GENERAL TERMS OF USE

Last Modified: June 23rd, 2026

Acceptance of the Terms of Use

These terms of use are entered into by and between you and TELLIA SOLUTIONS, INC. ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms"), govern your access to and use of telia.com, our public website https://tellia.com (our “Website”), as well as, if you are a registered subscriber to our Voice Assistant for Agriculture services, of our Agricultural Management System platform accessible at https://dashboard.tell-ia.com/ (our “Platform”).

Please read the Terms below carefully before you start to use the Website and Platform (as applicable. 

THESE TERMS OF USE TAKE EFFECT AT THE EARLIEST OF: (I) WHEN YOU CLICK “I ACCEPT” OR ANY EQUIVALENT BUTTON; OR (II) WHEN YOU FIRST ACCESS OR USE THE WEBSITE AND/OR PLATFORM (the “Effective Date”). BY ACCEPTING, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM, AND OUR PRIVACY POLICY, FOUND AT TELLIA.COM/PRIVACY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE, YOU MUST NOT USE OUR WEBSITE AND/OR PLATFORM. 

This Website and our Platform are offered and available to users who are 18 years of age or older. By using this Website and/or our Platform, you represent and warrant that you are of legal age to form a binding contract with the Company. If you do not meet the above requirement, you must not access or use the Website and/or our Platform (as applicable).

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website and Platform thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction section will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website and Platform. 

Your continued use of the Website and/or Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. 

Accessing the Website and/or Platform and Account Security

We reserve the right to withdraw or amend this Website and our Platform, and any service or material we provide on the Website and/or Platform (as applicable), in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website and/or Platform is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website and/or Platform or the entire Website and/or Platform.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Website and/or Platform.

  • Ensuring that all persons who access the Website and/or Platform through your internet connection are aware of these Terms and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with the Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Intellectual Property Rights

The Website and Platform, and their entire respective contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Website and Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website and/or Platform, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

  • You may print one copy of a reasonable number of pages of the Website and/or Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from this site.

  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website, the Platform or any services or materials available through the Website and/or Platform (as applicable). 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website and/or Platform in breach of the Terms, your right to use the Website and/or Platform (as applicable) will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website and/or Platform or any content on the Website and/or Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website and/or Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Trademarks

The Company name and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website and our Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Website and Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website and/or Platform:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 

  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms.

  • To transmit, or procure the sending of, any advertising or promotional material [without our prior written consent], including any "junk mail," "chain letter," "spam," or any other similar solicitation.

  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website and/or Platform, or which, as determined by us, may harm the Company or users of the Website and/or Platform, or expose them to liability.

Additionally, you agree not to:

  • Use the Website and/or Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website and/or Platform, including their ability to engage in real time activities through the Website and/or Platform (as applicable).

  • Use any robot, spider, or other automatic device, process, or means to access the Website and/or Platform for any purpose, including monitoring or copying any of the material on the Website and/or Platform.

  • Use any manual process to monitor or copy any of the material on the Website and/or Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent.

  • Use any device, software, or routine that interferes with the proper working of the Website and/or Platform.

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website and/or Platform, the server on which the Website and/or Platform is stored, or any server, computer, or database connected to the Website and/or Platform. 

  • Attack the Website and/or Platform via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Website and/or Platform.

User Contributions

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms.

Any User Contribution you post to the platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. 

You represent and warrant that: 

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

  • All of your User Contributions do and will comply with these Terms. 

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform. 

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform. 

  • Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. 

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.

  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

  • Impersonate any person or misrepresent your identity or affiliation with any person or organization. 

  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers. 

Reliance on Information Posted

The information presented on or through the Website and/or Platform (as applicable) is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website and/or Platform, or by anyone who may be informed of any of its contents.

The Website and Platform may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website and Platform

We may update the content on the Website and/or Platform from time to time, but their respective content is not necessarily complete or up-to-date. Any of the material on the Website and/or Platform may be out of date at any given time, and we are under no obligation to update such material. 

Information About You and Your Visits to the Website and/or Platform

All information we collect on the Website and/or Platform is subject to our Privacy Policy. By using the Website and/or Platform (as applicable), you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

Linking to the Website and/or Platform, and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. 

Our Website and Platform may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on the Website and/or Platform.

  • Send emails or other communications with certain content, or links to certain content, on the Website and/or Platform.

  • Cause limited portions of content on the Website and/or Platform to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.

  • Cause the Website and/or Platform or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

  • Link to any part of the Website and/or Platform other than the homepage.

  • Otherwise take any action with respect to the materials on the Website and/or Platform that is inconsistent with any other provision of these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion. 

Links from the Website and/or Platform

If the Website and/or Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website and/or Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website and/or Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE AND/OR PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON EITHER OF THEM, OR ON ANY WEBSITE LINKED TO EITHER OF THEM.

YOUR USE OF THE WEBSITE, THE PLATFORM, THEIR RESPECTIVE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE AND/OR PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, THE PLATFORM, THEIR RESPECTIVE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE AND/OR PLATFORM OR THE SERVER THAT MAKES OUR WEBSITE AND/OR PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, THE PLATFORM, ANY WEBSITES LINKED TO THE WEBSITE AND/OR PLATFORM, ANY CONTENT ON THE WEBSITE, THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website and/or Platform, including, but not limited to, your User Contributions, any use of the Website's and/or Platform’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website and/or Platform (as applicable).

Governing Law and Jurisdiction

All matters relating to the Website, the Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Website and/or Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE AND/OR PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. 

Entire Agreement

These Terms, our Privacy Policy, and our Copyright Policy constitute the sole and entire agreement between you and Tellia regarding the Website and/or Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and Platform. 

Your Comments and Concerns

The website and Platform are operated by TELLIA France SAS with an address at 35 rue des Chantiers, 78000 Versailles, FRANCE.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set out therein.

All other feedback, comments, requests for technical support, and other communications relating to the Website and/or Platform should be directed to: privacy@tell-ia.com

TERMS OF SERVICE (REGISTERED USERS)

TELLIA TERMS OF SERVICE

Last Modified: June 23rd, 2026

Acceptance of the Terms of Service

Please read the Terms below carefully before you start to use our Services. THESE TERMS OF SERVICE TAKE EFFECT AT THE EARLIEST OF: (I) WHEN YOU CLICK “I ACCEPT” OR ANY EQUIVALENT BUTTON; OR (II) WHEN YOU FIRST ACCESS OR USE THE SERVICES (the “Effective Date”). BY ACCEPTING, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, YOU MUST NOT USE OUR SERVICES. 

Our Services are offered and available to users who are 18 years of age or older. By using our Services, you represent and warrant that you are of legal age to form a binding contract with the Company. If you have subscribed to our services on behalf of your organization, then you hereby represent that you have the authority to engage your organization. If you do not meet the above requirements, you must not access or use our Services.

  1. Applicability

  1. These terms of service are entered into by and between you (“Customer” or “You”) and TELLIA SOLUTIONS, INC. ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Service"), govern your access to and use of our Voice Assistant for Agriculture services through our Agricultural Management System platform accessible at https://dashboard.tell-ia.com/ (our “Services”).

  2. The accompanying order confirmation (the "Order Confirmation") and these Terms of Service comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms of Service, on the one hand, and the Order Confirmation, on the other hand, these Terms of Service shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control.

  3. These Conditions for Services prevail over any of Customer's general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms of Service.

2. Definitions.

"Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"AI Customer Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through an AI Feature, including for purposes of creating Customer Customizations.

"AI Customer Output" means information, data, materials, text, images, code, works, or other content generated by or otherwise output from an AI Feature in response to an AI Customer Input.

"AI Feature" means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology, including in particular agronomic recommendations, and yield, weather or market predictions.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment [capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

"API" means any application programming interface Company makes available in connection with the Services as reflected in the Order Confirmation.

"Authorized User" means, in case Customer is a legal entity, Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms of Service and (ii) for whom access to the Services has been purchased. Customer shall be responsible for any violation of these Terms of Service by any Authorized User.

“CCPA/CPRA” means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and the regulations issued thereunder.

"Company IP" means the Services, the AI Features, the AI Technology, including its models, weights and parameters, Customer Customizations, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from Company's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

"Customer Customizations" means modifications, enhancements, refinements, adaptations, customizations, and derivative works of the Services, including anyAI Features, created or developed by Customer or its Authorized Users through fine-tuning, grounding, or similar methods described in the Documentation.

"Customer Data" means, other than Aggregated Statistics, AI Customer Input and AI Customer Output/information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, and any outputs based thereon or derived therefrom, including AI Customer Input and AI Customer Output. 

"Documentation" means Company's end user documentation relating to the Services available on the Client Hub.

“EU AI Act” means Regulation (EU) 2024/1689 of 13 June 2024 laying down harmonized rules on artificial intelligence.

“Personal Information” has the meaning given in the CCPA/CPRA or the equivalent term in any other comprehensive state consumer privacy law applicable to you.

"Services" means the software-as-a-service offering provided by Company under these Terms of Service and as set forth in the Order Confirmation, including the AI Features and any APIs. 

“State Privacy Laws” means, collectively the CCPA/CPRA and any other comprehensive state consumer privacy law applicable to you from time to time.

"Third-Party Products" means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

"Training Data" means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of Company to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services, except for Customer Data.

3. Services. Company shall provide the services to Customer as described in the Order Confirmation (the "Services") in accordance with these Terms of Service.

3.1 Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of these Terms of Service, Company hereby grants Customer a personal, non-exclusive, non-transferable, non-sublicenseable, revocable right to access and use the Services and AI Features, including to create Customer Customizations in accordance with the Documentation, and access and use Customer Customizations during the Term, solely for your personal, non-commercial use,  in accordance with the terms and conditions herein and the Documentation. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. 

3.2 Documentation License. Subject to the terms and conditions contained in these Terms of Service, Company hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

3.3 Use Restrictions. Customer shall not, and not permit any Authorized User nor any third party to, use the Services, AI Features, or Customer Customizations for any purposes beyond the scope of the access granted in these Terms of Service. Customer shall not, not shall Customer permit any Authorized User or any third party, at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part, except to create Customer Customizations in accordance with this Agreement and the Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, AI Features, Customer Customizations, or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) reproduce Training Data other than Customer Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part, except where such acts are expressly permitted by mandatory law (e.g. 17 U.S.C. § 1201(f) for limited interoperability purposes); (v) remove any proprietary notices from the Services or Documentation; (vi) access or use the Services or any AI Customer Output to develop, train, or improve any other AI Technology, except that you may use AI Customer Output to create Customer Customizations in accordance with these Terms of Service and the Documentation; (vii) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any AI Customer Output; (viii) remove any proprietary notices from the Services or Documentation; or (ix) use the Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

EU AI Act. Pursuant to Article 2 of the EU AI Act, certain prohibitions in Article 5 of the EU AI Act may apply to the use of AI systems, regardless of where the provider or deployer is established, where the AI Output is used in the European Union. Accordingly, you undertake not to use, and to ensure that no Authorized User or third party shall not use, the AI Features for any of the following practices:

  • subliminal or manipulative techniques materially distorting a person’s behavior in a manner causing or likely to cause harm;

  • exploitation of the vulnerabilities of a person or group of persons (age, disability, social or economic situation);

  • social scoring of natural persons;

  • predicting the risk of a person committing a criminal offense based solely on profiling;

  • untargeted scraping of facial images to create or expand facial recognition databases;

  • emotion recognition in workplace or educational settings, save in the limited cases authorized by the EU AI Act;

  • biometric categorization inferring sensitive characteristics (ethnic origin, political opinions, religious beliefs, sexual orientation, etc.);

  • real-time remote biometric identification in publicly accessible spaces, save where strictly authorized by the EU AI Act.

You also undertake not to, and shall procure that every Authorized User shall not, use the AI Features in violation of any applicable US federal or state law, including any law restricting the use of AI in employment decisions (e.g. New York City Local Law 144), in housing, in healthcare, or in consumer credit (including the Fair Credit Reporting Act and the Equal Credit Opportunity Act).

Any breach of the above paragraphs of Section 3.3 constitutes a material breach entitling us to suspend the Services and to terminate these Terms of Service with immediate effect.

3.4 Reservation of Rights. Company reserves all rights not expressly granted to Customer in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.

3.5 Suspension. Notwithstanding anything to the contrary in these Terms of  Service, Company may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Customer's or any Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of Company; (C) Customer, or any Authorized User, is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 7.1(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

3.6 Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Service, Company may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. We do not use your AI Inputs or AI Outputs to train, validate or improve our AI Technology. We may, however, generate aggregated and anonymized statistics from your use of the Service – from which you cannot be re-identified – for analytics, security and Service improvement purposes. Such aggregated statistics belong to us.

4. AI Act Compliance and Transparency

4.1 Classification. We have carried out an internal classification of the AI Features against the EU AI Act. As of the Effective Date, we consider that the AI Features do not constitute a high-risk AI system within the meaning of Articles 6 and 7 and Annex III of the EU AI Act. This classification may evolve based on developments of the Service or applicable guidance.

4.2 Transparency. Where applicable:

  • when you interact with a conversational AI Feature, you are informed that you are interacting with an AI system, save where this is obvious from the context;

  • where the AI Features generate synthetic content (text, image, audio, video), such content is marked, where technically feasible, in a way that allows it to be identified as AI-generated;

  • where AI Outputs constitute a “deepfake” within the meaning of Article 3(60) of the EU AI Act, you are clearly informed of the artificial nature of the content.

Where you share AI Outputs publicly, including on social media, you undertake to comply with any transparency obligation that may apply to you, including (where AI Outputs are accessible in the European Union) any transparency obligation under the EU AI Act applicable to you as deployer, and (in the United States) any state law specifically regulating synthetic media (e.g. California AB 730 / AB 2655 on deceptive election deepfakes, Texas SB 751 on election-related synthetic media).

4.3 AI literacy. We make AI literacy resources available in the Documentation, including information about the capabilities, limitations and good practices for using the AI Features. We encourage you to consult them.

5. Customer's Obligations. 

5.1 General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. 

5.2 Compliance with Laws. Customer and its Authorized Users shall comply with all laws, rules, and regulations applicable to their access and use of the AI Features and generation, use, and distribution of AI Customer Output.

5.3 Use of AI Features and AI Customer Output. Customer is solely responsible for (a) evaluating suitability of the AI Features for Customer's intended use; (b) Customer's and its Authorized Users' use and operation of the AI Features in accordance with relevant standards, including ensuring human oversight and monitoring; (c) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to Customer's use before using, distributing, or relying on the AI Customer Output; and (d) Customer's decisions, actions, and omissions in reliance or based on the AI Customer Output. 

Use of AI Outputs. You acknowledge and accept that:

  • AI Outputs are produced probabilistically and may contain inaccuracies, omissions, biases or outdated information (commonly referred to as “hallucinations”);

  • AI Outputs are provided for informational purposes only and do not constitute professional advice. They do not replace the advice of a qualified agronomist, certified crop adviser, licensed veterinarian, plant pathologist or any other regulated professional;

  • you remain solely responsible for any decision, action or omission you take based on AI Outputs;

  • before acting on AI Outputs in a way that could materially affect your crops, livestock, equipment, finances or the environment, you should verify the information, consult a qualified professional where appropriate, and exercise your own judgment;

  • AI Outputs concerning the identification of plant species, pests, diseases or recommended treatments may be inaccurate; misuse of pesticides, fertilizers or other inputs based on AI Outputs may violate federal and state law (including the Federal Insecticide, Fungicide, and Rodenticide Act – FIFRA, and equivalent state pesticide laws) and may damage your crops, the environment or third parties.

5.3 Personal Information of third parties. You undertake not to submit, through the AI Features, Personal Information concerning third parties without an appropriate lawful basis under applicable State Privacy Laws and without having informed those third parties where required. You further undertake not to submit sensitive Personal Information (as defined under the CCPA/CPRA or equivalent state laws) unless the AI Features are expressly designed to receive such data.

5.4 Photographs and bystanders. Where the AI Features allow you to upload photographs (e.g. of plants, plots or pests), you undertake to take reasonable care to avoid capturing identifiable persons. If a photograph nevertheless contains identifiable individuals, you confirm that you have either obtained their consent or have another lawful basis for sharing the image. Particular care is required in jurisdictions with biometric privacy statutes (e.g. the Illinois Biometric Information Privacy Act – BIPA, the Texas CUBI, or the Washington biometric statute).

5.5 Third-Party Products. Company may from time to time make Third-Party Products available to Customer. For purposes of these Terms of Service, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in the Order Confirmation. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. 

6. Service Levels. Subject to these Terms ofr Service, Company shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out or incorporated by reference in the Order Confirmation.

7. Fees and Payment.  

7.1 Fees. In consideration of the provision of the Services by Company and the rights granted to Customer under these Terms of Service, Customer shall pay the fees set forth in the Order Confirmation without offset or deduction. Customer shall pay all invoiced amounts due to Customer within 30 days from the date of Company's invoice, unless provided otherwise in the Order Confirmation. Customer shall make all payments hereunder in US dollars. If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Company may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

7.2 Taxes. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

7.3 Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Company may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Company with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 7.1. Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of these Terms of Service and for a period of two years after the termination or expiration of these Terms of  Service.

8. Confidential Information.  From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under these Terms of Service and/or Order Confirmation, including to make required court filings. On the expiration or termination of the Services, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of the Services and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Services for as long as such Confidential Information remains subject to trade secret protection under applicable law.

9. Intellectual Property Ownership; Feedback.

9.1 Company IP. Customer acknowledges that, as between Customer and Company, [subject to Section 9.3 with respect to Customer Data incorporated into Customer Customizations, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP, the AI Features, the AI Technology and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Company hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Company IP and Third-Party Products solely to the extent incorporated into and necessary for you to use and otherwise exploit the AI Customer Output solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. 

You acknowledge that:

  • given the probabilistic nature of AI Technology, identical or similar AI Outputs may be generated for other users in response to similar AI Inputs;

  • the legal status of AI Outputs under U.S. copyright is not fully settled. The U.S. Copyright Office has stated that purely AI-generated content lacks the human authorship required for copyright protection (Compendium of U.S. Copyright Office Practices, Third Edition; Copyright Office Statement of March 16, 2023). Copyright protection of AI Outputs is therefore not guaranteed;

  • certain AI Outputs may include or derive from content subject to third-party rights, including open source licenses.

9.2 Customer Data. Company acknowledges that, as between Company and Customer, to the extent permitted by applicable law, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 9.3 with respect to Company IP and Third-Party Products incorporated into AI Customer Output and subject to the license granted herein. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Company to provide the Services to Customer and (ii) use, modify, and adapt only aggregated and anonymized AI Customer Input and AI Customer Output to train, develop, adapt, modify, enhance, or improve the Services, including the AI Features. Customer hereby grants to Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

9.3 Customer Customizations. Notwithstanding Section 9.1, Customer shall have the exclusive right to access and use Customer Customizations solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. We will not, and we will not allow any third party to, access or use Customer Customizations during or after the Term of these Conditions for Services, except as necessary for us to fulfill our obligations to you under these Terms of Service or comply with applicable law.

9.4 Feedback. If you or any other Authorized User sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto other than Customer Customizations, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Company on Customer's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

10. Limited Warranty and Warranty Disclaimer.  

10.1 Company Warranty.

Company warrants that, during the Term, the Services will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation and this Agreement. Company does not make any representations or guarantees regarding uptime or availability of the Services except as expressly set forth in the Tellia Service Level Agreement (available at Tellia Service Level Agreement) and/or the applicable Order Confirmation. The service credits set forth in the Tellia Service Level Agreement are Customer's sole and exclusive remedy, and Company's sole liability, for any failure to meet the service levels; the remedies set forth in Section 10(b) are Customer's sole remedies for any other breach of the limited warranty set forth in this Section 10(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS AND CUSTOMER CUSTOMIZATIONS.

10.2 Customer Warranty. You represent, warrant, and covenant that you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data (other than AI Customer Output) so that, as received by Company and processed in accordance with these Terms of Service, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

THE SERVICES, THE COMPANY IP AND THE AI CUSTOMER OUTPUT ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, COMPANY'S AND THIRD-PARTY PROVIDERS' VIEWS, AND (VI) ARE NOT PROFESSIONAL AGRONOMIC, VETERINARY, MEDICAL, LEGAL, FINANCIAL OR SCIENTIFIC ADVICE.

WE DO NOT WARRANT THAT THE AI FEATURES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, WILL ACHIEVE ANY PARTICULAR RESULT, WILL BE COMPATIBLE WITH ANY SPECIFIC ENVIRONMENT, OR THAT AI OUTPUTS WILL MEET YOUR SPECIFIC NEEDS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Indemnification. Customer shall indemnify, hold harmless, and, at Company's option, defend Company from and against any Losses resulting from any Third-Party Claim that the AI Customer Input or other Customer Data other than AI Customer Output, or the processing or any other use thereof in accordance with these Terms of Service, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms of Service; (iii) Customer Customizations; (iv) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; or (v) modifications to the Services not made by Company, provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

  1. Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES AND THESE TERMS OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THESE TERMS OF SERVICE IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS GREATER. 

THE LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; FOR DEATH OR PERSONAL INJURY; OR FOR ANY OTHER MATTER WHERE LIMITATION WOULD BE UNENFORCEABLE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. Term and Termination. 

13.1 Term. The term of these Terms of  Service begins on the date mentioned in the Order Confirmation and, unless terminated earlier pursuant to these Terms of Service's express provisions, will continue in effect for the term set forth in the Order Confirmation.

13.2 Termination. In addition to any remedies that may be provided under these Terms of Service, Company may terminate these Terms ofService with immediate effect upon written notice to Customer, if Customer:

  1. fails to pay any amount when due under the applicable Order Confirmation;

  2. has not otherwise performed or complied with any of the terms of these Terms of Service, in whole or in part; or

  3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

13.3 Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms of Service, Customer shall immediately discontinue use of the Company IP and, without limiting Customer's obligations under Section 8, Customer shall delete, destroy, or return all copies of the Company IP and certify in writing to Company that the Company IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Following expiration or termination of this Agreement, Company will permanently delete Customer Data and Customer Customizations from the Services and all systems Company controls, unless otherwise required by applicable law. Notwithstanding the foregoing and for the avoidance of doubt, Company shall not be obligated to delete, destroy, or disable any modifications, developments, or improvements to the Services, including any AI Features resulting from Company's use of Customer Data pursuant to Section 9.2(i).

13.4 Survival. This Section 13.4 and Sections 3.6, 7, 8, 9, 10, 11, 12, 13.3, and 14 survive any termination or expiration of these Terms of Service. No other provisions of these Terms of Service survive the expiration or earlier termination of these Terms of Service.

  1. Miscellaneous.

    1. These Terms of Service, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the provision of the Services and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Service, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms of Service, excluding its Exhibits; (ii) second, the Exhibits to these Terms of Service as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

    2. Notices.All notices, requests, consents, claims, demands, waivers, and other communications in connection with the Services (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the Order Confirmation  (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in the Order Confirmation, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

    3. Force Majeure. In no event shall Company be liable to Customer, or be deemed to have breached these Terms ofService, for any failure or delay in performing its obligations under these Terms ofService, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    4. Amendment and Modification; Waiver. No amendment to or modification of these Terms of Service is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms of Service, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms ofService will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    5. Severability. If any term or provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms ofService or invalidate or render unenforceable such term or provision in any other jurisdiction.

    6. Governing Law. These Terms of Service are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

    7. Forum. Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Notwithstanding the foregoing, mandatory consumer protections of your state of residence (including the State Privacy Laws as applicable) continue to apply where they would offer you greater protection.

    8. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 8 or, in the case of Customer, Section 3.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

    10. No Third-Party Beneficiaries. These Terms of Service are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Service.

    11. Section 230. To the extent the Service makes available content provided by users, Company acts as an interactive computer service provider within the meaning of Section 230 of the Communications Decency Act, 47 U.S.C. § 230, and reserves all protections afforded thereunder.

    12. California Users. Pursuant to California Civil Code § 1789.3, California users are entitled to the following specific consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.

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