Culception Terms of Service

Culception Ltd. (“Culception”, or “us”, “our”, “we”) provides solutions for efficient crop management and  control of growing areas, such as Growdash and Raymix. Our solutions include access to our dashboard and  use of the Culception proprietary box and sensors (the “Culception System”), the Culception Internet site  located at culception.com (“Site”), and related services (all of the above, together, the “Services”). These  Terms of Service (these “Terms”) govern your access and use of the Culception System, Site and Services.  “You” means any entity that uses the Culception System or Services, including the personnel of such entity,  (together, the “Customer”) as well as any visitor to the Site. By accessing or using the Site, ordering the  Culception System, and/or using any Service provided by us you agree that you have read, understood, accept  and agree to be bound by these Terms, as well as our Privacy Policy, which is available at culception.com. If  you do not agree to these Terms or the Privacy Policy, do not access or use the Site, the Culception System or  any Services provided through the Site. 

We reserve the right, in our sole discretion, to revise or modify these Terms at any time, and you agree to be  bound by such revisions or modifications. You are responsible for reviewing these Terms periodically. Your  continued use of the Site, the Culception System or the Service after a change or modification of these Terms  has been made will constitute your acceptance of the revised Terms. 

You agree that we may modify any part of the Site, the Culception System or Service, at any time or discontinue  the Site, the Culception System or Service or any part thereof, for any reason, without notice to you and without  liability. In addition, we may begin or cease to charge for your use or access of any part of the Site or Service,  or increase or decrease any amounts we charge for the use or access of the Site, the Culception System or the  Service, at any time in our sole discretion. ל 

1) Use of the Site the Culception System and Services 

Subject to your agreement and compliance with these Terms, Culception hereby grants you the non-exclusive,  non-transferable, non-sublicensable fully revocable and limited right to access and use the Site for your own  personal purposes. Subject to your agreement and compliance with these Terms and ordering of a genuine  Culception System, Culception hereby grants you, a worldwide, non-exclusive, non-transferable, non 

sublicensable, fully revocable and limited right to access and use the Service during the Term (defined below)  for your internal business purposes only. You may not use the Site, Culception System or the Services as a  service bureau or to assist third parties. You must be 18 years of age or older or have the permission of your  parent or guardian to use the Site or the Services. You may not use the Site or the Services if your access to or  use thereof violates any applicable law or regulation. You may order the Culception System for your personal  or internal business use only, and not for resale or export of any kind. Ordering the Culception System may be  subject to any applicable export laws. 

2) Account 

You must create a Culception account in order to activate the Culception System, use the Service or obtain  automatic updates for any software embedded in your Culception System. You agree that you will supply  accurate and complete information to us in the creation of your account and the use of the Site, the Culception  System and Services, and that you will update such information promptly after it changes. You shall have all  responsibility for any inaccuracies in any information you provide to us, or in respect of your failure to keep  such information up-to-date. Culception reserves the right to refuse to allow a user to open an account for any  reason, or to limit the number of accounts a user can establish on the Site or the Service, all at Culception’s  sole discretion. 

You shall not share your account or login information with any third party, nor let any third party access your  account, and are responsible for maintaining the confidentiality of the login information for your account. You  are solely responsible for all uses of your account and your login information, whether by you or any third  party. In the event you become aware of or reasonably suspect any breach of security of your account or any  unauthorized use or disclosure of your login information, you must notify us immediately via e-mail to  sales@culception.com.

Culception Terms of Service Jan 23.docx 

Culception will not be liable for any losses or damage arising from unauthorized use of your account or  password, and you agree to indemnify and hold Culception harmless for any improper or illegal use of your  account, including any mail sent and any charges and taxes incurred, unless you have notified us that your  account has been compromised, and have requested us to block access to it. This includes illegal or improper  use by someone to whom you have given permission to use your account. We do not police for, and cannot  guarantee that we will learn of or prevent, any inappropriate use of the Site, the Culception System or the  Service. 

3) Termination of Account 

If we believe, in our sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has  occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate  suspected violations of these Terms or illegal and inappropriate behavior on the Site or when using the  Culception System or the Service. We will fully cooperate with any law enforcement authorities or court order  requesting or directing us to disclose the identity of anyone believed to have violated these Terms or to have  engaged in illegal behavior on the Site or when using the Culception System or the Service. Culception may  suspend or terminate the Service and/or your account at any time upon written notice to you in the event that  you breach these Terms. You may request termination of your Culception account at any time and for any  reason by sending an email to sales@culception.com. Any suspension, termination, or cancellation shall not  affect your obligations to Culception under these Terms (including but not limited to ownership,  indemnification, any representations and warranties made by you, and limitation of liability), which by their  sense and context are intended to survive such suspension, termination, or cancellation. 

4) Culception System and Payment 

Culception retains all rights and ownership in and to the Culception System at all times and Culception  provides the same to you as a lease for the Term. The Culception System may only be used in connection with  the receipt of the Services and not for any other purposes. You will be required to return the Culception System  to Culception at any time when Culception requests the same and in any case at the end of the Term.  

In the event of a technical damage to the Culception System caused by Culception during the Term, you will  receive a new component instead of the damaged one at no charge. In the event of a damage caused by your negligence or wrongful use, you will receive new component instead of the damaged one at no charge on a  one-time basis only. After one exchange of that kind, you will be required to pay the full amount of a new  component. 

These Terms set forth the entire agreement applicable to the lease of Culception Systems, and no other terms  shall be applicable. No reseller, representative, agent or employee of Culception is authorized to make any  modification, extension or addition to these Terms or the warranty herein. 

At present, payment for the Culception System and use of the Service is by means of certain credit cards.  Payment will be in the amounts set forth on a separate purchase order provided by Culception, which may be  available at an Internet location provided to you by Culception (a “Purchase Order”). Fees are annual,  however payments will be spread out and made on a monthly basis. As such, even if you terminate your use  of the Services before the end of the year, you will be required to continue making payments for additional 90  days. Culception reserves the right to add or change payment and purchase methods in its sole discretion. In  the event of any conflict between these Terms and the express terms of any Purchase Order, the express terms  of such Purchase Order shall govern. You must respect the terms and conditions of any payment methods you  use. We reserve the right to cancel any order for Culception Systems if full payment is not timely received.  Payment of such amounts as are listed in the Purchase Order must be without deduction or withholding  including in respect of taxes or other government charges. You are solely responsible for any taxes on amounts  you may pay or obtain through the Site. Culception will deduct applicable charges and taxes from any payable  amounts, as required by law. Shipping and delivery dates are estimates only. Shipping, handling and tax are  additional unless otherwise expressly indicated at the time of sale. Culception will allow for returns and refunds  within fourteen days, in accordance with our return policy and as required by applicable law. Returns will only  be allowed for Culception Systems that have not been used. You must provide us with evidence of payment in  order to receive a refund. In order to be provided with a refund, you must ship the Culception System to us, at 

your cost. A refund of the amounts paid for the Culception System, minus shipping and handling costs, will  be made within thirty (30) business days. We will not deduct such shipping and handling costs if the Culception  System was provided to you in a damaged state. 

5) Your Responsibilities 

In order to obtain the Service you need to order and use a genuine Culception System. It is your responsibility  to ensure that all the technological requirements for the proper operation of the Culception System are met,  including, without limitation, power supplies, an adequate router with DHCP support and internet access. The  Service utilizes weather data that are provided to Culception by third parties in order to provide you with  customized services.  

You must not, and shall not allow any other party to: (i) circumvent, disable or otherwise interfere with  security-related features of the Site, Culception System and/or Service or features that prevent or restrict use  or copying of any content or that enforce limitations on use of the Site, Culception System and/or Service; (ii)  allow any third party to use the Culception System and/or Service; (iii) use the Site, Culception System and/or  Service to process data on behalf of any third party; (iv) give, sell, rent, lease, timeshare, sublicense, disclose,  publish, assign, market, transfer or distribute any portion of the Site, Culception System and/or Service to any  third party, including, but not limited to your affiliates, or use the Site, Culception System and/or Service in  any service bureau arrangement; (v) reverse engineer, decompile or disassemble the Site, Culception System  and/or Service or any components thereof, except to the extent such acts are required by applicable law (in  which case, you shall inform Culception in writing in each instance prior to engaging in the activities set forth  above); (vi) disclose or publish the results of any benchmark tests run on the Site, Culception System and/or  Service; (vii) use any robot, spider, scraper, site search or retrieval application or other automated means to  access the Site and/or Service for any purpose; (viii) harvest, collect or mine information about other users of  the Site, Culception System and/or Service; (ix) create a database by systematically downloading and storing  all or any of the content on the Site, Culception System and/or Service (x) take any action that imposes or may  impose (at Culception’s sole discretion) an unreasonable or disproportionately large load on the Culception  infrastructure; (xi) interfere or attempt to interfere with the integrity or proper working of the Site, Culception  System and/or Service, or any related activities; (xii) modify, translate, patch, alter, change or create any  derivative works of the Site, Culception System and/or Service, or any part thereof; (xiii) and/or use the Site,  Culception System and/or Service in any unlawful, fraudulent, or unauthorized manner, in breach of these  Terms or in a manner that does not comply with all applicable laws, rules, or regulations, including obtaining  all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction,  “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would  cause Culception to be in violation of any law or regulation, or to infringe any right of any third party 

6) Intellectual Property 

Culception and its licensors own the Site, Culception System and/or Service and all content available through  the Site, Culception System and/or Service, including all worldwide intellectual property rights therein, and  the trademarks, service marks, and logos contained therein, and any rights therein not explicitly granted to you  hereunder, are reserved to and shall remain solely and exclusively proprietary to Culception (or its third party  licensors). Culception and its licensors retain sole and exclusive ownership of all intellectual property rights  and know-how embodied within and related to the Site, Culception System and/or Service and all  accompanying documentation. You may not copy, further develop, reproduce, republish, modify, alter,  download, post, broadcast, transmit or otherwise use any material made available in the Site, Culception  System and/or Service. You will not remove, alter or conceal any copyright, trademark, service mark or other  proprietary rights notices incorporated in the Site, Culception System and/or Service. All trademarks are  trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right  to use any trademark, service mark, logo, or trade name of Culception or any third party. 

7) Confidentiality. 

Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential  information regarding its technology and business (“Confidential Information”). Receiving Party agrees to 

keep confidential and not disclose or use any Confidential Information except to support its provision or use  of the Solution. Confidential Information shall not include information that Receiving Party can show (a) was  already lawfully known to or independently developed by Receiving Party without access to or use of  Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is  publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law,  provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate  in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to  those of its employees with a reasonable need to know such information and which are bound by written  confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Site the Culception System or Service shall be deemed the  Confidential Information of Culception. 

8) Privacy; Data.  

In order to provide the Culception System and/or Service and associated analytics, Culception collects data  from the sensors included in the Culception System as well as the data that is inputted by the Customer into  the Service (together, the “Data”), as well as certain data regarding Customer’s or its personnel’s use of the  Service, including technical information about your device, system and application software and gathering  data from any hardware or application peripherals as well as your IP address, mobile device or computer,  operating system and browser, screen resolution, page views, clicks recorded sessions, and geo-location (the 

“Customer Data”). All Data will be owned by Culception, which will be able to use it and derivatives of the  same in its sole discretion, including for commercial purposes. All Customer Data is Customer’s Confidential  Information and, except as set forth in these Terms, Culception shall not disclose such Customer Data to third  parties or use such Customer Data except to provide services to Customer. Certain certified Culception analysts  may have access to Data and/or Customer Data in order to understand Customer’s needs, make  recommendations and provide support. Culception analyzes all Data and/or Customer Data in order to provide  Customer with the Culception System and/or Service, including for the purposes of generating analysis and  reports for Customer. In addition, Culception may use Data and/or Customer Data for the purpose of generating  aggregate anonymous data, such as for the purpose of providing benchmarks. Culception may also use  aggregate, anonymous data for the purpose of improving the Culception System and/or Service, including the  algorithms and models used by the Culception System and/or Service. Culception will implement reasonable  security measures appropriate to the nature of the Customer Data including without limitation, technical,  physical, administrative and organizational controls, and will maintain the confidentiality, security and  integrity of such Customer Data. Customer represents and warrants that Customer have the right to provide  Culception with access to all Data and Customer Data, including without limitation the use of the Services by its personnel, and including all account and login information that Customer may provide to Culception.  Customer will provide Customer’s personnel with all notices required under law regarding the use of the  Culception System and/or Service. Culception may disclose Data and/or Customer Data to the extent required  by applicable law or to cooperate with a law enforcement investigation or to enforce its rights under this  Agreement. Culception may transfer all Data and/or Customer Data to jurisdictions other than Customer’s  jurisdiction.  

9) Content Linked to by Culception 

Portions of the Site (including, without limitation, advertisements) may involve linking to or using web sites  belonging to third parties. We have no control over third-party sites, and all use of third-party sites is at your  own risk. Additionally, Culception cannot accept responsibility for any payments processed or submitted  through such third party sites, or for the privacy policies of any such sites. Culception is not responsible for  content or services available by means of such sites. Culception does not endorse any products or services  offered by third parties and we urge our users to exercise caution in using third-party sites. 

10) Representations and Warranties.  

You warrants and represents that: (a) if you are a corporate entity, you are duly organized, validly existing and  in good standing under the laws of the State of your organization or incorporation, and these Terms has been  duly authorized by all necessary corporate or other entity action; (b) you have the right, power and authority to enter into and fully perform these Terms and grant all of the rights granted by you hereunder; and, (c) the  execution of these Terms by you and your performance of the obligations hereunder does not and will not  violate any agreement by which you are bound or the rights of any third party. Culception warrants and  represents that: (a) the Services will perform in accordance with the documentation; and (b) all Services will  be provided in a professional and workmanlike manner. 

11) Disclaimers & Disclaimer of Warranty 

Your use of the Site, Culception System and/or Service is at your sole discretion and risk. Provision of Site,  Culception System and/or Service is dependent upon the receipt of information from a variety of third party  sources, including with respect to weather data and cannot guarantee the accuracy of such information. The  Site, Culception System and/or Service are provided on an AS IS and AS AVAILABLE basis without  warranties of any kind from Culception. Warranty for the Culception System is only as described in these  Terms. CULCEPTION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS,  IMPLIED OR STATUTORY, RELATING TO THE SITE, CULCEPTION SYSTEMAND/OR SERVICES,  INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF PROPRIETARY RIGHTS,  COURSE OF DEALING OR COURSE OF PERFORMANCE. CULCEPTION DISCLAIMS ANY  WARRANTIES, EXPRESS OR IMPLIED: (I) REGARDING THE SECURITY, ACCURACY,  RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE, CULCEPTION SYSTEM AND/OR SERVICES; OR (II) THAT THE SITE, CULCEPTION SYSTEM AND/OR SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE  OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY  INFORMATION PROVIDED BY THE SITE, CULCEPTION SYSTEMAND/OR SERVICES. 

12) Limitation of Liability 

Culception is not responsible for any problems or technical malfunction of any telephone network or lines,  computer online systems, servers or providers, computer equipment, or software due to technical problems or  traffic congestion on the internet or on the Services and/or Site, including any injury or damage to users or to  any person’s computer or mobile device related to or resulting in connection with the use of the Site, Culception  System and/or Services. Under no circumstances shall Culception be responsible for any loss or damage,  including damage to your garden and/or property and including personal injury or death, resulting from use of  the Site, Culception System and/or Service. Your use of the Site, Culception System and/or Service is at your  own risk. 

IN NO EVENT SHALL CULCEPTION OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR  AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR  CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE  SITE, THE CULCEPTION SYSTEM AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE  QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR  THROUGH THE SITE, CULCEPTION SYSTEM PROVIDED DOCUMENTATION OR THE SERVICES,  WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CULCEPTION HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF  LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE  JURISDICTION. CULCEPTION MAKES THE SITE, CULCEPTION SYSTEMAND THE SERVICES  AVAILABLE SOLELY PURSUANT THIS LIMITATION OF LIABILITY. 

13) Indemnification 

You agree to indemnify, defend, and hold harmless Culception and its employees, directors, officers,  subcontractors and agents, against any and all claims, damages, or costs or expenses (including reasonable  attorneys’ fees and court expenses) that arise directly or indirectly from: (a) breach of these Terms by you or  anyone using your computer or password; (b) any claim, loss or damage experienced from your use or  attempted use of (or inability to use) the Site, Culception System or Services, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any  third party; and (e) any other matter for which you are responsible hereunder or under law. 

14) Publicity.  

Culception may disclose that Customer is using the Culception System and/or Service, including by  referencing the Customer to potential investors or purchasers and by displaying Customer’s name and logo on  Culception’s website and other marketing materials. 

15) Term and Termination.  

The term of these Terms shall commence on the date you accept these Terms and shall continue for the term  listed on the Purchase Order (the “Term”). Culception may terminate these Terms and all rights granted  hereunder without notice.  

Customers who executed a Purchase Order, with respect to the Culception System, Growdash and/or Service termination will be as follows: 

1. a) Both parties are allowed to terminate the Terms and Purchase Order for convenience in 90 days’ notice.
2. b) Notwithstanding the above, the Terms and Purchase Order may be terminated as follows: (i) either party may terminate the Terms and Purchase Order by providing seven (7) days prior written notice to the other party, in the case of breach by the other party and where such breach is not cured within the  notice period; (ii), either party may terminate this the Terms and Purchase Order with immediate effect  upon written notice to the other party, in the event the other party: (a) makes a general assignment for  the benefit of its creditors; (b) applies for, consents to, or acquiesces to the appointment of a receiver,  trustee, custodian, or liquidator for its business or assets; (c) files, or consents to or acquiesces in, a  petition seeking relief or reorganization under any bankruptcy or insolvency laws. 

Immediately after termination, you will stop use of the Site, Culception System and Services. Upon termination  of your account and/or the Service, you will lose all access to the Service and to any Data that we may be  storing in connection thereto on your behalf. It is your responsibility to keep records of your data.  Notwithstanding the foregoing, for a period of forty-five (45) days from the effective date of termination of  these Terms we will provide you, upon your written request, with a reasonable opportunity to download certain Data at a time designated by us. We reserve the right to permanently delete from our (or our third party service  provider’s) servers any Data that may be contained in your account at any time following the said forty-five  (45) day period. We do not accept any liability for any deactivation of the Service or Data that is deleted in  connection thereto. 

16) Miscellaneous 

These Terms shall be governed by the law of the State of Israel, exclusive of its choice of law rules, and without  regard to the United Nations Convention on the International Sales of Goods. Your conduct may also be subject  to other local, state, and national laws. Any action to be brought in connection with these Terms or the Site  shall be brought exclusively in the competent courts in the city of Tel-Aviv/Jaffa, and you irrevocably consent  to their jurisdiction. In any action to enforce these Terms, the prevailing party will be entitled to costs and  attorneys’ fees. Any cause of action against Culception must be brought within one (1) year of the date such  cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision  shall be replaced with an enforceable provision which most closely achieves the effect of the original provision,  and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates  any agency, employment, joint venture, or partnership relationship between you and Culception or enables you  to act on behalf of Culception. We may at any time, without prior notice assign any and all of our rights under  these Terms to any other entity. We may elect to keep archives of all or parts of the Site, but we cannot  guarantee that anything available on the Site, or any records or information relating to the Site, will be archived,  or that any archives will be preserved or made publicly available. We may delete any such information without  notice, at our sole discretion. These Terms constitute the entire agreement between Culception and you  pertaining to the subject matter hereof. Nothing contained in these terms shall be construed to limit the actions or remedies available to Culception with respect to any prohibited activity or conduct. Nonenforcement of any  term of these Terms does not constitute consent or waiver, and Culception reserves the right to enforce such  term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of  any preceding or subsequent breach or default. These Terms are for the benefit of Culception (and respective  assignees), all of which shall have the right to assert and enforce its provisions against you directly on its own  behalf. Sections 4-16 shall survive the termination of these Terms for any reason. 

Last updated: January 2023