Terms and Conditions

These Terms of Use apply when you use the products and services of FruitfulAI AG or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and website (“Services”). The Terms include our Usage Policies, and other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.

1. Registration and Access

You must be 18 years or older and able to form a binding contract with FruitfulAI AG to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

2. Usage Requirements

(a) Use of Services. You may access, and we grant you a non- exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services. (b) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you. (c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use the Services to develop foundation models or other large scale models that compete with FruitfulAI AG; (iv) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; or (v) buy, sell, or transfer API keys without our prior consent. You will comply with any rate limits and other requirements in our documentation. (d) Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

3. Data

(a) Fruitful Data: The Services of FruitfulAI AG rely on data of the farming or lab environment of the Client. Such data may include air quality data (e.g., temperature, humidity, CO2), water quality data (e.g., pH, EC, temperature), video, photos, plant data (e.g., temperature, health metrics), luminosity, etc. (together the Fruitful Data). Please note that FruitfulAI AG will not always monitor and process all these types of data. The exact type end extent of the data to be registered and transmitted to Fruitful will be agreed upon between the Parties individually in the course of the provision of the Services. (b) Personal data: The Client shall ensure that the Farm Data does not contain still or video images of natural persons (e.g., by placing cameras in a way that no passing persons are identifiable). (c) Data processing: FruitfulAI AG depends on having sufficient data from different clients to provide its services. The more data FruitfulAI AG can access, the better FruitfulAI AG’s services will be. As all data from other farms, the Fruitful Data provided by the Client will be analyzed and processed in FruitfulAI AG’s systems to further improve the services of FruitfulAI AG. The Client hereby gives FruitfulAI AG the irrevocable right to store, process, analyze, modify or otherwise use and exploit the Farm Data for its own commercial purposes for an unlimited amount of time, also after termination of this Agreement. In particular, the Client agrees that the Farm Data will be used by FruitfulAI AG to improve their software, software models, and their services in general. Fruitful will use the Farm Data only internally and not disclose it to any third parties (except in anonymized form). (d) Use of Content to Improve Services. One of the main benefits of machine learning models is that they can be improved over time. To help FruitfulAI AG provide and maintain the Services, you agree and instruct that we may use Fruitful Data to develop and improve the Services. We use Machine Learning to provide you with individual advice, tailored offers and information about our products and services as well as for marketing purposes. If you do not want us to use your personal data for the above mentioned purposes, please contact support@fruitful.ag. In this case, FruitfulAI AG will no longer suggest any tailored services or marketing information based on Machine Learning to you. Please note that in some cases this may limit the ability to use our Services. (e) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to the address below. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers. FruitfulAI AG Höhenstrasse 11 8954 Geroldswil Switzerland support@fruitful.ag Written claims concerning copyright infringement must include the following information: • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest; • A description of the copyrighted work that you claim has been infringed upon; • A description of where the material that you claim is infringing is located on the site; • Your address, telephone number, and e-mail address; • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

4. Fees and Payments

(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize FruitfulAI AG and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in Swiss Francs and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement. (b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. (c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 30 days after they are posted, except for increases made for legal reasons or increases made by third-party providers, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes. (d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact support@fruitful.ag within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment. (e) Free Tier. You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.

5. Confidentiality, Security and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of FruitfulAI AG. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that FruitfulAI AG designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to FruitfulAI AG and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible. (b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact FruitfulAI AG and provide details of the vulnerability or breach. (c) Processing of Personal Data. If your use of the Services involves processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you are governed by the GDPR or CCPA and will be using FruitfulAI AG for the processing of “personal data” as defined in the GDPR or “Personal Information,” please contact support@fruitful.ag.

6. Term and Termination

(a) Termination. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. (b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-8.

7. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law. (b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON- INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. (c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED SWISS FRANCS (CHF 100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS: (a) MANDATORY ARBITRATION. You and FruitfulAI AG agree to resolve any claims relating to these Terms or our Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by emailing support@fruitful.ag within 30 days of agreeing to these arbitration terms or the relevant changes. (b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against FruitfulAI AG, you agree to try to resolve the dispute informally by sending us notice at support@fruitful.ag of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. (c) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims. (d) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

9. General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and FruitfulAI AG or any of FruitfulAI AG affiliates. FruitfulAI AG and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent. (b) Use of Brands. You may not use FruitfulAI’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent. (c) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization. (d) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change. (e) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. FruitfulAI AG accepts service of process at this address: FruitfulAI AG, Hoehenstrasse 11, 8954 Geroldswil, Switzerland, Attn: support@fruitful.ag. (f) Waiver and Severability. If you do not comply with these Terms, and FruitfulAI AG does not take action right away, this does not mean FruitfulAI AG is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms. (g) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Person’s List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly. (h) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to FruitfulAI AG and its affiliates, and FruitfulAI AG shall have the right to seek injunctive relief against you in addition to any other legal remedies. (i) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and FruitfulAI AG regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and FruitfulAI AG on that subject. (j) Jurisdiction, Venue and Choice of Law. These Terms will be governed by and construed in accordance with the laws of Switzerland, to the exclusion of the rules on conflict of laws and the United Nations Convention on contracts for the international sale of goods (CISG). Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the ordinary courts of the city of Zürich, Switzerland.