NuWay Ag — Terms and Conditions

Effective upon acceptance or use of any NuWay Ag product or service.

These Terms and Conditions ("Terms") govern (1) all product purchases made through the NuWay Ag website or direct purchase orders with HLE Drones LLC d/b/a NuWay Ag ("Company"), and (2) all use of the Company's website and online store. By visiting the site, placing an order, or purchasing any product, you ("Customer") agree to be bound by these Terms in their entirety. These Terms apply to all users of the site, including browsers, vendors, customers, merchants, and contributors of content. They shall also apply to all re-orders and future transactions.

1. Products

1.1 Products Customer shall purchase from Company the products and goods listed in the applicable quote, order form, purchase order, or other ordering document ("Purchase Order"). Acceptance of orders of such products is subject to Company's written confirmation. Certain products may be available exclusively online and are subject to limited quantities.

1.2 Product Details Details pertaining to products — such as illustrations, sketches, weights, dimensions, colors, and images contained in brochures, catalogues, or on the website — shall be considered approximate values according to standard industry practices. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right to limit sales to any person, geographic region, or jurisdiction, and to limit quantities on a case-by-case basis.

1.3 Changes and Discontinuation We reserve the right to modify or discontinue any product at any time without notice. Any offer for any product made on this site is void where prohibited.

2. Online Store Terms

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you have given consent for any minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose, nor violate any laws in your jurisdiction. You must not transmit any worms, viruses, or code of a destructive nature. A breach of any of these Terms will result in immediate termination of your access to our services.

3. Delivery

3.1 Time Frame Company will attempt to deliver products within the general time frame provided to Customer. While Company will work to ship products on a reasonable basis, Company cannot guarantee any particular shipment or delivery time.

3.2 Delivery Terms Company shall deliver products to Customer at the address specified by Customer at the cost of Customer. Delivery shall be made EXW (Incoterms 2020) to the address specified by Customer, even in cases where Company agrees to assume transport costs. In the absence of specific instructions, Company, in its sole discretion, shall arrange the delivery method, including but not limited to transportation insurance, mode of transportation, and packaging. Risk of loss transfers to Customer upon handover of products to the shipper or departure from Company's facility.

3.3 Inspection and Acceptance Customer shall inspect all products within 10 days of receipt and provide written notice to Company of any rejection, including a description of any discrepancy or defect. Customer shall not reject products that are without defect and must pay for all non-defective products. Customer shall be deemed to have accepted all products not rejected in writing within 10 days of receipt.

Company shall have the right to confirm any alleged discrepancy or defect. If Company determines products are defective or non-conforming, Company may, in its sole discretion:

(a) replace the non-conforming or defective products with conforming and non-defective products; or

(b) refund to Customer any amounts paid for such defective or non-conforming products in exchange for their return.

4. Fees and Payment

4.1 Payment Terms Customer will pay Company the fees and any other amounts due pursuant to the payment terms detailed in the Purchase Order. Fees are subject to change where order-related costs significantly change prior to delivery, as reasonably determined by Company. Prices for products available on the website are also subject to change without notice.

4.2 Taxes Customer will bear all taxes, duties, value added taxes, and other governmental charges resulting from any Purchase Order or transaction.

4.3 Discounts Discounts are only granted if Company has expressly agreed to them in writing. Discount periods begin on the date of invoicing, regardless of when the invoice is received or delivered. Payments must reach Company 3 banking days before the expiration of the discount period. In the event of a payment default, discount deductions for any other amounts due are forfeited.

4.4 Late Fees Any amount not paid by the due date will be subject to finance charges equal to 1.5% of the unpaid balance per month (or the highest rate permitted by applicable usury law, whichever is less), compounded daily from the date due until the date paid. Customer shall reimburse any costs or expenses, including reasonable attorneys' fees, incurred by Company to collect any late payments.

4.5 No Right of Setoff Customer has no right under these Terms, or by law, to set off, offset, withhold, reduce, deduct from, or refuse to pay any fees due to Company.

4.6 Suspension or Termination for Non-Payment Company may suspend its obligations under any Purchase Order — or terminate the Purchase Order entirely — if (i) Customer fails to timely pay any fees, or (ii) Customer is otherwise in breach of these Terms.

4.7 Billing Accuracy You agree to provide current, complete, and accurate purchase and account information for all transactions. You agree to promptly update your account information, including email address and payment details, so that Company can complete transactions and contact you as needed. Company reserves the right to refuse any order and may limit or cancel quantities purchased per person, per household, or per order.

5. Refunds and Returns

Products are subject to return or exchange only according to our Refund Policy, available at https://nuwayag.com/pages/refund-policy. The remedies set forth in Section 3.3 above and in the Refund Policy shall be the sole and exclusive remedies for non-conforming or defective products.

6. Warranties and Disclaimers

6.1 Limited Warranty Company warrants, for the benefit of Customer only, that products materially conform to the specifications in the applicable Purchase Order.

6.2 Disclaimer of Warranties EXCEPT FOR THE EXPRESS WARRANTY STATED IN SECTION 6.1, COMPANY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND — WHETHER EXPRESS, IMPLIED, OR STATUTORY — AS TO ANY MATTER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. USE OF THE SITE AND ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND.

6.3 Disclaimer of Indirect Damages TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, OR REPLACEMENT COSTS — ARISING OUT OF OR RELATED TO ANY PURCHASE ORDER OR USE OF THE WEBSITE, EVEN IF COMPANY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.

6.4 Cap on Liability COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY PURCHASE ORDER OR USE OF THE SITE — REGARDLESS OF THE THEORY OF LIABILITY — SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Indemnification

Customer agrees to indemnify, defend, and hold harmless NuWay Ag and its officers, directors, employees, agents, affiliates, contractors, licensors, service providers, subcontractors, and suppliers ("Indemnified Parties") from and against any and all claims, liabilities, losses, damages, and expenses — including reasonable attorneys' fees, investigation costs, court costs, and expert witness fees — arising out of or related to:

(a) any uncured breach by Customer of any material representation, warranty, provision, or covenant in these Terms or any Purchase Order;

(b) any noncompliance by Customer with any applicable law, rule, or regulation; or

Customer shall have no indemnification obligation for damages arising out of the Indemnified Party's own negligence, willful misconduct, fraud, or uncured breach of any representation, warranty, or covenant.

8. Intellectual Property and Confidentiality

8.1 Ownership Each party is and shall at all times remain the exclusive owner of its respective trade secrets, formulas, specifications, financial information, pricing strategies, compilations of information, records, artwork, trademarks, graphics, logos, designs, label copy, and any other proprietary or Confidential Information. You may not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service or content on the website without our express written permission.

8.2 Confidentiality "Confidential Information" means all confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party will: (a) use no less than reasonable care to protect the Disclosing Party's Confidential Information and not disclose or use it for any purpose outside the scope of the applicable Purchase Order; and (b) limit access to Confidential Information to employees, contractors, and agents who need such access and who are bound by confidentiality obligations no less stringent than these Terms. The Receiving Party may disclose Confidential Information if compelled by law, provided it gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance to contest such disclosure.

9. User Conduct and Prohibited Uses

In addition to other restrictions set forth in these Terms, you are prohibited from using the site or its content:

(a) for any unlawful purpose or to solicit others to perform unlawful acts;

(b) to violate any international, federal, provincial, or state regulations, rules, or laws;

(d) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on any protected characteristic;

(e) to submit false or misleading information;

(f) to upload or transmit viruses, malware, worms, or any other malicious code;

(g) to collect or track the personal information of others, or to spam, phish, scrape, or crawl the site; or

(h) to interfere with or circumvent the security features of the Service or any related website.

We reserve the right to terminate your use of the Service for violating any of the above.

10. Accuracy, Third-Party Links, and Optional Tools

10.1 Accuracy of Information We are not responsible if information on this site is not accurate, complete, or current. Material on this site is provided for general information only. We reserve the right to modify site content at any time but have no obligation to update information. Historical information is provided for reference only.

10.2 Third-Party Links Certain content, products, and services on our site may include materials from third parties. Third-party links may direct you to websites not affiliated with us. We are not responsible for the content, accuracy, or practices of any third-party websites. Complaints or concerns regarding third-party products should be directed to the applicable third party.

10.3 Optional Third-Party Tools We may provide access to third-party tools over which we have no control or monitoring responsibility. Such tools are provided "as is" without any warranties of any kind. Any use of optional tools is entirely at your own risk. We may offer new services or tools in the future; all such additions shall be subject to these Terms.

11. User Comments and Submissions

If you send creative ideas, suggestions, feedback, or other materials (collectively, "comments"), you agree that we may, at any time and without restriction, edit, copy, publish, distribute, translate, and otherwise use such comments in any medium. We are under no obligation to maintain comments in confidence, pay compensation for comments, or respond to them.

Your comments must not violate any third-party rights, including copyright, trademark, or privacy rights, and must not contain unlawful, abusive, or obscene material or malware. You are solely responsible for the accuracy of any comments you make.

12. Personal Information

Your submission of personal information through our store is governed by our Privacy Policy. Our site is hosted on Shopify Inc., which provides the online e-commerce platform for our store. You understand that your content (excluding credit card information) may be transmitted over various networks. Credit card information is always encrypted during transfer.

For messaging-related terms and privacy practices, please also review our Messaging Terms (https://terms.pscr.pt/legal/shop/dronedeerrecovery/terms_of_service) and Messaging Privacy Policy (https://terms.pscr.pt/legal/shop/dronedeerrecovery/privacy_policy).

13. General Provisions

13.1 Assignability Customer may not assign its rights, duties, or obligations under any Purchase Order without Company's prior written consent. We reserve the right to assign our rights and obligations without restriction.

13.2 Independent Contractor Company is and shall act as an independent contractor. Nothing in these Terms constitutes a partnership, joint venture, or agency between the parties. These Terms are not for the benefit of any third party.

13.3 Non-Exclusive Relationship The relationship between the parties is non-exclusive. Either party may enter into similar arrangements with any other party during or after the term of any Purchase Order.

13.4 Modifications to Terms Company reserves the right to update and change these Terms at any time by posting a new version on the Company's website. It is your responsibility to review these Terms periodically. Your continued use of the site following any posted changes constitutes acceptance of those changes.

13.5 Competing Terms No terms or conditions stated by Customer shall be binding on Company unless expressly accepted in writing by Company.

13.6 Severability If any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law. The unenforceable portion shall be deemed severed from these Terms without affecting the validity and enforceability of any other provisions.

13.7 Waiver The failure of Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.8 Entire Agreement These Terms, together with any Purchase Order and policies or operating rules posted on this site, constitute the entire agreement between the parties regarding the subject matter herein and supersede any prior or contemporaneous agreements, communications, and proposals, whether oral or written. Any ambiguities shall not be construed against the drafting party.

13.9 Force Majeure No party shall be deemed in breach of these Terms for any failure to perform its obligations (excluding payment obligations) caused by a Force Majeure event. "Force Majeure" includes, but is not limited to, acts of God, wars, pandemics, national emergencies, strikes, fires, floods, riots, insurrections, accidents, transportation delays, or restrictions imposed by law or government agencies beyond the party's control.

13.10 Termination These Terms are effective unless and until terminated by either party. Company may terminate your access at any time, without notice, if you fail or are suspected to have failed to comply with any provision of these Terms. Upon termination, all amounts owed to Company remain due and payable. Obligations incurred prior to termination shall survive.

14. Governing Law and Jurisdiction

For all product purchases and Purchase Orders, these Terms shall be interpreted, construed, and enforced in accordance with the laws of the State of Ohio, without regard to any conflict of law provisions. Each party irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Holmes County, Ohio, for any action arising out of or related to a Purchase Order.

For general website use and online store terms not related to a specific Purchase Order, these Terms shall be governed by and construed in accordance with the laws of the United States.

15. Contact Information

Questions about these Terms and Conditions should be sent to:

nuWay Ag 9060 Cement Bridge Rd NW Dundee, OH 44624 (234) 271-2767 sales@nuwayag.com