Ag Data Use Agreement

Agreement to These Terms

These terms take effect when you accept them — by checking the box presented when you create an account or connect your farm data, or by otherwise indicating acceptance. By accepting, you agree to enter into this Agreement with Winnow, Inc. as of that date (the "Effective Date").

Key Terms

1. Definitions

"You" means the person or company that creates an account for use of the Services. "Company" means Winnow, Inc. "Services" means the Company's hardware, software, app, website, products, and services collectively. "Ag Data" has the meaning identified in the Key Terms. "Derived Data" means data created, generated, or inferred from original Ag Data sources, but does not include the original Ag Data itself. "Aggregated Data" means anonymized data combined with data from other users to create collective datasets.

2. The Information Company Collects

2.1 Ag Data

When using the Services, the types of data defined in Ag Data in the Key Terms.

2.2 Personal Information

Ag Data is generally not considered personal information, which includes items such as your name, address, phone number, and email address. However, in some circumstances, Ag Data may include personal information. Protection of personal information is governed by the Company's Privacy Policy and subject to applicable privacy laws.

2.3 Usage Data

The Company may collect information about how and when you use the Services, such as device type, operating system, browser, time of day, frequency, and time spent. Usage data is not considered Ag Data.

3. Ownership

3.1 Ag Data

As between you and the Company, you are the owner of Ag Data that originates from your farm, land, device, or equipment. Ownership gives you the right to share, download, and delete your Ag Data as explained in this Agreement.

3.2 Derived Data

The Company is the owner of any Derived Data.

3.3 Aggregated Data

The Company is the owner of Aggregated Data. Aggregated Data does not contain your personal information as defined in the Company's Privacy Policy. Any Aggregated Data made accessible to other users will be provided in datasets large enough to prevent identification of you. You may opt out of Aggregated Data sharing at any time by contacting the Support Contact in the Key Terms. Aggregated Data sets created prior to opting out cannot be deleted. If you opt out, you may lose some functions of the Services.

4. Your Responsibilities

You shall not allow any unauthorized person to access your login, password, account, or Ag Data. You are responsible for any data loss or damage to the Company or other users caused by unauthorized access to your account. You shall not upload data to the Company's servers unless you own it or are authorized to do so. You shall indemnify the Company from any claims that someone else owns Ag Data you uploaded, or that was uploaded using your credentials. If you want the Company to cease using your Ag Data upon termination, you must request deletion within the Data Retention Period specified in the Key Terms. Otherwise, the Company may assume you have abandoned all ownership claims. Once abandoned, the Company may delete or anonymize and aggregate your Ag Data according to this Agreement.

5. License to the Company

5.1 License Granted

To provide the Services, you grant the Company a limited license to:

• Clean your Ag Data by removing perceived errors and omissions;
• Store your Ag Data on servers owned, leased, or under the control of the Company;
• Share your Ag Data with third parties as authorized in Section 6;
• Use your Ag Data to provide the Services to you;
• Use Ag Data to create Derived Data;
• Combine your Ag Data with data from other users to create Aggregated Data; and
• Use your Ag Data as training data for AI models, provided the results do not disclose your Ag Data outside of the Company.

5.2 Restrictions

The Company shall only use Ag Data as permitted in this Agreement. The Company shall not sublicense your Ag Data without your consent. The licenses to train AI models and create Derived Data shall not circumvent the privacy protections in this Agreement. The Company shall not sell Aggregated Data to third parties.

5.3 Subcontractors

To the extent the Company engages third-party subcontractors to process or analyze your Ag Data, such subcontractors do not have an independent license to your Ag Data and must abide by this Agreement at all times.

6. Data Sharing with Third Parties

The Company will obtain your consent before sharing your Ag Data with any third party. The Company is not responsible for what a third party does with your Ag Data after you provide consent.

6.1 Trusted Advisors

You may grant "Trusted Advisors" access to view, edit, delete, upload, and download your Ag Data. Examples include agronomists, crop consultants, lenders, insurers, employees, family members, landowners, and others you designate. Trusted Advisors must obtain a Company account and agree to the Company's Privacy Policy, Terms of Service, and this Agreement before being granted access. You may revoke a Trusted Advisor's access at any time. Revocation may not cause previously shared Ag Data to be deleted from a Trusted Advisor's account.

6.2 Integrations

With your consent, the Company may allow you to share your Ag Data through links with other technology providers' platforms ("Integrations"). When Ag Data is shared with a third-party Integration, your use is subject to that party's policies and terms. Uploads from Integrations are subject to the Company's policies and terms.

6.3 Government

The Company will not share your Ag Data with government agencies without your consent, except as required by court order or other valid legal process. The Company will notify you of any government request to obtain your Ag Data, unless prohibited by law. The Company has no liability to you for disclosure made in response to a legally binding government demand.

7. Portability

You may download your Ag Data at any time while you maintain an active account. In some circumstances, your Ag Data may not be retrievable in its original format.

8. Storage and Retention

Ag Data is stored on servers under the control of the Company and located in the USA or Canada. The Company will store your Ag Data while your account is active and for the Data Retention Period specified in the Key Terms. After the Data Retention Period expires, the Company has no further obligation to retain your Ag Data.

9. Deletion

You may delete your Ag Data at any time while your account is active and during the Data Retention Period after termination. Post-termination deletion requests may be submitted to the Support Contact in the Key Terms. Deletion of Ag Data will not cause any Derived Data or Aggregated Data to be deleted.

10. Modifications

The Company may revise this Agreement from time to time. The Company will notify you by email or upon login, accompanied by a summary of changes. By continuing to use the Services after revisions become effective, you agree to be bound by the updated Agreement.

11. Security and Notice

The Company follows reasonable security measures to protect your Ag Data. In the event of a data breach, natural disaster, or other unforeseen event that causes your Ag Data to be disclosed to an unauthorized party or deleted, the Company will notify you upon login, by email, or by other method required by law.

12. Sale of Company

In the event the Company is sold or acquired (meaning at least 51% of ownership interest is transferred in a single calendar year), you will be notified. This Agreement will continue to apply to your Ag Data unless the new owner provides notice of a new Ag Data Use Agreement.

13. Limits on Liability

The Company is not liable for any damages resulting from disclosure of your Ag Data made according to this Agreement. The Company is not responsible for loss or unauthorized disclosure of your Ag Data due to: (i) an Act of God; (ii) other catastrophic event; (iii) a data breach unless caused by the Company's gross negligence; or (iv) someone other than you using your account.

14. General

Neither party has an obligation under this Agreement to share Ag Data or proceed with any proposed transaction. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior understandings, whether written or oral. This Agreement may only be amended by a written agreement signed by both parties. Notices to the Company must be sent to the Legal Notice Address in the Key Terms; notices to you will be sent to the email address on your account. Notices are deemed delivered on receipt. If any provision of this Agreement is held unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect. This Agreement may be executed in counterparts, including electronic copies, each of which is deemed an original.