Terms Of Service

Definitions

  1. "Predictive Nutrient Solutions" means Predictive Nutrient Solutions, Inc., and associated brands such as “MySoil” whose principal place of business is at 1595 Gray Lynn Dr, Walla Walla, WA 99362.

  2. "Predictive Nutrient Solutions Research" Predictive Nutrient Solutions Research only uses Soil and Self-Reported Information from users who have given informed consent. Predictive Nutrient Solutions Research activities do not include R&D.

  3. "Product Development" means research performed for the purpose of new product development and new product development activities performed by Predictive Nutrient Solutions on De-identified Information. These activities may include, among other things, improving our Services and/or offering new products or services to you; performing quality control activities; conducting data analysis that may lead to and/or include commercialization with a third party.

  4. "Service" or "Services" means Predictive Nutrient Solution's products, software, services, and website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by the user, regardless if the use is in connection with an account or not.

  5. "Personal Information" is information that can be used to identify you, either alone or in combination with other information. Predictive Nutrient Solutions collects and stores the following types of Personal Information:

    1. "Registration Information" is the information you provide about yourself when registering for and/or purchasing our Services (e.g. name, email, address, user ID and password, and payment information).

    2. "Soil Information" is information regarding your Soil, generated through processing of Soil by Predictive Nutrient Solutions or by its contractors, successors, and assignees; or otherwise processed by and/or contributed to Predictive Nutrient Solutions.

    3. "Self-Reported Information" information you provide to us, either through the Services or through a third party, including your Soil conditions, other Soil & plant health-related information and other information that you enter into surveys, forms, or features while signed in to your Predictive Nutrient Solutions account or that you authorize a third party to provide to Predictive Nutrient Solutions.

    4. "De-identified Information" information that has been stripped of your Registration Information (e.g., your name and contact information) and

      other identifying data such that you cannot reasonably be identified as an individual, also known as pseudonymized information.

    5. "User Content" is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials - other than Soil reports and Self-Reported Information-generated by users of the Services and transmitted, whether publicly or privately, to or through Predictive Nutrient Solutions.

    6. "Web Behavior Information" is information on how you use the Predictive Nutrient Solutions website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.

  6. "Aggregated Soil and Self-Reported Information" is Soil and Self-Reported Information that has been combined with that of other users and analyzed or evaluated as a whole, such that no specific individual may be reasonably identified.

    1. Acceptance of Terms

      Your use of the Services (excluding any services provided by Predictive Nutrient Solutions under a separate agreement) is subject to the terms of the legal agreement between you and Predictive Nutrient Solutions set forth in these Terms of Service ("TOS"). Except as specified herein, these TOS apply to any use of the Services, including but not limited to a) submitting a Soil sample for processing, b) uploading a digital version of your Soil/plant health Information and interacting with it on the Predictive Nutrient Solutions website and application, and/or c) creating and using a free Predictive Nutrient Solutions account without providing your Soil sample. In order to use the Services, you must first agree to the TOS. You may not use the Services if you do not accept the TOS. You can accept the TOS by (1) clicking to accept or agree to the TOS, where this option is made available to you by Predictive Nutrient Solutions for any Service; or by (2) actually using the Services. In this case, you acknowledge and agree that Predictive Nutrient Solutions will treat your use of the Services as acceptance of the TOS from that point onwards. In addition, when using particular Services, you shall be subject to any guidelines or rules applicable to such Services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. Predictive Nutrient Solutions also may offer other services from time to time that are governed by different terms of service.

    2. Prerequisites

  7. Whether you submit your own Soil sample, a Soil sample for anyone for whom you have legal authority to agree, you may not use the Services and may not accept the TOS if (1) you are not of legal age to form a binding contract with Predictive Nutrient Solutions, or (2) you are a person barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you use the Services.

  8. 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 to agree to these TOS on behalf of yourself or those for whom you have legal authority to agree.

  9. If your use of the Services includes creating a Predictive Nutrient Solutions account, without submitting a Soil sample or otherwise providing Soil Information, you must be thirteen (13) years of age or older to use the Services and accept the TOS.

    1. Description of the Services

      The Services include access to the Predictive Nutrient Solutions public website, application 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 the current Service shall be subject to the TOS. 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 Predictive Nutrient Solutions at the time of the purchase, viewing or other use. As research progresses and scientific knowledge and technology evolve, Predictive Nutrient Solutions 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 Predictive Nutrient Solutions provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Predictive Nutrient Solutions may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at Predictive Nutrient Solution's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Predictive Nutrient Solutions when you stop using the Services. Predictive Nutrient Solutions assumes no responsibility for the use of Services outside the terms of this TOS or other applicable terms.

      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 Predictive Nutrient Solutions 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 Predictive Nutrient Solutions at any time, at Predictive Nutrient Solution's discretion.

    2. Risks and Considerations Regarding Predictive Nutrient Solutions Services

      Once you obtain your Soil Information, the 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 welcome or positive. 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 Predictive Nutrient Solutions.

      The laboratory may not be able to process your sample, and the laboratory process may result in errors. The laboratory may not be able to process your sample up to 5% of the time if your Soil sample does not contain a sufficient volume of Soil, you do not provide enough Soil, unintended damage, or the results from processing do not meet our standards for accuracy.* If the initial processing fails for any of these reasons, Predictive Nutrient Solutions will reprocess the same sample at no charge to the user. If the second attempt to process the same sample fails, Predictive Nutrient Solutions will offer to send another sample collection kit to the user to collect a second sample at no charge. If the user sends another sample and Predictive Nutrient Solution's attempts to process the second sample are unsuccessful, (* Predictive Nutrient Solutions will not send additional sample collection kits and the user will be entitled solely and exclusively to a complete refund of the amount paid to Predictive Nutrient Solutions, less shipping and handling, provided the user shall not resubmit another sample through a future purchase of the Service. If the user breaches this policy agreement and resubmits another sample through a future purchase of the Service and processing is not successful, Predictive Nutrient Solutions will not offer to reprocess the sample or provide the user 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 (referred to as "Errors"). As this possibility is known in advance, users are not entitled to refunds where these Errors occur.

    3. User Representations

      By accessing Predictive Nutrient Solutions Services, you agree to, acknowledge, and represent as follows:

  10. You understand that information you learn from Predictive Nutrient Solutions is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your Soil & plant health. You understand that the Predictive Nutrient Solutions Services are intended for research, informational, and educational purposes only, and that while Predictive Nutrient Solutions information might offer recommendations or possible treatment, it should always be confirmed and supplemented by additional research and understanding. You acknowledge that Predictive Nutrient Solutions urges you to seek the advice of an agronomic professional if you have questions or concerns arising from your Soil test information.

  11. You give permission to Predictive Nutrient Solutions, its contractors, successors and assignees to perform Soil testing services on the Soil you provide in your Soil sample and you specifically request Predictive Nutrient Solutions to disclose the results of analyses performed on your Soil to you and to others you specifically authorize.

  12. You represent that you are eighteen (18) years of age or older if you are providing a Soil sample or accessing your Soil Information.

  13. You are guaranteeing that any sample you provide is your Soil; if you are agreeing to these TOS 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.

  14. If you are a customer outside the U.S. providing a Soil sample, you confirm that this act is not subject to any export ban or restriction in the country in which you reside.

  15. You agree that any Soil sample you provide, and all resulting data may be transferred and/or processed outside the country in which you reside.

  16. You are aware that some of the information you receive may provoke strong emotion.

  17. You take responsibility for all possible consequences resulting from your sharing with others access to your Soil Information and/or your Self-Reported Information.

  18. You understand that all your Personal Information will be stored in Predictive Nutrient Solutions databases and will be processed in accordance with the Predictive Nutrient Solutions Privacy Statement.

  19. Waiver of Property Rights: You understand that 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 Predictive Nutrient Solutions or its collaborators. 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.

    You agree that 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, Predictive Nutrient Solutions 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) and you will defend and indemnify Predictive Nutrient Solutions and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

    1. Account Creation, Customer Account, Password, and Security Obligations

      In consideration of your use of the Services, you agree to: (a) provide true, accurate, current, and complete Registration Information about your sample as prompted by the Service; and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any Registration Information that is untrue, inaccurate, not current, or

      incomplete, or if Predictive Nutrient Solutions has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, Predictive Nutrient Solutions 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 country to which your sample collection kit was shipped from Predictive Nutrient Solutions.

      After you have purchased a Service, you will 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 Predictive Nutrient Solutions account. If you allow third parties to access Predictive Nutrient Solution’s website through your username and password, you will defend and indemnify Predictive Nutrient Solutions and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to (a) immediately notify Predictive Nutrient Solutions 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. Predictive Nutrient Solutions cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

    2. Predictive Nutrient Solutions Privacy Statement and Disclosure of Information

      In order to use the Services, you must first acknowledge and agree to the Privacy Statement. You may not use the Services if you do not accept the Privacy Statement. You can acknowledge and agree to the Privacy Statement by (1) clicking to accept or agree to the Privacy Statement, where this option is made available to you by Predictive Nutrient Solutions for any Service; or by (2) actually using the Services.

      You acknowledge and agree that Predictive Nutrient Solutions has the right to monitor any use of its systems by its personnel at any time and maintain copies documenting such monitoring. Our Privacy Statement sets forth the only expectations of privacy any individual should have in Terms of Use of the Predictive Nutrient Solutions Services, website, or other systems. If you have given consent for your Soil Information and Self-Reported Information to be used in Predictive Nutrient Solutions Research. Predictive Nutrient Solutions Research may be sponsored by, conducted on behalf of, or in collaboration with third parties, such as non-profit foundations, academic institutions or agribusiness companies. Predictive Nutrient Solutions Research may study a specific group or population, identify potential areas or targets for product development, conduct or support the development of agribusiness product to diagnose, predict Soil and other plant health conditions, work with public, private and/or non-profit entities on Soil research initiatives, or otherwise create, commercialize, and apply this new knowledge to improve Soil and plant health. Predictive Nutrient Solutions will never release your individual- level Soil Information and/or Self-Reported Information to any third party without asking for and receiving your explicit consent to do so, unless required by law.

      Further, you acknowledge and agree that Predictive Nutrient Solutions is free to preserve and disclose any and all Personal Information to law enforcement agencies or others if required to do

      so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process (such as a judicial proceeding, court order, or government inquiry) or obligations that Predictive Nutrient Solutions may owe pursuant to ethical and other professional rules, laws, and regulations; (b) enforce the Predictive Nutrient Solutions TOS; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Predictive Nutrient Solutions, its employees, its users, its clients, and the public. In such event we will notify you through the contact information you have provided to us in advance, unless doing so would violate the law or a court order. You understand that the technical processing and transmission of the Services, including your Personal Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, or devices. Finally, Predictive Nutrient Solutions may, in its sole discretion, restrict access to the website for any reason.

      Please refer to our Privacy Statement to read about data protection related to your information. See our complete Privacy Statement here.

    3. Limited License

      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 Predictive Nutrient Solutions, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.

      You acknowledge that the Services content presented to you as part of the Services, whether original Predictive Nutrient Solutions Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by Predictive Nutrient Solutions and/or the sponsors who provide that content to Predictive Nutrient Solutions (or by other persons or companies on their behalf). Predictive Nutrient Solutions grants you a Limited License to copy and distribute free of charge, for non-commercial purposes only, any of the Services content with the exception of any content marked as not subject to this Limited License on the website, provided you: (i) provide the Services content as it appears on the Predictive Nutrient Solutions website with no changes including but not limited to presenting selections which might tend to misrepresent the substance of the Services content; (ii) include the following attribution on the first page of any materials you distribute: © Predictive Nutrient Solutions, Inc. 2019-2020. All rights reserved; distributed pursuant to a Limited License from Predictive Nutrient Solutions; and (iii) agree you have no right to offer anyone else any further right with respect to this Services content. Aside from the Limited License provided in this paragraph, you may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Services content (either in whole or in part) unless you have been specifically told that you may do so by Predictive Nutrient Solutions or by the owners of that content, in a separate agreement.

    4. Customer Conduct - Unlawful and Prohibited Use

      As a condition of your use of the Services, you warrant to Predictive Nutrient Solutions that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. You may not use the Services outside of the country to which your sample collection kit was shipped from Predictive Nutrient Solutions. Furthermore you agree not to use the Services to: (1) 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; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with Predictive Nutrient Solutions, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) "stalk" or otherwise harass another; (5) 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); (6) use any information received through the Services to attempt to identify other customers, to contact other customers; (7) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("Rights") of Predictive Nutrient Solutions or any other party; (9) harm minors in any way; (10) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) 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, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (12) 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; (13) use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the site, unless explicitly permitted by Predictive Nutrient Solutions; (14) engage in "framing," "mirroring," or otherwise simulating the appearance or function of Predictive Nutrient Solution's website; (15) attempt to or actually override any security component of Predictive Nutrient Solutions web services; (16) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (17) violate these Terms of Service, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with Predictive Nutrient Solutions; or (18)

      intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.

      You acknowledge and agree that you are solely responsible for (and that Predictive Nutrient Solutions has no responsibility to you or to any third party for) any breach of your obligations under the TOS and for the consequences (including any loss or damage which Predictive Nutrient Solutions may suffer) of any such breach. In case of breach of any one of these agreements Predictive Nutrient Solutions 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) and you will defend and indemnify Predictive Nutrient Solutions and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

      If you violate the terms of this Section and/or Predictive Nutrient Solutions has a reasonable ground to suspect that you have violated the terms of this Section, Predictive Nutrient Solutions 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).

    5. Export Control and Applicable Laws and Regulations

      Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree 1) that providing your sample is not subject to any export ban or restriction in the country in which you reside, 2) that your sample and data may be transferred and/or processed outside the country in which you reside, and 3) that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access any Service online.

    6. Material Posted Through The Service

      Predictive Nutrient Solutions will not, at all times, control any of the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such non-Predictive Nutrient Solutions content. You understand that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will Predictive Nutrient Solutions be liable in any way for any non-Predictive Nutrient Solutions content, including, but not limited to, 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 that Predictive Nutrient Solutions and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or move any content that is available via the Services. Without limiting the foregoing, Predictive Nutrient Solutions and its designees shall have the right to remove any content that violates the TOS or is deemed by Predictive Nutrient Solutions, in its sole discretion, to be otherwise objectionable.

      You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

    7. Material Provided to Predictive Nutrient Solutions - Your Proprietary Rights

      User Content. Predictive Nutrient Solutions does not claim ownership of the User Content you provide to Predictive Nutrient Solutions (including feedback and suggestions) or post, upload, input, or submit to the Service. 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 Predictive Nutrient Solutions, its affiliated companies, sublicensees (including but not limited to sublicensees who avail themselves of the Limited License granted in Section 9 above) and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, 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 Predictive Nutrient Solutions to make such User Content available to other companies, organizations, or individuals with whom Predictive Nutrient Solutions has relationships, and to use such User Content in connection with the provision of those services.

      You understand that Predictive Nutrient Solutions, 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 shall permit Predictive Nutrient Solutions to take these actions. You represent and warrant to Predictive Nutrient Solutions that you have all the rights, power, and authority necessary to grant the above license.

      Soil and/or Self-Reported Information. Disclosure of Soil Information and/or Self-Reported Information to third parties for Research purposes will not occur without explicit consent. Note that Predictive Nutrient Solutions cannot control any further distribution of Soil and/or Self- Reported Information that you share publicly on the Predictive Nutrient Solutions website. You acknowledge and agree that you are responsible for protecting and enforcing your rights and that Predictive Nutrient Solutions has no obligation to 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 website 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 TOS. You understand that you should not expect any financial benefit from Predictive Nutrient Solutions as a result of having your Soil Information processed; made available to you; or, as provided in our Privacy Statement and this TOS, shared with or included in Aggregated Soil and Self-Reported Information shared with any research collaborator.

      Waiver of Property Rights. As stated above, you understand that 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 Predictive Nutrient Solutions or its collaborating partners. 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.

    8. Indemnity

      You agree to defend and hold Predictive Nutrient Solutions, 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 User Content you submit, post to, or transmit through the Service; your use of the Service; your connection to the Service; your violation of the TOS; or your violation of any rights of another.

      If you have submitted a Soil sample or otherwise provided your own Soil Information, you will defend and hold harmless Predictive Nutrient Solutions, its employees, contractors, successors, and assigns from any liability arising out of the use or disclosure of any information obtained from your Soil sample and/or analyzing your Soil Information, which is disclosed to you consistent with our Privacy Statement or results from any third-party add-ons to tools we provide. In addition, if you choose to provide your Soil and/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 - you agree to defend and hold harmless Predictive Nutrient Solutions, its employees, contractors, successors, and assigns from any and all liability arising from such disclosure or use of your Soil and/or Self-Reported Information.

    9. No Resale of Service

      Other than pursuant to the terms of the Limited License in Section 9 of this TOS or unless otherwise agreed in a separate agreement between you and Predictive Nutrient Solutions, 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 Service, use of the Service, or access to the Service.

    10. General Practices Regarding Use and Storage

      You acknowledge that Predictive Nutrient Solutions may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Personal Information and Services content will be retained by the Service, the maximum disk space that will be allotted on Predictive Nutrient Solution'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 Predictive Nutrient Solutions 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 Predictive Nutrient Solutions reserves the right to change these general practices and limits in its sole discretion.

    11. Modifications to Service

      Predictive Nutrient Solutions 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 (i) modifications may result in a delay in computations for some of the Predictive Nutrient Solutions features or Services, and (ii) Predictive Nutrient Solutions shall 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 Predictive Nutrient Solutions. 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 Predictive Nutrient Solutions to deliver these to you) as part of your use of the Services.

      You acknowledge that Predictive Nutrient Solutions may offer different or additional technologies or features to collect and/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, and/or interpreted using any future or additional technologies or features.

    12. Termination

      The TOS will continue to apply until terminated by either you or Predictive Nutrient Solutions as set out in this Section.

      If you want to terminate your legal agreement with Predictive Nutrient Solutions, you may do so by deleting your Predictive Nutrient Solutions account and data within your Account Settings.

      Once you submit your request, we will send an email to the email address linked to your Predictive Nutrient Solutions 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.

      Predictive Nutrient Solutions may at any time, terminate its legal agreement with you (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of the TOS (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of the TOS); (2) Predictive Nutrient Solutions is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) the partner with whom Predictive Nutrient Solutions offered the Services to you has terminated its relationship with Predictive Nutrient Solutions or ceased to offer the Services to you; (4) Predictive Nutrient Solutions is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (5) the provision of the Services to you by Predictive Nutrient Solutions is, in Predictive Nutrient Solution's opinion, no longer commercially viable.

      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. You acknowledge and agree that Predictive Nutrient Solutions shall not be liable to you or any third party for any termination of your access to the Services.

    13. Survival of Terms

      When the TOS come to an end, all of the legal rights, obligations, and liabilities that you and Predictive Nutrient Solutions have benefited from, been subject to (or which have accrued over time while the TOS have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Sections 1.(Definitions); 2.(Acceptance of Terms); 3.(Prerequisites); 4.(Description of the Services); 5.(Risks and Considerations Regarding Predictive Nutrient Solutions Services); 6.(User Representations); 7.(Account Creation, Customer Account, Password and Security Obligations); 8.(Predictive Nutrient Solutions Privacy Statement and Disclosure of Information); 10.(Customer Conduct - Unlawful and Prohibited Use); 11.(Export Control and Applicable Laws and Regulations); 12.(Material Posted through the Service); 13.(Material Provided to Predictive Nutrient Solutions - Your Proprietary Rights); 14.(Indemnity); 15.(No Resale of Services); 18.(Termination); 19.(Survival of Terms); 20.(Dealings with Information Providers and Listed Resources); 21.(Hyperlinks and Predictive Nutrient Solutions Website); 22.(Predictive Nutrient Solutions Proprietary Rights); 23.(DISCLAIMER OF WARRANTIES); 24.(LIMITATION OF LIABILITY); 25.(Notice);

      27.(Violation or Suspected Violation of Terms of Service); 28. (Dispute Resolution); and 29.(Miscellaneous) shall continue to apply to such rights, obligations, and liabilities indefinitely.

    14. Dealings with Information Providers and Listed Resources

      Your correspondence or business dealings with-or participation in promotions of-information providers, vendors, and/or resources found on or through the Service, 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 Predictive Nutrient Solutions shall 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 the Predictive Nutrient Solutions Website

      The Service provides, and third parties may provide, links to other sites and resources on the Internet. Because Predictive Nutrient Solutions has no control over such sites and resources, you acknowledge and agree that Predictive Nutrient Solutions is not responsible for the availability of such external 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 Predictive Nutrient Solutions shall 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. Predictive Nutrient Solution's Proprietary Rights

      You acknowledge and agree that Predictive Nutrient Solutions (or Predictive Nutrient Solution's licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Predictive Nutrient Solutions and that you shall not disclose such information without Predictive Nutrient Solution's prior written consent.

      You further acknowledge and agree that 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. You further acknowledge and agree that information presented to you through the Services or sponsors is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Predictive Nutrient Solutions, 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 Predictive Nutrient Solutions 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 ("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 License Agreement terms.

      Predictive Nutrient Solutions, Inc., Predictive Nutrient Solutions, and other Predictive Nutrient Solutions logos and product and service names are trademarks of Predictive Nutrient Solutions and these marks together with any other Predictive Nutrient Solutions trade names, service marks, logos, domain names, and other distinctive brand features are the "Predictive Nutrient Solutions Marks". Unless you have agreed otherwise in writing with Predictive Nutrient Solutions, other than through the Limited License in Section 9, nothing in the TOS gives you a right to use any Predictive Nutrient Solutions Marks and you agree not to display, or use in any manner, Predictive Nutrient Solutions Marks.

      You agree that you shall 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 Predictive Nutrient Solutions, you agree that in using the Services, you will not use any trade mark, service mark, trade name, 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.

      For any Software not accompanied by a License Agreement, Predictive Nutrient Solutions grants you a personal, non-transferable, and non-exclusive 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 Predictive Nutrient Solutions, in writing. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Predictive Nutrient Solutions, in the manner permitted by the TOS. Unless Predictive Nutrient Solutions 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 Predictive Nutrient Solutions for use in accessing the Service. Any rights not expressly granted herein are reserved.

    17. Disclaimer of Warranties

      YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PREDICTIVE NUTRIENT SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. (2) PREDICTIVE NUTRIENT SOLUTIONS MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) 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. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PREDICTIVE NUTRIENT SOLUTIONS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. PREDICTIVE NUTRIENT SOLUTIONS DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, PREDICTIVE NUTRIENT SOLUTIONS

      SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

    18. Limitation of Liability

      WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PREDICTIVE NUTRIENT SOLUTIONS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PREDICTIVE NUTRIENT SOLUTIONS 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, (v) 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.

    19. Notice

      Notices to you may be made via either email or regular mail. Predictive Nutrient Solutions may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on or through the Services.

      Official notices related to this TOS must be sent to us at:

      Predictive Nutrient Solutions, Inc.

      ATTN: Chief Legal and Regulatory Officer

      P.O. Box 429

      Walla Walla, WA 99362

       

      Additionally, Predictive Nutrient Solutions accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

    20. Changes to the Terms of Service

      Predictive Nutrient Solutions may make changes to the TOS from time to time. When these changes are made, Predictive Nutrient Solutions will make a new copy of the TOS available on its website and any new additional terms will be made available to you from within, or through, the affected Services. The revised TOS will be effective on or after the posted date. If we make a material change to the TOS, we will provide you with notice thirty (30) days prior to the

      effective date of the change by posting a notice on our website or sending a message to the email address associated with your account. Unless you notify us within thirty (30) days from the time you receive notice of the new terms that you do not agree to the terms, you will be deemed to have agreed to the new TOS. If any change to the TOS is unacceptable to you, you may stop using our Services and delete your account at any time. You acknowledge and agree that if you use the Services after the date on which the TOS have changed, Predictive Nutrient Solutions will treat your use as acceptance of the updated TOS.

    21. Violation or Suspected Violation of Terms of Service

      If you violate the terms of these TOS and/or Predictive Nutrient Solutions has a reasonable ground to suspect that you have violated the terms of these TOS, Predictive Nutrient Solutions 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).

    22. Dispute Resolution

      PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

  20. Initial Dispute Resolution. We are available by email at mySoil@pns.ag to address any concerns you may have regarding your use of the Service. 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 shall be a precondition to either party initiating a lawsuit or arbitration.

    1. Miscellaneous

  21. Entire Agreement. The TOS constitute the entire agreement between you and Predictive Nutrient Solutions and govern your use of the Services, superseding any prior agreements between you and Predictive Nutrient Solutions 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

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

  23. Admissibility of printed version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same

    extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  24. Section titles. The section titles in the TOS are for convenience only and have no legal or contractual effect.

  25. Severability Clause. If any portion of these TOS is found to be unenforceable, the remaining portion will remain in full force and effect.

  26. Assignment: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Predictive Nutrient Solutions for any third party that assumes our rights and obligations under this Agreement.

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Tel: (855) 697-6451

Address: P.O. Box 1398., Walla Walla, WA 99362