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Terms and Conditions

This Terms and Conditions (hereinafter “Agreement”) is a legal contract between the …Name of the Organization… (hereinafter referred to as “Partner”) with its principal place of business located at ………………………… and M/s. TENE AGRICULTURAL SOLUTIONS PRIVATE LIMITED (hereinafter referred to as “Company”) with its principal place of business located at #1238, HIG, 3rd Floor, B Sector, Yelahanka New Town, Bangalore KA 560064 IN, for a partner organization license to access “Rootstock” the Information Technology Solution (“IT Solution”) for Agriculture Extension, designed, developed and maintained by the Company, according to the terms detailed hereunder.

CAREFULLY READ AND UNDERSTAND ALL THE RIGHTS AND OBLIGATIONS DETAILED IN THIS AGREEMENT BEFORE USING Rootstock, THE IT SOLUTION DESIGNED FOR AGRICULTURE EXTENSION, DEVELOPED, AND MAINTAINED BY THE COMPANY. BY USING THE IT SOLUTION, THE PARTNER INDICATES ACCEPTANCE AND CONCURRENCE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

The Company has designed, developed and maintains Rootstock, an IT Solution for Agriculture Extension with components for farmers, input sellers, rural youths, and agri-experts, that provides actionable information and means to avail information related to cultivation of annual as well as perennial crops and solutions to other agricultural and horticultural challenges; and any associated hardware(s). The Company is offering the Partner a web-based application to structure the cultivation advisories for the crops of the Partner’s interest, and to share the same with the farmer subscribers through the smartphone application of Rootstock. The Company offers to the farmer subscribers (i) smartphone-based hand holding of on-farm cultivation for the crop cycle; (ii) suggestions from agri-experts whenever the subscriber feels a need for the same; and (iii) opportunities to share with the input sellers the details of the inputs recommended by the Partner so as to enable procurement. The Company offers to the rural youth subscribers an opportunity to promote the farmer-app and to facilitate interactions between farmers and input sellers. The Company offers the input sellers an opportunity to process the input requests originating from the farmers for providing the same. Overall, the Company offers (i) a clear and easily navigable information and communication system to improve crop production by farmers and (ii) improve the human, ecological and asset health of the farmers’ family. All the above-mentioned factors are hereinafter commonly referred to as the “Purpose”.

1. DEFINITIONS

  • “IT Solution” shall mean, collectively or individually, the software designed, developed and maintained by the Company, identified in Exhibit A of this Agreement,  including the Updates, and provided to the Partner for the Purpose. The IT Solution, called Rootstock, comes with a suite of web and mobile applications. Each web and mobile applications contained in Rootstock might be called by names other than Rootstock. The applications mentioned in this Agreement have been indicatively named by considering the end users.

  • “Updates” shall mean enhancements, bug fixes and new versions  of the IT Solution by the Company and provided to the Partner.

  • “Upgrades” shall mean replacement of components of the IT Solution with a newer, better version in order to bring the system up to date or to improve its performance, functionality, usability or any other characteristics.

  • “Subscriber” shall mean any individual who subscribes to use the IT Solution as a farmer or any other role as designed in the IT Solution from time to time by the Company.

  • Authorized Users: Unless otherwise specifically provided elsewhere in this Agreement, “Authorized Users” shall be (i) employees or consultants of the Partner, and (ii) subject to terms laid out in the Confidentiality Section, third party contractors of the Partner who do not compete with the Company (“Permitted Contractors”).

  • Advisory/ies: “Advisory” refers to the time-schedule of “Practices” that the Partner advises the farmer to follow during the cultivation of a crop. The “Practices” cover operations related, but not limited, to land preparation, sowing, plant protection, fertilizer application, weeding, irrigation, harvest, and other agronomic activities. The timeline for an Advisory shall not exceed 365 days.

 

2. INTELLECTUAL PROPERTY RIGHTS

  • Ownership: The Company retains all rights, title and interests in and ownership and all the intellectual property rights thereto of the IT Solution, to all its Updates and Upgrades. This Agreement does not transfer the title, ownership or any intellectual property rights in any form over the IT Solution, its Updates and Upgrades in any form whatsoever, from the Company to the Partner.

 

  • Preservation of the Company’s Notices: The Partner agrees not to (and not to allow others to) remove, alter, cover over or deface the Company’s proprietary notices which appear in or in connection with the IT Solution as provided by the Company to the users of the IT Solution either directly or through the Partner(s).

 

  • Use of logo for promotion: The Partner consents to allow the Company to include the Partner’s name and/or logo in the Company’s list of Partners for general promotional purposes.

 

  • Partner License to use the IT Solution: Subject to all limitations and restrictions contained herein, the Company grants to the Partner a license to use the IT Solution, in the Software as a Service (‘SaaS’) model, that is a non-exclusive and non-transferable right to access and operate the IT Solution, as hosted by the Company. The Partner shall have limited rights as detailed herein and the license to Use the IT Solution shall be solely for the Partner’s internal purposes.

 

  • Use Restrictions: In no event shall the Partner disassemble, decompile, or reverse engineer the IT Solution or permit others to do so.  Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the IT Solution from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the IT Solution by using any means or methods to translate machine-dependent or machine-independent object code into human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the IT Solution's operation and creating source code or any approximation thereof by, for example, studying the IT Solution's behaviour in response to a variety of inputs; or (iv) performing any other activity related to the IT Solution that could be construed to be reverse engineering, disassembling, or decompiling.  The  Partner agrees to immediately report to the Company any unauthorized use or infringement of the IT Solution that comes to its attention.

 

  • Data rights: (i)/Information entered by the Partner on Rootstock, such as, but not limited to, agricultural/horticultural knowledge and information about personnel, shall continue to be completely owned by the Partner. The same shall not be shared with any third party, published, or used by the Company. (ii) Data provided by the subscribers through the mobile apps of the IT Solution that reveals the identities of the subscribers shall neither be published nor shared with any third party by the Company. The said data shall be available to the Company and the Partner only. However, the subscribers can intentionally, by their own selves, share their data with a third party, known or unknown to them, including their personal details, on the IT Solution provided to them. (iii) The Company can use the data provided to them by the subscribers through different mobile apps. The Company can expose the data without revealing the identities of the subscribers or the Partner. The data can be subjected to statistical analyses and prediction modelling by the Company leading to financial gains or otherwise. The interpretations drawn from the analyses can be published in scientific journals, magazines, websites, etc. The same data shall be made available to the Partner with or without financial obligations. (iv) Logs of activities and utilization of services provided by the company available on the Rootstock platform shall belong to the Company and shall be used to improve the performance and features of Rootstock.

 

3. Crop Cultivation Advisories and the liability thereof: The Partner shall structure the cultivation Advisories for the crops of the Partner’s interest on the IT Solution provided by the Company. The Partner shall adhere to the rules and regulations of the nation while suggesting inputs for the Subscribers. The Partner shall be solely responsible for the content of the Advisories; there shall be no liability whatsoever on the Company with respect to the content of the Advisories. The Partner shall be solely responsible even if the Company provides Advisory templates to the Partner to assist in developing Advisories.

 

4. Primary Contact, Content Experts and Administrators: The Partner shall assign the Primary Contact, Content Experts, Marketing Users and Administrators required for using the IT Solution. The Primary Contact shall be the one point of contact for the Company during the implementation of this Partnership. A Content Expert shall be responsible for structuring/modifying the content of the Advisories. The Administrator shall be responsible for managing the Users of the Partner organization and the resources available on the IT Solution to the Partner.

 

5. Customization of the IT Solution: The Company has the sole right to modify any feature or customize them at its sole discretion. The cost of any such customization shall be informed to the Partner and shall be implemented on explicit approval of the same by the Partner. The subscription fee charged to the Subscribers signed on by the Partner shall be independent of any such customization costs.

 

6. Initiation and Training: The Company shall create an independent account for the Partner in the IT Solution. The date of initiation shall be the signing date of this Agreement. The Company shall arrange for one training of the Partner’s in-house experts and the Partner’s in-house Administrator on the relevant modules and components of the IT Solution. The Partner shall provide the necessary training for Subscribers signed on by the Partner. The Company shall support the subscribers’ training with resources as mutually agreed to between the Parties.

 

7. Changes in Functionality of the IT Solution: The Company reserves the right to add new functionality and modify existing functionality to the IT Solution as and when it deems fit, and make any such changes available in newer versions of the IT Solution at its sole discretion. The Partner shall be duly notified upon release of such newer versions and the Company reserves the right to automatically upgrade all Subscribers, including the Subscribers signed on by the Partner, to the latest version of the IT Solution as and when the Company deems fit.

 

8. TECHNICAL SUPPORT

 

  • Subscriber Support: The Company provides, at its discretion, basic support for the IT Solution to the Subscriber at no additional charge to the Subscriber or Partner. Upgraded support, if purchased separately, shall entail the Partner and its Subscribers, within commercially reasonable limits, to support services from 10 AM to 5 PM IST, Monday through Saturday excluding national holidays.

  • Service Availability: The Company shall make all reasonable efforts to maintain a high degree of availability of the IT Solution.

 

  • Planned downtime: The Company shall give at least eight (8) hours’ notice to the Partner for any planned downtime of the IT Solution and the Company shall schedule, to the extent practicable, such downtimes to be during the night, i.e. between 6:00 p.m. and 6:00 a.m. Indian Standard Time (IST).

 

9. PAYMENTS

 

  • The Partner shall not be liable to make any payment to the Company for setting up of the IT Solution or its usage. The Partner’s liability to pay arises only if the Partner wishes to access the dashboard.

  • The payment for any customizations to the Partner’s web applications, beyond what is offered by the Company, shall be as mutually agreed upon by both Parties.

  • In situations where the Partner is not adding any charge, in addition to what is charged by the Company, towards subscription of an advisory, the Company shall initiate monthly payments to the Partner a sum equivalent to 5% of the revenues generated from subscriptions for the crop cultivation packages received on the IT Solution’s mobile application. The payments for a given month shall be initiated during the subsequent month, and completed within 30 days of the subsequent month. The Company shall not make any payment to the Partner who is additionally charging the subscription of an advisory.

 

10. CONFIDENTIALITY

 

  • Confidential Information: The parties to this Agreement undertake to retain in confidence all information disclosed to the other party in relation to this Agreement that the disclosing party has designated as being confidential in writing or if disclosed orally, or if, designated as confidential at the time of such disclosure and reduced to writing conspicuously marked as confidential and sent to such other party within thirty (30) days thereof (“Confidential Information“). The terms and conditions of this Agreement including its Exhibits shall be considered Confidential Information.

 

  • Exclusions: “Confidential Information” will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) the receiving party can demonstrate to have had rightfully in its possession and without restriction, prior to disclosure hereunder; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential  Information, as can be shown by written records of the receiving party; (d) is lawfully obtained from a third party who has the right to make such disclosure; or (e) is released for publication by the disclosing party in writing.  A receiving party also may disclose disclosing party’s Confidential Information to the extent required by a court or other governmental authority, provided that the receiving party promptly notifies the disclosing party of the disclosure requirement and cooperates with the disclosing party (at the latter’s expense and at its request) to resist or limit the disclosure.

 

  • Protection of Confidential Information: Each party agrees to protect the other party’s Confidential Information to the same extent that it protects its own confidential information of a similar nature and shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information to third parties. A party may disclose the other party’s Confidential Information to its directors, officers, employees and third party contractor(s) (“Representatives”) on a need to know basis and to the extent necessary for the purpose of this Agreement. If a party provides Confidential Information of the other party to its Representatives, then it will ensure that such Representatives have entered into a written confidentiality agreement with the party providing such information to the Representatives protecting such Confidential Information from unauthorized disclosure or improper use. Obligations of confidentiality under this Agreement shall survive the termination or expiration of the Agreement for a period of three (3) years; save for Confidential Information constituting trade secrets, in which event the obligations shall subsist indefinitely.

 

  • Feedback: The Partner acknowledges that the Company shall be entitled to, at its sole discretion, to publish or not publish the Subscribers’ Feedback shared through the IT Solution, or to retain or not retain such Feedback, and to moderate such Feedback. Any communication sent by the Partner to its Subscribers based on the information collected by the Partner of its Subscribers shall be the sole responsibility of the Partner. The Partner shall ensure accuracy of such communication sent, and shall ensure that it is sent to the intended recipient.

 

11. REPRESENTATIONS AND WARRANTIES

 

  • By the Subscriber: The Subscriber represents and warrants that the (a)  Subscriber is 18 years of age or older and has the right, authority and capacity under the applicable law to use the IT Solution and sign the necessary Subscriber Agreement; (b) Subscriber shall not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their login and Account details or right to use the IT Solution to any third party; (c) information given to the Company or uploaded on the IT Solution by the Subscriber shall always be true, accurate, correct, complete and up to date, to the best knowledge of the Subscriber. Any communication sent by the Company or the Partner through the IT Solution to the Subscriber is based solely on information uploaded by the Subscriber on the IT Solution.

 

  • By the Partner: The Partner represents and warrants (a) that the Company has the necessary rights from the Subscriber to upload such information on the IT Solution; (b) that such right from the end-user shall include an explicit right for the Company to reflect and map the User Content with an account of such user as may be created by such user through the IT Solution’s web and mobile apps; (c) that for the Company to further store and use the User Content for the purposes of the Company’s business and for providing such other services in India or outside India, as may be applicable; (d) that Partner will not use the IT Solution for any unauthorized and unlawful purpose; (e) that Partner will not engage in any activity that interferes with or disrupts the IT Solution or the servers and networks which are connected to the IT Solution; (f) that Partner will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the IT Solution for any purpose whatsoever; and (g) that Partner shall comply with all laws, regulations, and ordinances applicable to the Partner and its business and relating to the use of the IT Solution under this Agreement.

 

  • By the Company: The IT Solution provided by the Company is provided “as is”, “as available” and the Company makes no express or implied representations or warranties about its subscription services and/or the IT Solution or of merchantability or fitness for a particular purpose or use or non-infringement. The Company does not authorize anyone to make a warranty on the Company’s behalf and any such statement of warranty shall not be valid under law.

 

  • Authorized Use: Authorized Users may Use the IT Solution only at the Partner’s place of business and/or Rootstock’s mobile application. Under this Agreement, the Partner is fully liable for the acts and omissions of its Authorized Users.

 

12. INDEMNITY

 

  • The Company Indemnity: The Company shall indemnify, hold harmless and, defend the Partner from and against any and all final court awarded damages that are attributable to claim by a third party indicating that the IT Solution infringes such third party intellectual property rights; provided that: (a) the Partner gives the Company prompt notice in writing of any such suit and permits the Company, through counsel of its choice, to answer the charge of infringement and defend such claim or suit; (b) the Partner provides information, assistance and authority to enable the Company to defend such suit; and (c) the Company shall not be responsible for any settlement entered into by the Partner without the Company’s prior written permission provided, however that such permission shall not be unreasonably withheld.

 

  • Duty to correct: Should any of the IT Solution become the subject of a claim of infringement of a third party intellectual property right, the Company shall, at the Company’s expense: (a) procure for the Partner the right to use the IT Solution in question; or (b) replace or modify the IT Solution to make it non-infringing, provided that substantially the same function is performed by the replacement or modified IT Solution; or (c) if the right to use cannot be procured or the IT Solution cannot be replaced or modified, the Company shall accept the return of the IT Solution and reimburse the Partner for any payments made in advance for the un-used term of the Agreement for such IT Solution. The Partner’s sole and exclusive remedy is as stated herein and to cease use of the IT Solution.

 

  • Exclusions: the Company shall have no liability set forth in Section 7 above: (a) for any claim or suit, where such claim or suit would have been avoided but for the effect on the IT Solution caused by other software or hardware by the Partner; (b) for infringement of any intellectual property or proprietary rights arising in whole or in part from changes made to any IT Solution by any party other than the Company; and (c) where the allegedly infringing activity continues after the Partner has being notified thereof or has been informed of modifications that would have avoided the alleged infringement by the Company.

 

  • Partner Indemnity: The Partner will defend, indemnify, and hold harmless the Company, its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, attorneys’ fees) arising from or related to the Partner’s (a) breach of the confidentiality obligations, breach of intellectual property provisions and breach of representation and warranties provisions herein; (b) violation of any applicable law.

 

13. LIMITATION OF LIABILITY

 

    (a) In no event shall the company be liable to the subscriber for any lost or corrupted data, downtime, lost profits, business interruption,           replacement service or other special, incidental, consequential, punitive or indirect damages, however caused and regardless of theory of liability,      including without limitation negligence and (b) in no event shall the total aggregate liability of the company, for all claims arising out of or under      this agreement, exceed the amount that the subscriber has paid or will pay to the company for the IT solution under this agreement in the twelve      (12) months preceding the most recent claim.

 

14. TERM AND TERMINATION

 

  • Term: This Agreement will remain in full force and effect for a period of one (1) year unless terminated by the parties in accordance with the provisions mentioned hereunder. This Agreement shall automatically renew for one (1) year period unless a party expresses his/her/its intention to terminate the agreement by providing sixty (60) days’ notice to the other party.

 

  • Termination for Convenience: The Partner can request for termination of his/her/its subscription of the IT Solution at any time by providing sixty (60) days’ prior written notice to the address of the Company mentioned in appropriate sections herein. During this sixty (60) day period, the Company shall investigate and ascertain the fulfilment of any ongoing subscription services or pending dues related to subscription fees or any other fees by the Partner and payments to the Partner. The Company reserves the right to terminate the association with the Partner at any time by providing thirty (30) days’ prior written notice to the Partner to the addresses mentioned in the appropriate section herein.

 

  • Termination for Cause: Each party reserves the right to terminate this Agreement if the other party breaches a material obligation under this Agreement and such breach remains uncured for a period of thirty (30) days from the date of notification by the non-breaching party.

 

  • Termination for non-initiation: The Company shall consider ‘non-initiation’, and the Agreement shall be deemed terminated, if the Partner does not publish an advisory within 60 days from the date of this Agreement. By publishing an advisory, the Partner shall make it available to the farmers over the relevant mobile applications of Rootstock. The Company solely reserves the right to extend the period of non-initiation.

 

  • Effect of termination: On termination of this Agreement due to the reasons mentioned herein, the Company reserves the right to immediately terminate the subscription of the IT Solution to the  User. Nothing contained in this Agreement shall restrict the Company’s use of the data or right to publish information made available by the Subscriber in the public domain through the subscription services or any other platform managed by the Company after the termination or expiry of this Agreement. After a 30 (thirty) day period from the date of termination of the Agreement, the Company shall then provide/share any Subscriber’s data and shall thereafter, unless legally prohibited, delete all Subscribers’ data in its systems or otherwise in its possession or under its control. In cases where the Partner terminates the agreement voluntarily, it will be the sole responsibility of the Partner to make a copy of their data before terminating the agreement. End-user data will not be available after termination of the agreement.

 

 

15. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION:

  • All matters, questions, disputes, differences or claims arising between the Parties as to the effect, interpretation or application of this Agreement or as to their rights, duties or liabilities hereunder, or as to any act, matter or thing arising out of consequent to, or in connection with this Agreement (hereinafter referred to as the “Dispute”), shall be resolved amicably through negotiations.

  • In the event that such negotiations fail to so resolve the Dispute, either Party may invoke this arbitration clause under notice to the other. The Dispute shall then be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 and such amendments or re-enactments thereof, if any.

  • The arbitration shall be conducted by a sole arbitrator, mutually appointed by the Parties. The place of arbitration shall be at Bengaluru. The proceedings of arbitration shall be conducted in the English language and in terms of the Arbitration Centre – Karnataka (Domestic and International) Rules, 2012. The arbitrator’s award shall be substantiated in writing and shall be final and binding on the Parties. The Parties hereto shall submit to the arbitrator’s award and the award shall be enforceable in any competent court of law. The Parties shall bear their own costs.

  • Any dispute, claim or controversy arising out of or relating to this Agreement, will be governed by the laws of India and the courts in Bangalore shall have exclusive jurisdiction over any disputes arising out of or in relation to this Agreement.

 

 

16. FORCE MAJEURE:

 

      Neither Party shall be responsible for any delays in performance of the obligations hereunder resulting from riots, civil commotion, terrorist                activity and acts of God, (but excluding strikes, labour problems, interruptions due to power failure which prevent or hinder the performance of        such  obligations), provided the Party affected by force Majeure gives prompt notice thereof to the other Party. The affected Party shall provide          adequate substantiation to the other Party to establish its inability to perform its obligations by reason of such force Majeure event.

 

17. Other Terms

 

  • Assignment: The Partner may not assign this Agreement or any rights herein without the prior, written consent of the Company.

 

  • Waiver: Failure or delay on the part of a party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. A waiver of default shall not operate as a waiver of any other default or of the same type of default on future occasions.

 

  • Notices: All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed to have been given by a party hereto as set forth below and shall either be (a) personally delivered; (b) sent via postage prepaid certified mail, return receipt requested; (c) sent by nationally-recognized private express courier or (d) sent via fax provided that a confirmation copy is sent via one of the other methods described herein. Notices shall be deemed to have been given on the date of receipt if personally delivered or via fax, or two (2) days after deposit via certified mail or express courier. A party may change its address for purposes hereof by written notice to the other in accordance with the provision of this section. The addresses for the parties are as follows:

 

      Company:            

      Tene Agricultural Solutions Pvt. Ltd.

      #1238, Third Floor, HIG, B Sector

      Yelahanka New Town, Bangalore 560064

 

      Partner:    

      ________________________

      ________________________

      ________________________

 

  • Severability: If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.

 

  • Independent Parties: The parties acknowledge that neither party is an agent or employee of the other party, and that neither party has any authority to bind the other party to any agreement or obligation.

 

  • Headings: Paragraph headings have been included in this Agreement merely for convenience of reference. They shall not be considered part of, or be used in interpreting, this Agreement.

 

  • Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

 

  • Survival: The provisions of Sections 2, 4, 5, 6, 7, 8, 9 and 10 shall survive expiration or termination of this Agreement for any reason.

 

  • Entire Agreement: This Agreement and the Exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all proposals, oral or written, all previous negotiations and all previous communications between the parties with respect thereto.

 

  • Additional terms: the Company reserves the right to modify this Agreement at any time without giving the Partner any prior notice.  The Partner’s use of the IT Solution following any such modification constitutes any agreement to follow and be bound by this Agreement as modified. Any additional terms and conditions, disclaimers, privacy policies and other policies applicable to general and specific areas of the IT Solution or to particular subscription services are also considered as part of this Agreement.​

EXHIBIT A

Rootstock – Web and Mobile Applications

(Salient features, Terms of use and Pricing)

 

1. Rootstock Web App

 

  • User Roles: There are four roles for the Partner – Admin, Content Expert, Marketing User and Report User. The privileges of each of the roles are as follows. (i) Admin: Manages the users of the Partner organization, assigns crops to content experts, manages agri-experts who resolve farmer queries, and can download facilitator lists. (ii) Content Expert: Handles the Package of Practices for different crops. (iii) Marketing User: Manages input sellers and seed inputs. (iv) Report Users: Have access to the dashboard.

  • User Management: The Content Experts can handle the assigned crops only. Their names, designations and introductions are captured  by the system. A user can have multiple roles in Rootstock, except for the Admin role. Except for the Content Experts, there are no limits on the number of users. The number of content experts depend on the number of such licenses released to the Partner.

  • Farm Pundits: The Admin can request agri-experts of the Partner’s own organization, or other agri-experts, and onboard them to resolve farmer queries.

  • Facilitators: The Admin can download the list of Facilitators from specific districts who are willing to promote their app among the farmers of those districts.

  • Package of Practices: The Content Experts can develop package of practices for the crops of their interest. The packages can be developed depending on the farming situations and location. The practices can include inputs and non-inputs. Practices can be explained in the form of multimedia to the farmers. Content Managers can include prescriptions to resolve specific crop health problems caused in insects, diseases and nutritional deficiencies.

  • Input sellers: The Marketing users can include the potential input sellers in specific districts who could provide the inputs recommended by the Partner in the crop packages.

  • Seed Brands: The Marketing users can include the seed varieties that are produced by the Partner. Name, images, description, and characters of each variety can be included. Also, the designated locations for each variety can be included.

  • Dashboard: The Report users shall have access to view several relevant reports regarding the prevailing field situations. The Partner is liable to make payment to the Company for accessing the dashboard.

  • The Terms of Use and Pricing have been detailed in various sections of this Agreement.

 

 

 

2. Rootstock Farm Pundit (Expert) Mobile app

  • Expert details: The Expert shall provide the details that are specified on the mobile app. This facilitates the discovery of experts by the Partners.

  • Onboarding: A Partner needs to onboard an expert for the expert to be functional. An Expert can only answer queries of the Partner who has onboarded this expert.

  • Support multiple partners: An expert can answer queries from multiple partners, each of whom has onboarded this expert.

  • Automatic queue management: The queries are automatically distributed among the experts to manage the load.

  • Query escalation: A query is first received by the ‘primary expert’. If the primary expert finds it difficult to address, the same can be escalated to a ‘panel expert’. Each query has to be responded within 3 days from receiving it. Non response is brought to the notice of the Admin of the Partner organization.

  • Text and multimedia response: Experts can respond to the farmers with text, image, audio, video and hyperlink.

  • Call feature: If required, the expert can call the farmer directly.

  • Non-disclosure: The expert shall not disclose, whatsoever, any detail, including farmer details, crop details, enquiry details, response details, etc., regarding the services provided to one Partner with any other Partner or to a third party. All the details of every single enquiry is treated as strictly confidential.

  • The Expert shall abide by the conditions that are explicitly or implicitly mentioned by Rootstock’s Partners in agreements that are drawn independently with the experts by the Partners.

  • Pricing: The Company shall not charge the experts or the Partner for enabling expert services.

 

3. Rootstock Farmer (Mobile) App

  • Subscription to Package: The farmer can subscribe to a relevant package based on location and farm situation. This is a paid subscription. The Company and its Partners shall specify a certain subscription charge, which shall be paid to the Company. These charges are non-refundable and can be revised from time to time.

  • Payment option: The farmer can directly make online payment through the UPI links, etc., or can request a facilitator or an input seller to pay on the farmer’s behalf. All payments shall be non-refundable.

  • Purchase of inputs: The farmer can purchase pre-sowing and post-sowing recommended inputs even in advance, and use the inputs in the recommended manner as and when guided by the app. The purchase can be directly from the input seller or can be mediated by a rural youth.

  • Expert connect: The farmer can raise any query to the expert team of the partner organization. The query can be sent in the form of text and multimedia.

  • Specific Packages: The practices contained in one package can be different from the practices in another packages even for the same crop species. Therefore, the practices recommended to a farmer may not be applicable to another farmer. Sharing of practices between farmers would be incorrect. The Company and its Partners shall not be liable for undesirable consequences resulting from sharing of packages between two farmers or two plots of a crop species. The farmers involved shall be responsible for the consequences arising out of sharing of packages.

 

4. Rootstock Facilitators (Rural Youths) Mobile App

  • Identification: A Facilitator becomes functional only when the person is onboarded by at least one of Rootstock’s Partners

  • Activation charges: The Facilitator shall pay a one-time, non-refundable amount of INR 1/- (One Rupees only) towards activation of the account.

  • Promotion of Packages published by different Partners: Once onboarded by a Partner, the Facilitators can promote the Packages published by any of Rootstock’s Partners

  • Subscription points: The Facilitator needs to purchase points in order to pay on behalf of the farmer. One INR paid by the Facilitator to the Company shall add one Point to the Facilitator’s account. The Company, on its own discretion, might add bonus points based on the amount paid by the Facilitator. Partners can also add points to the Facilitator’s account based on the number of packages promoted. The Facilitator can pay all the points accrued in the account towards the subscription of the packages by farmers. No point shall be retained by the Company, or its Partners, whatsoever. All additional points can be availed by the Facilitator for subscription of Packages among the farmers. The points purchased by the facilitator, or added by the Company and its Partners, cannot be returned.

  • Package Subscription: The Facilitators can support farmers in subscribing to the relevant packages. The Company shall deduct a fixed number of points from the Facilitator’s Rootstock account for each of the packages assisted by the Input Seller. The Company can change the extent of deduction from time to time.

  • Receiving Input Requests: The Facilitators can receive Input Requests from the farmers that are sent to their mobile app. These input requests can originate from any of the partners’ packages.

  • Forwarding the Input Requests: The Facilitators can forward the Input Requests collected from the farmers to the Input Sellers’ mobile app only. The input request cannot be forwarded to other facilitators. Also an input request cannot be forwarded to more than one input seller parallelly.

  • Reminders: A Facilitator shall be remined about the crop start date and unpurchased inputs of the farmers whose package subscription are paid by this Facilitator.

  • The Facilitator, by means of involving in the activities prescribed in Rootstock, is not deemed an employee of the Company or its Partners, and cannot claim the same, or any benefits, whatsoever.

  • The Facilitator can independently collect money as margins or commission from the farmers and input sellers during the usage of Rootstock. The Company and its Partners do not make any suggestions regarding the amount that they might collect. The Company and its Partners and are not liable, whatsoever, to the process of collection, or the outcomes thereof. Facilitators are not liable to pay any amount to the Company, or its Partners, outside that paid towards the purchase of Points.

 

5. Rootstock Input Seller (Mobile) App

  • Identification: An Input Seller becomes functional only when the person is onboarded by at least one of Rootstock’s Partners

  • Activation charges: The Input Seller shall pay a one-time, non-refundable amount of INR 1/- (One Rupees only) towards activation of the account.

  • Promotion of Packages published by different Partners: Once onboarded by a Partner, the Input Seller can promote the Packages published by any of Rootstock’s Partners.

  • Subscription points: The Input Seller needs to purchase points in order to pay on behalf of the farmer. One INR paid by the Input Seller to the Company shall add one Point to the Input Seller’s account. The Company, on its own discretion, might add bonus points based on the amount paid by the Input Seller. Partners can also add points to the Input Seller’s account based on the number of packages promoted. The Input Seller can pay all the points accrued in the account towards the subscription of the packages by farmers. No point shall be retained by the Company, or its Partners, whatsoever. All additional points can be availed by the Input Seller for subscription of Packages among the farmers. The points purchased by the Input Seller, or added by the Company and its Partners, cannot be returned.

  • Package Subscription: The Input Sellers can support farmers in subscribing to the relevant packages. The Company shall deduct a fixed number of points from the Input Seller’s Rootstock account for each of the packages assisted by the Input Seller. The Company can change the extent of deduction of points from time to time.

  • Receiving Input Requests: The Input Seller can receive the Input Requests from the farmers and facilitators that are sent to their mobile app. These input requests can originate from any of the partners’ packages.

  • Selling inputs: The Input Seller can read the details of each input listed in an Input Request only through the dedicated mobile app. The Input Seller shall make a sale of the inputs if available with the Input Seller. The Input Seller shall make the sale only within the scope of the specifications given in the Input Request. The Input Seller shall not make any sale of any input item as a replacement of an input item listed in the Input Request. The Input Seller shall mention the quantity against each item sold. Rootstock does not ask the Input Seller about the price at which an Input is sold.

  • Input sale charges: The Company shall deduct a fixed number of Points from the Input Seller’s Rootstock account for every input sale that has been facilitated by the Rootstock system.

  • Reminders: An Input Seller shall be remined about the crop start date and unpurchased inputs of the farmers whose package subscription are paid by this Input Seller.

  • The Input Seller, by means of involving in the activities prescribed in Rootstock, is not deemed an employee of the Company or its Partners, and cannot claim the same, or any benefits, whatsoever.

 

 

IN WITNESS WHERE OF the Parties hereto have executed this Agreement on the date and the year first hereinabove written.

 

TENE AGRICULTURAL SOLUTIONS PRIVATE LIMITED

 

                                                                                                                                   
Signature 

 

                                                                                                                                       
Name

                                                                                                                                                                               
Title                                                                                        Date

  

PARTNER

                                                                                                                                          
Signature

                                                                                                                                         
Name

                                                                                                                                                                                   
Title                                                                                        Date

 

 

WITNESS 1                                                      

 

                                                                                                                                          
Signature

                                                                                                                                         
Name

                                                                                                                                          
Date

 

 

WITNESS 2

 

                                                                                                                                          
Signature

                                                                                                                                          
Name

                                                                                                                                           
Date

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