SWAT Ecosystem End User License Agreement and Services Agreement
This SWAT Ecosystem End User License Agreement and Services Agreement ("EULA") is made effective as of August 11, 2025, by and between Croptimistic Technology Inc., a corporation organized and existing under the laws of the Province of Saskatchewan, Canada ("Croptimistic"), and the authorized User ("User"), collectively referred to as the "Parties."
WHEREAS, Croptimistic owns and operates the SWAT RECORDS software applications ("App”), distributed via desktop, web, the Apple App Store, and the Google Play Store;
WHEREAS, Croptimistic provides additional proprietary software, intellectual property, hardware, processes, and services collectively referred to as the “Ecosystem Services”;
WHEREAS, capitalized terms used but not defined within this EULA shall have the meanings ascribed in Exhibit 1: Definitions;
WHEREAS, by clicking the “I Accept” button or otherwise indicating assent electronically, the User agrees to be bound by this EULA, which forms a legally binding contract governing the User’s access to and use of the App and Ecosystem Services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. License Grant And Scope
Croptimistic hereby grants the User a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the App and Ecosystem Services, strictly for authorized purposes as a: Farm Owner, Additional User or Trusted Advisor on devices owned, leased, or otherwise controlled by the User.
a. Ownership and restrictions: Croptimistic retains all right, title, and interest, including all intellectual property rights, in and to the App and Ecosystem Services. The App and Ecosystem Services are licensed, not sold. The User shall not: (i) sublicense, distribute, assign, or otherwise transfer rights to third parties without prior written consent; (ii) reverse engineer, decompile, disassemble, or create derivative works from the App or Ecosystem Services; (iii) introduce any malware, viruses, or harmful code; or (iv) use the App or Ecosystem Services for any unlawful, unauthorized, or infringing purposes.
b. Device transfer and removal obligation: Prior to transferring, selling, or disposing of any device on which the App is installed, the User must permanently delete and remove all instances of the App and Ecosystem Services.
c. Updates and modifications: All updates, upgrades, patches, and modifications to the App and Ecosystem Services provided by Croptimistic shall be governed by the terms of this EULA, unless otherwise specified in a separate written agreement or end-user notice.
d. Compliance with international law and jurisdictions: This EULA is designed to comply with the legal requirements of: Canada (including, without limitation, , the Personal Information Protection and Electronic Documents Act (“PIPEDA”), and other applicable federal and provincial laws), United States of America (including federal and state consumer protection and privacy laws, such as, without in any way limiting the foregoing, the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”)) and Australia (Competition and Consumer Act 2010 (Cth) (“CCA”) and Australian Privacy Principles (“APPs”)).
The User acknowledges that: This EULA governs their access to and use of the App and Ecosystem Services, irrespective of their location. Croptimistic’s Privacy Policy forms an integral part of this EULA. Users located in jurisdictions with non-waivable statutory rights (e.g., under CCA, CCPA/CPRA) retain those rights, and nothing in this EULA shall limit or exclude such protections.
e. Eligibility and capacity - The User represents and warrants that they are at least 18 years of age (or the age of majority in their jurisdiction) and possess the legal capacity to enter into this EULA.
f. Mutual responsibilities: The Parties mutually agree to adhere to the obligations set forth herein, ensuring: appropriate, lawful use of the App and Ecosystem Services; protection of confidential and personal data in accordance with applicable laws; compliance with all relevant privacy, consumer protection, and data handling standards in the jurisdictions listed above.
2. Account Registration And Authorized User Obligations
Users must establish an Account to access the App and Ecosystem Services. Account registration requires the User to provide accurate, current, and complete information, including: full legal name, corporate/business name (if applicable), mailing address, valid telephone number, active email address. Users are obligated to keep their Account information updated and must promptly correct any inaccuracies. Failure to maintain accurate information may result in Account suspension or termination.
a. Farm Owners and Additional Farm Users: Farm Owners must complete all App registration forms to establish data ownership and control under their legally recognized name (individual or entity).
Additional Farm Users (e.g., farm staff) may be granted access to collaborate on data entry and utilize “Outputs” but shall not have administrative privileges and shall not be permitted to act as Trusted Advisors without a separate Trusted Advisor Account. If an Additional Farm Users requires Trusted Advisor functionality, they must register for a Trusted Advisor Account by contacting Croptimistic directly and comply with the terms applicable to Trusted Advisors. Such privileges may not be authorized and may require the Farm Owner to obtain a Trusted Advisor account.
b. Trusted Advisors and Partner Services Agreement (PSA): Users seeking access as Trusted Advisors must: Enter into a separate PSA with Croptimistic and be designated explicitly as Trusted Advisors in their User profile. All Users providing advisory services must hold an active Trusted Advisor Account.
c. Responsibility for appointed Trusted Advisors: Farm Owners who appoint Trusted Advisors are responsible for ensuring that Trusted Advisors comply with this EULA, managing and controlling Trusted Advisor access through administrative settings and promptly revoking access upon role changes or contract termination. Without limiting anything contained in this EULA, Farm Owners acknowledge and agree that serious and irreparable harm could occur from failing to comply with this provision and shall indemnify and save Croptimistic harmless from any losses or damages resulting non-compliance.
d. Account security and credential management: Users must maintain the confidentiality and security of their Account credentials (usernames, passwords, access tokens). Users are fully responsible for all activities that occur under their Account, including actions by any Additional Users or Trusted Advisors associated with their Account. Shared logins are prohibited. Each Additional User must register for an individual Account, link their Account to the Farm Owner or Trusted Advisor Account as appropriate, subject to administrative oversight. Users are responsible for implementing reasonable security measures to protect against unauthorized access (e.g., enabling multi-factor authentication, securing devices).
e. Liability for unauthorized access and use: The User acknowledges that they are responsible for any damages or liabilities resulting from unauthorized access due to failure to secure Account credentials, revoke Account access, misuse of the Account by authorized or unauthorized Users, and actions of any Additional Users linked to their Account. Users must notify Croptimistic immediately upon discovery of any unauthorized access or security breaches and shall indemnify Croptimistic for any losses incurred or damages occurring from such unauthorized access or security breach that is the result of a negligent act or omission of the User.
f. Communication and Notices: Croptimistic reserves the right to contact Users for purposes including, but not limited to: legal notices, service updates, account related communications, announcements related to changes in policies or services. Such communications will be made via App notifications, email, or other means as noted in Section 19.
g. Account eligibility and active status: access to and use of the App and Ecosystem Services is contingent upon maintaining an active, verified Account, timely payment of applicable Fees, compliance with this EULA and Croptimistic's Privacy Policy. Croptimistic reserves the right to modify, suspend, or discontinue any part of the Ecosystem Services; terminate or restrict Account access in cases of failure to provide valid identification, breach of this EULA, legal or regulatory requirements.
h. Changes to access terms: Croptimistic may amend the conditions of Account access and use. Users will be provided with advance notice of material changes where feasible. Continued use of the Ecosystem Services after such notice will be deemed acceptance of the updated conditions.
Consequences of Breach. Any failure to adhere to these obligations may result in immediate Account suspension or termination, legal action in accordance with applicable laws and the terms of this EULA.
3. Consent To Use Of Technical Data
By accessing and using the App and Ecosystem Services, the User acknowledges and grants consent to the collection, processing, and use of Technical Data by Croptimistic, subject to the terms of this EULA and Croptimistic’s Privacy Policy, as more particularly described in Section 11.
a. Scope of Technical Data Collection: Technical Data refers to non-personally identifiable information related to the technical operation of the App and Ecosystem Services, which may include: device type, model, and hardware identifiers, operating system version and configuration, network information (IP address, connection logs), diagnostic and usage data (e.g., app crash logs, performance metrics), peripheral device interactions (e.g., sensors, GPS, external modules), metadata relating to access and usage patterns.
b. Purpose of Technical Data collection: Technical Data is collected and processed for the following legitimate purposes including providing and maintaining the functionality of the App and Ecosystem Services; delivering updates, patches, and enhancements, monitoring service usage to ensure system integrity, security, and compliance; diagnosing technical issues and improving service quality; analyzing aggregated usage trends for operational insights and resource optimization.
c. Legal Basis for Processing (International Compliance): Croptimistic collects and processes Technical Data based on the following legal grounds: performance of contract (processing necessary for delivering services under this EULA); legitimate Interests (for operational and security purposes, provided such interests are not overridden by Users’ fundamental rights); compliance with Legal Obligations (where data collection is required under applicable laws such as audit logs and cybersecurity mandates).
d. For jurisdictions requiring express consent, this EULA with Croptimistic provides Users with clear and transparent notice regarding data collection.
e. No sale of Technical Data: Croptimistic does not sell Technical Data to third parties. Data sharing is limited to authorized service providers who assist in delivering the App and Ecosystem Services and to legal authorities, where disclosure is mandated by law.
All data sharing arrangements shall include appropriate data processing agreements or equivalent contractual safeguards ensuring compliance with international standards.
f. Data minimization and retention: Croptimistic will collect only the minimum necessary Technical Data required for the above purposes and retain Technical Data only as long as necessary to fulfill operational or legal obligations, after which the data will be securely deleted or anonymized in accordance with Croptimistic’s data retention policies and applicable law.
g. Security Measures: Technical Data will be protected using: encryption, access control restrictions, regular security audits and vulnerability assessments.
h. User rights: where permitted under applicable under privacy laws Users may exercise rights including: right to access (request information about the Technical Data Croptimistic holds); right to rectification (correct inaccurate data); right to object or restrict processing (for certain non-essential processing activities); right to deletion (request deletion of Technical Data, subject to contractual and legal limitations). Requests to exercise these rights can be submitted via Croptimistic’s designated Notice guidelines in Section 20.
4. Updates, Upgrades, And Modifications
Croptimistic reserves the right, at any time, to revise, update, enhance, modify, or maintain the App and Ecosystem Services at its discretion. These updates may include, but are not limited to: bug fixes, security patches, performance improvements, feature enhancements, new versions or releases.
a. User obligations: Users are obligated to promptly install updates and upgrades provided by Croptimistic to ensure continued access to, and optimal performance and security of, the App and Ecosystem Services. Failure to install updates in a timely manner may result in degraded performance, security vulnerabilities, limited or discontinued access to certain features. Croptimistic shall not be liable for any damages, losses, or security incidents arising from a User’s failure to apply required updates, except where such liability cannot be disclaimed under applicable consumer protection laws.
b. Material changes affecting data privacy: In cases where an update introduces material changes to data collection, processing practices, or impacts User rights or obligations, Croptimistic will provide clear and conspicuous notice prior to implementing such changes, and obtain affirmative consent, where required by applicable laws.
c. Mandatory security updates: Croptimistic reserves the right, at any time and without prior notice, to deploy mandatory security or critical updates that are necessary to protect the integrity, availability, and confidentiality of User data; the operational stability of the App and Ecosystem Services. Such updates may be applied automatically, with or without User interaction, to safeguard against security threats or to comply with legal obligations.
d. Acceptance of additional terms: Certain updates may require the User to accept additional terms and conditions, or an amended version of this EULA, prior to continuing use of the App and Ecosystem Services. Users will be notified of such terms in advance, and their continued use following such notification constitutes acceptance of the updated EULA.
Compliance with International Laws. All updates, upgrades, and modifications will be carried out in accordance with applicable data protection laws and privacy regulations.
5. Fees And Payment Terms
The App has no direct fee. Ecosystem Services require payment, which is governed by the terms set forth in the Partner Services Agreement (PSA) and/or Farmer Services Agreement (FSA), as applicable. Farm Owners are authorized to use the App at no cost, unless they violate the terms of this EULA or they transition into a Trusted Advisor role, requiring execution of a PSA. Trusted Advisors pay Croptimistic for Ecosystem Services and cannot directly transfer these costs to Farm Owners.
a. Fee responsibility and allocation: Trusted Advisors are solely responsible for paying Ecosystem Service Fees directly to Croptimistic, as specified in their PSA. Farm Owners shall not be charged App or Ecosystem Service Fees by a Trusted Advisor. Trusted Advisors may incorporate service-related fees into their agreements with Farm Owners under an FSA, but they may not pass through or re-bill the App or Ecosystem Service Fees to Farm Owners.
b. Payment Terms for Trusted Advisors: Trusted Advisors shall make payments in accordance with the subscription terms, purchase agreements and fee structures agreed upon during PSA execution or service enrollment. Trusted Advisors are required to maintain valid and up-to-date payment methods and ensure timely payment of all applicable Fees. In the event of late payment or non-payment, Croptimistic reserves the right to suspend or restrict access to the App and Ecosystem Services and terminate Trusted Advisor accounts. Prior to said suspension, restriction or termination, Croptimistic will issue Notice of overdue payments via email and/or App notification and provide a cure period, that Croptimistic deems reasonable, before enforcement actions are taken. Trusted Advisors shall also be liable for collection costs, legal fees, and any other expenses incurred by Croptimistic in the recovery of unpaid Fees.
c. No impact on Ag Data ownership: Non-payment by a Trusted Advisor will not alter or transfer the ownership of Ag Data, which remains with the Farm Owner at all times. However, Croptimistic may restrict Trusted Advisor access to Farm Owner data in the event of non-payment, until payment obligations are resolved. Farm Owners will retain access to their own data, subject to compliance with the terms of this EULA.
d. No Binding Fee Obligations in this EULA: This EULA does not specify or impose Fee structures or payment obligations upon Users. Fee-related terms, pricing, and billing conditions are defined in separate agreements: Partner Services Agreement (PSA) for Trusted Advisors and the Farmer Services Agreement (FSA) for Farm Owners. All references to Fees herein are for informational purposes, denoting access implications in the event of non-payment.
6. Data Ownership and Licensing
a. Farm Owner ownership of Ag Data and Outputs: Farm Owners retain full ownership and control of their Raw Ag Data (any data inputted, uploaded, or collected on their behalf) and the Outputs (e.g., reports, pdf files, prescription files) generated specifically for their farm through Croptimistic's App and Ecosystem Services. Farm Owners have the right to access, view, and utilize Outputs for agronomic and business decisions within the App and Ecosystem Services and receive digital Outputs via email or digital delivery, subject to limitations in Section 8 (Data Access and Portability). Trusted Advisors do not own Raw Ag Data or Outputs generated for Farm Owners. Trusted Advisors may not use or share Raw Ag Data and Outputs to Third Parties without consent of the Farm Owner which is provided through the App.
b. Croptimistic limitations on ownership and export of Proprietary Data: The Farm Owner’s ownership of Proprietary Data is limited to in-system usage rights, granted under this EULA. Users acknowledge that Proprietary Data produced by the Ecosystem Services is not designed to function outside of Croptimistic’s platform architecture. Proprietary Data is not intended for export with external third-party systems due to their highly specialized, proprietary nature; the risk of misinterpretation or misuse outside the context of Croptimistic’s Ecosystem Services; the lack of external system capability to understand or process the data correctly; and the protection of Croptimistic’s business model and intellectual property rights. Exporting such data to external systems may result in data degradation, misapplication, and incorrect agronomic decisions, which Croptimistic cannot support or be held liable for. This restriction is in place to protect both the User and Croptimistic from misuse of Proprietary Data and the specialized Outputs provided to Users; and ensure that the data’s value is realized within its intended context. Therefore, Proprietary Data may not be downloaded, exported, shared, or transferred outside the Ecosystem, unless explicitly authorized through a licensed application programming interface (“API”) or written agreement with Croptimistic. This limitation complies with exceptions to data portability rights under international standards, which recognize that data portability does not extend to proprietary formats where it compromises intellectual property or functional integrity. While Farm Owners own the Proprietary Data related to their farm, these outputs are licensed solely for use within the Croptimistic App and Ecosystem Services. Proprietary Data is not permitted to be exported, downloaded, or integrated into external systems without Croptimistic’s explicit written consent.
c. Croptimistic intellectual property: Croptimistic retains exclusive ownership of the patents, trademarks, copyright software algorithms / AI models / methodologies / analytical models and data processing systems that create Proprietary Data. These intellectual property rights are licensed in accordance with this EULA, they are not transferred to any Users.
d. Data use license to Croptimistic: by submitting Raw Ag Data, Users grant Croptimistic an irrevocable, non-exclusive, royalty-free, global license to; process, store, and analyze the data for service provision; improve App and Ecosystem Services functionalities, AI models, and develop new products; aggregate and anonymize data for internal benchmarking and research. Croptimistic shall not sell Raw Ag Data, Proprietary Data, or Outputs owned by Farm Owners to Third Parties without the Farm Owner’s explicit consent.
e. Waiver of Ag Data rights by Farm Owner: In certain cases it may be an option for a Farm Owner to waive the rights to own the Raw Ag Data and assign it in favour of Croptimistic and their Trusted Advisor in order to get reduced Fees (on rented land for example where the Farm Owner has no interest in long-term Raw Ag Data ownership). In this case, the Farm Owner and Trusted Advisor must ensure that a Croptimistic provided template waiver form is duly executed and delivered to Croptimistic, or a digital waiver confirmation on the App, has been duly executed to confirm the User’s rights and interest to Raw Ag Data ownership has been waived and subsequently assigned. With a signed waiver, the Raw Ag Data becomes legally and beneficially owned by Croptimistic and the Trusted Advisor as more particularly set out in such waiver.
7. Data Access, Portability, and Sharing Controls
Data access in the App and Ecosystem Services is provided to all Users. Portability and sharing is limited by export functionality and API sharing agreements. For portability and sharing that goes outside of existing functionality that the Parties have agreed to in the terms of this EULA, Users will require a Croptimistic supplied Data Transfer Agreement.
a. Data access, download and export rights: Farm Owners may retrieve certain forms of their Raw Ag Data while their Account is active, subject to; the data not having been previously delivered digitally; the data still being stored and not deleted or anonymized. Croptimistic is not obligated to re-supply Raw Ag Data or Outputs already delivered. Outputs are typically one-time use cases sent directly to the Farm Owner and they are not stored in the App or Ecosystem Services; therefore they cannot be retrieved for download or export. Croptimistic is not obligated to restore Raw Ag Data to its original Raw Ag Data format if it has been processed or transformed. Proprietary Data and AA Data are not included in download or export rights due to Croptimistic’s intellectual property and Proprietary Data protections.
b. Data Sharing and Consent Controls: Users must provide explicit consent before Croptimistic shares Raw Ag Data with Third Parties. Consent can be given through App features (e.g., “share” buttons and actions) or written authorization through a Croptimistic supplied Data Transfer Agreement. Once consent is given, Croptimistic facilitates the data transfer but disclaims responsibility for third-party use post-transfer. Trusted Advisors require Farm Owner consent in the App before accessing Farm Owner Ag Data. Farm Owners may revoke or reassign Trusted Advisor access at any time.
c. Proprietary Data transfer limitations: Transfers of Proprietary Data outputs to Third Parties are restricted to specific API’s or written Data Transfer Agreements between the Farm Owner and Croptimistic. Croptimistic has no obligation to enable Proprietary Data exports outside of these agreements. Manual data transfers performed by Farm Owners and Trusted Advisors must not violate Croptimistic’s Proprietary Data restrictions. Refer to Section 6.d for detailed Proprietary Data limitations.
8. Data Security, Confidentiality, and Enforcement
a. Data Handling and Infrastructure: Croptimistic may clean, process, store, and transmit Ag Data through Third Party infrastructure (e.g., servers, cloud providers) strictly to operate the App and Ecosystem Services. All data handling is conducted in compliance with applicable international privacy laws.
b. Trusted Advisor access and responsibilities: Trusted Advisors must sign a valid PSA before accessing App and Ecosystem Services. Trusted Advisors require explicit Farm Owner consent through the App for data access. Trusted Advisors are prohibited from sharing User data externally without consent. Farm Owners can revoke Trusted Advisor access at any time and migrate their Ag Data to a new Trusted Advisor or Croptimistic. Croptimistic is responsible for enforcing PSA terms and suspending or terminating Trusted Advisors who breach data handling obligations.
c. User and Croptimistic Enforcement Rights: Users must ensure that only authorized Trusted Advisors access their data. Croptimistic retains the right to suspend or restrict App and Ecosystem Services access for data misuse. Users shall indemnify Croptimistic for any damages or losses incurred by Croptimistic from unauthorized access to their data due to an direct or indirect negligent act or omission of the User and without in any way limiting the foregoing, Croptimistic can enforce legal remedies for any violation of Proprietary Data protections. Croptimistic disclaims liability for data misuse by Trusted Advisors post-access unless arising from Croptimistic’s own failure to enforce PSA terms.
9. Post-Termination Data Handling
Upon Account termination, whether by the User or Croptimistic, the following procedures shall govern the handling of Ag Data:
a. Ag Data anonymization: Upon Account termination or closure, Croptimistic may, where appropriate, anonymize the User’s Ag Data by removing Personally Identifiable Information (PII).
Anonymized data may be retained indefinitely and utilized by Croptimistic for internal research, analysis, product development, AI training, and benchmarking, provided it is no longer linked to PII. This practice complies with international data privacy laws, which do not restrict the retention of fully anonymized, non-identifiable data.
b. Multiple Farm Owners or linked access: If an Account is linked to another User (e.g., co-Farm Owner, Additional Farm User or Trusted Advisor with administrative access), the data associated with the Account shall remain accessible to the linked Users until all linked Farm Owners submit written notice (or complete in-App actions) confirming the closure of the Account and associated data access.
This ensures shared operational continuity while upholding Farm Owner ownership rights over Raw Ag Data, Outputs and Proprietary Data.
c. Post-termination data download window: If Croptimistic initiates termination of an Account, the Farm Owner will be granted a 30-day access period from the effective termination date to download their Raw Ag Data, Outputs and any Proprietary Data that are available in a retrievable format.
After this period, User access to the data will be revoked. This provision ensures compliance with international data access rights.
d. Post-termination data handling (discretionary rights): If the Farm Owner fails to download their data within the specified 30-day period Croptimistic reserves the right to retain, delete, anonymize, or aggregate the User’s Raw Ag Data; continue to use the data in anonymized form for internal purposes. Croptimistic shall exercise this discretion in accordance with applicable data retention policies, legal requirements, and Croptimistic’s business practices for data integrity and security.
e. AA Data retention unaffected: The termination or deletion of any Ag Data does not affect Croptimistic’s rights to retain and utilize AA Data. AA Data, once created, is no longer linked to an identifiable User and may be used for App and Ecosystem Services improvement, research and analytics, benchmarking and market insights. Croptimistic commits that AA Data will not be sold to Third Parties, ensuring continued data privacy for Users.
10. Assignment and Data Transfer
This Section governs the assignment, transfer, or conveyance of rights, data, and Accounts related to this EULA, the App, and Ecosystem Services.
a. General assignment restriction: Users (including Trusted Advisors and Third Parties) shall not assign, transfer, sublicense, sell, or otherwise convey any interest, rights or obligations under this EULA, or any rights to Ag Data, Proprietary Data, or Account access, without Croptimistic’s prior written consent. Any attempted assignment or transfer in violation of this clause shall be null, void, and unenforceable.
b. Permitted Assignment by Farm Owners: A Farm Owner may have their ownership rights and associated Ag Data assigned to a new Farm Owner in the event of a sale or transfer of real property that is associated with the Ag Data, change of control (if the Farm Owner is a corporation), lease of agricultural property merger, reorganization, amalgamation or estate administration. Such assignment is conditional upon providing Croptimistic with no less than thirty (30) days’ prior written Notice and the assignee agreeing in writing to be bound by this EULA and Croptimistic’s Privacy Policy. Croptimistic will not unreasonably withhold consent to such data transfer, provided it complies with the technical and legal limitations of this EULA. Some data may not be portable.
c. Restrictions on assignment by Trusted Advisors and Third Parties: Trusted Advisors and Third Parties are strictly prohibited from the following, which shall each be referred to as a “Third Party Transaction”: (i) selling, transferring, assigning, sublicensing, or otherwise conveying access rights, Ag Data, Proprietary Data, or Account privileges to any other party; or (ii) any change of control, sale, or reorganization that would result directly or indirectly in any other party not originally contemplated herein or the PSA having access to Ag Data, App or the Ecosystem Services without Croptimistic’s prior written consent and the explicit consent of the relevant Farm Owner. Such consent of Croptimistic may be arbitrarily withheld. In addition to the foregoing, any Third Party Transaction that would result in the transfer of data access or rights must be: (i) pre-approved by Croptimistic in writing,; (ii) compliant with Croptimistic’s assignment protocols; and (iii) conditioned upon the new party’s acceptance of this EULA and Croptimistic’s Privacy Policy. Unauthorized assignments or Third Party Transactions involving data rights or Ecosystem access will be deemed null, void, and a material breach, resulting in immediate termination of access and potential legal enforcement, which shall include, without limitation the Farm Owner, Trusted Advisors and/or Third Parties, as applicable, indemnifying and saving Croptimistic from any damages or losses incurred by Croptimistic as a result of any breach of this Section 10.
d. Data ownership and assignment principles: Farm Owners retain ownership of their Raw Ag Data, Proprietary Data and Outputs, subject to the use limitations in this EULA. Data transfer to any Person that would qualify as a data controller or business under international law requires a mutually agreed Data Transfer Agreement (DTA) with Croptimistic and compliance with applicable legal obligations (e.g., lawful basis for processing, data subject rights).
e. Croptimistic’s assignment rights: Croptimistic may, at its sole discretion, assign, transfer, delegate, or sublicense, to any Person, any or all of its rights, obligations, and interests under this EULA, including but not limited to: (i) rights to provide the App and Ecosystem Services; (ii) rights to use, process, store, and manage Ag Data, Proprietary Data, and AA Data; (iii) all intellectual property rights and contractual rights arising from this EULA; and (iv) client relationships, service obligations, and data handling responsibilities. Such assignment may occur in connection with, but is not limited to a merger, acquisition, sale of assets, change of control, corporate restructuring, or other business transaction. No consent from Users (which shall include, without limitation, Farm Owners, Additional Farm Users, Trusted Advisors, or Third Parties) shall be required for Croptimistic to execute such assignment or transfer. The assignee or successor entity shall assume all obligations of Croptimistic under this EULA, including compliance with Croptimistic's data protection commitments; upholding the terms of service, data handling, confidentiality, and intellectual property rights provisions.
f. Prohibited unauthorized data sales or transfers: Under no circumstances shall Users, Trusted Advisors, or Third Parties: (i) sell, exchange, sublicense, or license Ag Data, Proprietary Data, or AA Data to any Person not directly permitted herein; (ii) engage in any data sharing or cross-border transfers with any Person without explicit consent from both Croptimistic and the Farm Owner; or (iii) violate applicable privacy laws relating to data sale, portability, or cross-border data transfer. Any cross-border data transfers must comply with applicable jurisdictional privacy laws.
g. Survivability: The rights and obligations in this Section shall survive the termination of this EULA and shall be binding on all successors, assigns, administrators, trustees, or heirs of both Croptimistic and the User.
11. Privacy Policy
Your use of the App and Ecosystem Services is governed by Croptimistic’s Privacy Policy, which is incorporated into this EULA by reference and is accessible at: Privacy - SWAT MAPS
a. Updates and notification: Croptimistic may from time to time update the Privacy Policy to reflect compliance with changes in applicable privacy laws, adjustments in data handling practices, services, features, or security protocols. Users will be notified of material changes via App notifications, Email to the registered email address, or other appropriate communication channels.
b. Consent and continued use: By continuing to use the App or Ecosystem Services after such notifications, Users are deemed to agree to the updated Privacy Policy. Where required under applicable privacy law, Croptimistic will seek affirmative consent before implementing changes that materially impact Users’ rights. Users are responsible for periodically reviewing the Privacy Policy to stay informed of updates. Continued use constitutes acceptance of any changes. If a User does not agree to updated terms, they must cease using the App and Ecosystem Services immediately.
c. International privacy compliance: Croptimistic commits to meeting international privacy standards, including: PIPEDA (Canada), CCPA/CPRA (California, USA) consumer rights, Australian Privacy Principles (APPs). In jurisdictions with mandatory or non-waivable privacy protections, those statutory rights cannot be overridden or limited by this EULA. Any conflicting clauses will be read down to be consistent with such laws.
d. Croptimistic does not sell personal information.
12. Security and Data Breach Notice
Croptimistic recognizes the critical importance of safeguarding the confidentiality, integrity, and availability of Ag Data. Croptimistic shall implement and maintain industry-standard technical and organizational security measures, including but not limited to: encryption of data, access controls with role-based permissions, and multi-factor authentication where applicable. Incident response procedures aligned with international standards.
a. Breach Detection and Response: In the event of a personal data breach, Croptimistic shall: promptly investigate the breach and take immediate actions to mitigate its adverse effects, notify Users without undue delay, and no later than seventy-two (72) hours after becoming aware of the breach, where commercially reasonably feasible, in accordance with applicable data protection laws.
b. Provide Users with: A Notice on the description of the nature of the breach, the likely consequences of the breach, the measures taken or proposed to address and mitigate the breach, contact details for further inquiries regarding the breach.
13. Availability, Maintenance, and Force Majeure
Croptimistic shall make commercially reasonable efforts to ensure the availability and performance of its App and Ecosystem Services, in line with industry best practices for service uptime of 99% or greater.
a. Croptimistic reserves the right to perform system maintenance, upgrades, or patches. Users shall receive advance notice of at least seventy-two (72) hours for scheduled maintenance where feasible. Croptimistic will endeavor to conduct maintenance activities during low-usage periods to minimize disruption. In cases of unplanned service outages or emergency maintenance due to critical security vulnerabilities, Croptimistic shall strive to provide real-time status updates via the App status page or other communication channels. Users acknowledge that temporary service disruptions may occur despite best efforts.
b. Croptimistic shall not be liable for any failure or delay in performance of its obligations due to following events which shall be referred to as “Force Majeure Events”, and shall include, but are not limited to: natural disasters (e.g., floods, earthquakes), cyberattacks, acts of government (e.g., new regulations, sanctions), labor disputes or strikes, widespread Internet outages, pandemics or public health emergencies, any other events beyond Croptimistic's reasonable control. Croptimistic disclaims all liability for indirect, incidental, consequential, or punitive damages arising from service unavailability due to Force Majeure Events. Croptimistic’s total liability for direct damages, excluding Force Majeure Events (of which Croptimistic shall have no liability for), shall be limited to the amounts paid by the User for the affected services during the period of disruption, where legally permissible. Croptimistic maintains a business continuity and disaster recovery plan which is reviewed and tested regularly, to ensure the prompt restoration of services after major incidents.
14. Government And Legal Requests
Croptimistic shall comply with lawful requests or court orders from government authorities demanding access to User’s Ag Data. Prior to any disclosure, Croptimistic shall make reasonable efforts to notify the User about the request or order, unless prohibited by law. Croptimistic shall only provide the requested data upon written User direction or a valid Court Order, and solely to the extent required by law. In fulfilling such requests, Croptimistic shall aim to minimize the scope of data disclosed. Croptimistic shall not be held liable for any disclosures made pursuant to these legal obligations.
15. Warranties, Disclaimers, and Indemnification
The App and Ecosystem Services provided by Croptimistic are delivered on an as-is and as-available basis. To the maximum extent permitted by applicable law, Croptimistic disclaims all warranties of any kind, whether express, implied, statutory, or otherwise.
a. This includes, but is not limited to: Implied warranties of merchantability, fitness for a particular purpose, non-infringement of intellectual property rights, accuracy, reliability, or completeness of data and insights, uninterrupted, timely, secure, or error-free service delivery. The User acknowledges and agrees that Croptimistic does not warrant the accuracy, availability, or reliability of the App or Ecosystem Services and Croptimistic shall not be responsible for errors, omissions, or interruptions arising in connection with the use of the App or Ecosystem Services.
b. No professional agronomic advice: The App and Ecosystem Services are informational tools only and do not constitute professional agronomic advice. Any decisions made by the User, including Farm Owners and Trusted Advisors, based on the insights or data from the App are made solely at the User's discretion and risk. Users are responsible for independently verifying all data and insights before making agronomic, financial, or operational decisions.
c. Limitation of liability: To the fullest extent permitted by law, Croptimistic shall under no circumstances be liable for indirect, incidental, consequential, special, or exemplary damages, including loss of profits, loss of data, goodwill, or business interruption, damages resulting from acts beyond its reasonable control, including but not limited to: Force Majeure Events, government regulations or legal requirements, unauthorized access or data breaches not attributable to Croptimistic’s negligence, disclosures required by law. Croptimistic expressly disclaims liability for any losses or damages resulting from the User’s negligence, omissions or failure to comply with security practices, third-party service failures or integrations, software malfunctions or technological limitations inherent in digital services. No specific insurance coverage is provided by Croptimistic for service interruptions, data loss, or other issues related to software failure, unless explicitly agreed upon in a separate written agreement.
d. Indemnification by User: The User agrees to defend, indemnify, and hold harmless Croptimistic, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, expenses (including reasonable attorneys’ fees), arising out of or related to User’s breach of this EULA or applicable law, User’s negligence, misconduct, or fraudulent actions, actions or omissions by Third Parties to whom the User has granted access to the Ecosystem Services, claims alleging that User’s use of the App infringes any intellectual property or proprietary rights of Third Parties. This indemnity obligation shall survive termination or expiration of this EULA.
16. Severability and Waiver
a. Severability: If any provision of this EULA is determined to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to reflect the Parties' original intent, while the remaining provisions shall continue in full force and effect.
b. Waiver: The failure of Croptimistic to enforce any right, provision, or remedy under this EULA shall not constitute a waiver of such right or provision. Any waiver of rights or provisions must be in writing, signed by both Parties, and shall apply solely to the specific instance in which such waiver is granted. A waiver in one instance shall not imply a waiver in any future instance or for any other provision unless expressly stated.
17. Governing Law, Jurisdiction, And International Enforceability
Nothing in this EULA shall deprive Users of mandatory protections under their local consumer laws. This EULA shall be governed by and construed in accordance with the laws of the Province of Saskatchewan, Canada, without regard to its conflict of law principles, subject to the mandatory protections of applicable consumer laws.
a. Mandatory consumer law protections: Nothing in this EULA excludes, restricts, or modifies any rights or remedies you may have under the Australian Consumer Law, or applicable federal or state consumer protection laws of the united States of America, including but not limited to the Magnuson-Moss Warranty Act or any other non-excludable statutory guarantees or consumer protections.
b. Jurisdiction and venue: Subject to applicable consumer protection laws, the Parties agree that any disputes arising out of or relating to this EULA shall be subject to the exclusive jurisdiction of the courts located in Saskatoon, Saskatchewan, Canada. However, if you are a consumer residing in a jurisdiction where consumer laws mandate legal proceedings in your home jurisdiction, you may also bring proceedings in the courts of that jurisdiction. Croptimistic retains the right to initiate proceedings in your home jurisdiction if necessary for enforcement purposes.
c. International arbitration (optional by mutual agreement) for non-consumer business users, or where both Parties mutually agree, any dispute, controversy, or claim arising out of or in relation to this EULA may be settled through arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. Arbitration shall be held in Saskatoon, Saskatchewan, Canada, in the English language. Arbitration decisions shall be final and binding, with judgment enforceable in any court of competent jurisdiction. Either Party retains the right to seek interim injunctive relief from any competent court to prevent immediate harm or preserve rights. Arbitration costs, including arbitrator fees and reasonable legal expenses, shall be borne by the losing party, unless otherwise allocated by the arbitrator based on fairness and equity considerations.
d. Compliance with local laws: Users are responsible for ensuring that their use of the App and Ecosystem Services complies with all applicable local laws in their respective jurisdictions. To the extent any provision of this EULA conflicts with mandatory local consumer protection laws, such provisions shall be read down or severed to give effect to the Parties' intent while remaining compliant
18. Modifications To EULA / Amendment
Croptimistic reserves the right to modify, amend, or update the terms of this EULA from time to time to reflect changes in applicable laws or regulations, updates to Croptimistic’s services, business practices, or policies, improvements to clarity, security, or user experience.
a. Notice of amendments: Material changes to this EULA that affect the User’s rights or obligations shall be communicated to the User in advance through prominent means, including, without limitation, App notifications, Email to the User’s registered email address, or other means reasonably designed to provide effective Notice. Non-material changes (e.g., clarifications, typographical corrections) may be updated without individual notice, but will be reflected in the most current version of this EULA accessible within the App and on Croptimistic’s website.
b. User acknowledgment and acceptance. Where required by applicable law (e.g., under CCPA/CPRA, or Australian Consumer Law), Croptimistic will obtain the User’s active consent for material changes before they take effect. Users will be prompted to review and accept updated terms prior to their continued use of the App and Ecosystem Services. Continued access or use of the App or Ecosystem Services after receiving notice of any changes will constitute the User’s deemed consent and acceptance of the updated EULA.
c. Right to decline and terminate: If the User does not agree to the amended terms, they may cease using the App and Ecosystem Services immediately or terminate their Account in accordance with the termination provisions of this EULA. In jurisdictions where mandatory statutory rights apply, such as under Australian Consumer Law or U.S. Consumer Protection laws, Users’ legal rights shall not be diminished or affected by such modifications, and any contrary provisions shall be read down accordingly.
19. Notices
All formal Notices and other communications required or permitted under this EULA shall be in writing.
a. Notices from the User to Croptimistic shall be sent via email to support@swatmaps.com or through the contact information provided on the Croptimistic website.
b. Notices from Croptimistic to the User shall be sent via the email address or other contact details provided by the User at the time of registration, or through in-App notifications.
The following delivery methods shall be considered valid for Notice:
c. Email delivery: Notices sent via email from the delivery party shall be deemed sent and received successfully once a digital response to the Notice was of confirmed receipt is received back from the receiving party. If no response is documented, an alternative form of documentation shall be required.
d. App notifications: Notices provided within the App shall be deemed received upon posting to Users with Accounts.
e. Postal/Courier delivery: Notices sent through postal services shall be deemed received upon delivery and confirmed by tracking records through Registered Mail.
f. Hand delivered with documentation provided who delivered and accepted the Notice.
g. Verbal conversations via phone or in-person are not accepted forms of Notice.
The User shall be responsible for ensuring that their contact information is accurate and up-to-date at all times. If the User's contact details change, the User shall promptly update this information within the App or by notifying Croptimistic directly. Failure to maintain current contact information does not invalidate Notice delivery.
20. Entire Agreement
This EULA is intended to work in conjunction with the Partner Services Agreement (PSA) and the Farmer Services Agreement (FSA), where applicable. In the event of any conflict or inconsistency between the terms of this EULA and those in a PSA or FSA:
a. Between Croptimistic and a Trusted Advisor: The PSA will prevail for business relationship and payment terms, but this EULA will prevail for software use, data protection, and access rights.
b. Between a Trusted Advisor and a Farm Owner: The FSA will prevail for commercial terms agreed between those parties, but this EULA will prevail for software use, licensing, and data handling rules.
This EULA, along with all exhibits and definitions incorporated herein, constitutes the entire understanding and EULA between Croptimistic and the User, and it supersedes all prior or contemporaneous EULAs (including all PSA and FSA), communications, understandings, or representations, whether written or oral, regarding the subject matter of this EULA. By clicking the "I accept" button, the User acknowledges that the User have read, understood, and agree to be bound by this EULA.
Exhibit 1 – Definitions
The following terms shall have the meanings set forth below when used in the EULA:
a. "EULA": Refers to the SWAT Ecosystem End User License Agreement and Services Agreement.
b. "App": Refers to the SWAT RECORDS software Application distributed via desktop, web, the Apple App Store, and the Google Play Store. The App utilizes servers, hardware, telemetry, cloud technologies and third party applications to operate.
c. "Croptimistic": Refers to Croptimistic Technology Inc., a corporation organized under the laws of the Province of Saskatchewan, Canada as well as representing its wholly owned subsidiaries in the USA and Australia. Croptimistic owns the App and Ecosystem Services and as such is bound to the terms of this EULA only as Croptimistic. Although it may offer services to farmers, it is not a Trusted Advisor based on the definitions presented in this EULA.
d. "User" or "the User" or “Users”: Refers to the authorized User who has accepted the terms of the EULA and has been granted access by Croptimistic in accordance to the terms of this EULA. A User may be a Farm Owner, Trusted Advisor, or Additional User.
e. "Ecosystem Services": Refers to the collective services provided by Croptimistic, including , but not limited to, SWAT BOX soil mapping, SWAT MAPS soil water and topography map generation, SWAT CAM machine learning camera system to quantify crop establishment, yield analytics to associate yield data to multiple sources of data, and many other related Outputs, reports, prescriptions, support, training, hardware, and software based services.
f. "Raw Ag Data": Refers to inputs to the system that are uploaded, collected or entered by the Farm Owner, Croptimistic or their Trusted Advisor. Common inputs include field names, legal locations, crop types, uncleaned yield / soil data direct from field instruments, machinery information, and other forms of data that is unprocessed. Raw Ag Data is also associated with what User's receive as Outputs they have received received to execute and implement prescriptions and other farm management related outcomes.
g. "Proprietary Data": Refers to software, algorithms, methodologies, processes such as SWAT MAPS zone map creation, SWAT MAPS zone maps, soil and yield analytics, AI models and data, and other data and processes created exclusively by Croptimistic and owned by Croptimistic in order to execute the App and Ecosystem Services to Users.
h. "AA Data": Anonymized and aggregated data is Ag Data that has been stripped of personal identifiers so it may not be traced back to an individual or entity and has been combined with data from other Users to form group-level insights.
i. "Downloadable Data": Data retrievable by Farm Owners. Not all data in the system may be extracted out. It may be provided in readily available download forms or provided manually upon request. Raw Ag Data and Outputs are common forms of Downloadable Data.
j. "Ag Data": All forms of data mentioned in the EULA including Raw Ag Data, Proprietary Data, AA Data and Downloadable Data.
k. "Technical Data": Refers to information about the User's device, operating system, and peripherals.
l. "Trusted Advisor": Refers to any qualified Person (as more particularly set out in this paragraph) designated by Farm Owners to assist in advising, consulting, interpreting and utilizing the data generated by Ecosystem Services. Notwithstanding the foregoing, as a requirement to becoming a qualified Person to be a Trusted Advisor and licensed to offer the App and Ecosystem Services, PSA’s are to first be executed by the Trusted Advisor. For greater certainty a Trusted Advisor may include, without limitation, authorized business owners that represent staff and employees at ag retailers, agronomists, consultants and other Persons. Trusted Advisors are Persons partnered with Croptimistic to execute and deliver the Croptimistic business model to Farm Owners and are provided access to the App and Ecosystem Services for that sole purpose. All staff employed by the Person executing the PSA are also deemed Trusted Advisors under the terms of this EULA.
m. "Third Parties": Refers to external entities such as other software programs or sustainability programs that may be granted access to User data under certain conditions and proper consent from Farm Owners as defined in the EULA.
n. "Farm Owner": Refers to the User Account created by the owner of the farm entity that is created in the App. This Account shall define the individual who owns and controls the Account and data associated in accordance with this EULA. If Farm Owner's have their own Trusted Advisor on staff they can apply to Croptimistic and meet strict criteria to become their own Trusted Advisors and sign a PSA.
o. "Account": A personalized profile and access identity that a User creates to interact with and use the Croptimistic App and Ecosystem Services.
p. "PSA": Refers to a Partner Services Agreement (PSA). This is a document between Croptimistic and Trusted Advisors that outlines their business relationship.
q. "FSA": Refers to a Farmer Services Agreement (FSA). This is a document between a Trusted Advisor and a Farm Owner that outlines their business relationship.
r. "Outputs": Are User received documents and files such pdf reports, prescription files for VR controllers, and other digital or paper documents that are delivered by User interaction or digital transfer from the App and Ecosystem Services.
s. "Additional Farm Users": Users that are staff and have limited access to Ag Data and are added to Accounts by Farm Owners with their consent. Additional Farm Users only access data in order to conduct work as a team or implement Outputs for the Farm Owner. Farm Owners may remove access at any time or may request their Trusted Advisor or Croptimistic do it for them.
t. "Fees": Are set out in the PSA and FSA, as applicable. No Fees are able to be charged to Farm Owners for their free access.
u. “PII”: Personally Identifiable Information such as full name, address, email address, phone number.
v. “Data Transfer Agreement”: Legal contract that governs the sharing or transfer of data between two or more parties, ensuring that data is handled in compliance with privacy laws, security standards, and agreed upon usage terms.
w. “Person”: any natural person, corporation, sole proprietorship, partnership, company, joint venture, trust, limited liability company, incorporated or unincorporated association, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.
x. “Notices”: The prescribed methods of delivering notices between Parties as set out in Section 19 hereof
