will process your request to delete your data, and you will no longer be able to sign-in to your account. PNS may, at any time, terminate these Terms with you (and in conjunction therewith, your password and account(s)) if: (a) you have breached any provision of these Terms (or have acted, in PNS’s sole discretion, in a manner which shows that you do not intend to, or are unable to comply with, the provisions of these Terms); (b) PNS is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) a third party with whom PNS offered the Services to you has terminated its relationship with PNS or ceased to offer the Services to you; (d) PNS is transitioning to no longer providing the Services to users in the state in which you reside or from which you use the Services; or (e) the provision of the Services to you by PNS is, in PNS’s sole discretion, no longer commercially viable. You acknowledge and agree that PNS will not be liable to you or any third party for any termination of your access to the Services. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities.

20. SURVIVAL Upon termination for any reason, any Sections which by their nature should survive termination will survive, including, without limitation, Sections entitled PNS’s Proprietary Rights, No Compensation and No Transfer of Rights, License to PNS of User Content, Indemnity, Disclaimer of Warranties, Limitation of Liability, Dispute Resolution, and Miscellaneous.

21. INDEMNITY You agree to defend and hold PNS, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) User Content you submit, post to, or transmit through the Services; (b) your use of or connection to the Services; (c) your violation of these Terms; (d) your violation of any rights of a third party; (e) the use or disclosure of any information obtained from your soil sample or analyzing your Soil Information; or (f) the use or disclosure of your Soil or Self-Reported Information, if you chose to provide your Soil or Self-Reported Information to third parties, whether individuals to whom you facilitate access, intentionally or inadvertently, or to third parties for diagnostic or other purposes.

22. DISCLAIMER OF WARRANTIES YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: A) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PNS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. B) PNS MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PNS OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

23. LIMITATION OF LIABILITY YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PNS DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, PNS SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES. WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PNS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE SERVICES, (C) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (D) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (F) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR (G) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

24. DISPUTE RESOLUTION PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. (a) Excluded Claims. The rest of this Section contains an agreement to arbitrate and applies to any dispute, claim, or controversy between you and PNS except: (i) claims by PNS to enforce any of its intellectual property rights (including anti-circumvention claims or any other related statutory rights) against you; and (b) your violation of the Prohibited Conduct Section. You agree any disputes, claims, or controversies arising out of or related to (i) and (ii) will be governed by Washington law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any such disputes, claims, or controversies will be subject to the exclusive jurisdiction of, and you consent to venue in, the state and federal courts located in King County, Washington. (b) Agreement to Arbitrate. You and PNS agree that any dispute, claim, or controversy (other than those covered by the preceding “Excluded Claims” Section) arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services, or the issue of arbitrability (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Equity Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide PNS with written notice of your desire to do so by email or regular mail, in accordance with the “Notice” Section below, within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you do not provide PNS with an Arbitration Opt-out Notice within such thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute, except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Equity Action or, if you timely provide PNS with an Arbitration Opt-out Notice, will be the state and federal courts located in King County, Washington, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide PNS with an Arbitration Opt-out Notice, you acknowledge and agree that you and PNS are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and PNS otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed void. (c) Arbitration Rules. The arbitration will be administered by JAMS alternative dispute resolution (“JAMS”) in accordance with the applicable JAMS clauses, rules, and procedures (the “JAMS Rules”) then in effect, except as modified by this “Dispute Resolution” Section. (The JAMS Rules are available at http://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at 1-800-352-5267.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. (d) Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules. (e) Arbitration Location and Procedure. Unless you and PNS otherwise agree in writing, the arbitration will be conducted at JAMS’s Seattle, Washington offices. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and PNS submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. (f) Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” Section above as to the types and amounts of damages for which a party may be held liable. (g) Fees. Your responsibility to pay any JAMS filing, administrative, and arbitrator fees will be solely as set forth in the JAMS Rules. (h) Changes. Notwithstanding the provisions of the “Changes to these Terms” Section above, if PNS changes this “Dispute Resolution” Section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of PNS’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and PNS in accordance with the provisions of this “Dispute Resolution” Section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). (i) Precondition to Arbitrate. We are available by email at mysoil@pns.ag to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which will be a precondition to you initiating any arbitration.

25. MISCELLANEOUS (a) Notices. Notices to you may be made via either email or regular mail and are deemed delivered upon confirmation of transmission, if by email, or on the third day following the posting of such notice if by regular mail. PNS may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on or through the Services. Notices by you related to these Terms must be sent to us at the below address. Additionally, PNS accepts service of process at this address. Any notices that you provide without compliance with this Section will have no legal effect. Any notice by you is deemed delivered upon confirmation of receipt by PNS. Predictive Nutrient Solutions, Inc. ATTN: Chief Legal and Regulatory Officer P.O. Box 429 Walla Walla, WA 99362 (b) Waiver. The failure of PNS to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. (c) Admissibility of Printed Version. A printed version of these Terms and of any notice given in electronic form will be admissible in arbitration to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. (d) Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect. (e) Severability. If any provision of these Terms is found by an arbitrator to be invalid, the parties nevertheless agree that the arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. (f) Assignment. You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation will be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you. We may also substitute PNS, by way of unilateral novation, effective upon notice to you, for any third party that assumes our rights and obligations under these Terms. (g) Entire Agreement. These Terms, together with any License Agreement(s) and any guidelines or rules provided by PNS with respect to a particular Service, constitute the entire agreement between you and PNS and govern your use of the Services, superseding any prior agreements between you and PNS on this subject. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content, or third party software.