Terms and Conditions

IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY SIGNING THE ORDER FORM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS AND THAT YOUR ACCESS AND/OR USE OF THE PLATFORM AND THE SERVICES WILL BE GOVERNED BY THESE TERMS AND CONDITIONS

This Agreement

Between

• Lima Labs a private limited liability company duly incorporated under the laws of Kenya of, Nairobi Kenya (hereinafter called "CropVision").

And

• The Customer, (hereinafter called "you" or the "User").

(each is also referred to as "a Party" and together as "the Parties").

This Agreement is effective as of the date you accept to be bound by it when signing up for an account with CropVision (the "Effective Date"). If you are agree to the terms and conditions of this Agreement as the User, you represent and warrant that: (i) you have full legal authority to bind the User to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of the User, to adhere to and be bound by this Agreement. If you do not have the legal authority to bind the User, please do not agree to the terms and conditions of this Agreement. This Agreement governs the User's access to and use of the Service.

Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Acceptable Use Policy" or "AUP" has the meaning given to it in Section 3.9 below.
• "Account" means the User's account with the Platform.
• "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
• "Crop Monitoring" means the monitoring of crops using the CropVision Solution.
• "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information, including any information handed over to such party in accordance with this Agreement. It does not include information that is independently developed by CropVision, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
• "Data Management and Visualization" means the service features provided by CropVision through the Platform.
• "Data Privacy Statement" means the statement available on CropVision's website setting out the terms on which CropVision processes Personal Data.
• "Documentation" means all information provided to the User by CropVision in the Platform from time to time in relation to the provision of the Services and includes the Service Agreement, TSS Form and Personal Data Privacy Statement.
• "Dataset" means a set of data in any format in the scope of the Services.
• "Equipment" means all fixtures, equipment, and other tangible assets including, but not limited to, cameras, sensors and drones, used or intended for use in or in connection with, or installed at the premises of the User by CropVision or its sub-contractors, for the provision of the Services, all of which are owned by CropVision or its sub-contractors.
• "End Users" means the individuals or entities that the User permits to use the Services.
• "Fee Accrual Period" means a calendar month or another period specified by CropVision in the Platform.
• "Fees" means the applicable fees for the Services and any applicable TSS Fees but excluding all Taxes as set out in the Service Agreement and TSS Form (as the case may be).
• "High Risk Activities" means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage (including but not limited to operation near nuclear facilities, air traffic control, life support systems, or weaponry).
• "Initial Training Period" means the training period provided by CropVision being 90 days before the Services are accessible via the Platform.
• "Intellectual Property" means any, know-how (not in the public domain), invention (whether patented or not), Brand Features or copyright material (whether or not registered), processes, process methodology (whether patented or not), rights associated with goodwill and reputation under which a party may market or operate its business from time to time, and all other identical or similar intellectual property as may exist anywhere in the world which is not in the public domain whether or not registered, (together with all rights, interests or licences in or to any of those rights) and any applications for registration of such intellectual property.
• "Intellectual Property Rights" means, rights in relation to any Intellectual Property in the Platform, the Services, the CropVision Solution, Crop Monitoring, Data Management and Visualization and the Models, and all and any: (i) proprietary rights thereto; or (ii) any other right, title, authority or entitlement owned, held by or that belong to CropVision in respect thereof, whether under license or otherwise.
• "Legal Process" means a data disclosure request made that requires mandatory compliance under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
• "CropVision Solution" means CropVision's proprietary system and method provided through the Platform to collect and analyse data for Crop Monitoring.
• "Models" means machine learning, image recognition models including user manuals, source code and other materials sufficient for maintaining and modifying the software of the Platform, all of which are owned by CropVision.
• "Personal Data" means any information relating to an identified or identifiable User or End User that is a natural person including a natural person representing a User or End User which is a legal entity.
• "Platform" means the console(s) and/or tool(s) and/or online services provided by CropVision to the User for administering the Services, and which consists of the Models.
• "Services" means any and all services provided by or through the Platform (including any associated services) which may be summarized as Crop Monitoring and Data Management and Visualization.
• "Surviving Provisions" means Sections 5, 8, 9.5, 13, 14, and 15 (all inclusive) and any other provision of this Agreement which are expressed to continue in force after termination or by which by necessary implication must continue after termination.
• "Service Agreement" means the agreement completed and signed by a duly authorised representative of the User making an order for the Services and setting out the Fees for the Services.
• "Service Specific Terms" means the unique terms set out in the Service Agreement signed by or on behalf of the User.
• "Term" has the meaning set forth in Section 9 of this Agreement.
• "TSS" means the technical support services provided by CropVision to the User.
• "TSS Fees" means the fees payable by the User to CropVision in relation to the TSS.
• "TSS Form" means the form completed and signed by a duly authorised representative of the User making an order for TSS and setting out the TSS Fees for the TSS.
• "User Data" means data provided to CropVision by the User via the Services through the Account excluding Personal Data and includes data provided by End Users.

1. Provision of the Services

1.1 Services Use

Subject to this Agreement, during the Term, the User may: (a) use the Services, (b) use any software or functionality provided by CropVision as part of the Services, including any associated applications, projects, and User Data. The User may not sublicense or transfer these rights unless in accordance with the terms of this Agreement.

1.2 Platform

CropVision will provide the Services by making the online Platform available to the User after the Initial Training Period. As part of receiving the Services, the User will have access to the Platform after the Initial Training Period has been completed by CropVision, through which the User may then administer the Services.

1.3 Facilities

All facilities used to store and process an application, the User Data, and the Personal Data will adhere to reasonable security standards no less protective than the security standards at facilities where CropVision processes and stores its own information of a similar type.

1.4 Data Location

CropVision may process and store the User Data and Personal Data anywhere CropVision, its agents, or cloud service providers maintain their servers. By using the Services, the User consents to this processing and storage of User Data. The User also acknowledges that Personal Data may be processed in accordance with CropVision's Personal Data Privacy Statement.

1.5 Accounts

The User must have an Account with CropVision, and is responsible for the information it provides to create the Account, the security of the Account, and its passwords for the Account, and for any use of its Account. If the User becomes aware of any unauthorized use of its password for its Account, the User must notify CropVision as soon as possible.

1.6 New Applications and Services

CropVision may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) expand the scope of the Services definition from time to time, the use of which may be contingent upon the User's agreement to additional terms.

1.7 Modifications

a). To the Services: CropVision may make commercially reasonable updates to the Services from time to time. If CropVision makes a material change to the Services, CropVision may inform the User, provided that the User has subscribed with CropVision to be informed about such change.

b). To the Agreement: CropVision may make changes to this Agreement, including pricing (and any linked documents) from time to time. CropVision will provide at least 30 days' advance notice for materially adverse changes to the pricing by either: (i) sending an email to the User's primary point of contact or (ii) posting a notice in the Platform notifications. If the User does not agree to the revised Agreement, it must stop using the Services.

c). To the Personal Data Privacy Statement: CropVision may only change the Personal Data Privacy Statement.

1.8 Electronic Communications

By using the Platform by electronic means, the User consents and acknowledges that any and all agreements, notices, disclosures, or any other communication satisfies any legal requirement, including to the requirement that such communications should be "in writing".

2. Payment Terms

2.1 Billing

Where an Service Agreement or TSS Form (as the case may be) is in place, and at the end of the applicable Fee Accrual Period, CropVision will issue an invoice to the User, for all charges accrued based on (i) the User's use of the Services during the applicable Fee Accrual Period (including, if any, the relevant TSS Fees set forth in clause 6.2 below); All Fees are due as set forth in the invoice and are payable within thirty (30) days or by the date specified by CropVision in the invoice whichever is sooner (Payment Due Date). The User's obligation to pay all Fees is non-cancellable. CropVision's measurement of User's use of the Services is final. CropVision has no obligation to provide multiple Invoices.

2.2 Taxes

(a) Fees do not include any customs duties, value added tax, withholding taxes, income taxes or any other direct or indirect taxes which may be levied or charged by any national, state, local or other governmental authorities and agencies. The User is responsible for any Taxes, and the User will pay CropVision for the Services without any reduction for Taxes. If CropVision is obligated to collect or pay Taxes, the Taxes will be invoiced to the User. (b) If required under applicable law, the User will provide CropVision with applicable tax identification information that CropVision may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. The User will be liable to pay (or reimburse CropVision for) any taxes, interest, penalties or fines arising out of any mis-declaration by the User.

2.3 Invoice Disputes & Refunds

Any invoice disputes must be submitted prior to the Payment Due Date. If the parties determine that certain billing inaccuracies are attributable to CropVision, CropVision will not issue a corrected invoice, but will instead issue a credit note specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, CropVision will apply the credit note amount to the disputed invoice and the User will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, the User waives all claims relating to Fees unless claimed within sixty days after charged. Refunds (if any) are at the discretion of CropVision and will only be in the form of credit for the Services. Nothing in this Agreement obligates CropVision to extend credit to any party.

2.4 Delinquent Payments; Suspension

Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law) from the Payment Due Date until paid in full. The User will be responsible for all reasonable expenses (including legal fees) incurred by CropVision in collecting such delinquent amounts. If the User is late on payment for the Services, CropVision may suspend the Services or terminate the Agreement for breach pursuant to Section 9.2.

2.5 Invoicing

The User is obligated to pay all applicable Fees provided that CropVision will number each invoice and attach the relevant Service Agreement to each invoice.

3. User Obligations

3.1 Compliance

The User is solely responsible for its User Data and for making sure its User Data complies with the AUP. CropVision reserves the right to review the User Data for compliance with the AUP at reasonable times. User is responsible for ensuring all End Users comply with the User's obligations under the AUP, the Service Specific Terms, and the restrictions in Sections 3.3 and 3.5 below.

3.2 Privacy

The User understands that by using the Platform and the Services, CropVision may collect and use of certain information about the User and its use of the Service, in accordance with CropVision's Personal Data Privacy Statement. The User acknowledges that CropVision's processing of Personal Data shall be in accordance with its Personal Data Privacy Statement. Where necessary, the User shall obtain and maintain the End Users' Consent to record and process the End Users' Personal Data including their name, email address, employer name, employer location and their Job title for CropVision to provide the End Users' access to the Platform.

3.3 Restrictions

The User will not, and will not allow third parties under its control, to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services or the Platform (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) hold CropVision responsible in any way for use of the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) create multiple Accounts to simulate or act as a single Account (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees or exceed usage limits or quotas; (e) integrate the Services within a data or application marketplace which encompasses selling data products related to agriculture.

3.4 Third Party Components

Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs the User's use of that third party component.

3.5 Documentation

CropVision may provide Documentation for the User's use of the Services. The Documentation may specify restrictions on how the Services may be built or the Services may be used and the User will comply with any such restrictions specified.

3.6 Copyright Policy

The User will not allow third parties under its control to use any Service to store, copy, or reproduce copyrighted material. CropVision may determine whether copyrighted material is being used legally or not through the input and cooperation of the copyright holder. CropVision responds to notices of alleged copyright infringement and will terminate accounts of infringers according to applicable copyright laws. If the User thinks somebody is violating the User's or the End Users' copyrights on the Platform and wants to notify CropVision, the User can submit a notice by contacting support@cropvision.co.ke

3.7 Access

The User grants or shall procure the unconditional and irrevocable grant to CropVision and its Affiliates, employees, agents and sub-contractors, representatives during the term of this Agreement and for a duration of not less than three months following termination: (a) unfettered access to the User's farm on which CropVision Services are in use, has installed Equipment, or is operating Equipment, to install, replace, maintain, disconnect, test, repair such Equipment at any time; (b) permission to remove any of its Equipment from the User's farm at any time; (c) permission to take environmental and weather data including air temperatures, humidity, soil temperatures and soil moisture from the User's farm. The User gives CropVision and its representatives, on reasonable notice, such access to premises, personnel, software, Equipment, information and farm records as CropVision requires to perform its obligations under this Agreement to verify that the User is complying with its obligations under this Agreement and to ascertain the accuracy of User Data provided to CropVision. The User shall reimburse CropVision in respect of its reasonable costs incurred in carrying out of the access rights.

3.8 Facilities and Assistance

The User agrees to provide CropVision, at no cost, with such facilities and assistance, as may be required to perform CropVision's obligations under this Agreement including but not limited to: (a) adequate and continuous electricity supply to the equipment if required; (b) adequate security for CropVision's equipment within such parameters as CropVision may notify the User.

3.9 Acceptable Use Policy (AUP)

The User agrees not to and not to allow third parties to use the Services:

• To violate, or encourage the violation of, the legal rights of others (for example, this may include but is not limited to allowing End Users to infringe or misappropriate the intellectual property rights);
• To engage in, promote or encourage illegal activity;

3.10 Data Input

The User will provide CropVision, on a daily basis, User Data required by CropVision to ensure it can provide its services to a reasonable standard that CropVision may specify from time to time and shall ensure that all such User Data is accurate, complete and not misleading.

4. Suspension

4.1 AUP Violations

If CropVision becomes aware that the User's or any End User's use of the Services violates the AUP, CropVision will give the User notice of the violation by requesting that the User correct the violation. If the User fails to correct the violation within 24 hours of CropVision's request, then CropVision may Suspend all or part of the User's use of the Services. CropVision will resume the Services to such User at its sole discretion.

4.2 Other Suspension

Notwithstanding Section 4.1 (AUP Violations) CropVision may immediately suspend all or part of User's use of the Services if: (a) CropVision believes User's or any End User's use of the Services could adversely impact the Services, other Users' or their end users' use of the Services, or the CropVision and agent network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) CropVision believes it is required to suspend immediately to comply with applicable law; or (d) User is in breach of Section 3.3 (Restrictions). CropVision will at its sole discretion lift any such Suspension when, in CropVision's opinion, the circumstances giving rise to the Suspension have been resolved. At the User's request, unless prohibited by applicable law, CropVision will notify the User of the basis for the Suspension as soon as is reasonably possible.

5. Intellectual Property Rights and Use of User Data

5.1 Intellectual Property Rights

This Agreement does not grant either party any rights, implied or otherwise, to the other party's content or any of the other party's intellectual property. CropVision owns all Intellectual Property Rights in the Services and Platform. The User shall not acquire any rights in CropVision's Intellectual Property.

CropVision grants the User a non-exclusive, non-transferable, limited license to use the Platform as provided by CropVision as a part of the Services and in accordance with this Agreement; and the User shall not do anything contrary to the provisions of Section 3.3.

The use of the Platform or any part of the Services, except for use of the Services as permitted in this Agreement, is strictly prohibited and infringes on the Intellectual Property Rights of CropVision and may subject the User to civil and criminal penalties, including possible monetary damages, for intellectual property right infringement.

5.2 Use of User Data

The User grants CropVision the right to collect, compile, process, export, use and store the User Data (including any Intellectual Property Rights, Personal Information or Confidential Information contained therein) in order to provide and enhance the Services generally. The User acknowledges and agrees that CropVision and its Affiliates may also use such User Data for their business purposes including but not limited to support, including the development and enhancement of derivative services, machine learning, statistical analysis, billing and reporting, provided however that CropVision may not use the User Data for any purpose other than to provide the Services and the Platform, unless the User Data, to the extent that it is bundled with Personal Data, is anonymized such that the identity of Client, the name, block, area and location of the User's farm cannot be ascertained (such data being "Obfuscated Data"). All right, title and interest in Obfuscated Data and CropVision's products, including any products derived from or enhanced with Obfuscated Data, shall at all times be and shall remain vested with CropVision.

5.3 User Feedback

If User provides CropVision with feedback about the Services, then CropVision may use that information without deference or obligation to the User.

6. Technical Support Services (TSS)

6.1 By User

The User is responsible for technical support of its processes, Datasets, or any other Services.

6.2 By CropVision

Subject to payment of applicable TSS Fees, CropVision will provide TSS to the User during the Term in accordance with the Payment Terms and applicable guidelines.

7. Deprecation of Services

7.1 Discontinuance of Services

Subject to Section 7.2, CropVision may discontinue any Services or any portion or feature for any reason at any time without liability to the User.

7.2 Deprecation Policy

CropVision will announce on the Platform in writing if it intends to discontinue or make backwards incompatible changes to the Services specified in the Documentation. CropVision will use commercially reasonable efforts to continue to operate those Services versions and features for 30 days, unless (as CropVision determines in its reasonable good faith judgment):

• (i) required by law or third party relationship (including if there is a change in applicable law or relationship), or
• (ii) doing so could create a security risk or substantial commercial, economic or material technical burden.

The above policy is the "Deprecation Policy."

8. Confidential Information

8.1 Obligations

The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors who are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to keep it confidential.

8.2 Required Disclosure

Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, the User is responsible for responding to all third party requests concerning and is liable for its use and End Users' use of the Services.

9. Term and Termination

9.1 Agreement Term

The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 9 of this Agreement.

9.2 Termination for Breach

In addition to CropVision's rights to terminate as set out in this Agreement, either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

9.3 Termination for Inactivity

CropVision reserves the right to terminate the provision of the Service(s) upon 30 days advance notice if, for a period of 60 days (i) User and any Account in the User's Team has not accessed the Platform or an application has had no network activity; and (ii) such application has not incurred any Fees for such Service(s).

9.4 Termination for Convenience

Either Party may terminate this Agreement for its convenience by providing 90 days' advance notice in writing.

9.5 Effect of Termination

If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by the User to CropVision are immediately due upon receipt of the final invoice and clauses 2.3, 2.4 and 2.5 shall apply in relation to all Fees; (iii) the User will delete the Platform, any Model, Datasets, and any User Data; and (iv) upon request, each party will use commercially reasonable efforts to return to the other party or destroy all Confidential Information of the other party.

10. Publicity

If the User wants to display CropVision's Brand Features in connection with its use of the Services, the User must obtain written permission from CropVision. CropVision may include the User's name or Brand Features in a list of CropVision's Users, online or in promotional materials unless agreed otherwise in writing. CropVision may also verbally reference the User as a User of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding intellectual property rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use provided that CropVision reserves the right to immediately terminate this Agreement and the provision of the Services to the User in the event that the User revokes any right to us any of the User's Brand Features.

11. Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable.

12. Disclaimer

The Services are provided "as is." Except as expressly provided for in this agreement, CropVision and its suppliers do not make any other warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use and non-infringement. CropVision and its suppliers are not responsible or liable for the deletion of or failure to store any User Data and other communications maintained or transmitted through use of the Services. The User is solely responsible for securing and backing up its applications, models, annotations, and User Data. Neither CropVision nor its suppliers, warrants that the operation of the software or the Services will be error-free or uninterrupted. Neither the software nor the Services are designed, manufactured, or intended for high risk activities.

13. Limitation of Liability

13.1 Limitation on Indirect Liability

To the maximum extent permitted by applicable law, neither CropVision, nor CropVision's suppliers, will be liable under this Agreement for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages (including damages for loss of profits, revenues, users, opportunities, goodwill, use, or data), even if the User has been advised or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

13.2 Limitation on Amount of Liability

To the maximum extent permitted by applicable law, neither CropVision, nor CropVision's suppliers, may be held liable under this Agreement for more than the amount paid by the User to CropVision under this Agreement during the six months prior to the event giving rise to liability.

13.3

CropVision assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsing the website or your downloading of any materials, data, text, images, video, or audio from the Platform.

13.4

CropVision accepts no responsibility or liability whatsoever for any interruption or discontinuance of any or all functionality of this Platform, or if this website does not operate quickly and efficiently, whether the result of actions or omission of CropVision, or a third party or otherwise.

14. Indemnification

14.1 By User

Unless prohibited by applicable law, the User will defend and indemnify CropVision and its Affiliates against any loss or damage which CropVision may suffer or incur as a result of the User's breach of this Agreement including loss or damage arising from claims in relation to: (i) any Application, Model, Annotation-related Service, User Data or User Brand Features; or (ii) User's, or End Users', use of the Services in violation of the AUP.

15. Miscellaneous

15.1 Notices

All notices must be in writing and addressed to the other party's primary point of contact. The email address for notices being sent to CropVision is support@cropvision.co.ke. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

15.2 Assignment

The User may not assign any part of this Agreement without the written consent of CropVision which consent shall be at the sole discretion of CropVision. CropVision may, at its discretion, give its consent to the assignment of any part of this Agreement, to an Affiliate of the User where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

15.3 Force Majeure

Neither party will be liable for failure or delay in performance (excluding performance relating to payment of fees under this Agreement) to the extent caused by circumstances beyond its reasonable control provided that CropVision may at its discretion terminate this Agreement in writing with immediate effect if the force majeure event persists for more that 6 months.

15.4 No Agency

This Agreement does not create any agency, partnership or joint venture between the parties.

15.5 No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

15.6 Severability

If any term (or part of a term) of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section shall not affect the validity and enforceability of the rest of this Agreement.

If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7 No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.8 Equitable Relief

Nothing in this Agreement will limit either party's ability to seek equitable relief.

15.9 Governing Law

This Agreement shall be governed by and construed in accordance with Kenyan law. In the case of a dispute arising from this Agreement, the parties shall endeavour to resolve such dispute by negotiation in good faith. If the matter remains unresolved after negotiation, the courts of Kenya shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

15.10 Amendments

Except as set forth in Section 1.7, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

15.11 Survival

The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.5, 13, 14, and 15.

15.12 Entire Agreement

This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.