THIS MILK PRODUCERS ONLINE (MPOL) END USER LICENSE AGREEMENT (“EULA”) is a binding agreement between the user accessing our MPOL Portal (“you”, “your”, or “User”) and Land O’Lakes, Inc., a Minnesota corporation with a place of business at 4001 Lexington Ave. N., Arden Hills, Minnesota 55126 (“Land O’Lakes”, “we”, “us”, or “our”). If you are representing your organization, you are accepting this EULA for yourself and on behalf of your organization. You represent that you have full authority to bind your organization to this EULA. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING THE MPOL PORTAL.

This EULA incorporates by reference the Land O’Lakes Privacy Policy at www.landolakesinc.com/Privacy-Policy and the Terms of Use posted on landolakesinc.com as they may be updated from time to time (“Additional Terms”). The Privacy Policy will control for its subject matter.
This EULA will be effective when executed by the parties, agreed as a clickthrough or other electronically accepted agreement, when incorporated by reference into another agreement, or when you access or use our MPOL Portal (the ”Portal”) as this EULA may be presented to you multiple times in writing or electronically prior to and as you use our Portal including as web page links.

We may change this EULA including the Additional Terms at any time. By continuing to access or use the Portal you agree to be bound by the most recent version of this EULA. If we materially change this EULA, we will let you know by placing a notice within the tool or through other reasonable methods.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the foregoing and as follows:

1. Definitions.

(a) “Aggregated Data” means Personal Information of many individuals that has been aggregated together into a large data set.

(b) “Authorized User” means the Member or Member’s employees, consultants, contractors, and agents who are authorized by Member to access, use the Portal using the requisite Credentials issued by Land O’Lakes. Each Authorized User shall have unique Credentials.

(c) “Confidential Information” means confidential and proprietary information disclosed or made accessible by a party hereunder, including for Land O’Lakes, the Portal (including the Reports). Confidential Information excludes information which: (i) is available to the public prior to disclosure to the receiving party or becomes available to the public by publication or otherwise without fault of the receiving party; (ii) is lawfully in the receiving party’s possession prior to the initial disclosure; (iii) is supplied to the receiving party by a third party having a legal right to so disclose; or (iv) is independently developed by receiving party without use of the disclosing party’s Confidential Information.

(d) “Credentials” means a unique Land O’Lakes issued Business Link user id.

(e) “Data” means data in the Portal.

(f) “De-Identified Data” means Personal Information and/or Aggregated Data from which identifiable elements have been removed, such that the resulting data elements can no longer be used to identify any specific person.

(g) “Documentation” means all written or electronic user guides and other materials related to the use of the Portal, including any updates thereto. Reports are not Documentation.

(h) “Land O’Lakes IP” means the Portal the Reports, any other content or Data (except as otherwise described in this EULA) originating with Land O’Lakes/its affiliates/Providers, De-Identified Data, Aggregated Data, Usage Data, Documentation, the software, hardware, systems, materials, processes, know-how and the like utilized by and developed in the provision of the System, including interfaces and APIs, Land O’Lakes’ trademarks, logos and service marks, and all goodwill therein, and all error corrections, updates, enhancements, modifications, improvements, derivative works, changes, customizations and components in any of the foregoing, and all intellectual property rights therein.

(i) “Member” means the Land O’Lakes member-owner who is: (i) a party to a Membership and Milk Marketing Agreement with Land O’Lakes; and (ii) accessing the Portal in connection with its performance of the Membership and Milk Marketing Agreement with Land O’Lakes.

(j) “Permitted Use” means use of the Reports or Confidential Information solely for a Member’s internal business operations. The “Permitted Use” excludes use of the Portal, Reports, or any other Land O’Lakes IP, or disclosure or sharing of any Reports, for marketing or otherwise commercializing any information obtained hereunder unless the parties have expressly agreed otherwise in a written agreement.

(k) “Person” means an individual or an entity, as applicable in each circumstance where referenced.

(l) “Personal Information” means information that relates to an identified or identifiable natural person.

(m) “Reports” means Land O’Lakes reports generated and delivered through use of the Portal.

(n) “Services Agreement” means any services or other agreement between the User and Land O’Lakes including, if applicable, the Membership and Milk Marketing Agreement. This EULA controls with respect to the subject matter hereof.

(o) “Usage Data” means any statistical and usage data derived or generated from the performance, operation and use of the Portal (including the Reports), and all analysis thereof, including the review and interpretation of how individuals engage with content or data published, posted, uploaded, transmitted, generated or otherwise provided through or via the Portal.

2. License To Portal.

2.1. License. Subject to the terms and conditions of this EULA, Land O’Lakes hereby grants you a limited, non- exclusive, non-transferable, non-sublicensable license solely for the Permitted Use to: (a) access and use the Portal in the United States of America, including to download Reports; and (b) copy and use the Reports, and disclose and share the Reports only for the Permitted Purpose, in each case subject to confidentiality and limits on use as set forth herein, including ensuring the disclaimer and proprietary notices on the Reports are recreated on all copies of the Reports. LAND O’LAKES MAKES NO GUARANTEES, EXPRESS OR IMPLIED, AS TO THE ACCURACY OF INFORMATION OR ANALYSIS CONTAINED IN THE REPORTS.

2.2. Restrictions On Use. You will not and will not permit any third party to, except as expressly permitted in Section 2.1(b): (a) extract Data from the Portal except via Reports subject to the restrictions herein, extract or copy Data from the Reports, or remove the disclaimers or proprietary notices indicating the source, limitations and intellectual property rights with respect to the Reports; (b) copy, modify or create any derivative works based on the Land O’Lakes IP, including making derivative works based on the Reports; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Land O’Lakes IP available to any third party, including sharing the Reports or any other Land O’Lakes IP with any third party for any purpose; (d) use or share the Portal, Reports, or any other Land O’Lakes IP outside of the Permitted Use; (e) decipher, disassemble, reverse engineer or decompile any portion of the Land O’Lakes IP; (f) access the Land O’Lakes IP in order to build any commercially available product or service; or (g) except as agreed in a separate written agreement with Land O’Lakes, incorporate, merge or
interface the Portal including any Reports) or any other Land O’Lakes IP into any third party or self-developed products or to allow any such products to access the Land O’Lakes IP, in whole or in part, or incorporate, merge or interface data generated by the Portal or contained in Reports with or into other software or other products or services for any purposes. For clarity, this means you cannot include Reports in any other materials. Except for the limited rights and licenses expressly granted in this EULA, nothing in this EULA grants, by implication, waiver, estoppel or otherwise, any right, title, or interest in or to the Portal or other Land O’Lakes IP.

2.3. Authorized Use. The Portal shall only be accessed and used by Authorized Users. Each Authorized User shall control against unauthorized access by users, and maintain the confidentiality of Credentials and other account information. You are solely responsible for all aspects of any user transaction, interaction with, or other use of the Portal and any acts of your use of the Portal. You will immediately notify Land O’Lakes of any known or suspected security incident resulting or possibly resulting in the unauthorized use, access or theft of a password, name, account or Personal Information or any other breach of security that materially compromises the confidentiality, integrity or accessibility of the Portal, the Reports. Your failure to provide such notice to Land O’Lakes at membership@landolakes.com and by telephone at 1-800-328-1341 within twenty-four (24) hours of such a breach, with a copy to the address listed in Section 11., hereinbelow, in writing, is a material breach of this EULA. LAND O’LAKES IS NOT LIABLE FOR ANY LOSSES CAUSED BY ANY UNAUTHORIZED USE.

2.4. Third-Party Providers. Land O’Lakes engages or otherwise collaborates with third parties, including its affiliates, contractors, subcontractors, consultants, vendors, partners and advisors (collectively, “ Providers”), including who support/manage Land O’Lakes’ services and marketing initiatives, supplement, enhance, support, or host the Portal, or with whom Land O’Lakes collaborates which may offer other solutions. You understand that as part of such engagements Providers may have access to and use of certain Data, Reports, and other Confidential Information. You agree that Land O’Lakes may provide Data, Reports and other Confidential Information to such Providers as permitted in this EULA or the Services Agreement.

2.5. Third Party Technology. The Portal may include technology subject to third party licenses (collectively, “ Third Party Technology”). In the event Land O’Lakes’ rights to provide any Third Party Technology are terminated, expire, or are otherwise diminished, you understand and agree that Land O’Lakes may cease to include the applicable Third Party Technology in the Portal and may terminate the affected functionality in, or of, the Portal with or without notice to you. LAND O’LAKES WILL HAVE NO LIABILITY WHATSOEVER TO YOU WITH RESPECT TO ANY DIMINISHMENT IN THE PORTAL RESULTING FROM LAND O’LAKES’ REDUCED ABILITY TO PROVIDE THIRD PARTY TECHNOLOGY.

2.6. Your Obligations. In addition to your obligations under a Services Agreement, you will cooperate with Land O’Lakes as reasonably requested by Land O’Lakes. If you fail to provide such assistance, then Land O’Lakes will have no obligation to provide the Portal (or the Reports).

3. Land O’Lakes IP And Data.

3.1. Land O’Lakes IP. Land O’Lakes, its affiliates and Providers own all right, title and interest in and to the Land O’Lakes IP. You will not act in any way which may impair Land O’Lakes’ rights in and to the Land O’Lakes IP.

3.2. Data. You agree that in addition to any rights you grant or have granted via the Additional Terms, you have granted and you hereby grant to Land O’Lakes a non-exclusive, perpetual, irrevocable, royalty-free, paid up, worldwide, transferable and sublicensable license to:

(a) host, access, use, reproduce, upload, analyze, manipulate, modify and create derivative works of, transmit, distribute, disclose, display, make available, and otherwise process Data in connection with the Portal
(including the generation of Reports), whether for your rights under this EULA or any other rights you may have to access and use the Portal (unless a separate agreement between the parties governs such rights) and as needed for performance under each Services Agreement;

(b) disclose and use the Data for Land O’Lakes’ and its affiliates’ business purposes including: (i) to generate information from products offered by third-party service or technology solution providers that are integrated with the Portal via application programming interface or otherwise and to enhance or supplement the Portal; (ii) to or with Providers assisting with the Portal or who support or manage Land O’Lakes’ or its affiliates’ services and marketing initiatives, supplement, enhance, support, or host the Portal, provide services and other forms of support directly to you, or with whom Land O’Lakes or its affiliates collaborate which may offer other solutions to you; (iii) to or with Land O’Lakes’ or its affiliates’ customers which use such data for their business purposes; (iv) to perform research and development of products and services; (v) to test, populate, improve, or enhance the Portal (including the Reports or Land O’Lakes’, its affiliates’ or its Providers’ other tools and applications and develop new tools and applications; (vi) to inform your business decisions; (vii) to provide to you Data concerning your operations; (viii) to perform support and other services for your benefit; (ix) as set forth in a Services Agreement; and (x) to perform legal and regulatory compliance; and

(c) de-identify Data in order to create De-Identified Data, and use such De-Identified Data or aggregate such De-Identified Data with other data or analysis to generate Aggregated Data. You further agree that (i) Land O’Lakes exclusively owns all such De-Identified Data and Aggregated Data, as well as any information derived therefrom, (which are collectively, Land O’Lakes IP) (but excluding non-public Data provided hereunder), (ii) Land O’Lakes may use the De-Identified Data and Aggregated Data for any purpose, either directly through Land O’Lakes or indirectly through affiliates and Providers and Land O’Lakes’ other vendors, partners and customers; and (iii) we may freely utilize information concerning you which is lawfully obtained by us via sources other than you.

4. Compensation. Any fees due in relation to this EULA are as quoted in the applicable Services Agreement, if any.

5. Confidential Information. Each party shall protect the other party’s Confidential Information from unauthorized use or disclosure using no less than reasonable measures. The receiving party will not disclose the Confidential Information to any third party except (a) for Land O’Lakes, to its affiliates and Providers and their respective employees, contractors and agents, and (b) for you, to your Users, (“Representatives”), who have a need to know such information, are informed of the confidential nature of such information, and agree to be bound by obligations of confidentiality substantially similar to those set forth in this EULA. The receiving party will use the Confidential Information solely and exclusively for the purpose of performing or receiving the benefits of this EULA. Notwithstanding anything to the contrary, if you or your personnel provide any ideas, suggestions or recommendations regarding the Portal, Land O’Lakes IP or other of Land O’Lakes’ Confidential Information, (even if designated as your Confidential Information) (“Feedback”), Land O’Lakes, its affiliates and Providers are free to retain, use, incorporate and disclose, on a perpetual and irrevocable basis, such Feedback in their products, technology and/or services, without payment of royalties or other consideration. Such right is fully transferable and sublicensable. If the receiving party is required by law or court order to disclose the Confidential Information, the receiving party will give the disclosing party prompt notice of such requirement so that an appropriate protective order or other relief may be sought. The breach, or threatened breach, of any provision of this Section 5, or the breach of license rights or restrictions or other misuse of Confidential Information may cause irreparable harm to the other party without an adequate remedy at law. Upon any such breach, violation, or infringement, or threat thereof, a party will be entitled to seek injunctive relief to prevent the other party from commencing or continuing any action constituting such breach, violation, or infringement, without having to post a bond or other security, and without having to prove the inadequacy of other available remedies. This Section does not limit any
other remedy available to either party. This Section does not modify the scope of any rights granted in this EULA including Additional Terms.

6. Representations And Warranties. You represent, warrant and covenant that: (a) all Data was and will be information about yourself/your or your own business, and that all Data is true and correct to the best of your knowledge; (b) you are the lawful owner or licensee of all Data, you have the full legal right to share such Data in connection with this EULA and any Services Agreement and grant the licenses granted herein, and you have disclosed the Data being collected to the users and provided them with a copy of or links to this EULA and the Additional Terms; (c) there is no claim, litigation or proceeding pending or threatened against you with respect to Agronomic Data alleging, and no use of the Agronomic Data as permitted herein will result in, the violation, misappropriation or infringement of any right, including any intellectual property rights, of any person or entity; and (d) you will comply with all applicable laws, regulations and orders in your use of the Portal, including the Reports.

7. DISCLAIMER. LAND O’LAKES DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PORTAL OR REPORTS. LAND O’LAKES EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. LAND O’LAKES DOES NOT WARRANT THAT ACCESS TO, OR OPERATION OF, THE PORTAL WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE PORTAL WILL SATISFY YOUR OR ANY THIRD PARTY’S REQUIREMENTS OR COMPLY WITH ALL LAWS. LAND O’LAKES UTILIZES THE INTERNET TO PROVIDE THE PORTAL. YOU ACKNOWLEDGE THAT THE FLOW OF TRAFFIC OVER THE INTERNET DEPENDS IN LARGE PART ON SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES, WHICH CAN ALSO IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF), AND CERTAIN PERFORMANCE QUALITIES OF THE PORTAL. LAND O’LAKES DISCLAIMS ANY AND ALL LIABILITY, RESULTING FROM OR RELATED TO INTERNET CONNECTIVITY.

8. Indemnification. You will defend, indemnify and hold harmless Land O’Lakes and its affiliates, and their respective employees, officers, and directors against all reasonable attorney’s fees, expert fees, costs (including costs related to the provision of notices to customers and consumers), and expenses and all liability, losses and damages arising in connection with: (a) the violation, infringement or misappropriation by the Data, or use thereof, of any third party’s rights including but not limited to intellectual property rights or privacy rights; (b) your negligence, willful misconduct, or breach of this EULA; (c) any claims brought by any user or other third party alleging unauthorized use or disclosure of Data, or otherwise claiming that you failed to obtain proper consent to use or disclose Data for use and disclosure as contemplated herein; or (d) your use or misuse of the Portal including the Reports.

9. LIMITATION OF LIABILITY. LAND O’LAKES’ TOTAL CUMULATIVE LIABILITY UNDER OR RELATED TO THIS EULA WILL NOT EXCEED FIVE THOUSAND DOLLARS ($5000). MULTIPLE CLAIMS WILL NOT EXTEND THIS LIMIT. IN NO EVENT WILL LAND O’LAKES BE LIABLE UNDER OR RELATED TO THIS EULA FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF GOODWILL, LOSS OR RECONSTRUCTION OF DATA, OR COSTS FOR SUBSTITUTE GOODS. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE A MATERIAL CONDITION FOR THEIR ENTRY INTO THIS EULA. THE FOREGOING APPLIES UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR OTHERWISE), AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Termination. Your rights to use and access the Portal may be suspended or terminated automatically, without notice or refund, if you fail to comply with this EULA, the Additional Terms, or the Services
Agreement. Furthermore, you agree that Land O’Lakes may (without limiting any other rights or remedies available) suspend or terminate an account, disable the password and refuse any and all use of the Portal by a User if a User breaches the terms applicable to their account, without prior notice, and temporarily suspend provision of the Portal: (a) as permitted at law; (b) with prior written notice to you, if Land O’Lakes determines in its reasonable discretion that such suspension is necessary to comply with any law; or (c) immediately, if Land O’Lakes determines in its reasonable business judgment that the performance, integrity or security of the Portal is being adversely impacted or in danger of being compromised as a result of your or any User’s access. The foregoing does not apply to Reports that have already been downloaded. This EULA will continue until terminated as follows: (i) either party may terminate this EULA on thirty (30) days written notice to the other; or (ii) we may terminate this EULA by removing your access to the Portal. Upon termination of this EULA: (A) or upon request, the receiving party will return or destroy all Confidential Information, and upon request, provide the disclosing party written certification attesting to its destruction. For clarity, Land O’Lakes is not obligated to return or destroy any Land O’Lakes IP or Data and you are not obligated to return or destroy Reports downloaded during the term of this EULA. Notwithstanding the foregoing, the receiving party may retain one archival copy of Confidential Information that may be used solely to demonstrate compliance with this EULA, so long as the receiving party continues to treat such Confidential Information pursuant to the terms hereof;
(B) you will, and will cause all of your Users to, cease use of the Portal (except for the rights in the Reports set forth in Section 2.1(b) subject to the restrictions herein); and (C) your license to the Portal will terminate. Those provisions of this EULA that, by their nature, are intended to survive the termination of this EULA, will remain in full force and effect following the termination of this EULA, including without limitation, Sections 1, 2.1(b) (unless terminated for breach), 2.2, 3, 5, 6, 7, 8, 9, 10, and 11.

11. General. No waiver of any breach of this EULA and no course of dealing between the parties will be construed as a waiver of any subsequent breach of this EULA. The provisions of this EULA are severable. If any provision of this EULA is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired thereby. This EULA will be governed, interpreted, and construed in accordance with the laws of the State of Minnesota without regard to the principles of conflicts of laws. Any legal action or proceeding relating to this EULA will be instituted exclusively in a state or federal court in the State of Minnesota. The parties will submit to the exclusive jurisdiction of, and accept that venue is proper in, these courts in any such legal action or proceeding. When executed in writing, this EULA may be executed in multiple counterparts, each of which is deemed an original, but all of which taken together constitute the same instrument. For purposes of execution and delivery, each party may rely upon the electronic signature of the other party. Land O’Lakes has the right to (as to itself) effect an Assignment. “Assignment” means any purported assignment or transfer, directly or indirectly, of this EULA by a party whether a party assigns this EULA by way of merger, license or sale of assets to which this EULA relates, or otherwise. You do not have the right to effect an Assignment, except with the prior express written consent of Land O’Lakes which consent may be withheld in its sole and absolute discretion. This EULA will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any Assignment or other purported assignment in contravention of terms of this Section will be void and unenforceable. Land O’Lakes’ failure to perform hereunder will be excused to the extent such performance is rendered impossible by strike, pandemic (including SARS-CoV-2), fire, flood, or other act of nature, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of Land O’Lakes. This EULA will not be construed as creating a relationship of employment, agency, partnership, joint venture, or any other form of legal association. Neither party has any power to bind the other party or to assume or to create any obligation or responsibility on behalf of the other party. This EULA will not confer any rights or remedies upon any person other than the parties, Land O’Lakes’ affiliates and their respective successors and permitted assigns and the
indemnified parties (with respect to indemnification). Any notices provided hereunder will be in writing and will be deemed to have been duly given when delivered, or three (3) days after mailing by U.S. certified mail, return receipt requested, postage prepaid, addressed to the following addresses: if to Land O’Lakes: Land O’Lakes, Inc., Attention: Member Relations, P.O. Box 64101, St. Paul, Minnesota 55164-0101 with a copy to: Land O’Lakes, Inc., Attention: Law Department – MS 2500, P.O. Box 64101, St. Paul, MN 55164-0101; and, if to you: to the last address you gave us. This EULA and the Services Agreement(s) constitute the entire agreement between the parties with respect to its subject matter and as of the date of agreement by you supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals, whether written or oral, relating to its subject matter (subject to the exceptions in Section 3.2). Except for modifications made by us to this EULA as noted in the recitals, no modification of this EULA and no waiver of any breach of this EULA will be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. The Uniform Computer Information Transactions Act will not apply to this EULA, or any business conducted pursuant to it, regardless of when and however adopted, enacted and amended under the Laws of any jurisdiction. Where “including” is used herein it means “including but not limited to”.