Terms & Conditions

Last updated: June 16, 2022

These Pollination Terms and Conditions (the "Terms") apply to, and govern, the executed ordering document to which they are attached or otherwise incorporated by reference (the "Order"). These Terms and the Order are collectively referred to as this "Agreement". To the extent of any conflict or inconsistency between these Terms and the Order, the latter shall prevail.

The Agreement constitutes a binding agreement between BeeWise US Inc. (or the other BeeWise entity specified in the Order, if applicable) ("BeeWise") and the customer specified in the Order ("Customer"). BeeWise and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party".

1. POLLINATION SERVICES

BeeWise and/or its corporate affiliates ("Affiliates") will provide the pollination services, for the benefit of the Customer described in the Order (the "Pollination Services"), at the applicable geographic location(s) (each, a "Location"). Unless specified otherwise in the Order: (A) the Pollination Services will be provided using any means deemed suitable by BeeWise, such as BeeWise's BeeHome™ hardware and related software (the "Device"), as well as traditional hives; and (B) advanced features (determined by BeeWise) of the Device are not included as part of the Pollination Services.

Customer shall indemnify, defend, and hold harmless BeeWise and its Affiliates and personnel (each, an "Indemnitee") from and against any and all claims or allegations (including those made by Customer personnel), losses, damages, suits, fees, fines, penalties, judgments, costs and expenses (collectively referred to as "Claims"), including reasonable attorneys’ fees, costs, and other expenses incurred in responding to such Claims, that the Indemnitee may suffer or incur related to or arising out of or in connection with: (a) any breach under this Agreement by Customer; and/or (b) any misuse of the BeeWise’s Devices or hives.

BeeWise devices are only leased (and not sold) pursuant to this Agreement (and for the duration of the Pollination Services), and title to the Devices remain with BeeWise (and/or its suppliers, if applicable) at all times.

Inspection can occur by the Customer. A nighttime inspection can occur with noninvasive infrared inspection. Customer must give seventy-two (72) hours prior notice of the inspection to Beewise and minimum (72) hours after hives placement. Result of the inspection will be determined per field and not the entire agreement.

Customer agrees to reimburse BeeWise for any hives damaged, stolen etc. on their property due to their negligent acts. The declared value of a single hive will be Two Hundred and Twenty US Dollars ($220.00).

Additionally, customer will refrain from applying materials that are hazardous (or otherwise known to be hazardous) to bees (such as agricultural chemicals, pesticides, and/or fungicides) to, or near, the Device or the Location in general, and shall in any event inform BeeWise immediately in the event such materials are applied to the crop during the Term of the Agreement.

2. PAYMENT

In consideration for the Pollination Services, Customer agrees to pay BeeWise the fees and other charges specified in the Order (the "Service Fees"). BeeWise shall be entitled to invoice the Service Fees in accordance with the Order. Unless specified otherwise in the Order, Customer shall pay each invoice within thirty (30) days from the invoice date. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon BeeWise's net income.

3. OWNERSHIP

BeeWise (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of, and is hereby assigned, all right, title and interest (including without limitation all intellectual property rights) in and to the following (collectively, "BeeWise IP"): (a) the Pollination Services; (b) the Device; (c) other information, materials, and data disclosed by or on behalf of BeeWise hereunder; (d) any feedback, suggestions, or ideas for or about the Device and/or the Pollination Services (collectively, "Feedback"); (e) any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation of the Device and/or the provision of the Pollination Services; and (f) any improvements, derivative works, and/or modifications of/to any of the foregoing, regardless of inventorship or authorship. Moreover, and except as expressly permitted otherwise herein, Customer shall: (A) safeguard all BeeWise IP, using at least a reasonable degree of care; and (B) refrain from disclosing any BeeWise IP to any third party. Any BeeWise information, material, and/or data disclosed to Customer hereunder, may be used by Customer for the sole purpose of Customer performing its obligations under this Agreement. Any rights not expressly granted to Customer in this Agreement, are hereby reserved by BeeWise and its licensors and suppliers.

4. DISCLAIMER

THE POLLINATION SERVICES, THE DEVICE, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF BEEWISE HEREUNDER (COLLECTIVELY, THE "BEEWISE MATERIALS") ARE PROVIDED AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY BEEWISE AND ITS SUPPLIERS AND LICENSORS.

5. LIMITATION OF LIABILITY

5.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY AND/OR A BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (a) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE LOSSES OR DAMAGES; (b) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (c) ANY LOSS OF, OR DAMAGE TO, AGRICULTURE, LIVESTOCK, REPUTATION, OR GOODWILL; AND/OR (d) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

5.2 THE COMBINED AGGREGATE LIABILITY OF BEEWISE AND ALL BEEWISE AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF LEASE FEES ACTUALLY PAID BY CUSTOMER TO BEEWISE UNDER THIS AGREEMENT IN THE SIX(6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.

5.3 THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE.

6. TERM AND TERMINATION

This Agreement commences on the date the Order is executed, unless the Order itself specifies a different Service Start Date or Effective Date (the "Effective Date") and, unless terminated in accordance herewith, shall continue for the duration specified in the Order (the "Term"). BeeWise shall be entitled to terminate this Agreement in the event of a breach hereunder by Customer.

Upon termination of this Agreement: (a) BeeWise in its sole discretion reserves the right to immediately cease to provide the Pollination Services; and (b) Customer shall pay any outstanding Fees and other charges that accrued as of termination, which shall become immediately due and payable, and, if necessary BeeWise shall issue a final invoice therefor. Sections ‎‎3 (Ownership) through ‎‎‎7 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation, or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

7. MISCELLANEOUS

7.1 Entire Agreement. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. There are no third-party beneficiaries of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect.

7.2 Amendment. BeeWise reserves the right to unilaterally amend these Terms at any time by posting the modified version at https://www.beewise.ag/pollination-terms. In such cases, BeeWise will provide notice to Customer via email, or through other similar mechanisms. The modified Terms shall become effective and binding upon the Parties as follows: (a) for changes to the Pricing or payment terms, thirty (30) days after such notification (unless the notification specifies a later date); and (b) for all other changes, upon such notification (unless the notification specifies a later date).

7.3 Assignment. This Agreement may not be assigned, in whole or in part, by Customer without the prior express written consent of BeeWise. BeeWise may assign this Agreement (in whole or in part) without restriction or obligation.

7.4 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (if the BeeWise entity is BeeWise US, Inc.) or the State of Israel (if the BeeWise entity is not BeeWise US, Inc.). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts located in Delaware (if the BeeWise entity is BeeWise US, Inc.) or Tel Aviv, Israel (if the BeeWise entity is not BeeWise US, Inc.). Equitable relief may be sought in any court of competent jurisdiction.

7.5 Publicity. Customer agrees that BeeWise may use Customer’s name and logo on BeeWise's website and in its promotional materials to state that Customer is a customer of BeeWise.

7.6 Waiver and Remedies. Waivers hereunder must be set forth in signed writing. Failure to enforce or exercise any obligation or right shall not be deemed a waiver thereof.

7.7 Relationship. The relationship of the Parties is solely that of independent contractors, neither Party nor its employees are the servants, agents, or employees of the other, and no exclusivities arise out of this Agreement. Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between the Parties.

7.8 Force Majeure. BeeWise shall not have any liability, or otherwise be deemed in breach, for any performance (excluding payment obligations) under this Agreement that is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below). BeeWise shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of this Agreement, an event of "Force Majeure" shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, or failure of (or delay in) delivery by BeeWise’s suppliers or carriers; (c) invasion, war (declared or undeclared), terrorism, riot, insurrection, or civil commotion; (d) an act of governmental or quasi-governmental authorities; (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of BeeWise.

7.9 Notices. Except as may be specified otherwise in this Agreement, all notices, consents, or other communications provided for in connection with this Agreement shall be in writing, addressed per the details in the Order.

7.10 Expense. Each Party shall pay its own costs and expenses incurred in connection with this Agreement, including without limitation in obtaining any insurance.

7.11 Customer Responsibilities and Resources. The customer shall be responsible for obtaining (and maintaining) all permits and other rights to enable the Device to be deployed, and the Pollination Services to be performed, at the Location.

7.12 Advice. BeeWise shall have no obligation or liability for any technical or scientific advice furnished to Customer, including without limitation advice with respect to pollination or agriculture, all such advice being given and accepted at Customer's risk.

CONTACT US

If you have any questions about these Terms, please contact us.