Ceres' Seed Use Agreement provides you, the Grower, with the opportunity to purchase and use Ceres’ branded seed (Ceres Seed) under the terms and conditions in this Agreement. YOU MUST READ THIS ENTIRE AGREEMENT AND AGREE TO ITS TERMS BEFORE BUYING OR USING CERES SEED. You are only authorized to purchase and/or use Ceres Seed if you agree to abide by all applicable laws and the terms of this Agreement. By clicking “YES,” below, you are affirming your acceptance of the terms of this Agreement. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should click “NO” or leave the Ceres website and will not be provided with (and shall not be authorized to use) any Ceres Seed. This Agreement must be accepted by Ceres in order to become effective.

Please print a copy of this Agreement for your records.

1. LIMITED LICENSE – USE LIMITATIONS.

Ceres, Inc. and its subsidiaries (Ceres) has a proprietary interest in Ceres Seed as a result of patents, plant variety protection rights or plant breeders’ rights pending or granted and/or trade secret information or proprietary know-how contained in the genetic materials of the seed, unless designated otherwise on the seed label attached to the seed bags. Ceres offers Ceres Seed for sale subject to the terms of this Agreement. The purchase price for Ceres Seed represents a license fee for the limited use of the proprietary and intellectual property interests Ceres has in Ceres Seed. Please refer to the seed label for specific information regarding patents and/or plant variety protection or plant breeders’ rights certificates.

Under this Limited License Agreement, GROWER MAY:

• Use Ceres Seed solely for producing a single commercial crop or a multi-year stand for perennials.

Under this Limited License Agreement, GROWER MAY NOT:

• Use Ceres Seed, or any parental line seed which may be found therein, or any resultant plants, seed, mutants, sports or plant tissue from any of the foregoing, for any breeding, tissue culture, sexual or asexual propagation, seed production, reverse engineering, genetic fingerprinting, molecular or genetic analysis or engineering, or research (except research on biomass (excluding any seed) grown from Ceres Seed not resulting in the reproduction of such biomass), other than the production of a single commercial crop or multi-year stand for perennials.
• Sell, transfer, export, sublicense, give or supply Ceres Seed to any other person or entity for any purpose.
• Save, clean, condition or sell progeny of Ceres Seed for the purpose of planting a subsequent crop.

All rights not specifically granted are reserved by Ceres.

2. LIMITATION OF WARRANTIES, LIABILITY AND REMEDIES.

IMPORTANT NOTICE: Successful farming requires a high degree of skill. The performance of seed and crops are greatly impacted by numerous factors and conditions beyond the control of Ceres and its authorized seed dealers (“Seed Dealers”) including, among other things, environmental conditions, such as sunlight, moisture, temperature, and soil composition; adverse weather conditions, such as drought, excessive rainfall, high wind; pests, diseases, and individual farming practices. Grower assumes all risks that these factors and conditions will adversely impact the performance of the seed and crop produced from the seed. Ceres does not guarantee crop yield or performance.

EXCLUSIVE WARRANTY. Ceres' sole and exclusive warranty on the seed is that the seed conforms to the label description on the bag and/or bag tags within reasonable tolerances.

ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. CERES AND ITS SEED DEALERS MAKE NO OTHER EXPRESS WARRANTY ON THIS SEED. CERES AND ITS SEED DEALERS ALSO DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CERES AND ITS SEED DEALERS UNDERTAKE NO RESPONSIBILITY FOR THE QUALITY OF THE SEED, AND ASSUME NO RESPONSIBILITY THAT THE GOODS WILL BE FIT FOR ANY PARTICULAR PURPOSE FOR WHICH GROWER MAY BE BUYING THE SEED. TO THE EXTENT PERMITTED BY FEDERAL AND STATE LAW, THE SEED IS BEING SOLD "AS IS."

LIMITATION OF LIABILITY AND REMEDIES. Grower's sole and exclusive remedy for any and all losses or damages resulting from the use of the seed, whether such claims are based in contract, negligence, strict liability, tort, or any other theory of recovery or remedy, shall be the return of any amounts paid for the seed. NEITHER CERES NOR ITS SEED DEALERS SHALL BE LIABLE FOR ANY INDIRECT, REMOTE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOSS OF PROFIT.

PROMPT NOTICE OF CLAIMS REQUIRED. As a condition to any liability of Ceres and its Seed Dealers, any and all claims for losses or damages resulting from the use of this seed must be presented immediately to Ceres so that the claim may be investigated and the seed or crop inspected. All claims must be presented to Ceres within thirty (30) days after the condition or event giving rise to the claim is discovered, or should have been discovered, or prior to the harvest of the crop, whichever comes first, or such claims shall be deemed to be waived by Grower.

This Limitation of Warranties, Liability and Remedies MAY NOT BE MODIFIED OR AMENDED VERBALLY OR IN WRITING. If a court determines that any term or provision of this Limitation of Warranties, Liability, and Remedies is unenforceable, then such term or provision shall be stricken and the remainder of the Limitation of Warranties, Liability, and Remedies shall remain enforceable.

3. BINDING ARBITRATION FOR PERFORMANCE-RELATED CLAIMS BY GROWER.

It is expressly agreed that Grower and any person claiming any interest in Grower’s crop shall submit any claim or action made or asserted regarding the performance of such seed, whether involving Ceres, its Seed Dealers, or both, to binding arbitration. The parties acknowledge that this transaction involves interstate commerce. The parties agree that arbitration shall be conducted pursuant to the provisions of the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and administered under the Commercial Dispute Resolution Procedures established by the American Arbitration Association. Such arbitration shall take place in the capital city of the state in which such crops were grown, or in any other place as the parties may decide by mutual agreement. In the event that a claim is not amicably resolved within 30 days of Ceres’ receipt of the Notice of Claim required by this Agreement any party may initiate arbitration.

4. FORUM SELECTION FOR ALL OTHER CLAIMS.

The parties consent to the sole and exclusive jurisdiction and venue of the California State Courts having jurisdiction in San Francisco County, California, or, in the event of federal jurisdiction, the United States District Court for the Northern District of California for all claims arising out of or in any way connected with this Agreement and/or the use of Ceres Seed, except for seed performance-related claims made by Grower.

5. CHOICE OF LAW.

This Agreement shall be construed and governed under the laws of the State of California.

6. GENERAL TERMS.

When this Agreement becomes effective, it will remain in effect until either Ceres or the Grower chooses to terminate this Agreement. New or additional terms to this Agreement, if any, will be mailed to Grower once a year. Continuing use of Ceres Seed after receiving any new or additional terms constitutes Grower’s acceptance and agreement to be bound by the new terms.

If either party elects to terminate this Agreement, it must deliver written notice of the termination to the other party. The Grower’s written notice must be mailed to: Ceres, Inc., 1535 Rancho Conejo Blvd., Thousand Oaks, CA 91320. If this Agreement is terminated by the delivery of a written notice, the Grower’s responsibilities and obligations shall survive and continue in effect as to all Ceres Seed purchased or received before termination and crops grown from such Ceres Seed.

The Ceres name, all Ceres logos, and all Ceres trademarks (for example, “Blade Energy Crops”) may only be used by Grower in a manner that is previously approved in writing by Ceres.

This Agreement governs the relationship between Ceres and Grower and supersedes all other agreements. A Seed Use Agreement is also printed on the seed bags of Ceres Seed (Bag Agreement). Where there is a conflict between the terms of this Agreement and the Bag Agreement, the terms of this Agreement shall prevail.

If any term or provision in this Agreement is determined by a court of competent jurisdiction to be void or unenforceable, then such term or provision shall be stricken and the remainder of the Agreement shall remain in effect and enforceable.

Grower shall pay the purchase price, all fees, and charges that are due or that are invoiced for Ceres Seed.

Grower shall permit Ceres to examine and copy any records and receipts that may be necessary to determine whether Grower has misappropriated or infringed Ceres’ proprietary interests that are licensed herein.

If Grower breaches this Agreement, then Grower's limited-use license shall terminate immediately. Should Grower's limited-use license terminate due to Grower's breach, the Grower's responsibilities and obligations that arose before termination shall survive and continue in effect. If Ceres prevails in litigation or arbitration to enforce this Agreement, Grower agrees to pay Ceres’ attorney’s fees and costs and other expenses incurred in the enforcement of this Agreement.

If you do not agree to be bound by these terms, then you must leave the Ceres website and you will not be provided with (and shall not be authorized to use) any Ceres Seed.