Actuate Ag, Inc. Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your subscription and use of Actuate Ag, Inc.'s cloud applications, software, APIs, and related services (collectively, the "Services"). By subscribing to or using the Services, you ("Customer," "you") agree to these Terms. If you are entering into this agreement on behalf of a business, you represent that you have authority to bind that business.

These Terms incorporate by reference our Privacy Policy, Data Processing Agreement (DPA), and Service Level Agreement (SLA), which are available on our website.

2. Definitions

Key terms used in this agreement:

• "Customer Data": All data, content, and information you submit or generate through the Services
• "Subscription Term": The period for which you have paid for the Services
• "Users": Individuals authorized by you to use the Services under your account
• "Documentation": Our user guides, technical documentation, and API documentation
• "Agricultural Data": Sensor data, crop information, environmental data, and operational insights

3. Subscriptions, Billing, and Auto-Renewal

3.1 Subscription Plans: We offer monthly and annual subscription plans. Your selected plan and features are specified in your account dashboard.

3.2 Auto-Renewal: Unless canceled, your subscription will automatically renew at the end of each billing cycle at the then-current rate. We will notify you at least 30 days before any price increase.

3.3 Payment Authorization: By providing payment information, you authorize Actuate to charge your chosen payment method for recurring fees, applicable taxes, and any other charges incurred.

3.4 Cancellation: You may cancel your subscription at any time through your account settings or by contacting support@actuate.ag. Cancellation takes effect at the end of the current billing cycle. You retain access until that time.

3.5 Refunds: Fees are non-refundable except: (a) as required by law; (b) if we fail to meet our SLA commitments; or (c) if you cancel within 14 days of initial subscription (money-back guarantee for new customers).

3.6 Fee Changes: We will provide at least 60 days' notice of any fee increases. Your continued use after the notice period constitutes acceptance.

4. Use of the Services

4.1 Permitted Use: You may use the Services solely for your internal business operations in accordance with these Terms and the Documentation.

4.2 User Accounts: You are responsible for: (a) maintaining the confidentiality of User credentials; (b) all activities under your account; and (c) ensuring Users comply with these Terms.

4.3 Restrictions: You may not:

• Resell, sublicense, or provide the Services to third parties
• Use the Services for unlawful, harmful, or fraudulent purposes
• Attempt unauthorized access or reverse engineer the Services
• Interfere with or disrupt the Services' integrity or performance
• Exceed usage limits or circumvent access controls
• Use the Services to process prohibited data types as defined in our Acceptable Use Policy

5. Customer Data and Data Processing

5.1 Data Ownership: You retain all rights, title, and interest in Customer Data. You grant Actuate a limited license to process Customer Data solely to provide the Services and as described in our Privacy Policy and DPA.

5.2 Data Processing Agreement: Where you are established in the EEA, UK, or Switzerland, or where GDPR otherwise applies, the DPA available on our website is incorporated by reference and governs our processing of personal data.

5.3 Data Security: We implement industry-standard security measures including encryption at rest and in transit, access controls, audit logging, and regular security assessments. Details are in our Security Policy.

5.4 Data Export: You may export Customer Data at any time during your subscription and for 30 days after termination through our export tools.

5.5 Data Deletion: Upon termination, we will delete or anonymize Customer Data within 90 days, except as required for legal compliance.

6. Service Level Agreement

6.1 Availability Commitment: We commit to 99.5% monthly uptime for the Services, excluding scheduled maintenance (notified 48 hours in advance) and circumstances beyond our control.

6.2 Service Credits: If we fail to meet the SLA, you may be eligible for service credits as detailed in our SLA document.

7. Support Services

7.1 Standard Support: We provide email support during business hours (9 AM - 6 PM ET, Monday-Friday) for all paying subscribers.

7.2 Response Times:

• Critical Issues (Service down): 4 business hours
• Major Issues (Service impaired): 8 business hours
• Minor Issues: 2 business days

7.3 Premium Support: Enhanced support packages with 24/7 availability, phone support, and faster response times are available separately.

8. Intellectual Property

8.1 Actuate IP: We retain all rights in the Services, including software, algorithms, user interfaces, Documentation, and our trademarks. These Terms do not grant you any rights to our intellectual property except as expressly stated.

8.2 Feedback: If you provide feedback or suggestions, we may use them without restriction or compensation to you.

9. Third-Party Integrations

9.1 Integrations: The Services may integrate with third-party services. Your use of third-party services is subject to their terms. We are not responsible for third-party services' functionality, security, or availability.

9.2 API Usage: If we provide APIs, your use is subject to our API Terms of Use and rate limits specified in the Documentation.

10. Compliance and Agricultural Data

10.1 Regulatory Compliance: We comply with applicable laws including GDPR, CCPA/CPRA, and agricultural data protection regulations. You are responsible for your compliance with laws applicable to your use of the Services.

10.2 Agricultural Data Rights: We acknowledge that Agricultural Data may be subject to specific regulations in your jurisdiction. We will process such data only as directed by you and in compliance with applicable agricultural data laws.

10.3 Export Controls: The Services may be subject to U.S. export control laws. You may not use the Services in violation of export regulations.

11. Confidentiality

Each party will protect the other's confidential information using at least the same care it uses for its own confidential information (but no less than reasonable care) and will not disclose it to third parties except as permitted in these Terms.

12. Warranties and Disclaimers

12.1 Mutual Warranties: Each party warrants that it has the authority to enter into these Terms and will comply with applicable laws.

13. Limitation of Liability

14. Indemnification

14.1 Customer Indemnification: You will defend and indemnify us from claims arising from: (a) your use of the Services in violation of these Terms; (b) Customer Data; or (c) your violation of laws.

14.2 Actuate Indemnification: We will defend and indemnify you from third-party claims that the Services infringe intellectual property rights, except claims arising from Customer Data, modifications, or use outside these Terms.

15. Termination and Suspension

15.1 Term: These Terms continue until terminated as provided herein.

15.2 Termination for Cause: Either party may terminate for the other's material breach if not cured within 30 days of notice.

15.3 Suspension Rights: We may suspend your access immediately if: (a) required by law; (b) you breach these Terms and the breach risks harm; or (c) your account is 30 days overdue.

15.4 Effect: Upon termination, your access ends, but provisions that should survive (payment obligations, confidentiality, limitations of liability) continue.

16. Governing Law and Dispute Resolution

16.1 Governing Law: These Terms are governed by Delaware law, excluding conflict of law principles.

16.2 Arbitration: Disputes will be resolved through binding arbitration in Wilmington, Delaware under AAA Commercial Arbitration Rules, except either party may seek injunctive relief for IP or confidentiality breaches.

16.3 Class Action Waiver: All claims must be brought individually, not as part of any class action.

17. General Provisions

17.1 Entire Agreement: These Terms, including incorporated documents (Privacy Policy, DPA, SLA), constitute the entire agreement.

17.2 Amendments: We may modify these Terms with 60 days' notice for material changes. Continued use after the effective date constitutes acceptance.

17.3 Severability: If any provision is invalid, the remaining provisions continue in effect.

17.4 No Waiver: No waiver is effective unless in writing. Failure to enforce any right is not a waiver.

17.5 Force Majeure: Neither party is liable for delays due to events beyond reasonable control.

17.6 Assignment: You may not assign these Terms without our consent. We may assign freely.

17.7 Notices: Legal notices must be sent to support@actuate.ag (to us) or your account email (to you).

18. Data Processing Agreement (DPA) Summary

• Roles: You are Controller; we are Processor for Customer Data
• Processing: We process only on your documented instructions
• Security: We implement appropriate technical and organizational measures
• Subprocessors: Listed at www.actuate.ag/legal/subprocessors with 30-day change notice
• International Transfers: Standard Contractual Clauses apply for EEA data transfers
• Audit Rights: Annual audit rights or SOC 2 Type II report
• Breach Notification: Within 72 hours of awareness
• Data Subject Rights: We assist with your obligations

19. Accessibility Commitment

We are committed to ensuring the Services are accessible to users with disabilities. We strive to meet WCAG 2.1 Level AA standards and comply with applicable accessibility laws including the Americans with Disabilities Act (ADA) and Section 508. For accessibility support, contact support@actuate.ag.

20. Contact Information

For questions about these Terms or the Services: