Term and Conditions for Services

1. These terms and conditions apply to any and all services rendered by Tri-Tech to Customer, including but not limited to, agronomy advice, recommendations, animal health advice, farm management advice, and pest control. Customer agrees and acknowledges that this Agreement will govern the relationship between tri-Tech and Customer for as long as Tri-Tech continues to provide Customer with one or more Services.
   
2. Customer may request additional Services from time to time, and Customer acknowledges any and all services will be governed by these terms. All statements and representations in the service, other than statements of historical fact are forward-looking statements that are subject to risk factors associated with farming, agronomic indicators, environmental and climatic conditions, pest and microbial populations, and animal management practices (hereafter, collectively “Variables”). TriTech’s provision of the services is based on information and factual matters provided by Customer or on our behalf. TriTech assumes that the information is complete, trye and accurate in all respects. Customer understands that the information provided by Customer is relied upon, and Tri-Tech is under no obligation to verify the information provided by Customer. Except as required by law, Tri-Tech is not liable to Customer for services which are found to be based on inaccurate or incomplete information and which TriTech believes in good faith to be accurate and complete.
   
3. TriTech may charge a fee for its services. If a fee is charged for the services supplied to Customer, the fee will be contained in writing.
   
4. For sales of goods in connection with the services, the terms and conditions contained in TriTech’s Terms and Conditions for Sale of Products apply to this agreement and are incorporated by reference.
   
5. Any and all data collected by TriTech in the performance of the ser3cices shall be the exclusive property of TriTech and TriTech shall retail any and all copyright and other intellectual property rights in and to the services which include such data. All intellectual property rights created as a result of, or in connection with the services, are owned by TriTech upon creation. Nothing in these terms affects the ownership of any intellectual property rights created or developed prior to the application of these terms and conditions.
   
6. To the maximum extent permitted by law, all implied terms, conditions and warranties are expressly excluded. TriTech makes no representations or warranties in relation to outcomes associated with the services. If a term, warranty, condition or statutory guarantee is implied into these terms or otherwise govern the provision of the services and cannot by law be excluded, liability for breach is limited, at TriTech’s option, to supplying the services (in respect of which the breach occurred), again, or payment of the cost of having those services supplied again.
   
7. Except for TriTech’s gross negligence, willful misconduct or fraud, TriTech is not liable to Customer for any claim, damage or loss (including loss of profits, consequential, or indirect loss or damage) in connection with any statement or information given or provided as a result of or in connection with the services. TriTech’s total liability to Customer arising directly or indirectly in relation to the provision of any services is limited to the amount paid or payable by Customer in relation to those services.
   
8. Customer acknowledges that Customer uses any advice, data or information provided to Customer, by or on behalf of TriTech at Customer’s own risk. TriTech does not warrant that any services, including data or information, provided to Customer is accurate or without errors or omissions. Unless otherwise specified in writing, Customer is responsible for monitoring the Variables and advising TriTech of these, to the extent they may impact on the ongoing provision of services.
   
9. TriTech may, without affecting any other rights it ay have, terminate or suspend the provision of services at any time.
   
10. Customer may terminate this Agreement at any time with ten (10) business days’ written advance notice to TriTech. Customer agrees to pay for services already provided to Customer, and for any unavoidable costs TriTech has incurred up until termination as a result of its reliance on this Agreement.
    
11. TriTech is not liable for any failure to perform, delay in performance, or other, of any obligation to the extent that such failure or delay is due any circumstances beyond TriTech’s control.
    
12. Any failure by TriTech to insist on strict compliance with any provision of these terms or any delay by TriTech in exercising its rights under these terms will not constitute a variation or waiver of any provision of these terms or of any right available to TriTech.
    
13. These terms are governed by the state of California. Customer agrees to the exclusive jurisdiction of the courts of California.
    
14. Customer accepts these terms and conditions by instructing TriTech to perform services and TriTech’s performance of services requested.