1. INTRODUCTION AND LEGAL NATURE OF AGREEMENT

These Terms of Use (hereinafter referred to as the “Terms”) govern the access, use, and engagement of individuals or entities (hereinafter referred to as the “User,” “Owner,” or “you”) with Hebbevu Farms Private Limited (hereinafter referred to as the “Company,” “we,” or “Hebbevu Farms”) and its allied services, platforms, programs, and contractual arrangements. These Terms form a legally binding agreement between the User and the Company with respect to all services rendered by the Company, particularly those related to farm operations, agro-management, plantation management, and rural infrastructure development services. By engaging with the Company either through digital or physical means, entering into a farm management agreement, or otherwise availing of any services offered by the Company, you unconditionally agree to be bound by these Terms. If you do not agree with any provision herein, you must refrain from accessing, using, or engaging with any part of the Company’s services or its platform.

2. PURPOSE AND SCOPE OF ENGAGEMENT

Hebbevu Farms Private Limited specializes in providing end-to-end farm operations, agro-management expertise, and long-term sustainability-driven land development services to individual landowners, estate holders, and agriculture-based investors. The Company, through its designated team, Directors, and appointed personnel, shall manage and operate the farm property owned by the User in accordance with the mutually executed “Farm Operations and Management Agreement.” The scope of engagement includes but is not limited to plantation planning, farm labor management, regulatory compliance, asset maintenance, financial reporting, sustainable farming implementation, and marketing of produce, in accordance with the commercial, ecological, and legal framework defined in the aforementioned agreement.

3. FARM OPERATIONS, SERVICE MODEL, AND DUTIES

The Company undertakes a fiduciary and professional responsibility to carry out the daily operations of the User’s farm with due diligence, transparency, and in accordance with the highest standards of agricultural best practices. This includes managing irrigation systems, planting cycles, soil treatment, harvest logistics, equipment upkeep, livestock supervision (where applicable), and post-harvest handling. Additionally, the Company will oversee workforce recruitment and supervision, ensure legal compliance with applicable labor laws, and act in good faith to preserve the health, productivity, and ecological integrity of the farmland under management. Financial oversight, including recordkeeping, cost analysis, and reporting, will also be undertaken as per the reporting schedule defined in the agreement between the parties.

4. COMPENSATION, INCENTIVES, AND EXPENSE REIMBURSEMENT

As per the governing agreement, the Company shall not charge a management fee for the basic operational oversight of the Owner’s farm. However, the Company shall be entitled to a performance-based incentive equivalent to 30% (thirty percent) of the net profits generated from farm operations, with the remaining 70% being allocated to the Owner. This profit-sharing structure is subject to periodic computation and disbursement on a quarterly or annual basis, as per the mode agreed upon. Furthermore, all pre-approved expenses incurred by the Company in the execution of farm operations—such as purchase of inputs, labor wages, maintenance, and statutory payments—shall be reimbursed by the Owner upon submission of valid proof and corresponding expense records.

5. REPORTING, RECORDKEEPING, AND TRANSPARENCY

The Company shall maintain comprehensive and accurate records of all farm activities, financial transactions, inventories, staff engagements, and operational metrics related to the farm. Daily logs, procurement invoices, produce registers, and compliance documents shall be maintained with care and shall be accessible for review by the Owner at scheduled intervals. Periodic reports—weekly, monthly, or annual—shall be submitted by the Company to ensure full visibility of activities and to facilitate Owner oversight. Any material changes, risk factors, or force majeure events impacting farm operations shall be promptly disclosed to the Owner along with a plan of corrective action.

6. RIGHT OF FIRST REFUSAL (ROFR)

The Owner agrees to grant Hebbevu Farms Private Limited an exclusive Right of First Refusal (ROFR) in relation to any proposed sale, lease, transfer, or alienation of the farm property or any portion thereof. In the event of a third-party offer, the Company must be provided with a written ROFR Notice within two (2) days, enclosing full details of the offer. The Company shall have up to thirty (30) days to evaluate and exercise its ROFR, either by accepting the offer under identical terms or declining to proceed. If no response is received within the stipulated period, the ROFR shall be deemed waived only for that specific transaction. However, if the third-party offer terms are subsequently revised to be more favorable, the Owner must re-offer the same to the Company. This ROFR remains binding for the full term of the agreement and extends for a further fifteen (15) years post-termination unless expressly waived.

7. TERMINATION, EXIT CONDITIONS, AND EARLY WITHDRAWAL

The agreement between the Owner and the Company is designed to run for a minimum term of fifteen (15) years, renewable upon mutual consent. Either party may terminate the agreement with sixty (60) days’ written notice, provided that the minimum term has been completed. If the Owner terminates the agreement prematurely, the Owner shall be liable to pay compensation equivalent to ₹50,000 per remaining year, in addition to reimbursement of any outstanding operational costs. The agreement may also be terminated with immediate effect in cases of gross negligence, fraud, breach of fiduciary duty, or force majeure. Upon termination, the Company shall promptly return all farm-related documents, tools, equipment, and proprietary materials belonging to the Owner.

8. GOVERNING LAW, DISPUTE RESOLUTION, AND ARBITRATION

These Terms, along with all service agreements and operational contracts executed between the Company and the Owner, shall be governed by the laws of the State of Karnataka. Any disputes, conflicts, or claims arising out of or relating to these Terms shall first be subject to amicable negotiation. If unresolved, the dispute shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in English at Bengaluru, and the award passed by the arbitrator shall be final and binding on both parties. Each party shall bear its own legal costs, unless otherwise directed by the arbitrator.

9. CONFIDENTIALITY, NON-CIRCUMVENTION, AND SURVIVAL OF OBLIGATIONS

All commercial discussions, financial records, and operational details disclosed during the term of the agreement shall be held in strict confidence by both parties. Neither party shall circumvent the other, directly or indirectly, in any manner that may undermine the business intent of the agreement. These confidentiality obligations shall survive the termination of the agreement for a period of five (5) years. Additionally, certain provisions—including those relating to ROFR, dispute resolution, compensation for early termination, and proprietary rights—shall remain binding even after the expiration or lawful termination of the engagement.

10. INTELLECTUAL PROPERTY AND FARM DATA OWNERSHIP

All reports, farm activity logs, operational documents, crop yield records, and analytical assessments created during the term of the farm management engagement shall remain the exclusive property of Hebbevu Farms Private Limited, to the extent they represent proprietary methodologies, standard operating procedures, cultivation protocols, or farm development models devised by the Company. However, factual data related to the specific performance of the Owner’s land—such as financial performance, crop outputs, and soil health—shall be jointly owned and made available to the Owner in a timely manner for review, auditing, or compliance purposes. The Owner shall not copy, distribute, commercialize, or disclose any proprietary report format, tool, document template, or branding element developed by the Company without express written permission. This clause ensures that all intellectual property developed by the Company remains protected and that confidential methodologies are not exploited or replicated for competitive or commercial purposes.

11. USE OF PHOTOS, VIDEOS, AND FARM CONTENT FOR PROMOTION

The Owner agrees and grants Hebbevu Farms Private Limited the right to use photographs, video footage, drone captures, or written descriptions of the Schedule Property or its associated farming activities for the purpose of marketing, case studies, training, or educational content, provided such materials do not violate the Owner’s privacy or depict any sensitive information without prior consent. The Company shall retain the right to publish such materials on its website, brochures, presentations, or social media channels as part of its branding and awareness initiatives. Wherever applicable, due credit will be given to the Owner or the farm location without revealing confidential coordinates or financial data. This right shall survive the term of the agreement unless the Owner explicitly revokes this consent in writing for specific content deemed sensitive.

12. FORCE MAJEURE AND NON-PERFORMANCE EVENTS

Neither Hebbevu Farms Private Limited nor the Owner shall be liable for any failure or delay in performing their respective obligations under these Terms or the underlying Farm Management Agreement if such failure is due to force majeure events. These include but are not limited to natural calamities, adverse weather conditions, drought, floods, pest outbreaks, soil degradation, pandemics, political unrest, lockdowns, legal restrictions, or any unforeseen event beyond the reasonable control of the affected party. In such circumstances, both parties agree to cooperate in good faith, mitigate damages, and renegotiate terms if required. The affected party shall notify the other promptly and provide documentary evidence to support the claim of force majeure. During such events, timelines for deliverables, payments, or services shall stand suspended until normalcy is restored.

13. ENVIRONMENTAL SUSTAINABILITY AND FARMING PRACTICES

Hebbevu Farms Private Limited places significant emphasis on environmental stewardship and sustainable land management. Accordingly, the Owner agrees that the Company shall be entitled to implement natural farming practices, regenerative agriculture techniques, organic cultivation strategies, permaculture designs, or any ecologically conscious model deemed appropriate for the health and longevity of the land. The Owner shall not direct or request the Company to engage in chemical-intensive, monoculture-based, or environmentally hazardous practices that may violate eco-agricultural principles or applicable environmental laws. Where required, the Company shall provide documentation of the sustainability models implemented and may also apply for ecological certifications or recognitions under government or private programs, with the Owner’s written consent.

14. NON-SOLICITATION AND EMPLOYEE INTERFERENCE

During the term of the agreement and for a period of one (1) year thereafter, the Owner agrees not to directly or indirectly solicit, hire, or engage any employee, consultant, or third-party vendor who was previously deployed, trained, or contracted by Hebbevu Farms for operations related to the Schedule Property, without prior written consent. This clause is essential to prevent disruption of services, leakage of proprietary know-how, or unauthorized poaching of human resources. In case of any breach, the Owner shall be liable to compensate the Company for any demonstrable losses, transition costs, and reputational damage incurred due to such solicitation.

15. REPRESENTATIONS AND WARRANTIES BY THE OWNER

The Owner represents and warrants that they are the sole and lawful owner of the Schedule Property as defined in the executed Farm Management Agreement and have full legal authority to engage Hebbevu Farms Private Limited for farm operations. The Owner further affirms that the land is free from any encumbrances, disputes, legal proceedings, or conflicting claims that may hinder the fulfillment of this engagement. If the land is co-owned or held in trust or partition, the Owner affirms that all relevant consents have been obtained. Any material misrepresentation or suppression of ownership status, legal title, or land use classification shall constitute a material breach and entitle the Company to suspend or terminate its services without liability.

16. AMENDMENT, SEVERABILITY, AND INTERPRETATION

These Terms may be modified, updated, or amended only through a written agreement duly signed by authorized representatives of both parties. No oral representations or unilateral communications shall constitute a valid modification of these Terms. If any provision of these Terms is found to be unlawful, void, or unenforceable by a court or arbitrator, the remaining provisions shall remain in full force and effect and shall be interpreted in a manner consistent with the commercial intent of the parties. Headings and titles used in these Terms are for convenience only and do not affect the legal interpretation or scope of the provisions.

15. REPRESENTATIONS AND WARRANTIES BY THE OWNER

The Owner represents and warrants that they are the sole and lawful owner of the Schedule Property as defined in the executed Farm Management Agreement and have full legal authority to engage Hebbevu Farms Private Limited for farm operations. The Owner further affirms that the land is free from any encumbrances, disputes, legal proceedings, or conflicting claims that may hinder the fulfillment of this engagement. If the land is co-owned or held in trust or partition, the Owner affirms that all relevant consents have been obtained. Any material misrepresentation or suppression of ownership status, legal title, or land use classification shall constitute a material breach and entitle the Company to suspend or terminate its services without liability.

16. AMENDMENT, SEVERABILITY, AND INTERPRETATION

These Terms may be modified, updated, or amended only through a written agreement duly signed by authorized representatives of both parties. No oral representations or unilateral communications shall constitute a valid modification of these Terms. If any provision of these Terms is found to be unlawful, void, or unenforceable by a court or arbitrator, the remaining provisions shall remain in full force and effect and shall be interpreted in a manner consistent with the commercial intent of the parties. Headings and titles used in these Terms are for convenience only and do not affect the legal interpretation or scope of the provisions.

17. COMPLIANCE WITH THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES, 2011

Hebbevu Farms Private Limited strictly complies with the provisions of the Information Technology Act, 2000, as well as the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (hereinafter referred to as “IT Rules”), to ensure the secure handling, processing, and storage of personal and sensitive data shared by Users, landowners, and stakeholders interacting with the Company’s digital platforms or operations. The Company collects personal information such as names, addresses, identity proofs, financial details, and contact information, solely for lawful and necessary purposes directly related to farm management, legal compliance, and communication. All sensitive personal data is protected through encrypted transmission, access control protocols, and robust data security measures in compliance with ISO/IEC 27001 standards, as prescribed under Rule 8 of the IT Rules. The Company does not disclose such data to third parties except as mandated by law or with the User’s explicit consent. Users have the right to review and correct their data, withdraw consent, or file grievances regarding data handling by contacting the Grievance Officer, whose details are published in the Privacy Policy. Any data breach or unauthorized access shall be reported as per applicable norms, and the Company undertakes to mitigate such incidents through timely response and resolution mechanisms.

18. DATA RETENTION, ACCESS CONTROL, AND LOGGING REQUIREMENTS

In accordance with the Information Technology Act and best industry practices, Hebbevu Farms Private Limited retains User data only for as long as is necessary to fulfill contractual, regulatory, operational, or legal requirements. This includes farm-related documents, KYC submissions, transaction history, payment records, and performance analytics. Access to such data is strictly role-based and limited to authorized personnel on a need-to-know basis. The Company maintains secure server logs, audit trails, and access records to detect unauthorized usage, track modifications, and ensure traceability in line with the Reasonable Security Practices prescribed under the IT Rules. All electronic logs and databases are periodically reviewed and protected through firewalls, intrusion detection systems, and secure authentication layers. Any access or processing of User data for purposes other than those lawfully agreed upon shall be considered a material breach of the Terms and may result in legal action under Sections 43A and 72A of the IT Act, 2000.

19. USER OBLIGATIONS AND PROHIBITED DIGITAL CONDUCT

Users accessing the Company’s digital interfaces—including websites, investor dashboards, communication portals, or cloud-based services—are expected to adhere to the highest standards of digital responsibility and lawful usage. The User shall not upload, transmit, or publish any content that is false, misleading, defamatory, obscene, infringing, or in violation of any applicable law, including the Indian Penal Code, IT Act, or cybercrime statutes. The User is prohibited from attempting unauthorized access, hacking, phishing, introducing malicious software, or manipulating any portion of the Company’s IT infrastructure. Any violation of these digital conduct obligations may result in immediate suspension of access, termination of agreements, and initiation of civil or criminal proceedings under applicable cyber laws, including but not limited to Sections 65, 66, 66C, and 66D of the IT Act. Users shall also be liable for compensatory damages for any loss caused to the Company due to such violations.

20. DIGITAL SIGNATURES, ELECTRONIC COMMUNICATIONS, AND LEGAL VALIDITY

In line with the provisions of the Information Technology Act, 2000, Hebbevu Farms Private Limited recognizes the legal validity of digital signatures, electronic communications, and e-agreements executed via recognized digital means, such as Aadhaar-based OTP, DSC (Digital Signature Certificate), or authorized e-signature providers. All such documents—whether executed for investment, farm operations, or account management purposes—shall be deemed binding and enforceable, provided they are executed in accordance with applicable digital signature standards prescribed under the Act. Users agree that communication transmitted via email, SMS, WhatsApp, or integrated notification systems shall constitute valid notice or service of documents, and waive objections to their admissibility in legal proceedings solely on the grounds of being in electronic form.

21. COMPLIANCE WITH THE DIGITAL PERSONAL DATA PROTECTION ACT, 2023 (DPDP ACT)

Hebbevu Farms Private Limited acknowledges and affirms its obligations under the Digital Personal Data Protection Act, 2023 (hereinafter referred to as the “DPDP Act”), which governs the lawful processing of personal data in India. In accordance with this legislation, the Company acts as a “Data Fiduciary” and processes only such personal data of the User as is necessary, proportionate, and directly related to the specified purposes of service delivery, contractual performance, and legal compliance. Users (as “Data Principals”) are entitled to exercise their rights under the DPDP Act, including the right to access, correct, delete, or nominate a successor for their data, as well as the right to file a grievance or revoke previously granted consent. The Company has instituted data minimization policies, purpose limitation safeguards, consent-based access controls, and grievance redressal mechanisms to fulfill its fiduciary responsibilities. All sensitive data is stored securely and retained only for as long as required for regulatory or operational purposes. Transfers of data, if any, to third-party processors or cloud service providers shall be conducted only with the User’s informed consent and subject to contractual clauses ensuring data security, confidentiality, and lawful processing. The Company shall promptly notify Users and the Data Protection Board of India in the event of any material data breach as required under Section 8 of the DPDP Act.

22. CYBERSECURITY, DIGITAL LIABILITY, AND INDEMNIFICATION FOR BREACHES

The User agrees that Hebbevu Farms Private Limited employs reasonable and industry-compliant technical, physical, and administrative measures to protect its digital assets and User data from unauthorized access, cyberattacks, data corruption, ransomware, hacking attempts, or system intrusions. Not with standing such safeguards, in the event that the User’s negligent conduct—such as use of compromised devices, failure to safeguard login credentials, or deliberate injection of malware—results in a breach of the Company’s digital infrastructure or a third-party claim, the User shall be held liable for any consequential damages, losses, or claims arising therefrom. Similarly, should the Company’s failure to reasonably protect User data—despite adherence to statutory security practices—result in a verified breach that causes quantifiable loss to the User, the Company shall cooperate in mitigating the damage and may, at its discretion, provide appropriate remedy including monetary compensation, regulatory reporting, or third-party arbitration. The User indemnifies the Company and its affiliates from any third-party claims, penalties, or reputational harm arising from illegal usage of the Company’s systems, unauthorized dissemination of data, or deliberate circumvention of technical safeguards. This clause shall survive termination of service and shall be enforceable through civil litigation or arbitration, as applicable under prevailing laws.