AgButler, Inc.

AgButler Platform

Terms of Service

Please read these Terms of Service (“Terms”) carefully as they contain important information about our legal rights, remedies and obligations. By accessing or using the AgButler Platform, you agree to comply with and be bound by these Terms.

These Terms constitute a legally binding agreement (“Agreement”) between you and AgButler, Inc. (“AgButler”) governing your access to and use of the AgButler website, including any subdomains thereof, and any other websites through which AgButler makes its services available (collectively, “Site”), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application”) and all associated services (collectively, “AgButler Services”). The Site, Application and AgButler Services together are hereinafter collectively referred to as the “AgButler Platform.”

Our collection and use of personal information in connection with your access to and use of the AgButler Platform is described in our Privacy Policy.

Employers (as defined below) are solely responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Job Listings and Temporary Employment (as defined below). Employers are solely responsible for identifying and obtaining any required licenses, permits, or registrations for any Temporary Employment. Certain types of Temporary Employment may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to a Job Listing on the AgButler Platform, you should always seek legal guidance.

1. Scope of AgButler Services

1.1. The AgButler Platform is an online marketplace that enables registered users (“Laborers”) and certain third parties who offer services (Laborers and third parties who offer services are “Employer” and the services they offer is “Temporary Employment”) to publish such Temporary Employment on the AgButler Platform (“Job Listings”) and to communicate and transact directly with Laborers who are seeking to book such Temporary Employment. Job Listings may include, but are not limited to, Temporary Employment planting, cultivating and harvesting crops; maintaining and caring for livestock, and transportation of agriculture products.

1.2. As the provider of the AgButler Platform, AgButler does not own, create, sell, resell,

provide, control, manage, offer, deliver, or supply any Job Listings. Employers alone are responsible for their Job Listings and Temporary Employment. When a Laborer makes or accepts a booking, they are entering into a contract directly with an Employer. AgButler is not and does not become a party to or other participant in any contractual relationship between Laborers and Employers.

1.3. While we may help facilitate the resolution of disputes, AgButler has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Job Listings or Temporary Employment, (ii) the truth or accuracy of any Job Listing descriptions, Ratings, Reviews, or other Laborer Content (as defined below), or (iii) the performance or conduct of any Laborer or third party. You should always exercise due diligence and care when deciding whether to accept a Job Listing, participate in Temporary Employment, accept a booking request from a Laborer, or communicate and interact with other Laborers, whether online or in person.

1.4. If you choose to use the AgButler Platform as an Employer, your relationship with AgButler is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of AgButler for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of AgButler.

AgButler does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically. You acknowledge and agree that you have complete discretion whether to list Temporary Employment or otherwise engage in other business or employment activities.

1.5. To promote the AgButler Platform and to increase the exposure of Job Listings to potential Laborers, Job Listings and other Laborer Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Laborers who speak different languages, Job Listings and other Laborer Content may be translated, in whole or in part, into other languages. AgButler cannot guarantee the accuracy or quality of such translations and Laborers are responsible for reviewing and verifying the accuracy of such translations. The AgButler Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6. Due to the nature of the Internet, AgButler cannot guarantee the continuous and uninterrupted availability and accessibility of the AgButler Platform. AgButler may restrict the availability of the AgButler Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the AgButler Platform. AgButler may improve, enhance and modify the AgButler Platform and introduce new AgButler Services from time to time.

2. Eligibility, Using the AgButler Platform, Laborer Verification

2.1. In order to access and use the AgButler Platform or register an AgButler Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.

2.2. AgButler may make access to and use of the AgButler Platform, or certain areas or features of the AgButler Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Laborer’s booking and cancellation history.

2.3. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Laborer’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Laborers to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Laborers, (ii) screen Laborers against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Laborer, obtain reports from public records of criminal

convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.4. The access to or use of certain areas and features of the AgButler Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the AgButler Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the AgButler Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

2.5. If you access or download the Application from the Apple App Store, Google Pay Store or web version, you agree to all relevant license agreements and contracts through such entity. Some areas of the AgButler Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service

3. Modification of these Terms

AgButler reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the AgButler Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the

date the revised Terms become effective, your continued access to or use of the AgButler Platform will constitute acceptance of the revised Terms.

4. Account Registration

4.1. You must register an account (“AgButler Account”) to access and use certain features of the AgButler Platform, such as publishing or booking a Job Listing. If you are registering an AgButler Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2. You must provide accurate, current and complete information during the registration process and keep your AgButler Account and public AgButler Account profile page information up-to-date at all times.

4.3. You may not register more than one (1) AgButler Account unless AgButler authorizes you to do so. You may not assign or otherwise transfer your AgButler Account to another party.

4.4. You are responsible for maintaining the confidentiality and security of your AgButler Account credentials and may not disclose your credentials to any third party. You must immediately notify AgButler if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your AgButler Account. You are liable for any and all activities conducted through your AgButler Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

5. Content

5.1. AgButler may, at its sole discretion, enable Laborer to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the AgButler Platform (“Laborer Content”); and (ii) access and view Laborer Content and any content that AgButler itself makes available on or through the AgButler Platform, including proprietary AgButler content and any content licensed or authorized for use by or through AgButler from a third party (“AgButler Content” and together with Laborer Content, “Content”).

5.2. The AgButler Platform, AgButler Content, and Laborer Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the AgButler Platform and AgButler Content, including all associated intellectual property rights, are the exclusive property of AgButler and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AgButler Platform, AgButler Content or Laborer Content. All trademarks, service marks, logos, trade names, and any other source identifiers of

AgButler used on or in connection with the AgButler Platform and AgButler Content are trademarks or registered trademarks of AgButler in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the AgButler Platform, AgButler Content, and/or Content are used for identification purposes only and may be the property of their respective owners.

5.3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the AgButler Platform or Content, except to the extent you are the legal owner of certain Laborer Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AgButler or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4. Subject to your compliance with these Terms, AgButler grants you a limited, nonexclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Content made available on or through the AgButler Platform and accessible to you, solely for your personal and non-commercial use.

5.5. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Laborer Content on or through the AgButler Platform, you grant to AgButler a nonexclusive,  worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Laborer Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Laborer Content to provide and/or promote the AgButler Platform, in any media or platform. Insofar as Laborer Content (including Verified Images) includes personal information, such Laborer Content will

only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, AgButler does not claim any ownership rights in any Laborer Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Laborer Content.

5.6. You are solely responsible for all Laborer Content that you make available on or through the AgButler Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Laborer Content that you make available on or through the AgButler Platform or you have all rights, licenses, consents and releases that are necessary to grant to AgButler the rights in and to such Laborer Content, as contemplated under these Terms; and (ii) neither the Laborer Content nor your posting, uploading, publication, submission or transmittal of the Laborer Content or AgButler’s use of the Laborer Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other

proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.7. You will not post, upload, publish, submit or transmit any Laborer Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any AgButler policy. AgButler may, without prior notice, remove or disable access to any Laborer Content that AgButler finds to be in violation of applicable law, these Terms or AgButler’s then-current Policies, or otherwise may be harmful or objectionable to AgButler, its Laborers, third parties, or property.

6. Service Fees

6.1. You are responsible for paying any Service Fees that you owe to AgButler. The applicable

Service Fees (including any applicable Taxes) are collected by AgButler.

7. Terms specific for Employers

7.1. When creating a Job Listing through the AgButler Platform you must (i) provide complete and accurate information about your Employer Service (such as Job Listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that apply (such as any minimum age, proficiency or fitness requirements, license requirements, etc.) and (iii) provide any other pertinent information requested by AgButler. You are responsible for keeping your Job Listing information up-to-date at all times.

7.2. You are solely responsible for setting a price for your Job Listing (“Job Listing Fee”). Once a Laborer requests a booking of your Job Listing, you may not lower the Job Listing Fee. Employer agrees to promptly pay to the Laborer the full agreed-upon Job Listing Fee upon completion of the work set forth in the Job Listing. Such payment shall be made within twenty-four (24) following completion of the job unless otherwise agreed to in writing by Employer and Laborer.

7.3. Any terms and conditions included in your Job Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Job Listing.

7.4. When you accept a job listing request by a Laborer, you are entering into a legally binding agreement with the Laborer and are required to provide your Employer Service(s) to the Laborer as described in your Job Listing when the job listing request is made. You also agree to pay any applicable Employer Fee and any applicable Taxes.

7.5. AgButler recommends that Employers obtain appropriate insurance for their Employer Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Laborers (and the individuals the Laborer has booked for, if applicable) while providing labor in relation to livestock, crops, operating machinery, operating a vehicle requiring a CDL, etc.

7.6. You are solely responsible for full compliance with any and all rules and regulations created under the Occupational Safety and Health Act (OSHA) regarding protective workplace safety and health standards. AgButler expressly disclaims any liability stemming from an Employer’s violations and non-compliance of OSHA standards, rules and regulations.

7.7. You are solely responsible for full compliance with any and all rules and regulations created under the Immigration and Nationality Act (INA), Immigration Reform and Control Act (IRCA) regarding employment verification (H-2A, I-9, E-Verify, etc.) for nonimmigrant agricultural laborers performing agricultural labor or services. AgButler expressly disclaims any liability stemming from an Employer’s violations and noncompliance of United States Department of Labor and any state’s Department of

Labor standards, rules and regulations.

7.8. You are solely responsible for full compliance with any and all rules and regulations created under Department of Transportation and any other federal or state act or regulation regarding licensing and training requirements for operation of agricultural equipment for the purposes of hauling agriculture commodities and livestock. AgButler expressly disclaims any liability stemming from an Employer’s violations and non-compliance of United States Department of Transportation and any state’s Department of Transportation standards, rules and regulations.

7.9. You are solely responsible for full compliance with any and all federal and state rules and regulations created regarding pesticide and fertilizer application. You are solely responsible for ensuring Laborer is fully tested, certified and compliant to apply pesticides in each state the Laborer is working. AgButler expressly disclaims any liability stemming from an Employer’s violations and non-compliance of federal and state standards, rules and regulations.

7.10. You are solely responsible for full compliance with any and all rules and regulations created under the federal Animal Welfare Act (AWA), guidelines and standards from the Animal and Plant Health Inspection Service (APHIS) and state laws regarding the treatment of animals used in livestock production and transport. AgButler expressly disclaims any liability stemming from an Employer’s violations and non-compliance of United States Department of Agriculture and any state’s Department of Agriculture standards, rules and regulations.

7.11. You are solely responsible for full compliance with any and all rules and regulations created under any federal or state governmental agency regarding all licensing, certification, training, auditing, or other compliance protocol. AgButler expressly disclaims any liability stemming from an Employer’s violations and non-compliance of federal or state standards, rules and regulations.

7.12. You represent and warrant that any Job Listing you post and the booking of a job opportunity will (i) not breach any agreements you have entered into with any third parties and (ii) comply with all applicable laws (such as employment laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As an Employer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work for you at your request, excluding the Laborer.

8. Terms specific for Laborers

8.1. Subject to meeting any requirements (such as completing any verification processes) set by AgButler and/or the Employer, you can book a Job Listing available on the AgButler Platform by following the respective booking process.

8.2. Upon receipt of a booking confirmation from AgButler, a legally binding agreement is formed between you and your Employer, subject to any additional terms and conditions of the Employer that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Job Listing. Employer will make full payment to the Laborer following successful completion of the job. Such payment shall be made within twenty-four (24) following completion of the job unless otherwise agreed to in writing by Employer and Laborer.

8.3. You should carefully review the description of any Job Listing you intend to accept to ensure you meet any minimum age, proficiency, fitness, licensing or other requirements which the Employer has specified in their Job Listing. At your sole discretion you may want to inform the Employer of any medical or physical conditions, or other circumstances that may impact your and any additional Laborer’s ability to participate in any job. In addition, certain laws, like the licensing requirements and citizenship requirements, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in an employment opportunity.

8.4. Before and during a job, you must at all times adhere to the Employers’ instructions.

8.5. You may not bring any additional individuals to a job without express permission from the Employer.

9. Modifications, Cancellations and Refunds

9.1. Employers and Laborers are responsible for any modifications to a booking that they make

via the AgButler Platform (“Booking Modifications”).

9.2. Employer can cancel a confirmed booking at any time pursuant to the Job Listing’s cancellation policy set by the Employer and/or AgButler. Upon such cancellation, Employer shall only be required to pay Laborer for work done prior to such cancellation.

9.3. If a Laborer cancels a confirmed booking, the Employer will receive a full refund of the fees paid by the Employer to AgButler for such booking.

9.4. If weather poses a safety risk to Laborers, or if it prevents a Laborer from carrying out a job that takes place primarily outdoors, Employers may cancel the job. Employers may also cancel the job if other conditions exist that would prevent the Employer from offering the job safely. Upon such cancellation, Employer shall pay Laborer for all work completed prior to such cancellation.

9.5. In certain circumstances, AgButler may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed booking and initiate corresponding refunds and payouts. This may be for extenuating circumstances as determined by AgButler or (i) where AgButler believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to AgButler, other Parties, third parties or property, or (ii) for any of the reasons set out in these Terms.

10. Damage to Employer’s Property, Disputes between Parties

10.1. As a Laborer, you are responsible for leaving the job (including any personal or other property located at the job) in the condition it was in when you arrived. You are responsible for your own acts and omissions.

10.2. If an Employer claims and provides evidence that you as a Laborer have damaged an any personal or other property at a Job (“Damage Claim”), the Employer can seek payment from you through AgButler and/or directly from Laborer. If an Employer escalates a Damage Claim to AgButler, you will be given an opportunity to respond. If you agree to pay the Employer, or AgButler determines in its sole discretion that you are responsible for the Damage Claim, AgButler will, after the end of the job, collect any such sums from you required to cover the Damage Claim. AgButler also reserves the right to otherwise collect payment from you and pursue any remedies available to AgButler in this regard in

situations in which you are responsible for a Damage Claim.

10.3. Parties agree to cooperate with and assist AgButler in good faith, and to provide AgButler with such information and take such actions as may be reasonably requested by AgButler, in connection with any Damage Claims or other complaints or claims made by Parties. A Party shall, upon AgButler’s reasonable request and at no cost to the Party, participate in mediation or a similar resolution process with another Party, which process will be conducted by AgButler or a third party selected by AgButler or its insurer, with respect to losses for which a Party is requesting payment from AgButler.

10.4. If you are a Laborer, you understand and agree that AgButler may make a claim under your insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other property of the Employer. You agree to cooperate with and assist AgButler in good faith, and to provide AgButler with such information as may be reasonably requested by AgButler.

11. Taxes

11.1. As an Employer you are solely responsible for determining your obligations to report, any applicable employment or income taxes (“Taxes”).

11.2. Tax regulations may require us to collect appropriate Tax information from Employers,

or to withhold Taxes from payouts to Employers, or both. If an Employer fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.

12. Prohibited Activities

12.1. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the AgButler Platform. In connection with your use of the AgButler Platform, you will not and will not assist or enable others to:

• Breach or circumvent any applicable laws or regulations, agreements with thirdparties, third-party rights, or our Terms, Policies or Standards
• Use the AgButler Platform or Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies AgButler endorsement, partnership or otherwise misleads others as to your affiliation with AgButler
• Copy, store or otherwise access or use any information, including personally identifiable information about any other Party, contained on the AgButler Platform in any way that is inconsistent with AgButler’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Parties or third parties
• Use the AgButler Platform in connection with the distribution of unsolicited commercial messages (“spam”)
• Contact another Party for any purpose other than asking a question related to your own Job Listing, without our prior written approval
• Use the AgButler Platform to request, make or accept a job listing independent of the AgButler Platform, to circumvent any Service Fees or for any other reason
• Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior.
• Use, display, mirror or frame the AgButler Platform or Content, or any individual element within the AgButler Platform, AgButler’s name, any AgButler trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the AgButler Platform, without AgButler’s express written consent
• Dilute, tarnish or otherwise harm the AgButler brand in any way, including through unauthorized use of Content, registering and/or using AgButler or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to AgButler domains, trademarks, taglines, promotional campaigns or Content
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by AgButler or any of AgButler’s providers or any other third party to protect the AgButler Platform
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the AgButler Platform
• Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the AgButler Platform
• Violate or infringe anyone else’s rights or otherwise cause harm to anyone

12.2. You acknowledge that AgButler has no obligation to monitor the access to or use of the AgButler Platform by any Party or to review, disable access to, or edit any Party Content, but has the right to do so to (i) operate, secure and improve the AgButler Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Party compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Party Content that it

determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Parties agree to cooperate with and assist AgButler in good faith, and to provide AgButler with such information and take such actions as may be reasonably requested by AgButler with respect to any investigation undertaken by AgButler or a representative of AgButler regarding the use or abuse of the AgButler Platform.

12.3. If you feel that any Party you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to AgButler by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

13. Term and Termination, Suspension and other Measures

13.1. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or AgButler terminate the Agreement in accordance with this provision.

13.2. You may terminate this Agreement at any time by sending us an email. If you cancel your AgButler Account as an Employer, any confirmed booking(s) will be automatically cancelled. If you cancel your AgButler Account as a Laborer, any confirmed booking(s) will be automatically cancelled.

13.3. Without limiting our rights specified below, AgButler may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.

13.4. AgButler may immediately, without notice, terminate this Agreement and/or stop providing access to the AgButler Platform if (i) you have materially breached your obligations under these Terms, the Privacy Policy, or our policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) AgButler believes in good faith that such action is reasonably necessary to protect the personal safety or property of AgButler, its Parties, or third parties (for example in the case of fraudulent behavior of a Party).

13.5. In addition, AgButler may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, our policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the AgButler Account registration, Job Listing process or thereafter, (iv) you and/or your Job Listings at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or AgButler otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) AgButler believes in good faith that such action is reasonably necessary to protect the personal safety or property of AgButler, its Parties, or third parties, or to prevent fraud or other illegal activity:

• Refuse to surface, delete or delay any Job Listings, Ratings, Reviews, or other Party

Content;

• Cancel any pending or confirmed bookings;
• Limit your access to or use of the AgButler Platform;
• Temporarily or in case of severe or repeated offenses permanently suspend your

AgButler Account and stop providing access to the AgButler Platform. In case of non-material breaches and where appropriate, you will be given notice of any intended measure by AgButler and an opportunity to resolve the issue to AgButler’s reasonable satisfaction.

13.6. If we take any of the measures described above (i) we may refund your Employer in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

13.7. When this Agreement has been terminated, you are not entitled to a restoration of your AgButler Account or any of your Party Content. If your access to or use of the AgButler Platform has been limited or your AgButler Account has been suspended or this Agreement has been terminated by us, you may not register a new AgButler Account or access and use the AgButler Platform through an AgButler Account of another Party.

14. Disclaimers

If you choose to use the AgButler Platform, you do so voluntarily and at your sole risk. The AgButler Platform and Content is provided “as is”, without warranty of any kind, either express or implied. You agree that you have had whatever opportunity you deem necessary to investigate the AgButler Services, laws, rules, or regulations that may be applicable to your Job Listings you are receiving and that you are not relying upon any statement of law or fact made by AgButler relating to a Job Listing. If we choose to conduct identity verification or background checks on any Party, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Party or guarantee that a Party will not engage in misconduct in the future. You agree that some Job Listings may carry inherent risk, and by participating in such jobs, you choose to assume those risks voluntarily. For example, Job Listings may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Job Listings. You assume full responsibility for the choices you make before, during and after your participation in

a Job Listing. To the maximum extent permitted by law, you agree to release and hold harmless AgButler from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Employer Service or in any way related to your Employer Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

15. Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the AgButler Platform and Content, your publishing or booking of any Job Listing via the AgButler Platform, your participation in any Job Listing, or any other interaction you have with other Parties whether in person or online remains with you. Neither AgButler nor any other party involved in creating, producing, or delivering the AgButler Platform or Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the AgButler Platform or Content, (iii) from any communications,  interactions or meetings with other Parties or other persons with whom you communicate, interact or meet with as a result of your use of the AgButler Platform, or (iv) from your publishing or booking of a Job Listing, including the provision or use of a Job Listing’s Employer Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not AgButler has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

Except for our obligations to pay amounts to applicable Employers pursuant to these Terms, in no event will AgButler’s aggregate liability arising out of or in connection with these Terms and your use of the AgButler Platform including, but not limited to, from your publishing or booking of any Job Listings via the AgButler Platform, or from the use of or inability to use the AgButler Platform or Content and in connection with any Job Listing, or interactions with any other Parties, exceed the amounts you have paid or owe for bookings via the AgButler Platform as an Employer in the twelve (12) month period prior to the event giving rise to the liability, or if you are an Employer, the amounts paid by AgButler to you in the twelve (12) month period prior to the event giving rise to the liability, or One Hundred Dollars ($100.00), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between AgButler and you. Some

jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at AgButler’s option), indemnify, and hold AgButler and its affiliates and subsidiaries, including but not limited to, AgButler, and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the AgButler Platform or any AgButler Services, (iii) your interaction with any Party at the Job including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) your breach of any laws, regulations or third party rights.

17. Dispute Resolution and Arbitration Agreement

17.1. This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against AgButler in the United States (to the extent not in conflict with Section 20).

17.2. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and AgButler each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact AgButler’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at http://www.adr.org) provided to the other party, as specified in the

AAA Rules.

17.3. Agreement to Arbitrate. You and AgButler mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the AgButler Platform, the Employer Services, the Group Payment Service, Stripe or the Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and AgButler agree that the arbitrator will decide that issue.

17.4. Exceptions to Arbitration Agreement. You and AgButler each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

17.5. Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here.

17.6. Modification to AAA Rules – Arbitration Hearing/Location. You and AgButler agree that any required arbitration hearing may be conducted, at your option, (a) in Cooper County, Missouri; (b) in any other location to which you and AgButler both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

17.7. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

17.8. Jury Trial Waiver. You and AgButler acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

17.9. No Class Actions or Representative Proceedings. You and AgButler acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class Party in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and AgButler both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and AgButler agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

17.10. Severability. Except as provided in the preceding Section, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

17.11.Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if AgButler changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of AgButler’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and AgButler (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and AgButler.

17.12. Survival. The terms of this Section will survive any termination of these Terms and will continue to apply even if you stop using the AgButler Platform or terminate your AgButler Account.

18. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the AgButler Platform (“Feedback”). You may submit Feedback by emailing us. Any Feedback you submit to us will be considered non-confidential and nonproprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

19. Applicable Law and Jurisdiction

If your country of residence or establishment is the United States, these Terms will be interpreted in accordance with the laws of the State of Missouri and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 17 must be brought in state or federal court in Cooper County, Missouri, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Cooper County, Missouri.

20. General Provisions

20.1. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between AgButler and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between AgButler and you in relation to the access to and use of the AgButler Platform.

20.2. No joint venture, partnership, employment, or agency relationship exists between you and AgButler as a result of this Agreement or your use of the AgButler Platform.

20.3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

20.4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

20.5. AgButler’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

20.6. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without AgButler’s prior written consent. AgButler may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

20.7. Unless specified otherwise, any notices or other communications to Parties permitted or required under this Agreement, will be provided electronically and given by  AgButler via email, AgButler Platform notification, or messaging service (including SMS and WeChat).

20.8. If you have any questions about these Terms, can contact us via email at experience@agbutlerapp.org or via phone at 417-812-6080