HELM AG, Nordkanalstrasse 28, 20097 Hamburg, Germany ("Operator") operates a new independent online precision farming platform that helps the User to manage and share his/her farm operations ("SKYFLD"). These Terms & Conditions User (“T&Cs”) govern the access to SKYFLD for the authorized user(s) (the "User(s)"). The Operator provides the User (User and Operator are hereinafter referred to as "Parties" or each respectively "Party") only with the technical infrastructure.

These T&Cs apply solely for the access to SKYFLD. 

1.    Access to SKYFLD

1.1    Only Users are granted access to the full functionalities of SKYFLD.

1.2    To obtain access to SKYFLD, the User has to create its own unique user account. 

1.3    Each User is given an account with login data ("Access Data") which allows them to use the services on SKYFLD. Only the User may access the account.

1.4    SKYFLD is available at app.skyfld.com (“Landing Page”).

2.    Sign up process / Registration / Access to SKYFLD

2.1    The User can sign up directly on the Landing Page or via the co-branded landing page of an authorized partner of the Operator (“Partner”). Subsequent to setting up the account, the User may enter into a free trial period and/or may choose his/her subscription option as further described under Sec.6.

2.2    Within the sign up process, the User must accept these T&Cs. By acceptance of the T&Cs, the contract between the User and Operator comes into effect and the User is authorized to use SKYFLD, accordingly. The User can review the T&Cs anytime within its user account on SKYFLD.

3.    Operator’s Services for User

3.1    Users can upload their field and farm information and recreate their farm online in their user account. For this farm, the Users can

•    create variable rate seeding maps for the variable application of seeds based on zones the User identifies within their field using a combination of up to ten biomass maps, Yield Maps, and Soil Maps uploaded to the system. 
•    create variable rate fertilization maps for the variable application of fertilizer based on zones the User identifies within their field using a combination of up to ten biomass maps and soil Maps uploaded to the system. 
•    create variable rate Plant growth regulator maps for the variable application of plant growth regulator based on zones the User identifies within their field using a combination of up to ten biomass maps, Yield Maps, and Soil Maps uploaded to the system. 
•    select different crop types, include fertilizer specifications and define further zones and parameters for the respective field, 
•    add yield and/or soil maps,

all based on satellite imagery. 

3.2    The Operator provides instant access to local weather history and a seven (7) day local weather forecast for the User based on the farm(s) address. 

3.3    The User has access to historical biomass maps to track crop health, identify issues during the growing season and monitor crop development over the whole season. The User can access new images regularly updated throughout the year. The image quality can vary depending on the visibly and weather conditions.

3.4    The User can export the created maps to their machinery, for example, to automate the seeding processes (“Exports”).

3.5    The Operator also offers an email service where the Operator regularly informs the User about new biomass maps, fertilizer maps, seeding maps and/or new notices with respect to SKYFLD services. Users can chose to receive these emails or unsubscribe to them at any time in their account settings.

3.6    The Operator offers a support center on SKYFLD for any questions, support requests, faults and/or errors when using SKYFLD. Users will receive a response within 48 hours.

4.    Obligations of the User

4.1    The User undertakes to keep Access Data confidential and must not disclose them to third parties and/or allow third parties to use the Access Data.

4.2    The User may use SKYFLD only in accordance with these SKYFLD T&Cs and, if applicable, the Partner’s terms and conditions (“Partner T&Cs”). In case of any differences in substance, these SKYFLD T&Cs shall prevail.

4.3    The User shall notify the Operator without delay via the support center on SKYFLD in case of any faults, errors, operating restrictions or damages arising out of or threatening from the use of SKYFLD. 

4.4    The User shall not resell or duplicate the services provided on SKYFLD, or otherwise make commercial use the contents or make them available to third parties (in particular market, rent or lease the services for a fee) without the explicit authorization of the Operator except by using the sharing functionality (see below under Sec. 5). In particular, Users may not resell, share or make available the satellite pictures of their fields and the design of their farm. 

4.5    The User may not interfere or attempt to interfere with the proper working of SKYFLD, or disrupt or attempt to disrupt SKYFLD, or circumvent measures that the Operator may use to prevent or restrict access to SKYFLD.

5.    Use of “share” function and change of farm ownership

5.1    With an active account, the User may share his/her account with third parties. Using the share functionality, the User is allowed to add additional Users. 

5.2    A User only has the permission to share all of his/her maps and data with trusted advisors or team members. A User may not share the information with any third party not associated to its business or not using the data in connection with the business on the farm of the User. 

5.3    In order to share the account the User shall provide the email address of the invitee to the Operator. The Operator sends an email directly to the recipient and invites him/her to create an account on SKYFLD.

5.4    The Operator grants the User the option to change the owner of the user account associated with one specific farm. A change in ownership is only permitted twice a year. However, if the User can prove that it must change the ownership, e.g. due to the cancellation of his/her lending contract, or depending on circumstances of the cropping season, a further change in the ownership may be agreed between the Parties. 

6.    Subscription and Billing

6.1    The registration for the use of SKYFLD is free.

6.2    If a free trial license for SKYFLD has been granted, the User has full access to use all functions of SKYFLD for 30 days. Generally, free trial-Users may make two (2) Exports within their 30 days trial period. The details of the free trial may vary from time to time, depending on special offers provided by the Operator and/or the Partner. After the free trial period, the User selects a subscription option as further described below. If no subscription option is chosen, the account and its data will be deleted after six (6) weeks.

6.3    Subsequent to setting up the account or after expiry of its free trial, the User can subscribe for a permanent subscription via one of HELM’s Partners in order to use the full range of functionalities of SKYFLD. The subscription details, their scope, fees and the payment method will be provided by the Partner. The User will receive an invoice from the Partner for the payment of the subscription fees according to the Partner T&Cs. The Partner T&Cs must be accepted by the User prior to entering into a subscription.

7.    Copyright licenses 

7.1    For the free trial, the Operator grants the User a non-exclusive, non-perpetual and non-transferable (with the exception of sharing under the share function under Sec. 5), revocable license to use the services of SKYFLD limited for 30 days. The license permits the individual named User to access, use, perform and display the services under the subscription and use and make a reasonable number of copies of the documentation for its own internal purposes. The scope of the free trial license shall only include two (2) Exports. 

7.2    For subscriptions with costs, the Operator grants the User a non-exclusive, non-perpetual and non-transferable (with the exception of sharing under the share function under Sec. 5), revocable license to use the services of SKYFLD limited for the term of the contract and subject to the respective subscription. The license permits the individual named User to access, use, perform and display the services under the subscription and use and make a reasonable number of copies of the documentation for his/her own internal purposes. 

7.3    The Operator and its subsidiaries are granted the right to use the data produced by the User (for example the field information) unlimited, irrevocable and royalty free. This right shall last after termination of the user account.

8.    Trademark Licenses

8.1    The Operator has copyrights on all pictures and texts published on SKYFLD. A use of the pictures and texts is not permitted without the Operator’s express consent. The User has no permission to use the Trademark’s owned by the Operator outside of SKYFLD, in particular, for purposes of advertisement or marketing. 

8.2    Copyright notices and trademarks may not be changed or deleted.

9.    Liability

9.1    The Operator shall not be liable for any damages in connection with the use of SKYFLD. This does not apply
(a)    for damages due to injury to life, limb, or health based on a breach of duty of the Operator or its legal representatives or vicarious agents; and
(b)    for damages caused by the Operator or its legal representatives or vicarious agents either intentionally or through gross negligence,
for which the Operator will be fully liable. 

9.2    In case of a violation of essential contractual obligations caused by slight negligence, the Operator shall be liable with the exception of the cases listed in Sec.9.1, up to the amount of the damage that is foreseeable for this type of contract. Essential contractual obligations are abstractly obligations on the fulfillment of which allows the proper execution of the agreement in the first place and on the fulfillment of which the contractual parties can regularly rely on. Any other liability of the Operator is excluded.

9.3    The limitation period for claims for damages against the Operator is one (1) year, except in the cases listed in Sec. 9.1.

9.4    The Operator is not liable for the accuracy of information provided on SKYFLD, particularly regarding fertilizing, harvesting, weather forecasts and, in particular, not for any mistakes resulting out the application of information by the User on its fields. The Operator cannot be held liable for unsuccessful farming resulting from using the services on SKYFLD described in Sec. 3.

9.5    The Operator is not liable for any damage that occurs due to access provided to third parties by the User (share functionality).

9.6    The Operator uses the care in line with industry standard for the selection and maintenance of the contents of the database. The completeness, accuracy of the content and the content being up-to-date cannot be guaranteed at all times. Furthermore, Sec. 9.4 applies for all content on SKYFLD.

10.    Data Protection

While using SKYFLD personal data shall be processed in compliance with the applicable data protection regulations and the privacy policy of the Operator, which is available on www.skyfld.com. 

11.    Term of contract and Termination

11.1    The Operator has an extraordinary right to terminate the contract in in the event of a breach of essential obligations under this agreement, in particular in case of a breach of Sec. 5. 

11.2    After termination, further access for the User remains possible through by logging into to its then frozen (i.e. inactive) account. 

11.3    The User can delete its User Account and all data in connection with this account at any time. However, the deletion of the account has no influence on the term of the contract.

11.4    The User's authorization to use SKYFLD shall end

(a)    in the event of a free trial after expiration of the 30 days trial period;
(b)    after the end of the contract term of one year, whereby an upgrade of the subscription is possible at any time and
(c)    in the event of a breach of essential obligations under this agreement, in particular, in case of a breach of Sec. 5, through exclusion from the use of SKYFLD by the Operator.

12.    Final Provisions

12.1    Changes to these T&Cs

(a)    The Operator may change these T&Cs if they are deemed necessary and do not discriminate against the User against good faith. 
(b)    The Operator informs the User about changes to the T&Cs with a notice period of four (4) weeks before they come into effect. The User can object to the changes to the T&Cs within four (4) weeks upon receipt of the notification. The consent to the changes to the T&Cs is deemed to be given if the User does not object or does not object in due time. In the case of objections by the User, the Operator reserves the right to terminate the authorization to use SKYFLD. 

12.2    Should any of the provisions contained herein be or become invalid, in whole or in part, this shall not affect the validity of the remaining provisions hereof. In place of the invalid provision, a provision shall apply that comes as close as possible to what the Parties intended in consideration of economic aspects when concluding this agreement. The same applies if a loophole exists. 

12.3    The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws.

12.4    The contractual language shall be English.

13.    Local specifications

13.1    The European Commission provides a platform for online dispute resolution under ec.europa.eu/consumers/odr/. The Operator’s e-mail address is info(at)skyfld.com for any inquiries in this regard.

As of: February 2021