Terms and Conditions of Sale.

These Terms and Conditions contained in this agreement (“Agreement”) by and between Urbankisaan Farms Private Limited, a private limited company incorporated under the Companies Act, 2013 and having its registered office at 10A, AVK SRI Harsha Icon, Service Road, Financial District, Nanakramguda, Hyderabad, Telangana 500032 (“Company” or “UrbanKisaan”) and you (“Customer”) govern the Customer’s purchase of such farming equipment (including GrowRush indoor farms and GeneRush speed-breeding rooms), Seeds and Fertilisers, and license to mobile/web-based applications (collectively “Products”) described in the invoice (“Invoice”) issued to the Customer.

By either providing written confirmation of acceptance of the Invoice or making a payment against this Invoice, Customer accepts all the terms and conditions contained herein. If the individual accepting Agreement does so on behalf of a company or other legal entity, that individual represents that they possess the authority to bind such entity and its affiliates to these terms.

1. Definitions

The following terms, whether used in the singular or plural, shall have the following meaning as used in this Agreement:

Applications. Applications shall mean such software applications and Software as a Service (SaaS) platform of UrbanKisaan for management of the farms and Equipment.

Applicable Law. Applicable Law shall mean all relevant and enforceable statutes, regulations, ordinances, codes, rules, and judicial decisions at the local, state, national, and international levels that pertain to the subject matter of this Agreement. This includes, but is not limited to, laws governing contracts, sale of goods, intellectual property, data protection, privacy, antitrust, export controls, environmental protection, labour and employment, and any other laws that may impact the performance, interpretation, or enforcement of the contractual obligations outlined herein.

Business. Business shall mean the marketing and sale of the produce in accordance with Applicable Laws.

Confidential Information. Confidential Information shall mean any and all information and/ or data including but not limited to UrbanKisaan’s Product and associated products, services, operations, devices, Know-How, specifications, drawings, notes, instructions, engineering data and analyses, compositions of matter, financial data, intellectual property, customer data/ personal information, other technical and business data which is provided/disclosed or which will be provided/disclosed by UrbanKisaan for the purpose of this Agreement and which is not already existing in the public domain.

Documentation. Documentation shall mean any documentation supplied to the Customer by the Company from time to time during the Term of this Agreement and which relates to the licensed Product.

Equipment. Equipment shall mean such hardware and tools pertaining to hydroponic greenhouses, indoor farms (including GrowRush) and speed-breeding rooms and growth chambers (including GeneRush) as specified in the Invoice. Such Equipment includes hardware procured from such Original Equipment Manufacturers (“OEMs”) and integrated with Company’s Original Equipment.

Effective Date. Effective Date shall mean such date on which the Customer confirms the Invoice or makes payment against the Invoice.

Improvements. Improvements shall mean any update, development, modification, derivation, or iteration, made by either Company or Customer prior to the expiration or termination of this Agreement, to Company’s Confidential Information, Know-How, Proprietary Information, or Product.

Intellectual Property Rights. Intellectual Property Rights shall mean all existing and future patents, rights to inventions, copyright and related rights, trademarks, trade names, rights to use domain names, rights in get-up, goodwill and the right to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, topography rights, rights to use and preserve the confidentiality of information (including Know-How and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Know-How. Know-how shall mean information that refers to factual or practical knowledge conferring an enhanced ability to utilize or market the Product or related intellectual property properly. Know-How includes unpatented, technical information, data, specs, designs, procedures, studies, processes, methods, and the like useful in manufacture, sale, or use.

Proprietary Information. Proprietary information shall mean information developed and/or owned by Company which may not necessarily be confidential or secret. Examples of proprietary information includes farming methods, copyrighted information in Documentation, patented processes and methods, trademarks, trade dress, websites, and brand philosophy.

Product(s). Product(s) collectively shall mean and inter alia consists of Equipment, Seeds, Fertilisers and Applications as more fully described in the Invoice. Product(s) shall also include any associated Intellectual Property Rights, Proprietary Information, inventions, discoveries, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, Know-How, standards, Documentation, methods, techniques, formulae, protocols, analyses, information, and data in any form (whether or not patentable or copyrightable).

Fertilisers. Fertilisers shall mean the liquid feeds, nutrient solutions and other crop nutrition products of UrbanKisaan specified in the Invoice.

Seeds. Seeds shall mean the seed of the crop varieties of UrbanKisaan specified in the Invoice.

2. Grant of Rights

On purchasing the Products, the Company shall offer reasonable remote assistance to the Customer for installation of the Product at the farm. The Company shall inform the Customer about the minimum requirements and specifications for installation and operation of the Product from time to time. The installation of the Product at the farm is the responsibility of Customer and timeliness of such installation is contingent upon meeting the minimum requirements and specifications such as timely land clearance, levelling, and obtaining necessary local construction approvals.

If the Customer requests Company for installation of the Products, then Customer will obtain the permits and approvals required for the installation including but not limited to ensuring relevant visa approvals for the personnel of Company. All the expenses associated with travel and accommodation for installation of the Products, are to be settled in advance by the buyer.

UrbanKisaan reserves the right to modify or amend the design of the project as dictated by real-time site conditions and requirements.

The Customer shall also access the Applications and Documentation which are purchased as end-user subscriptions and may be accessed through login credentials by no more than the specified number of users mentioned in a Purchase Order. User subscriptions are for designated end users of the Customer only and cannot be shared or used by more than one user but may be reassigned to new end users replacing former end users who no longer require access to the Applications. The end users of the Applications may be employees, agents of the Customer who may require them for effective implementation of farming solutions by use of the Equipment.

Unless UrbanKisaan receives specific shipping instructions from the Customer in writing, UrbanKisaan will exercise its discretion in selecting the method of shipment and the carrier. UrbanKisaan or its representatives may make shipments for a Purchase Order in one or more consignments. The Customer acknowledges that any specific shipping instructions or choice of carrier may alter or delay delivery timelines and may incur additional costs which shall be paid by the Customer.

Customer agrees that the risk of loss and damage to the Equipment shall pass on to the Customer at the F.O.B port of shipment in India as per INCOTERMS 2000 and thereafter the Company shall not be responsible for any loss or damage to the Equipment in transit.

All Applications shall be subject to terms of service, privacy policy and other standard notices as may be communicated from time to time which the end users are required to always comply with.

Company reserves the right to change prices or institute new charges for subscriptions to the Application or Services, which increase will be effective at the start of the next renewal term (if any). Customer’s failure to terminate its subscription after changes are posted constitutes Customer’s acceptance of the prices as modified by the posted changes.

3. Ownership

Company Retained Rights. Company will retain and own all right, title and interest in and to the Product including Company’s Confidential Information, Intellectual Property Rights, Know-How, and Proprietary Information.

Incidental Disclosure. Ownership of Incidental Disclosure. All Confidential Information, Intellectual Property Rights, Know-How, Proprietary Information, and Product which may be disclosed by Company to Customer pursuant to this Agreement is deemed incidental to the license of the Product and shall be and remain the sole and exclusive property of Company and shall be returned to Company upon expiration or termination of this Agreement.

No Customer Ownership. No Customer Ownership. This Agreement shall not expressly or impliedly be construed to grant Customer any ownership rights in any of the Company’s Confidential Information, Intellectual Property Rights, Know-How, Proprietary Information, and Product.

4. Consideration

All payments unless otherwise specifically agreed in a purchase order shall be on an 100% advance basis and are non-refundable and non-adjustable and non-cancellable. All delivered goods are deemed non-returnable by the buyer. Acceptance of the Invoice provided holds its validity for a period of 10 days from its issuance. Notably, should there be any significant fluctuations in market rates of commodities such as NFTS & Steel/Iron, such changes will reflect in the overall cost, which shall be adjusted to the buyer's account.

Fees for subscriptions to the Application or Services are fixed and billed upon the date of purchase for the initial year of the Term and annually in advance upon each anniversary thereafter throughout the Term. Application subscriptions will automatically renew for additional one-year periods.

Customer acknowledges that manufacturing of Products will not commence until Company receives the signed Purchase Order and the payment.

The amount of any valid sales, use, excise or other similar tax that is attributable to Customer’s purchase will be paid by Customer. Where applicable, Company will invoice Customer for any such taxes. In the event that Customer is exempt from the payment of the taxes described in this section, Customer will provide Company with a valid tax self-assessment or exemption certificate acceptable to the taxing authorities. Any certificate of exemption or similar document or proceeding required to exempt the sale of Products, Application or Services from sales or use tax liability shall be obtained by Customer, at its expense.

All payments shall be affected only by demand drafts/RTGS/NEFT/wire transfer in favour of UrbanKisaan Farms Private Limited payable at Hyderabad, India. Cash transactions with UrbanKisaan’s representatives/employees are prohibited.

The costs of construction, installation, packing, shipping, insurance, taxes, duties, hiring local contractors and other related fees are in addition to quoted Product prices; such costs will be quoted on a case-by-case basis, and are the responsibility of Customer, and if paid by UrbanKisaan will be separately itemized in invoices to Customer.

If payment is not received within 14 days of the due date set forth in the applicable Customer Order, UrbanKisaan may delay manufacturing and/or shipment. In addition, if payment is not received within 30 days, UrbanKisaan may assess, and the Customer agrees to pay, a late payment charge at the rate of 1.5% per month (18% annualized), of any overdue amount from the due date to the date of receipt of payment by UrbanKisaan.

If any amounts due to Company from Customer becomes past due for any reason, Company may at its option and without further notice, withhold performance of its obligations under this Agreement until all invoices have been paid in full, and such non-performance of its obligations shall not be considered a breach or default of any of Company’s obligations hereunder or under any Purchase Order.

Notwithstanding the foregoing, in the case that the Customer does not submit any payment within 60 days of its due date, UrbanKisaan may, in its sole discretion, cancel a Purchase Order, in addition to all other remedies available to UrbanKisaan. The Customer agrees to timely pay all costs of collection, including without limitation reasonable attorney’s fees, incurred in the collection of payment in connection with any Purchase Order.

Seeds and Fertilisers shall be paid for in full before dispatch. The risk of loss and damage to Seeds and Fertilisers delivered within India shall pass to the Customer when they are handed to the carrier at UrbanKisaan’s premises; for shipments outside India, risk passes as provided in Section 2.

5. Representations and Warranties

(a) Company represents and warrants to the Customer the following:

The quality of the Products supplied by UrbanKisaan to the Customer under this Agreement shall be, at the time of being shipped to the Customer, (i) structurally sound, (ii) in good operating condition and repair, (iii) adequate for the uses to which they are being put, subject to normal wear and tear, and (iv) free of any need for maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

The Equipment comprises of certain original products and a significant number of third party manufactured components. UrbanKisaan represents to the Customer that the Equipment to be supplied pursuant to this Agreement shall, at the time of passing of title and risk, be free from defects in design, material, and workmanship and subject to the generally acknowledged standards.

UrbanKisaan shall for a period of one (1) year from the date that the Equipment is dispatched from its premises in India, remedy any latent defects in the UrbanKisaan manufactured components as indicated in each Purchase Order (collectively, “Company Original Components”) which are due to faulty design, materials, or workmanship.

All third party manufactured components supplied to the Customer shall be in good and proper working condition and shall be covered by the warranty offered by the OEM. UrbanKisaan shall provide all appropriate warranties for the third-party components and provide reasonable assistance to the Customer to ensure that the Customer is able to claim benefits under an OEM warranty.

(b) The Customer represents and warrants to the Company the following:

It has the necessary power and authority to enter and perform this Agreement.

It will comply with all Applicable Laws and regulations in the exercise and performance of its rights and obligations under this Agreement.

It has and shall for the term of this Agreement maintain all valid permits, consents, licenses, registrations and other approvals from the appropriate authorities to perform its obligations under this Agreement.

Customer hereby represents that all tasks related to civil excavation and laying the foundation and such requirements and specifications for installation and operation of the Product are the responsibility of Customer.

Customer hereby represents that availability of required electrical power and water as per specification provided during the construction phase and post-installation phase.

The execution, delivery, and performance of this Agreement shall not contravene the rights of any third parties or any Applicable Law or judicial order.

Customer hereby represents that it shall not, itself or through any of its personnel, give or promise to give money, or any gift, to any employee of UrbanKisaan, to influence their decision regarding this Agreement, nor shall it exert or utilize any unlawful influence through a promise to pay commission, percentage, brokerage, or contingent fee to secure or solicit any extension thereof.

Customer represents and warrants that it shall not make or promise to make payment directly or indirectly, to any government or public international organization officials, political parties, or candidates for public office, or employee of a commercial customer or supplier, or private parties, for any purpose whatsoever.

The Customer represents and warrants that the Customer, and any person that acts for or on behalf of the Customer, is not (i) the direct or indirect target of any financial, economic or trade sanctions, export controls, or other trade-related restrictions administered or enforced by the United States, including the Department of the Treasury’s Office of Foreign Assets Control or the Department of Commerce’s Bureau of Industry and Security, or by the United Nations Security Council, the European Union, the United Kingdom, or any jurisdiction with whose laws Customer or its affiliates are required to comply in connection with its business and transactions contemplated under this Agreement (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions, including export controls that broadly prohibit exportation of goods, currently including Crimea, Cuba, Donetsk People's Republic, Iran, Luhansk People's Republic, North Korea, and Syria. The Products or the access to the Application or the Intellectual Property Rights shall not be granted to persons subject to Sanctions or in territories subject to Sanctions. Breach of this Section by the Customer shall lead to immediate termination by UrbanKisaan.

6. Covenants

Customer hereby agrees to the following:

It shall ensure that its obligations are carried out in a proper and diligent manner adhering to all statutory requirements, good industry practices as applicable and follow strict standards of quality.

It shall not act in any manner that disparages the Product or the goodwill and reputation of the Company. Customer undertakes that it shall take all necessary steps to adhere to this obligation and shall ensure that all Sub-Contractors and/or third parties engaged by it shall also comply with this Section.

The Customer shall not, nor permit or encourage any third party to, directly or indirectly, modify, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, Know-How, or algorithms relevant to any software or SaaS, Documentation or data related to the Product.

Customer shall provide all necessary information pertaining to packaging and labeling with respect to the local requirements in each jurisdiction within the territory to comply with Applicable Laws.

Customer shall promptly, following the receipt of the Products, examine such Products and satisfy itself that they meet its requirements. If in the opinion of the Customer, the consignment does not contain all the parts and components listed in the invoice or the Products are defective, the Customer shall raise a claim within seven (7) days (“Investigation Period”) of the date the Customer obtains the physical possession of such Products. If no claims are raised during the Investigation Period, the Products are deemed to be free of any latent defect or manufacturing and the risk shall pass solely to the Customer with respect to the Products.

If a claim is raised by the Customer alleging any damage to the Product or loss as result of manhandling of the Product during the transportation thereof, Customer shall promptly and within the timelines specified in any applicable transit insurance availed in respect of the shipment of the Products, claim such compensation for the damage or loss as per the insurance policy.

It will comply and will ensure that its Sub-Contractors complies with all local, state, federal, and international laws and regulations relating to the use, export, and importation of the Product.

It shall at all times designate a primary point of contact (“PPOC”) for communications regarding the performance of obligations under this Agreement from time to time. The PPOC will be responsible for coordination, due and timely performance of obligations, and communication on all matters pursuant to and concerning this Agreement between the Parties. The PPOC can be changed by the Customer only after consulting with UrbanKisaan and with at least 14 (fourteen) business days prior notice to UrbanKisaan, and any such change remains to UrbanKisaan’s satisfaction.

7. Disclaimer of Warranties As to the Product and Other Information

Except as specified in this Agreement, Company is providing the Product on an “as-is” basis. Company disclaims and will have no obligation or liability from this agreement with regard to Company’s Product for any implied warranty of merchantability, implied warranty of fitness for a particular purpose, or any other warranty, express or implied.

The warranties in Section 5(a) above do not apply to any claim resulting from (a) normal wear and tear, (b) failure to apply, install or maintain the Products, or its components according to the applicable instructions and guidelines in the Documentation, (c) Customer or a third party’s abuse, neglect, misuse, misapplication or accident, or failure to exercise due caution in cleaning, maintenance, or operation, of the Products, (d) Customer’s or a third’s Party’s alteration or modification of the Products, (e) interoperation or combination with third party hardware or software not provided by UrbanKisaan, (f) substitution of any Equipment in whole or in part with any unauthorized component, including any work surfaces, towers, lights, pumps or tanks, (g) failure of Customer to provide a suitable operating environment for the Products.

Company is not obligated to provide service, upgrades, updates, improvements, or enhancements to the Products, Application or Services beyond those expressly set forth herein or in a Purchase Order. Before or after acceptance of a Purchase Order, Company may, without approval from or notice to Customer, make changes to the Products, Software or Services that do not adversely affect their performance or function.

Company does not guarantee any specified crop output in the farms, market for crops grown or quality of farm output since these are dependent on various agronomic inputs used or factors, including practices pertaining to utilities like water and light, pest attacks, weeds, insects, diseases in crops, seed mortality and germination rates.

Any written or oral communication that has been shared with respect to output or the yield estimates of the farm by the Company is on a controlled and ideal conditions based on rigorous experiments conducted by it and serves only as general guidelines. Company does not guarantee that these estimations will be achieved consistently and that actual yields may vary significantly.

Customer agrees that the nature of business requires company to ship the Equipment through multiple modes. Company shall not be liable for any supply chain disruptions caused due to unforeseeable circumstances.

8. Limitation of Liability

To the maximum extent permitted by law, Company disclaims and shall have no obligation or liability to Customer, or any Sub-Contractor with respect to this Agreement, for any type of indirect, incidental, special, exemplary, punitive or consequential damages or lost profits arising out of any breach of warranty or otherwise under this Agreement (whether in tort, contract, strict liability, or otherwise) and whether or not such Party has been advised of the possibility of such damage.

Company is not responsible for any electronic virus or viruses that the Customer may encounter. Customer is encouraged to routinely scan their computers and associated devices using a reliable anti-virus product to detect and remove any viruses, trojans, malware, or any other invasive Application or software.

Exclusive Remedy. The Company’s liability to the Customer shall be limited to repair or replacement in Company’s sole discretion of the defective portion thereof Company Original Components during the Warranty Period. For clarity, the defective portion of the Company’s Original Component shall be returned to the Customer in the event of a replacement. Company shall not be responsible to the Customer for any consequential or incidental damages or expenses of any kind or nature, regardless of the cause.

9. Third Party Infringement

Notification of Infringement. Customer shall promptly notify Company in writing if during the Term of this Agreement, Customer becomes aware of any infringement, misappropriation, or unauthorized use of Company’s Product.

Right to Bring Action. Company shall have the sole and exclusive right to bring an action for misappropriation against any such third party and Customer shall fully cooperate in and assist with such suit and proceeding, at Company’s expense. If necessary, Customer agrees to be joined in such suit.

10. Indemnification

Company Duty to Indemnify. Company hereby agrees to defend and hold harmless Customer, its directors, officers, employees, and subsidiaries from any and all claims, damages, liabilities, costs, and expenses, including by way of example and not limitation, attorney's fees and costs, due to or arising out of or resulting from all third-party claims that the Product infringe third-party copyrights or patents or constitute misappropriation of any third-party technologies. Company shall bear the expense and have sole and complete control of the defense, settlement, adjustment, or compromise of all aspects of any suit with respect to which Company may have an obligation to indemnify Customer hereunder.

Customer Duty to Indemnify. Customer hereby agrees to indemnify and hold harmless Company, its directors, officers, employees, and subsidiaries from and against any and all claims, third-party claims, damages, liabilities, costs, and expenses, including by way of example and not limitation, attorney's fees, and costs, due to or arising out of or resulting from:

• Customer’s breach of the terms of this Agreement;
• Customer’s unauthorized use of the Product hereunder;
• Any personal injury, death or property damage that arises from or results from the sale of any products or services that incorporate the Product; and
• Any product liability concerning any product, process, or service made, used, or performed pursuant to any right or license granted under this Agreement.

The Party seeking indemnification shall provide the indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the indemnifying Party, and shall cooperate with the indemnifying Party, its insurance company, and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

If a claim is made that the Product, or any portion thereof, infringes any patent, copyright, trade secret, or other proprietary right, Company, at its sole expense and option, shall either: (i) procure for the Customer the right to exercise the rights and licenses granted hereunder with respect to the Product; (ii) modify the Product to make it non-infringing but continue to meet the product specifications; (iii) replace the Product with equivalent but non-infringing software of like functionality that meets the product specifications; or (iv) terminate this Agreement and provide a prorated refund of the fees to Customer upon the return to Company of the infringing Products; provided, however, that the liability of Company pursuant to this Section 10 shall be subject to the limitations set forth in Section 8 of this Agreement.

11. Term and Termination

Term. The terms of this Agreement will become as on the Effective Date. Once the Products are delivered and upon expiry of the Investigation Period, the obligations of the Company stand fulfilled. The terms of this Agreement and shall remain in force for a period of 1 year from the Effective Date unless terminated in accordance with the terms of this Section (“Term”).

Termination Without Cause. Either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party.

Termination for Default. In the event that either Party commits a material breach of its obligations under this Agreement and fails to cure that breach within thirty (30) days after receiving written notice thereof, the other Party may terminate this Agreement immediately upon written notice to the Party in breach.

Termination for Bankruptcy. Company may terminate this Agreement upon notice to Customer if Customer becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Customer and not dismissed within ninety (90) days, or if Customer becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

Change in Circumstances. In the event that the Company deems it necessary to recall the Products, whether as a consequence of issues discovered by UrbanKisaan, or if required by local authorities, UrbanKisaan shall be entitled to terminate this Agreement by giving a sixty (60) day notice to the Customer.

12. Force Majeure

Except for monetary obligations hereunder, neither Party will be responsible for delays resulting from causes beyond the reasonable control of such Party, including acts of God, storms, fire, explosion, flood, war, terrorism, strike, riot, sabotage, vulnerabilities in maritime or air cargo activities, civil commotion or civil unrest, pandemics, epidemics, or other health emergencies, provided that the nonperforming Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

13. Survival of Obligations

The Parties’ respective rights, obligations, and duties under Sections 3, 5, 6, 7, 8, 9, 10, 14, 16 and 17 as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.

14. Relationship of the Parties

The Customer shall not represent itself as an agent or representative of the Company whether in express or implied terms. Company and Customer are independent contractors. Nothing in this Agreement shall be construed, expressly or impliedly, to create a partnership, joint venture, agency, joint ownership, or joint work. Neither Party has the authority to represent or bind the other Party. Neither Party shall be responsible for the acts or omissions of the other Party.

15. No Security Agreement

Customer shall not enter into any agreement under which Customer grants to or otherwise creates in any third party a security interest in this Agreement or any of the rights granted to Customer herein. Any grant or creation of a security interest purported or attempted to be made in violation of the terms of this provision shall be null and void and of no legal effect.

16. Miscellaneous

Cost. Save as expressly otherwise provided in this Agreement, each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this Agreement and any other agreement incidental to or referred to in this Agreement.

Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the Republic of India.

Jurisdiction and Venue. Jurisdiction and venue for the adjudication and enforcement of this Agreement shall be in the courts situated in the Hyderabad, India. Each of the Parties submits to the exclusive jurisdiction of any state or federal court specified herein for any action or proceedings arising out of or pertaining to this Agreement and agrees not to initiate any action or proceeding pertaining to this Agreement in any other court in any other state. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.

Excess materials at site. We may send excess material for installation of the Product at the farm to avoid any delay in the projects schedules due to material shortage. Such excess materials will accompany the regular material, but on the invoice the value of the regular material will be reflected. Therefore, after the execution of the project, we have the right to bring back the excess material laying at the site.

Environmental. Customer shall be solely responsible, and Company shall have no responsibility, for (a) properly disposing of wastes, spent materials, and other materials constituting or used in connection with the Products, or (b) personal injury or property damage resulting from or alleged to result from the improper use of the Products or the use of non-Company authorized materials in conjunction with the Products, including, without limitation, material introduced into the Products by Customer.

Waiver. The delay or failure of either Party at any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforce the same. No waiver by either Party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

Entire Agreement. This Agreement, together with any exhibits incorporated by reference, constitutes the full and entire understanding and agreement of the Parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, and communications between the parties, whether oral or written thereto. Agents and sales representatives of Company have no authority to make any representation that is not included here or is different or contradictory to what is included herein, and Customer should not rely upon any such representation.

Modification. No modification, alteration, or waiver of any provision in this Agreement shall be valid and binding unless made in writing and signed by an authorized representative of each Party.

Severability. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, the remainder of this Agreement shall not be affected.

Notices. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by email or certified mail, return receipt requested, to the Company at:

• Attention: Vihari Kanukollu
• Address: 10A, AVK SRI Harsha Icon, Service Road, Financial District, Nanakramguda, Hyderabad, Telangana 500032, India
• Email: hello@urbankisaan.com

17. Seeds and Fertilisers

This Section applies to Seeds and Fertilisers in addition to the other provisions of this Agreement.

Permitted use of Seeds. Seeds are sold for sowing by the Customer to produce a crop. Unless UrbanKisaan agrees otherwise in writing, the Customer shall not use Seeds for breeding or research into their genetics, multiply them for sale as seed, resell them as seed, or attempt to reproduce or isolate their parental lines. The varieties may be protected under the Protection of Plant Varieties and Farmers’ Rights Act, 2001 or other Applicable Law, and all such rights are reserved to UrbanKisaan. Nothing in this Section limits the rights of a farmer under Section 39 of that Act.

Conformity. Seeds shall, at the time of dispatch, conform to the germination, purity and other standards stated on their label and shall be supplied in compliance with the Seeds Act, 1966 and the rules thereunder where applicable. Fertilisers shall, at the time of dispatch, conform to the composition stated on their label and shall be supplied in compliance with the fertiliser regulation applicable to them.

Storage and use. The Customer shall store Seeds cool and dry in their original sealed packaging and use them within the period stated on the label, and shall store Fertilisers sealed, cool, out of direct sunlight and away from children, animals and food. The Customer shall use Seeds and Fertilisers in accordance with their labels and the growing and feeding guides published by UrbanKisaan, including the dilution, EC and pH targets for Fertilisers. Treated Seeds shall not be used for human or animal consumption or for oil extraction.

No guarantee of results. Germination, emergence, growth, yield, quality and maturity after dispatch depend on storage, sowing and growing conditions, climate, water, nutrition, pests, disease and practices outside UrbanKisaan’s control, and Section 7 applies to Seeds and Fertilisers accordingly.

Claims. Claims for shortage, visible damage or wrong items shall be raised within the Investigation Period under Section 6. A claim that Seeds did not germinate or perform as labelled shall be raised within the validity period on the label and within thirty (30) days of sowing, together with the lot number, storage records, sowing and growing records and photographs, and UrbanKisaan may inspect the crop or test a retained sample of the lot. A claim that Fertilisers did not conform to their label shall be raised within their shelf life, together with the lot number and a sample.

Exclusive remedy. UrbanKisaan’s liability for Seeds and Fertilisers shall be limited, at UrbanKisaan’s sole discretion, to replacement of the Seeds or Fertilisers concerned or refund of the price paid for them, and Section 8 applies.

Export. Where Seeds or Fertilisers are shipped outside India, the Customer is responsible for import permits, phytosanitary certificates, registrations and any other requirements of the destination country.