These terms of use and conditions (this "Agreement") are between Scale-Tec, LTD, an Iowa corporation ("we" or "Scale-Tec"), and you, including the entity on whose behalf that you are registering, and this Agreement governs your use of the farm.scale-tec.com website and mobile application, as well as all content, services, and features you subscribe to through the Website (the "Services").

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE CREATING AN ACCOUNT. YOU ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND ELECTRONICALLY SIGN THIS AGREEMENT BY CHECKING "I ACCEPT" NEXT TO THE HYPERLINK TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS IN THIS AGREEMENT, YOU MUST NOT USE THE WEBSITE TO CREATE AN ACCOUNT OR SUBSCRIBE TO OR USE THE SERVICES. BY CREATING AN ACCOUNT OR SUBSCRIBING TO OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND THE COMPANY ON WHOSE BEHALF YOU ARE REGISTERING.

1. Creating an Account. Prior to creating an account, you must read through and accept the REAP Terms and Conditions.   To complete registration, you must also provide Scale-Tec with the following information: your name, the name of your company on whose behalf you are registering, address, billing information, a username and a password.

2.1. Subscription. Subject to the payment of fees in Section 3, and the other terms and conditions of this Agreement, Scale-Tec hereby grants you a non-exclusive, non-transferable subscription to the Services during the Subscription Term. The Subscription Term will begin once you have completed the registration process and continue for one (1) year. The Subscription Term will automatically renew thereafter for successive one (1) year periods, unless you notify Scale-Tec within thirty (30) days before the end of the then current period. Each successive annual renewal period becomes a part of the Subscription Term.

2.2 Your Covenants. You agree that you will: (a) provide Scale-Tec with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required by Scale-Tec in order to render the Services, including, but not limited to, your Data (as defined in Section 2.3); (b) comply with all applicable laws and regulations with respect to your activities under this Agreement; (c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner; (d) obtain and maintain all necessary licenses, consents, and permissions necessary for Scale-Tec to perform its obligations under this Agreement; (e) ensure that your computer hardware, network and systems comply with the relevant specifications provided by Scale-Tec from time to time; and (f) be solely responsible for procuring and maintaining the your Device, network, network connections, and telecommunications links from your systems to Scale-Tec’s servers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network, network connections, or telecommunications links or caused by the internet.

2.3 Scale-Tec’s Privacy Covenants. Scale-Tec will collect the following information from you and the Device: field name, storage name, storage location, point of unload origin, truck name, point of unload, grain cart weight, and moisture (collectively, "Data"). Scale-Tec believes that the Data belongs to you, subject to Scale-Tec’s non-exclusive right to use the Data in providing the Services to you. Scale-Tec will not sell the Data to any third party, and will only disclose the Data as required by law, such as to comply with a subpoena, or similar legal process, based on a good faith belief that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request, with trusted service providers who work on our behalf, and do not have an independent use of the Data being disclosed, or upon a merger, acquisition, or sale of all or a portion of our assets, or disposition in bankruptcy or similar event. The Data is commercial Data, which you agree is not consumer data subject to state and federal privacy laws.

2.4 Intellectual Property. You agree that Scale-Tec owns all intellectual property rights in the Services. Except as expressly stated herein for the Subscription Term, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Services. You further agree that you will not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; (b) attempt to reverse compile, disassemble, emulate, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; (c) access all or any part of the Services in order to build a product or service which competes with the Services; or (d) use the Services to provide services to third parties without prior written consent.

3. Payment and Fees.  Scale-Tec offers two subscription plans to the Services: a free trial version and a subscription version. The free trial version of the Services has a limited term of 14 days, while the subscription version offers the full functionality of the Services for an annual term. You can read more about each version on the website. With respect to either version to which you enroll, you agree to pay the annual Subscription Fee, if any, which are stated on the website for the Subscription Term. The fees for the subscription to the Services are billed in advance, are non-refundable, and automatically renew on an annual basis. The Subscription Fee for each renewal period is subject to change, and such changes will be effective thirty (30) days after such changes have been posted on the website or after you have received Notice (as defined in Section 10) from Scale-Tec for the next renewal period of the Subscription Term.

Scale-Tec will collect the Subscription Fee from you, and you will pay the Subscription Fee through Scale-Tec’s merchant account. You may elect to pay the Subscription Fee through an invoice, in which case the Subscription Fee is due Net (10).

We reserve the right to deactivate your access to the Services and terminate the Agreement for failure to pay the Subscription Fee as described in this Agreement and on the website when due. Unless otherwise stated, all fees are stated in U.S. Dollars.

4. Cancellation and Termination. You can cancel your subscription and this Agreement at any time by sending Scale-Tec Notice, pursuant to Section 10. All fees that have been billed to you are non-refundable, so we must receive such Notice at least thirty (30) days before your renewal fee is due to avoid billing your account.

Scale-Tec may terminate this Agreement immediately upon any material breach by you of any of the terms in this Agreement. We also may terminate this Agreement without cause on thirty (30) days advance Notice to you, in which case we will reimburse you pro-rata for any time remaining on your subscription before your renewal fee is due. Scale-Tec will have no other liabilities for exercising its right to terminate this Agreement under this Section 4.

On cancellation or termination of this Agreement for any reason: (i) your subscription to the Service, as well as all permissions, subscriptions, and licenses granted to you by Scale-Tec under this Agreement and the Subscription Term will immediately terminate, and you will make no further use of the Service; (ii) Scale-Tec may immediately destroy or otherwise dispose of any of the your Data uploaded to Scale-Tec’s website in its possession; and (iii) Scale-Tec’s accrued rights to payment, as well as Sections 2.3, 3, 5, 6, 7, 8 9, 10, 11, 12, and 13 will survive termination or cancellation of this Agreement, however arising.

5. Confidential Information and Security. Scale-Tec acknowledges that you may upload to the Scale-Tec’s website content that contains confidential information related to your agri-business. Scale-Tec warrants that it will safeguard your confidential information using the same degree of care that we use to safeguard our own confidential information. You, however, recognize and acknowledge that the Services is a cloud-based service. As such, Scale-Tec has relationships with one or more third party service providers in order to provide the Service, including third parties who provide the network and storage services where your confidential information may be stored. Scale-Tec has established reasonable safeguards against destruction, loss, alteration, or theft of your content, but Scale-Tec cannot guarantee or warrant against such destruction, loss, alteration, or theft. You release Scale-Tec of such warranties and liabilities consistent with Section 6.

6. Your Representations and Warranties. You represent and warrant to Scale-Tec that: (i) you have all rights, licenses, and consents required to make available your information and Data to Scale-Tec’s website on these terms, and further represent and warrant that such content and Data does not infringe the rights of any third party or violate any applicable law or regulation; (ii) the content and Data uploaded to the website is not libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party or, which may otherwise give rise to liability or violate any law; and (iii) you will not disclose or allow to be disclosed or use in any improper manner any confidential, personal, or sensitive information provided by any third party referred to you by Scale-Tec or through the Services. All of the representation and warranties by you in this Agreement will survive termination or cancellation of this Agreement, however arising.

7. Disclaimer of Warranties. Scale-Tec does not and cannot warrant that the Services will operate without errors, or that the Services will be available and operational at all times or that you will always have access to the Service. We do not warrant that our services or the Internet will be available on a specified date or time or have the capacity to meet your demands during specific hours. Scale-Tec will not be liable for any damage, loss, or cost that you may suffer arising out of use of, or inability to, use the Service, even if the Scale-Tec had notice of the possibility of such damage, loss, or cost, regardless of whether such damage or event occurs as a result of the Scale-Tec’s negligence. Scale-Tec will not be liable for unauthorized access to Scale-Tec’s transmission facilities or premises or equipment or for unauthorized access to or alteration, theft or destruction of any of your content uploaded to Scale-Tec’s website, user names, passwords, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage or event occurs as a result of the Scale-Tec’s negligence.

THE SERVICES ARE PROVIDED "AS IS" WITH "ALL FAULTS." SCALE-TEC EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SCALE-TEC OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF SCALE-TEC OR ANY OTHER PARTY OR OTHERWISE, EVEN IF THE SCALE-TEC IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.

8. Limitation of Liability. In no event will Scale-Tec’s liability for the performance or non-performance of its obligations under this Agreement exceed $10. The foregoing is intended as a complete allocation of the risks between Scale-Tec and you. Because the bargain struck and the price paid reflect such allocation this limitation upon remedies will not have failed of its essential purpose.

9. Indemnity. You will indemnify and hold harmless Scale-Tec, its officers, directors, employees and agents from and against any claim, liability, damage, assessment, or expense (including expenses of investigation and defense, and reasonable attorney fees and expenses) of any nature whatsoever sustained, suffered or incurred for or on account of, or arising from or in connection with, any breach by you of any representation, warranty or covenant set forth in this Agreement, or resulting from any act or omission by you.

10. Notice. Scale-Tec may deliver notice to you under this Agreement by electronic mail, a general or specific notice on the website, a communication to your account or by written communication delivered by first class U.S. mail to your address on record.

Notices to Scale-Tec must be in writing and will be deemed given when (a) delivered personally, or (b) sent to address below, in which case notice is deemed given upon receipt:

Scale-Tec, LTD

16027 Hwy 64

Anamosa, Iowa 52205

11. Assignment. Scale-Tec may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You will not, without the prior written consent of Scale-Tec, assign, transfer, charge, delegate, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.

12. No Partnership or Agency. Nothing contained in this Agreement will be construed to place Scale-Tec and you in a relationship as partners, joint venturers, or principal and agent, respectively.

13. Miscellaneous. This Agreement comprises the entire agreement between you and Scale-Tec with respect to your use of the website and the Services and any other services purchased through the website, and supersedes all prior agreements between the parties regarding the subject matter contained herein.

Scale-Tec will have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Scale-Tec or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, change in any law or governmental order, rule, regulation or direction that impacts the Services, or any accident, breakdown of machines, fire, flood, storm or default of suppliers, sub-contractors, or service providers.

This Agreement shall be governed and construed in accordance with the laws of the state of Iowa, without regard to its conflicts of law principles. You agree to promptly and voluntarily submit to the exclusive jurisdiction of the Iowa state courts located in Cedar Rapids, Iowa or the United States District Court for the Northern District of Iowa located in Cedar Rapids, Iowa, with respect to any legal proceedings arising out of this Agreement, waiving all defenses with respect to jurisdiction, forum and venue. Any claim by you relating to this Agreement must be brought within one year of the date on which the claim arises. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

You agree that money damages would not be a sufficient remedy for breach of this Agreement, and Scale-Tec shall be entitled to specific performance and other equitable relief for any such breach, without the necessity of posting any bonds, in addition to any other remedies available to it at law or in equity. No waiver or amendment of any term in this Agreement shall be binding on Scale-Tec unless made in a writing expressly stating that it is such a waiver or amendment and signed by an authorized agent of Scale-Tec.

Last updated: 3/3/2020