On-Farm Diagnostic

The “Services” provided under these Terms and Conditions will be those set forth in any mutually agreed services schedule, ABC Organics, LLC quotation (“Quote”), order form, statement of work or other document executed by the ABC Organics, LLC and Client referencing these Terms and Conditions (each, a “Services Schedule”). The Services may include (a) configuration, implementation, training or other consultation related to a ABC Organics, LLC. product or service that Client has received rights to use under a separate agreement, and/or (b) strategic, advisory, design and/or other consulting services related to digital marketing. Each Services Schedule shall be governed by these Terms and Conditions. Client warrants that the individual executing the Services Schedule is a duly authorized representative of Client.

Services fees are invoiced in full upon receipt of an order, with payment terms of Net 30, except as otherwise specified on the applicable Services Schedule. The fees specified in the Services Schedule are the total fees and charges for the Services and will not be increased during the term of the Services Schedule except as the parties may agree in writing. Client is responsible for all applicable federal, state and local sales, use or other taxes due on the Services rendered hereunder, except for taxes based on Webtrends’ income. If any change affects the time or cost of performance under the applicable Services Schedule, an adjustment in the time and/or compensation to be paid thereunder shall be agreed to in writing by the parties before such modification shall be effective. ABC Organics, LLC shall be reimbursed for the travel expenses specified in the Services Schedule, if any. If dates ABC Organics, LLC. is scheduled to be onsite are changed or cancelled by Client within fourteen (14) days of the scheduled date, Client shall be assessed a cancellation fee of $500.00 in addition to any travel related fees and penalties.

These Terms and Conditions shall remain in effect from the effective date specified in the Services Schedule through the completion of the Services contemplated in the Services Schedule. Each Services Schedule, with respect to the Services, shall become effective on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and shall expire on the date that Services are completed thereunder (“Services Completion Date”). Either party may terminate the Services Schedule upon written notice given to the other party, if the other party materially breaches the Services Schedule and fails to cure such breach within thirty (30) days following receipt of notice describing the breach. Upon termination by Client for ABC Organics, LLC’s material breach, Client shall be liable only for payment for the Services rendered through the termination date, and shall receive from ABC Organics, LLC. a pro-rata refund of any unused, prepaid fees for Services.

ABC Organics, LLC will perform Services based on a schedule mutually agreed to by the parties. Services will expire unless the Services are scheduled and delivered within twelve (12) months from the date they were ordered. Services will ordinarily be performed by a ABC Organics, LLC. service representative or other authorized representative of ABC Organics, LLC., client agrees, however, that ABC Organics, LLC., in its sole discretion, may provide the Services through a third party representative.

Client shall provide ABC Organics, LLC with access to data, materials, software and hardware as reasonably required for ABC Organics, LLC to perform the Services (“Client Materials”). Client hereby grants ABC Organics, LLC a limited right to use such Client Materials solely for the purpose of performing Services hereunder. Client represents and warrants that it has all rights necessary in the Client Materials to provide them to ABC Organics, LLC for such purpose. Client shall provide ABC Organics, LLC with safe access to Client’s premises as reasonably required for ABC Organics, LLC to perform the Services, if onsite performance of Services is needed and agreed to by Client. ABC Organics, LLC personnel shall comply with the reasonable written rules and regulations of Client related to use of its premises, provided that such written rules and regulations are provided to ABC Organics, LLC prior to commencement of the Services. ABC Organics, LLC shall not be responsible for failures or delays in performing Services due to Client’s failure or delay to provide access to Client Materials or Client premises or due to Client-imposed or government-imposed security requirements.

Provided that Client performs its obligations to ABC Organics, LLC under these Terms and Conditions and the applicable Services Schedule, ABC Organics, LLC warrants to Client that the Services performed by ABC Organics, LLC will be performed consistent with generally accepted industry practice. ABC Organics, LLC’ warranty shall expire 30 days after the applicable Services Completion Date or earlier termination. ABC Organics, LLC’ warranty shall only be effective if Client notifies ABC Organics, LLC of the breach of warranty within 30 days after the applicable Services Completion Date. ABC Organics, LLC’ sole and exclusive obligation for breach of warranty shall be, at ABC Organics, LLC’ option, to (a) use commercially reasonable efforts to perform the Services in a manner that conforms to the warranty, or (b) refund to Client the fees paid by Client to ABC Organics, LLC for the nonconforming Services. The remedies set forth in this paragraph are Client’s exclusive remedies for any breach of warranty.

These Terms and Conditions shall be governed by and construed under the laws of the State of Florida, exclusive of its choice of law rules, as such law applies to agreements between Florida residents entered into and to be performed within Florida, except as governed by federal law. Any controversy or claim arising out of or in any way connected with these Terms and Conditions or the Services Schedule, or the alleged breach thereof shall be brought in the state and federal courts located in the State of Florida. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph.