Pivot Bio Customer Experience Demonstration Agreement

This CUSTOMER EXPERIENCE DEMONSTRATION AGREEMENT (“Agreement”) establishes the terms of your participation as a grower customer (“Grower”) in the 2024 Customer Experience Demonstration Program (“Grower Demo”) and further supplements Pivot Bio’s Privacy Policy available at www.pivotbio.com/privacy-policy and the Grower’s Product License Agreement with Pivot Bio.

Grower is eligible to receive a Grower Demo payment, in exchange for Grower’s completion of all requirements of the Grower Demo, including (i) reducing synthetic nitrogen rates where commercially available Pivot Bio product (“Product”) is applied; and (ii) providing a complete set of Grower data, including all information in whatever form or format, provided by Grower or made accessible by Grower to Pivot Bio in connection with the Grower Demo (“Grower Data”) as set forth in the protocol documents (“Protocol”).

1. RELATIONSHIP. This Agreement is not intended to create a partnership, joint venture, or employment.

2. LICENSES AND CONSIDERATION.

2.1. License Grant. Grower grants to Pivot Bio a royalty-free, worldwide, non-exclusive, irrevocable, perpetual license to Grower Data (the "License") for purposes of creating, contributing to, or utilizing data from the Grower Demo for Pivot Bio’s research and development of products and commercial activity related to such products. The License specifically includes use of personal data provided by Grower.

2.2. Pivot Bio Marketing Communications. Grower further grants Pivot Bio and its affiliates a royalty-free, worldwide, perpetual license to Grower’s Data for purposes of creating and publishing video recordings, photographs, writings, audio recordings and other print or digital materials promoting Pivot Bio’s products (the “Marketing License”). Grower may limit or revoke the Marketing License at any time by providing written notice to Pivot Bio. Pivot Bio will use reasonable efforts to limit use of Grower Data for promotional purposes beyond the date any such notice is received.

2.3. Consideration. In exchange for the License and Marketing License and compliance with the Protocol, Grower shall receive a Grower Demo payment as outlined in the Protocol. Except as set forth in this Agreement, no further consideration is required under this Agreement.

3. EXPENSES. Unless otherwise agreed to in writing, any and all expenses incurred by each party as a result of this Grower Demo will be at each party’s own expense.

4. PROPRIETARY RIGHTS. Subject to the Licenses set forth above in Sections 2.1 and 2.2, Pivot Bio shall solely own all right, title and interest in any reports or intellectual property derived therefrom or otherwise generated from the Grower Demo.

5. THIRD PARTY DATA SHARING. Grower agrees that Pivot may share Grower Data with certain third parties in accordance with the Pivot Bio Privacy Policy.

6. LIMITATION OF LIABILITY. Neither party shall be liable to the other party for any incidental, indirect, consequential, exemplary, punitive or special damages arising out of or relating to the Grower Demo. PIVOT BIO SHALL NOT BE LIABLE TO GROWER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE, OR CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONTINGENT DAMAGES OF ANY KIND. This limitation on damages is intended to have the broadest possible application and is intended to apply to all disputes between Grower and Pivot Bio that are directly or indirectly related to the Grower Demo. EXCEPT AS OTHERWISE PROVIDED HEREIN, GROWER’S EXCLUSIVE REMEDY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT, INCLUDING WARRANTY CLAIMS, SHALL BE LIMITED TO THE REPLACEMENT OF DEFECTIVE OR NONCONFORMING PRODUCT. GROWER SHALL BE ENTITLED TO NO OTHER REMEDIES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT AS PROVIDED HEREIN.

7. WARRANTIES.

7.1. Licenses and Permits. Each Party represents and warrants that they have obtained, or will obtain when necessary, all applicable material permits and licenses required in connection with its obligations under this Agreement.

7.2. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, GROWERS ARE RECEIVING PRODUCT ON AN “AS IS” BASIS, AND PIVOT BIO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.3. Accessing and Using Participant Data. Pivot Bio will use its best efforts to use Grower Data only as permitted in this Agreement and to protect Grower Data from unauthorized use. In the event of a data breach, unauthorized or erroneous use involving Grower Data, Grower’s sole remedy will be Pivot Bio taking reasonable steps at its own cost to ensure the breach, unauthorized use or erroneous use does not continue.

8. GOVERNING LAW. This Agreement and performance hereunder will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

9. ARBITRATION. Any claim, action or dispute (“Dispute”) made or asserted by you against Pivot, and arising out of and/or in connection with this Agreement, must be resolved by confidential, binding arbitration. The foregoing requirement to arbitrate specifically excludes any Dispute involving the infringement, validity, or enforceability of a patent or that otherwise arises under the U.S. patent laws. The Dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) according to its Commercial Arbitration Rules (“Rules”). The arbitration shall be conducted in one of the following locations (whichever is closest to Grower’s location): Chicago, Illinois; Minneapolis, Minnesota; St. Louis, Missouri; Dallas, Texas; Denver, Colorado; or New York, New York. The Parties shall bear their own costs and expenses of preparing testimony, presenting witnesses and evidence, including attorneys’ fees and costs. The costs of the arbitrator and the proceedings shall be borne by the Parties equally. The award of the arbitrator, and the reasons for the arbitrator’s decision, shall be in writing and shall be binding and may be enforced by any court of competent jurisdiction. GROWER MAY ONLY BRING A CLAIM IN ARBITRATION IN GROWER’S INDIVIDUAL CAPACITY AND GROWER WAIVES ANY RIGHT TO DO SO AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OR PUTATIVE CLASS.

10. MODIFICATIONS. Pivot Bio may revise this Agreement from time to time. Pivot Bio will notify you by email of any revisions. The notice may be accompanied by a summary of the changes. By continuing to participate in the Protocol after revisions become effective, you agree to be bound by any updated version of this Agreement.

11. SURVIVAL OF TERMINATION. The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination, or cancellation of this Agreement (including without limitation, the license, ownership and property rights) shall survive any such expiration, termination, or cancellation. 

12. INQUIRIES. Questions about this Agreement should be directed to support@pivotbio.com.