20|20 ADAPT PLUGIN SOFTWARE LICENSE
STANDARD TERMS AND CONDITIONS
VERSION 1.0 (JANUARY 2019)
IMPORTANT NOTICE
1. This Software License governs any use by you or your designee or transferee
(a �Licensee�) of any �Authorized Software� provided by Precision Planting LLC,
a Delaware corporation with its principal place of business at 23207 Townline
Road, Tremont, IL 61568 (Email: info@precisionplanting.com) (�Precision�).
2. �Authorized Software� means computer software firmware, and any other
computer programs designated as 20|20 ADAPT Plugin.
3. By using the Authorized Software, Licensee accepts and agrees to the terms
and conditions of this Software License governing the Authorized Software.
Without limiting the foregoing, Licensee specifically agrees to the warranty
disclaimers, limitations of liability, termination provisions, and arbitration
provisions of this Software License.
4. If Licensee does not agree to the terms of this Software License or is not
authorized to accept the terms of this Software License on behalf of any entity
or the employees of any entity, Licensee must affirmatively decline this
Software License and refrain from using the Authorized Software.
5. This Software License incorporates by reference the Precision Software
License Standard Terms and Conditions Version 1.0 (January 2019).
6. This Software License represents Licensee�s entire agreement with respect to
Authorized Software and replaces any prior proposal, representation, or
understanding between Licensee and PRECISION.
The following Standard Terms and Conditions are hereby incorporated into the
Software License between Licensee and Precision:
1. Scope of License
During the Term of this Software License, PRECISION grants Licensee a
non-exclusive, royalty-free license to use Authorized Software in object code
form only. Except as expressly authorized by this Agreement, Licensee may not
sublicense Authorized Software to any other entity nor assign its license
rights. This Agreement does not grant Licensee any right, title, or interest in
Authorized Software anywhere in the world except the license granted herein.
This Software License shall continue until termination in accordance with its
provisions or for the useful life of Authorized Software, whichever is shorter.
Transfer of Authorized Software in violation of Export Control Regulations, or
any breach of this license by Licensee shall automatically terminate this
license.
2. Licensee Acknowledgements, Covenants, and Obligations
Licensee acknowledges and agrees that the Authorized Software is proprietary to
PRECISION (or its affiliates or licensors) and is protected under copyright law,
trade secret law, and laws governing confidential information. Licensee shall
maintain the confidentiality of the Authorized Software, any nonpublic
information, and source code contained in the Authorized Software, regardless of
whether the Authorized Software is labeled or marked with any proprietary legend
or notice that indicates its confidential nature. Licensee further acknowledges
and agrees that all right, title, and interest in and to the Authorized
Software, including associated intellectual property rights, are and shall
remain with PRECISION or its affiliates or licensors.
3. Restrictions on Use and Alteration
Licensee shall not reproduce, prepare derivative works based on, disclose,
publish, distribute, rent, lease, modify, loan, display, or perform the
Authorized Software or any part thereof; however, Licensee may include
Authorized Software in software developed by Licensee provided that Licensee
does not charge users of their software for inclusion of the Authorized
Software. Licensee shall not directly or indirectly (by means of a third party
acting under Licensee�s control) reverse engineer, decompile, translate, adapt,
or disassemble the Authorized Software or attempt to create the source code from
the object code or the Authorized Software. Licensee shall not remove or
obliterate any copyright, trademark, or other proprietary rights notices from
the Authorized Software, except as expressly permitted in writing by PRECISION
or its licensors or expressly permitted under applicable law, notwithstanding
these restrictions. �Security Measures� means any of the following:
technological measures under the Digital Millennium Copyright Act, copyright
protection measures, application enabling mechanisms, passwords, key codes,
encryption or other security devices. Licensee shall not attempt to defeat a
Security Measure or defeat a Security Measure that protects the Authorized
Software and that would constitute a violation under applicable law related to
circumvention of technological measures that protect software, copyrighted
works, or other intellectual property rights. In addition, Licensee shall not
traffic in, purchase, manufacture, design, import, offer, sell, or distribute
any circumvention or hacking device that is designed to circumvent or hack the
Authorized Software to the extent unlawful under applicable law.
4. Disclaimer
THE AUTHORIZED SOFTWARE IS LICENSED �AS IS.� PRECISION (INCLUDING ITS
AFFILIATES AND THIRD-PARTY SUPPLIERS) EXPRESSLY DISCLAIMS�AND LICENSEE EXPRESSLY
WAIVES, RELEASES, AND RENOUNCES�ALL WARRANTIES ARISING BY LAW OR OTHERWISE WITH
RESPECT TO THE AUTHORIZED SOFTWARE, INCLUDING ANY LIMITED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE; ANY
WARRANTY OF TITLE OR NON-INFRINGEMENT; AND ANY OTHER WARRANTY ARISING UNDER ANY
THEORY OF LAW, INCLUDING TORT, NEGLIGENCE, STRICT LIABILTY, CONTRACT, OR OTHER
LEGAL OR EQUITABLE THEORY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT
INCLUDING STATEMENTS REGARDING SUITABILITY FOR USE, SHALL BE DEEMED TO BE A
WARRANTY BY PRECISION OR ANY OF ITS AFFILIATES OR THIRD-PARTY SUPPLIERS.
PRECISION DOES NOT WARRANT THAT THE AUTHORIZED SOFTWARE IS ERROR-FREE OR WILL
OPERATE WITHOUT INTERRUPTION.
5. Severability, Prohibition by Law
The provisions of this Software License are severable. Any provision or part of
this Software License that may in any way contravene the laws of any
jurisdiction in which the Authorized Software is used shall be deemed excluded
from this Software License in the applicable jurisdiction without invalidating
the remaining provisions, except that�in the event of any conflict between
federal and state law�federal law shall be controlling. Any provisions of this
Software License found by judicial interpretation or construction to be
prohibited by law shall be ineffective to the extent of such prohibition,
without invalidating the remaining provisions.
6. Governing Law
This Software License shall be governed by and interpreted according to the laws
(exclusive of the conflicts of laws rules) of the State of Illinois applicable
to contracts entered into in Illinois, except to the extent governed by the
United States Trademark Act of 1946 (Lanham Act), the Copyright Act, and the
Patent Act. As of the Effective Date of this Software License, PRECISION has a
place of business in the State of Illinois, and Illinois otherwise bears a
reasonable relationship to this Software License, the parties� relationship
established by this Software License, and the parties to this Software License.
7. Export Control Regulations
�Export Control Regulations� means laws, rules, regulations, and governmental
orders of the United States of America and any other countries in which
PRECISION has authorized the sale of the Authorized Product and the license of
the Authorized Software, as such Export Control Regulations may be amended from
time to time during the Term of this Software License, that may restrict or
prohibit the export, import, re-export, trade, or transfer of Authorized
Products and Authorized Software. By way of example, in the United States, such
Export Control Regulations include the following laws and regulations, as
amended from time to time: the U.S. Export Administration Regulations (15 CFR
Parts 730-774); the Arms Export Control Act (22 U.S.C. � 6701 et seq.); the
Export Administration Act of 1979 (50 U.S.C. �� 2401-2420); the International
Emergency Economic Powers Act (50 U.S.C. �� 1701-1706); the International
Traffic in Arms Regulations (22 CFR �� 120-130); Munitions List (22 CFR Part
121); the National Defense Authorization Act; the National Emergencies Act (50
U.S.C. � 1601); the Trading with the Enemy Act (50 U.S.C. app. � 5); and any
other similar laws, rules, or regulations enacted or promulgated by competent
United States government authorities.
8. Arbitration
Except as otherwise specifically provided herein, all actions, disputes, claims,
and controversies arising out of or directly or indirectly relating to this
Software License or Authorized Software (collectively the �Disputes�) will be
subject to and resolved by binding arbitration pursuant to the commercial
arbitration rules (�Rules�) of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction.
8.1 Licensee agrees that this Software License evidences transactions involving
interstate commerce among the several states, and that the Federal Arbitration
Act (9 U.S.C. �� 1-14) governs the arbitration of any Disputes under this
Software License.
8.2 The institution and maintenance of an action for judicial relief in pursuit
of any prejudgment or provisional remedies will not waive the right of PRECISION
or Licensee to compel arbitration of any Disputes subject to arbitration. If,
however, either PRECISION or Licensee brings any action for judicial relief with
respect to any Disputes that are subject to the arbitration provision of this
Software License, the party bringing such action will be liable for and will
immediately pay to the other party all of the other party�s costs and expenses
(including attorneys� fees) incurred by the other party to stay such action and
remove or refer such Disputes to arbitration.
8.3 If either PRECISION or Licensee brings legal action to vacate or modify an
arbitration award pursuant to this Software License and such party does not
prevail, such party will pay all costs and expenses, including attorneys� fees,
incurred by the other party in defending such action. Such costs and expenses
will also be assessed against the petitioning party that does not prevail in any
subsequent appellate action.
8.4 If the arbitration provisions contained in this Software License are invalid
or their application is invalid or unenforceable, thereby allowing the parties
to resolve their Disputes outside of arbitration, any legal proceeding with
respect to any Disputes in which PRECISION, any affiliates of PRECISION,
successors, or assigns of PRECISION are parties, will be tried in a court of
competent jurisdiction by a judge without a jury. Licensee hereby waives any
right to a jury trial in any such proceeding.
9. Exclusion of Certain Damages
IN THE EVENT OF ANY ACTION, PROCEEDING OR DISPUTE BETWEEN PRECISION AND LICENSEE
RELATING TO AUTHORIZED SOFTWARE, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM
THE OTHER PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL DAMAGES, INCIDENTAL
DAMAGES OR OTHER INDIRECT OR SPECIAL DAMAGES OR LOSSES, INCLUDING LOSS OF
PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF USE OF PLANT OR
EQUIPMENT, OR LOSS OF EMPLOYEE TIME.