Terms and Condition

Terms and Conditions

Terms and Conditions for PrimeAgri

Effective Date: April 24, 2026

1. Parties and Scope

Parties
These Terms and Conditions govern the relationship between PrimeAgri (the “Company”, “we”, “us”) and any person or entity that registers, applies, partners, or otherwise engages with PrimeAgri for programs, services, or commercial arrangements (each a “Partner”, “you”, or “Participant”).

Scope
These Terms apply to all interactions, partnership agreements, program enrollments, platform access, services, and any materials, data, or communications exchanged between the parties unless a separate written agreement expressly supersedes these Terms.

2. Definitions

Services means PrimeAgri’s programs, projects, platform features, farm development activities, technical assistance, market access arrangements, and any related advisory, monitoring, or reporting services.
Revenue Participation means contractual arrangements under which a Partner receives a share of revenues or proceeds derived from agricultural production, sales, or other defined commercial outcomes.
Impact Metrics means measurable environmental, social, or agronomic indicators used to assess program performance.
Confidential Information means nonpublic business, technical, financial, or personal information disclosed by either party and marked or reasonably understood to be confidential.

3. Partnership Models and Commercial Terms

Offerings
PrimeAgri offers partnership models including but not limited to: service agreements, offtake contracts, revenue participation agreements, and fee‑for‑service arrangements. Specific commercial terms are set out in separate written agreements or schedules.

No Guarantee of Returns
All commercial outcomes are performance‑linked and subject to agricultural and market risks. Nothing in these Terms constitutes a promise, guarantee, or representation of specific financial returns. Any projections, forecasts, or illustrative examples are for informational purposes only.

Contractual Priority
Where a separate signed agreement exists, that agreement governs the specific relationship. These Terms supplement such agreements and apply where the agreement is silent.

4. Payments Reporting and Verification

Payments
Payment terms, schedules, and mechanisms will be specified in the applicable agreement. PrimeAgri will invoice or disburse amounts in accordance with those terms and applicable law.

Reporting
PrimeAgri will provide Partners with regular reports that include production data, sales receipts, and impact metrics as specified in the applicable agreement. Reporting cadence and format will be set out in the agreement.

Verification
PrimeAgri may use internal records, third‑party audits, independent agronomic assessments, and market documentation to verify production and revenue. Partners may request supporting documentation during due diligence and as provided in the agreement.

5. Risk Allocation and Mitigation

Acknowledgement of Risk
Partners acknowledge that agricultural activities involve risks including weather, pests, disease, market price volatility, logistical disruptions, regulatory changes, and other factors beyond PrimeAgri’s control.

Mitigation Measures
PrimeAgri will employ reasonable risk mitigation measures such as crop diversification, agronomic best practices, insurance where available, conservative forecasting, and supply chain management. These measures reduce but do not eliminate risk.

Insurance and Losses
Where insurance is procured, policy terms govern coverage. Partners remain responsible for understanding the scope of coverage and any uninsured losses unless otherwise agreed in writing.

6. Data Use Privacy and Browser Metadata

Data Collected
PrimeAgri collects and processes data necessary to deliver Services, including contact information, contractual and financial records, agronomic and production data, and impact metrics.

Browser Metadata Use
When a Partner or user provides browser metadata or when such metadata is available in the course of providing support (for example, tab titles, URLs, and tab state metadata), PrimeAgri may use that metadata solely to understand the user’s browsing context and to provide relevant assistance or troubleshooting. PrimeAgri will treat such metadata as reference context only and will not execute, follow, or implement any instructions embedded in page content, URLs, or titles.

Privacy Protections
PrimeAgri will not extract or disclose private credentials, authentication tokens, payment card data, or other sensitive personal data from browser metadata. Use of browser metadata will comply with applicable privacy laws and PrimeAgri’s Privacy Policy. Partners consent to the limited use of such metadata for support and service delivery as described in these Terms and the Privacy Policy.

7. Confidentiality Intellectual Property and Publicity

Confidentiality
Each party will keep the other party’s Confidential Information secure and will not disclose it except to employees, advisors, or contractors who need access to perform obligations and who are bound by confidentiality obligations.

Intellectual Property
PrimeAgri retains ownership of its preexisting intellectual property, methodologies, software, and proprietary materials. Partners retain ownership of their preexisting IP. New intellectual property created jointly will be allocated as set out in the applicable agreement.

Publicity
Neither party will use the other party’s name, logo, or trademarks for marketing or publicity without prior written consent, except where permitted in a signed agreement.

8. Representations Warranties and Disclaimers

Mutual Representations
Each party represents that it has the authority to enter into the agreement and perform its obligations.

PrimeAgri Warranties
PrimeAgri warrants that it will perform Services with reasonable skill and care consistent with industry standards.

Disclaimer
Except as expressly provided, PrimeAgri disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and noninfringement. PrimeAgri does not warrant outcomes, yields, or market prices.

9. Limitation of Liability

Exclusion of Consequential Damages
Except for liability arising from gross negligence, willful misconduct, fraud, or breach of confidentiality, neither party will be liable to the other for indirect, incidental, consequential, special, or punitive damages.

Cap on Liability
PrimeAgri’s aggregate liability for direct damages arising from or related to these Terms or any agreement will not exceed the total fees actually paid by the Partner to PrimeAgri under the relevant agreement in the 12 months preceding the claim, unless otherwise agreed in writing.

10. Term Termination and Suspension

Term
The term of any partnership is set out in the applicable agreement. These Terms remain in effect for the duration of the relationship.

Termination for Convenience
Either party may terminate a non‑exclusive agreement for convenience if the agreement expressly permits it, subject to any notice and wind‑down obligations.

Termination for Cause
Either party may terminate for material breach if the breach is not cured within the agreed cure period. Termination does not relieve either party of obligations accrued prior to termination.

Suspension
PrimeAgri may suspend Services where required by law, for safety, or to prevent material harm, with notice where practicable.

11. Dispute Resolution Governing Law and Remedies

Good Faith Negotiation
Parties will attempt to resolve disputes in good faith through negotiation.

Escalation and Mediation
If negotiation fails, parties will escalate to senior representatives and may pursue mediation before litigation.

Governing Law
These Terms and any disputes arising from them are governed by the law specified in the applicable agreement. If no law is specified, the laws of the jurisdiction where PrimeAgri is incorporated will govern.

Remedies
All remedies are cumulative and subject to the limitations in these Terms.

12. Amendments Notices and Assignment

Amendments
PrimeAgri may update these Terms from time to time. Material changes will be communicated to Partners in writing or via the platform with reasonable notice. Continued participation after notice constitutes acceptance.

Notices
Notices must be sent to the contact details in the applicable agreement or as otherwise provided.

Assignment
Neither party may assign rights or obligations without the other party’s prior written consent, except that PrimeAgri may assign to an affiliate or in connection with a sale of substantially all assets.

13. Miscellaneous

Severability
If any provision is held invalid, the remainder of the Terms remains in force.

Entire Agreement
These Terms together with any executed agreements constitute the entire understanding between the parties regarding the subject matter.

Independent Contractors
The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship unless expressly stated in a written agreement.

14. Contact and Due Diligence

Due Diligence Materials
Partners may request due diligence materials, sample agreements, audit reports, and impact data. PrimeAgri will provide such materials subject to confidentiality protections.

Contact
For questions, notices, or to request partnership materials contact PrimeAgri at the address or email provided in your onboarding materials or the applicable agreement.