21. TERMINATION. Licensee may terminate this Agreement at any time without cause. AgJunction may terminate this
Agreement on 30 days notice to Licensee if Licensee fails to materially comply with each provision of this
Agreement unless such default is cured within the 30 days. Any such termination by a party shall be in addition to
and without prejudice to such rights and remedies as may be available, including injunction and other equitable
remedies. Upon receipt by Licensee of written notice of termination from AgJunction or termination by Licensee,
Licensee shall at the end of any notice period (a) cease using the Software; and (b) return to AgJunction (or destroy
and provide a certificate of a Senior Officer attesting to such destruction) the Software and all related material and
any magnetic or optical media provided to Licensee. The provisions of Sections 6), 7), 8), 9), 10), 15), 21), 26) and 27)
herein shall survive the expiration or termination of this Agreement for any reason.
22. EXPORT RESTRICTIONS. Licensee agrees that Licensee will comply with all export control legislation of Canada,
the United States, Australia and any other applicable country's laws and regulations, whether under the Arms
Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations, the
regulations of the United States Departments of Commerce, State, and Treasury, or otherwise as well as the export
control legislation of all other countries.
23. PRODUCT COMPONENTS. The Product may contain third party components. Those third party components may
be subject to additional terms and conditions. Licensee is required to agree to those terms and conditions in order to
use the Product.
24. FORCE MAJEURE EVENT. Neither party will have the right to claim damages as a result of the other's inability to
perform or any delay in performance due to unforeseeable circumstances beyond its reasonable control, such as
labor disputes, strikes, lockouts, war, riot, insurrection, epidemic, Internet virus attack, Internet failure, supplier
failure, act of God, or governmental action not the fault of the non-performing party.
25. FORUM FOR DISPUTES. The parties agree that the courts located in the State of Kansas and the courts of appeal
there from will have exclusive jurisdiction to resolve any disputes between Licensee and AgJunction concerning this
Agreement or Licensee's use or inability to use the Software and the parties hereby irrevocably agree to attorn to the
jurisdiction of those courts. Notwithstanding the foregoing, either party may apply to any court of competent
jurisdiction for injunctive relief.
26. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Kansas, exclusive of any of its
choice of law and conflicts of law jurisprudence.
27. CISG. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this
Agreement or any transaction hereunder.
28. GENERAL. This is the entire agreement between Licensee and AgJunction relating to the Product and Licensee's
use of the same, and supersedes all prior, collateral or contemporaneous oral or written representations, warranties
or agreements regarding the same. No amendment to or modification of this Agreement will be binding unless in
writing and signed by duly authorized representatives of the parties. Any and all terms and conditions set out in any
correspondence between the parties or set out in a purchase order which are different from or in addition to the
terms and conditions set forth herein, shall have no application and no written notice of same shall be required. In
the event that one or more of the provisions of this Agreement is found to be illegal or unenforceable, this
Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect.
SLite_UG_D1.book Page 43 Monday, December 23, 2013 2:14 PM
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