Technology License Terms

1.1.

1.2.

1.3.

2.

2.1.

2.2.

3.

These terms and conditions govern all letters of intent, offers, quotations, orders, acknowledgements of and contracts for sales/lease/financing/profit sharing/service/ license to use Goods (defined herein) between Harvest Harmonics International Corp Inc. (the “Company”) and the licensee of the Goods (“the Client”) identified on the first page of this agreement (defined herein) to the exclusion of any other terms. This Agreement can only be varied with the written consent of a director of the company.

For purpose of this Agreement, “Agreement” means the Technology License Agreement between the Company and the Acceptable User further defined as Client for the use of the Goods to which these terms and conditions are attached to and these terms and conditions. “Goods” meaning all, or any part of the items and substances supplied by the Company to the Client and unless otherwise stated shall be taken to include Kyminasi Technology.

The clause heads do not form part of this agreement.

Delivery and Specifications

Following the instruction date, specified by the payment date Goods were ordered on the front page of this Agreement (“Date of Purchase”) the Company shall deliver the agreed upon Licensed Technology in accordance with the specifications described on the order placed with this Agreement or as the Company and Client may otherwise agree in writing referencing this Agreement and shall thereafter deliver the same (along with other Goods specified in this Agreement) to the Client.

Time shall not be of the essence with regards to delivery of the Goods and any dates quoted are an estimate only. The Company may make partial deliveries. Actual shipment times can be delayed due to shipping companies or customs delays.
Cancellation by the Client

Terms and Conditions

3.1 The Client may terminate this Agreement at any time by giving the Company not less than 30 days prior written notice in accordance with clause 5.2 and paying the Termination Payment (defined herein) calculated in accordance with clause 4.
3.2 In the event that this agreement is terminated by the Client in accordance with clause 3.1 or by the Company in accordance with clause 16, the Client shall be obligated to return all Goods supplied by the Company to the address specified by the Company within 7 days of the effective date of termination. If any such Goods are returned by mail, the Client shall, at its sole expense, fully insure all such Goods and obtain documented proof of delivery. In the event the Client fails to return any Goods within such 7 days period, the Client agrees to promptly pay to the Company the full replacement costs of any such unreturned Goods.

4. Termination Payment
4.1. If the client gives notice of termination of this Agreement as described in clause 3, the client shall immediately pay to the Company an amount equal to (i) any arrears or other payments outstanding under this Agreement at the date of termination together with (ii) agreed compensation for the loss of future earnings, which shall be the total sum which, but such termination, would have been payable during the remainder of the fixed period of this Agreement, less a discount of 3% per annum calculated from the date of termination on a pro-rata basis (the sum of the amounts described in (i) and (ii), the “Termination Payment”
5. Length of Agreement
5.1. The term of this Agreement shall commence on the date of install and shall continue until the end of the minimum term scheduled on the front page of this agreement.
The technology is guaranteed for two (2) years.
5.2. Unless this Agreement is terminated by the Client giving to the Company not less than 30 days written notice of such intended termination, expiring at the end of such initial minimum term, this

Terms and Conditions

Agreement shall continue after the initial minimum term for an additional period of time equivalent to the initial minimum terms (extended term), and unless this agreement is terminated at the end of that extended term this Agreement shall continue after the expiration of the extended term for an additional period of time equivalent to the length of the extended term, and so on and so forth.

6. Prices

6.1. All prices quoted are exclusive of any taxes.
6.2. The Company reserves the right to increase the price of Goods. The Company will give the Client notice of any price increase prior to the commencement of each extended term.
6.3. Payments shall be made strictly on the due date of any invoice raised.
6.4 In addition to the Company’s right under clause 6.2 the Company also reserves the right to vary the price by any reasonable amount attributable to any changes in the cost to the Company of purchasing or producing the Goods or any materials incorporated in them, or procuring necessary services, or to fluctuations in currency exchange rates between the Date of Install and the date of delivery of the Goods specified in that Contract. The Client has the right to terminate that Contract within 7days of such increases.
7. Charges
7.1. The payment specified in the Contract shall be invoiced commencing on the Date of Purchase. Technology Goods are not shipped unless it is paid in full or unless other financing or compensation agreements have been agreed upon
7.2. Interest will be charged to an overdue account at the rate of 8% per annum above the Federal Bank Base Rate or the highest rate permitted by law, whichever is lower. Interest remains payable after judgment on any unpaid balance.
7.3. All payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for an account of any taxes, levies, import duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If a party to this Agreement is compelled to make any such deduction, it will pay the receiving party such additional amounts as are necessary to ensure receipt by the receiving party of the full amount which that party would have received but for the deduction.
7.4. intentionally removed
7.5. All payments due hereunder shall be paid prior to shipment unless alternative agreements have been made beforehand.
7.6. Should the Client be offered deferred payment, this does not signify that the deferred period is free of charge.
8. Force Majeure
8.1 The Company shall not be liable for complete or partial non-performance of its obligations under this Agreement due to causes beyond the reasonable control of the Company or of the Company’s suppliers, or due to labor disputes, or unavailability of stocks or necessary personnel.

9. Claims

9.1. The Company shall not be liable for any claim in respect of Goods alleged to be defective unless made in writing to the Company within 10 days of delivery.
9.2. The Client shall be deemed to have accepted the Goods upon delivery to the Client and no Goods delivered to the Client which are in accordance with this agreement will be accepted for return without the prior approval of the Company in writing on terms to be determined at the absolute discretion of the Company.

9.3. If at any time during the first 30 days after receipt of the Goods, the Client finds a defect in the Goods the Client must immediately notify the Company and shall not use those Goods. The Client may

Terms and Conditions

not attempt to remedy any defect found in the goods. The client must return defective Goods to the Company at the Company’s expense. If the Company is unable to confirm that the Goods are defective the client will be liable for the Company’s time and expenses in investigating the issue and must pay the Company for the return of the goods.

9.4. Should the Company agree that any goods are defective then the company has the option at the sole discretion of the Company: to repair or replace the Goods, to refund a reasonable proportion of the payments made under this Agreement; to pay over any insurance proceeds, or to assign to the Client any rights which the Company has against any third-party manufacturer.
10. Warranty and Representations
10.1 Except as expressly provided in clause 9 above, the Crop Booster Goods and services supplied by the Company to the Client are provided with a two (2) year warranty. All other Goods and services provided by the Company to the Client under this agreement are provided without any express, implied, or statutory warranties and the Company hereby disclaims the implied warranty of merchantability, fitness for a particular purpose and non-infringement of third-party rights.
10.2 The Client confirms that it relies only on the Company’s written warranties and representations and not verbal ones. The Client warrants that he has disclosed to the Company all matters which may affect the fitness for the purpose of their Goods supplied.
11. Exclusion of Liability
11.1. The Company’s aggregate liability under this Agreement, whether in tort and/or breach of contract and/or for misrepresentation and/or for breach of statutory duty on connection with the Goods, shall not exceed the sum paid to (and to be kept by) the Company for the Goods in relation to which such liability may have arisen. The Company shall have no liability for any incidental, special, indirect or consequential damages, whether for loss of profit or data and regardless of the legal theory on which any such damages may be based.
11.2. The parties have freely negotiated this Agreement including the payments due under this Agreement in the knowledge that the liability of the Company is to be limited. A higher price would have been payable but for such limitation.
12. Risk
12.1. Risk in the Goods shall pass to the Client on delivery.
12.2. The Client shall indemnify the Company against all loss or damage to the Goods or depreciation in their value and shall keep them fully insured.
13. Title
13.1. Save where the Goods supplied to the Client by the company agriculture technology (KPCB), title to the Goods remains with the Company at all times and the client must maintain the Goods in good working order, reasonable wear and tear excepted. The Client has an unequivocal license to the sole use of the Goods provided to its subject to the making of all contractual payments. This license shall terminate upon the termination of this Agreement (by whatever means) and immediately following such termination the Client shall return the Goods to the Company at the Client’s expense.
13.2. The Client shall not dispose of the Goods and may only use them as authorized by this Agreement. 13.3. The Company may at any time regardless of any period of credit given to the Client enter onto the premises of the Client or of its agents or customers to repossess all or part of the Goods without prejudice to any rights to the Company.

13.4. The client shall hold the Goods as bailee for the Company and shall be fiduciary for the Company in respect of the Goods, any book debt arising from resale of the Goods and any proceeds of resales. 14. Intellectual Property Rights and License
14.1. All intellectual property rights in the Goods or in any document, invention or information made or compiled in connection with the Goods shall remain with the Company and the Company reserves all rights therein unless expressly granted in this Agreement. The Company hereby grants to the Clients a

Terms and Conditions

non-exclusive, non-transferable license to use (but not copy) the Goods on Client’s business, or any other system or method described on the front page of this Agreement, and not be used for any other purposes. The license is granted on the following conditions.
14.2. The license shall not be assigned, sub-licensed or otherwise transferred to any third party.

14.3. The license period shall be equivalent to the term of, and any renewal fee shall be determined by, this Agreement. Upon the expiration or termination of this Agreement, the license granted herein shall be null and void and the Client shall cease using the Goods and shall promptly return to the Company or destroy (at Company’s discretion) all Goods and shall certify such return or destruction of the Goods in writing to the Company.

14.4. The Client shall use the Goods only insofar as all sums due and payable under this Agreement have been timely made and Client is not otherwise in breach of this Agreement.
14.5. The Client shall only use the Goods on the premises stated on the first page of this Agreement. 14.6. The Client shall not copy, reproduce, decompile, or alter or otherwise create derivative works from, using or in connection with the Goods

14.7. The Goods shall not be used for any purpose other than as set forth herein.
14.8. The Client shall not, directly, or indirectly, engage in, authorize or permit the performance, transmission, distribution, of the Goods to than as permitted by the express terms of this Agreement. 14.9. The license granted hereunder shall not include any other rights not expressly granted in this Agreement.
14.10 The Client shall promptly notify the Company of any infringement of the Company’s intellectual property rights, or any aligned infringement of any intellectual property of a third party, which come to its attention.
14.11. The Client shall indemnify the Company of any infringement of any rights owned by any third party caused by the supply by the Client to the Company
15. Indemnity and Insurance by the Client
15.1. The Client shall insure fully against and shall indemnify the Company against all expenses and liabilities connected with:
15.2. Any defect with the Goods unless such liability is caused solely by the Company’s negligent act or omission in the design or manufacture of the Goods (in which case clause 9.4 applies): or
15.3. Any infringement of any intellectual property rights of any third party caused by the production, supply use or sale of the Goods or the use of any trademark; or
15.4. Any negligent or willful act or omission of the Client in connection with the use or supply of the Goods; or
15.5. Any liability or loss arising from or connected with any specification supplied by the Client for the manufacture or creation of Goods by the Company.
16. Termination by the Company
16.1. The Company may (without prejudice to any other rights it may have) terminate this Agreement immediately upon notice:
16.2. If the Client:
16.2.1. fails to make payments for Goods in accordance with this Agreement; or
16.2.2. ceases, or threatens to cease, to carry on business; or
16.2.3. commits any other breach of this Agreement; or
16.2.4. offers to make arrangement with its creditors or commits an act of bankruptcy; or
16.2.5. is unable to pay its debts as they fall due; or
16.2.6. suffers any analogous proceedings under foreign law; or
16.3. if any:
16.3.1. distress or execution shall be levied upon the Client’s Goods; or
16.3.2. petition in bankruptcy is presented against the Client; or

Terms and Conditions

16.3.3. resolution or petition to wind up the Client (other than for the purpose of amalgamation or reconstruction without insolvency) is passed or presented; or
16.3.4. a receiver, administer, administrative receiver or manager is appointed over the whole or any part of the Client’s businesses or assets; then the Company may (without prejudice to its other rights) forthwith terminate this Agreement or any part of it on which case the Client shall forthwith pay to the Company compensation for the loss of future of earnings,, which shall be the total which, but for such termination, would have been payable during the remainder of the fixed period of this Agreement, and/or withhold delivery of Goods, and/or enter on to the Client’s premises to repossess the Goods (in the event that the Client fails to comply with its obligations in clause 13).

16.4 In the event the Agreement is terminated by the Company pursuant to this clause 16, in additional to all other remedies available at law and equity. Client shall immediately pay the Company the Termination payment.
17. Rectification; Waiver

17.1. If any of these terms or any part of any of these terms is unenforceable or void at law, it shall not affect the remainder of such term or any such term or otherwise affect this Agreement and shall be replaced by such valid term as is near as may given effect to the original term.
17.2. The rights and remedies of the parties under this Agreement are cumulative and not alternative and are not exclusive of any right or remedies that any party may otherwise have at law in equity. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this agreement shall operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power, or privilege. To the maximum extent permitted by applicable law. (a) no waiver that may be given by a party shall be applicable except in the specific instance for which it is given; and (b) no notice to or demand on one party shall be deemed on one party shall be deemed to be a waiver of any right of the party giving such notice or demand to take further action without notice or demand.

18. Jurisdiction

18.1. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable therein and the Clients attorns to the exclusive jurisdiction of the courts located in Pinellas County, Florida to address any disputes.
18.2. The Parties hereby irrevocably waive all right to trial by jury in any action, proceedings or counterclaim arising out of or relating to this Agreement or the actions of the Company or the Client on the negotiation or performance hereof.

19. Exclusion

19.1. The Client acknowledges and agrees that this Agreement does not create any partnership, joint venture, or any such relationship with the Company.
20. Data and Security
Company’s creation and delivery of the Goods. Client may disclose certain non-public information to the Company, including, without limitation, the Client’s credit card number, which information may be used and stored by the Company in connection with its obligations under this Agreement and its internal business practices.

21. Entire agreement

21.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreement, arrangements, and understandings between them whether written or oral, relating to this subject matter.
21.2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representations or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Terms and Conditions

21.3. No party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.
21.4. Nothing in this clause shall limit or exclude any liability from fraud.

CONDITIONAL ACCEPTABLE USERS MAY PURCHASE THE TECHNOLOGY AND TEST ITS EFFECTIVENESS AND MUST SIGN A WAIVER OF RIGHTS (TERMS AND CONDITIONS) PRIOR TO USAGE WITH FULL DISCLOSURE THAT THE KPCB SYSTEM WAS NOT DESIGNED FOR THEM.