Terms of Service

SECTION 1. DEFINITIONS

Capitalized terms used in these Terms have the meanings set forth below or where they are first defined.

1.1 “Account” means a registered account for access to the Platform.

1.2 “Additional Terms” means supplemental terms that we present for a particular feature, module, or offering, which become part of these Terms when you accept them or use that feature or offering.

1.3 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, including any entity formed to own or operate the Platform.

1.4 “Authorized User” means an individual whom Customer permits to use the Platform under Customer’s Account, including Customer’s employees, contractors, and agents.

1.5 “Customer” means the individual who registers an Account for personal use, or the organization on whose behalf an individual registers an Account, accepts these Terms, or signs an Order Form.

1.6 “Customer Data” means all data and content that Customer or its Authorized Users submit to or generate through the Platform, including inventory, land, site, parcel, survey, and monitoring data, planting plans, photographs, files, tasks, calendars, and information about Customer’s personnel and customers, but excluding Aggregated Data.

1.7 “Documentation” means the user guides, help center articles, and other descriptions of the Platform that we make available, as updated from time to time.

1.8 “Fees” means the fees for a Subscription or Professional Services stated in an Order Form, a Statement of Work, or the pricing presented at the time of purchase.

1.9 “Government Customer” means a Customer that is a federal, state, county, municipal, or other governmental agency, authority, or public body.

1.10 “Operator Parties” means Operator, its Affiliates, and their respective members, managers, officers, employees, contractors, agents, licensors, service providers, successors, and assigns.

1.11 “Order Form” means an ordering document, proposal, or quote accepted by us that states the Subscription, Fees, Subscription Term, and other commercial terms for Customer’s use of the Platform. For a Subscription purchased through the Platform, the plan, quantities, Fees, and Subscription Term selected at checkout are treated as an Order Form solely for purposes of Section 3.5.

1.12 “Output” means any analysis, classification, map, report, recommendation, prediction, or other result generated by the Platform, including by its artificial intelligence features.

1.13 “Plant Information” means information made available through the Platform about plants, species, habitats, natural communities, native and regulatory status, and related subjects, whether compiled by us or obtained from Third-Party Content.

1.14 “Professional Services” means implementation, configuration, data migration, training, consulting, custom development, and other services outside the standard Platform.

1.15 “Service Schedule” means the schedule that we publish on the Platform or attach to an Order Form describing the Platform’s modules, plans, features, delivery, and support, as updated in accordance with these Terms.

1.16 “Statement of Work” means a written statement of work or proposal accepted by both parties that describes Professional Services.

1.17 “Subscription” means the right to use the Platform, or particular modules or features of it, at the plan level and in the quantities stated in an Order Form or selected through the Platform.

1.18 “Subscription Term” means the initial subscription period stated in the Order Form or selected through the Platform, together with each renewal period.

1.19 “Third-Party Content” means data, imagery, maps, records, photographs, and other content that originates with a third party, including government agencies, universities, research institutions, and commercial data providers.

1.20 “Trial Services” means any free trial, sandbox, demonstration module, pilot, preview, beta, or other evaluation access to the Platform.

SECTION 2. ACCEPTANCE; ELIGIBILITY; AUTHORITY

2.1 Acceptance. You accept these Terms by creating an Account, clicking to accept them, signing or accepting an Order Form that references them, or using the Platform, whichever occurs first.

2.2 Organizations. If you accept these Terms on behalf of an organization, you represent that you have authority to bind it, and “you” and “your” refer to that organization as Customer and, where the context requires, to its Authorized Users. Customer is responsible for its Authorized Users’ compliance with these Terms.

2.3 Eligibility. You must be at least eighteen (18) years old and able to form a binding contract to create an Account. Individuals between thirteen (13) and seventeen (17) years old may use account-based features only with the consent and supervision of a parent or legal guardian who has accepted these Terms on the minor’s behalf. The Platform is not directed to children under thirteen (13) and is intended for users located in the United States.

SECTION 3. PLATFORM; SERVICE SCHEDULE; ORDER FORMS

3.1 The Platform. The Platform supports land management, plant inventory management, mapping, team coordination, ecological and environmental data, monitoring and reporting, plant sourcing, and related planning activities. The Platform is intended for nurseries, growers, land managers, environmental and compliance professionals, landscape designers, and other informed users, and the modules and features available to you depend on your Subscription.

3.2 Service Schedule. The Service Schedule is incorporated into these Terms. We may update it from time to time, but no update will materially reduce the core functionality of a paid Subscription during its then-current Subscription Term, except as required by law, to address a security risk, or because a third-party provider has discontinued or materially changed a service on which that functionality depends.

3.3 Evolution of the Platform. Subject to Section 3.2, we may add, modify, replace, or retire modules, features, data sources, and integrations at any time.

3.4 Order Forms; Additional Terms. A Subscription may be purchased through an Order Form or through the Platform, and each Order Form incorporates these Terms. Certain features or offerings may be subject to Additional Terms, which we will present to you before you use them. Purchases by Government Customers are also subject to Section 15.

3.5 Order of Precedence. If the documents that make up the agreement between you and us conflict, the following order of precedence applies: (a) an Order Form, but only as to the Subscription, Fees, Subscription Term, renewal, and quantities, and any provision of these Terms that the Order Form identifies by section number and expressly modifies; (b) any Additional Terms, solely as to the feature or offering they cover; (c) these Terms; (d) the Service Schedule; and (e) the Documentation. A Statement of Work governs the Professional Services it describes, subject to these Terms.

SECTION 4. ACCOUNTS; AUTHORIZED USERS

4.1 Registration and Security. You will provide accurate registration information and keep it current. You are responsible for safeguarding your credentials, which may not be shared among individuals, and for all activity under your Account, and you will notify us promptly of any unauthorized access to or use of your Account.

4.2 Authorized Users and Administrators. Customer may permit Authorized Users to use the Platform up to the limits of its Subscription and is responsible for their acts and omissions as if they were its own. Customer’s administrators may add and remove Authorized Users, configure the Platform, and access, export, modify, and delete Customer Data, including data submitted by other Authorized Users.

SECTION 5. SUBSCRIPTIONS; TRIALS; FEES; RENEWAL

5.1 Plans and Trial Services. We may offer complimentary plans, paid Subscriptions, and Trial Services. Trial Services are for evaluation only, may be changed or discontinued at any time, are not intended for production, regulatory, or compliance use, and, to the maximum extent permitted by law, are provided without warranty, support, or service commitment. Customer Data in a sandbox or demonstration environment may be deleted when the Trial Services end. A free trial converts to a paid Subscription only if you agree to the conversion and the price and timing of the first charge are clearly disclosed to you when the trial begins.

5.2 Fees and Payment. Customer will pay all Fees without set-off or deduction. Subscriptions purchased through the Platform are billed in advance at the start of each billing period through our third-party payment processor, and you authorize us and our payment processor to charge your payment method for all Fees when due, including recurring Fees for each renewal period, until you cancel. Fees under an Order Form are payable as stated in the Order Form or, if not stated, are invoiced in advance and due within thirty (30) days after the invoice date. Except as stated in these Terms or required by law, Fees are non-refundable, and purchased quantities may not be reduced during a Subscription Term. Any dispute of a charge or invoice must be raised in writing within thirty (30) days after the charge or invoice date, and undisputed amounts remain due.

5.3 Failed and Late Payments; Suspension. If a charge to your payment method fails, we may retry the charge and may suspend access to paid features until payment is received. Overdue invoiced amounts accrue interest at the rate stated in the Order Form or, if no rate is stated, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If any undisputed invoiced amount is more than fifteen (15) days overdue, we may suspend access to paid features, after giving at least ten (10) days’ written notice, until the amount is paid in full.

5.4 Automatic Renewal; Cancellation. Unless the Order Form states otherwise, each Subscription automatically renews at the end of its Subscription Term for a renewal period equal in length to the expiring term, at the Fees then in effect, unless cancelled as provided in this Section. For a Subscription under an Order Form, either party may prevent renewal by notice given at least thirty (30) days before the then-current term ends. A Subscription purchased through the Platform may be cancelled at any time through your Account settings or by contacting us, effective at the end of the then-current billing period. Where required by law, we will send you a renewal reminder with instructions for cancelling.

5.5 Price Changes. We may change the Fees for any renewal period by giving notice at least thirty (30) days before the renewal date. Fees will not change during a current Subscription Term except as stated in the Order Form or for added quantities or features.

5.6 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, and similar taxes and governmental charges on its purchases, other than taxes based on our net income, unless it provides a valid exemption certificate.

SECTION 6. PROFESSIONAL SERVICES; CUSTOM WORK

6.1 Statements of Work. Custom development, configuration, data migration, training, consulting, and other work outside the standard Platform is provided only under a Statement of Work describing its scope, deliverables, schedule, and Fees, and any change in scope must be agreed in writing. Professional Services are not part of the Platform or the Service Schedule unless the Statement of Work states otherwise, and a feature built for one customer is not a commitment to provide that feature to any other customer. Professional Services are contracted and billed separately from Subscriptions, and each Statement of Work will identify the entity providing them.

6.2 Work Product. Unless a Statement of Work expressly provides otherwise, we own all deliverables and other work product of the Professional Services, excluding Customer Data, and Customer receives a non-exclusive license to use the deliverables with its Subscription for its internal business purposes during the Subscription Term. We may incorporate features, improvements, and know-how developed in the Professional Services into the Platform generally, excluding Customer Data and Customer’s Confidential Information.

6.3 Customer Cooperation. Customer will timely provide the information, access, and decisions reasonably required for the Professional Services, and we are not responsible for delays caused by Customer’s failure to do so.

SECTION 7. CUSTOMER DATA; PRIVACY; SECURITY

7.1 Ownership. As between Customer and us, Customer retains all rights it has in Customer Data.

7.2 License to Operate the Platform. Customer grants us and our Affiliates and service providers a worldwide, non-exclusive, royalty-free license to host, copy, store, process, transmit, display, modify, and create derivative works of Customer Data as needed to provide, maintain, secure, support, and improve the Platform, to perform Professional Services, to comply with law, and to follow Customer’s instructions, including displaying Customer Data that Customer chooses to share with other users or make public.

7.3 Aggregated Data. We may create and use data that is aggregated or de-identified so that it does not identify Customer, any Authorized User, or any other individual (“Aggregated Data”), including data derived from Customer Data and from use of the Platform, for any lawful purpose, including analytics, benchmarking, research, and product development, except that its use to train machine learning models is governed by Section 7.4. We own all Aggregated Data.

7.4 Model Training. We will not use Customer Data, including Aggregated Data derived from it, to train or fine-tune machine learning models unless Customer opts in through controls we make available in the Platform or by written agreement with us. Customer may withdraw its opt-in at any time, effective from the date we receive the withdrawal, without affecting models trained before that date. The third-party model providers that power artificial intelligence features process Customer Data under account settings that do not permit them to use it to train their own models. This Section does not restrict our use of Customer Data to generate Output for Customer, such as predictions based on Customer’s own records.

7.5 Customer Responsibilities. Customer is responsible for the accuracy, quality, and legality of Customer Data. Customer represents and warrants that it has all rights, licenses, and consents necessary to submit Customer Data and grant the licenses in these Terms, including any notice to or consent from its employees, contractors, crews, and customers that is required by law for us to process their information (such as names, telephone numbers, email addresses, tasks, and calendars) and to send them text messages at Customer’s direction. Customer will not submit government identification numbers, financial account or payment card numbers (other than through our payment processor), health or biometric information, or other sensitive personal information unless we agree in writing.

7.6 Photographs and Metadata. Photographs often contain embedded metadata, such as location coordinates, date and time stamps, and device information, which may be stored and, depending on the feature used and your settings, displayed to other users. You are responsible for reviewing and, where appropriate, removing that metadata before uploading, particularly for photographs of rare, threatened, or endangered species or photographs taken on private property. We do not represent that we will remove or strip metadata from Customer Data.

7.7 Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, but no system is completely secure. Customer is responsible for securing its own devices, networks, and credentials and for configuring its access settings appropriately. If we become aware of unauthorized access to Customer Data in our systems, we will notify Customer without undue delay and as otherwise required by law.

7.8 Backups; Export and Deletion. Customer is responsible for maintaining its own backup copies of any Customer Data that is important to it. Customer may export Customer Data during the Subscription Term using the export features we make available and may request an export for thirty (30) days after the Subscription Term ends, after which we may delete or de-identify Customer Data. Copies in backup systems are deleted in the ordinary course, and we may retain Customer Data to the extent required by law.

7.9 Privacy Policy. Our Privacy Policy is incorporated into these Terms. To the extent we process personal information contained in Customer Data on Customer’s behalf, we do so as Customer’s service provider, in accordance with these Terms and Customer’s instructions given through the Platform.

SECTION 8. ARTIFICIAL INTELLIGENCE FEATURES; OUTPUT

8.1 AI Features. The Platform includes artificial intelligence and machine learning features, including assistants, map and habitat analysis tools, plant palette generation, and classification and predictive tools, some of which are powered by third-party model providers that process inputs and Customer Data on our behalf.

8.2 Output. Output is generated automatically, may be inaccurate, incomplete, or out of date, and may be similar to Output provided to others. You must review and independently verify Output before relying on it, and all Output is subject to Section 9. Subject to our rights in the Platform and Aggregated Data and to the license terms of any Third-Party Content, you may use Output generated from your Customer Data for your internal business purposes and in your own reports and deliverables.

8.3 Responsible Use. You will not use artificial intelligence features to generate unlawful, infringing, or harmful content, to attempt to extract the underlying models or their training data, or in violation of the model provider usage policies identified in the Documentation.

SECTION 9. PLANT, ECOLOGICAL, AND REGULATORY INFORMATION; ASSUMPTION OF RISK

9.1 Reference Information Only. Plant Information, habitat classifications, change detection results, historical records, parcel and boundary data, flood and wetland layers, weather information, availability forecasts, predictions, and Output are provided for general planning and reference purposes only. They may be incomplete, outdated, or inaccurate, and source citations and confidence indicators do not guarantee their accuracy.

9.2 Not a Survey, Delineation, or Determination. Parcel, boundary, and acreage information is planning-grade and is not a legal survey. Habitat, wetland, and flood information is not a jurisdictional wetland delineation, a regulatory determination, or a permit, and it is not a substitute for a site inspection by a qualified professional.

9.3 Reports and Professional Judgment. You are solely responsible for the content of any monitoring or compliance report, permit application, mitigation credit documentation, proposal, or other submission that you prepare using the Platform, including verifying its sources and data before it is submitted, and we do not represent that any agency or other person will accept it. The Platform does not provide legal, engineering, surveying, ecological, or other professional advice. Licensed professionals are solely responsible for verifying information before relying on it in any sealed, signed, certified, or other professional deliverable and for meeting the standards of care that apply to them. To the maximum extent permitted by law, we have no liability for any decision, project outcome, or professional liability claim arising out of your use of the Platform in providing professional services.

9.4 Plant Safety and Regulated Species. Many plants are toxic to humans or animals, and many have toxic look-alikes. You may not rely on the Platform to determine whether any plant or plant part is safe to touch, handle, ingest, or otherwise use. Federal, state, and local laws may regulate or prohibit the collection, propagation, sale, transport, or planting of certain species, including invasive, noxious, prohibited, threatened, endangered, and otherwise protected species, and because the Platform is not a comprehensive source of regulatory information and may not reflect current regulatory status, you are solely responsible for verifying the regulatory status of any species before acting.

9.5 Weather and Field Activities. Weather information is an estimate obtained from third parties, and you may not rely on it for any decision affecting personal safety. You are solely responsible for the safety of your field activities and for obtaining any permission required to enter or work on land that you do not own or control.

9.6 Assumption of Risk. You expressly assume all risks arising out of your use of the Platform and any decision made or action taken in reliance on it, including plant misidentification, plant or project failure, inaccurate predictions or availability forecasts, regulatory violations or rejected submissions, exposure to toxic plants, harm to non-target species, ecological harm, and economic loss.

SECTION 10. NURSERY DIRECTORY; MARKETPLACE; TRANSACTIONS BETWEEN USERS

10.1 Listings. Nursery directory entries and marketplace listings are based on information provided by nurseries and other users or obtained from public sources. A listing is not our endorsement, recommendation, or certification of any nursery, supplier, plant, product, service, qualification, or regulatory status, and you are responsible for independently verifying business status, plant availability, credentials, insurance, and pricing before transacting with anyone identified through the Platform.

10.2 Nursery and Seller Obligations. Each nursery, grower, or other user who lists plants or nursery stock through the Platform represents and agrees that (a) its listings, inventory counts, availability, and pricing are accurate and kept current; (b) it holds and will maintain every registration, certificate, license, and permit required to produce, sell, distribute, ship, or advertise the nursery stock it lists; (c) it will include its registration number in its listings where required by law and will provide us a copy of its certificate of registration on request; and (d) it will comply with all plant protection, quarantine, inspection, labeling, and invasive species laws that apply to its stock.

10.3 No Brokerage; Transactions Between Users. Unless we expressly agree otherwise in Additional Terms, we do not sell, purchase, broker, or take title to or possession of any plants or nursery stock, we do not process payments for plants, and we are not a party to any transaction between users. Any quote, reservation, order, sale, delivery, or other arrangement between users is solely between them, and they must resolve any dispute arising from it between themselves.

10.4 Release. To the maximum extent permitted by law, you release the Operator Parties from all claims, demands, losses, and damages arising out of or related to any transaction or dispute between you and another user.

SECTION 11. LICENSE; RESTRICTIONS; ACCEPTABLE USE

11.1 License. Subject to these Terms and payment of all applicable Fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable license, revocable in accordance with these Terms, to use the Platform during the Subscription Term, and to permit its Authorized Users to do so, for Customer’s personal or internal business purposes.

11.2 Restrictions. You will not, and will not permit anyone else to: (a) copy, modify, or create derivative works of the Platform, except as its features permit; (b) reverse engineer, decompile, or attempt to discover the source code, models, or underlying data of the Platform, except as applicable law expressly permits despite this restriction; (c) resell, sublicense, or provide access to the Platform to anyone other than Authorized Users; (d) use the Platform to build or operate a competing product or service; (e) scrape, crawl, or use other automated means to access or extract content from the Platform, except through interfaces we provide for that purpose; (f) use content or data from the Platform to train artificial intelligence or machine learning models without our prior written consent; (g) interfere with the security or performance of the Platform or attempt to gain unauthorized access to it or any related system; (h) circumvent any usage limit or plan restriction; (i) remove or alter any proprietary, license, or attribution notice; or (j) use the Platform unlawfully or for any harmful or fraudulent purpose.

11.3 Prohibited Content and Conduct. You will not submit content or engage in conduct through the Platform that is unlawful, fraudulent, threatening, harassing, or defamatory; infringes or misappropriates the rights of others; contains malware or other harmful code; constitutes spam; impersonates any person or misrepresents an affiliation or credentials; or discloses the precise location of rare, threatened, or endangered species or other sensitive natural resources in a manner that could facilitate their collection, harm, or disturbance. We have no obligation to monitor content and are not responsible for content submitted by other users, but we may investigate suspected violations, remove content, suspend or terminate Accounts, and cooperate with law enforcement.

SECTION 12. THIRD-PARTY CONTENT AND SERVICES

12.1 Third-Party Content. The Platform incorporates Third-Party Content, such as public plant databases, natural community classifications, biodiversity occurrence records, parcel and boundary datasets, satellite and aerial imagery, and weather data. Third-Party Content is subject to the license terms, attribution requirements, and use restrictions of its source, including any limits on commercial use or redistribution identified in the Platform or the Documentation, and you agree to comply with them. We are not responsible for Third-Party Content and may change or remove it if its availability or license terms change.

12.2 Third-Party Services. Third-party products and services that you use with the Platform, including payment processors and integrations you enable, are governed by the terms and privacy practices of their providers, and we are not responsible for them.

SECTION 13. INTELLECTUAL PROPERTY; FEEDBACK; PUBLICITY; COPYRIGHT

13.1 Ownership. We and our licensors own the Platform, the Documentation, the Service Schedule, Plant Information as compiled by us, Aggregated Data, and all software, models, designs, interfaces, and content made available through the Platform, excluding Customer Data and Third-Party Content, together with all improvements to them and all intellectual property rights in them. These Terms grant you no right, title, or interest in the Platform other than the license in Section 11.1.

13.2 Trademarks. Eco Plant Hub™, 81 Degrees Engineering, and related names, logos, and slogans are trademarks of Operator or its Affiliates and may not be used without our prior written permission.

13.3 Feedback. If you provide suggestions, ideas, or other feedback about the Platform, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use that feedback for any purpose without attribution or compensation. Feedback is not confidential and is not your Confidential Information.

13.4 Publicity. We may identify Customer by name and logo as a user of the Platform on our websites and in our marketing materials unless Customer notifies us in writing that it objects.

13.5 Copyright Complaints. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. A notice must include your physical or electronic signature; identification of the copyrighted work and of the allegedly infringing material, with information reasonably sufficient for us to locate it; your address, telephone number, and email address; a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement, under penalty of perjury, that the notice is accurate and that you are the copyright owner or are authorized to act on its behalf. Our designated copyright agent is: Copyright Agent, Eco Plant Hub, LLC, 100 E New York Ave, Suite #103-81, DeLand, FL 32724; telephone (386) 202-1310; email info@ecoplanthub.com. A user whose material is removed may submit a counter-notification as provided by that Act, and we will terminate the Accounts of repeat infringers in appropriate circumstances.

SECTION 14. CONFIDENTIALITY

14.1 Confidential Information. “Confidential Information” means non-public information that one party (the “Discloser”) discloses to the other (the “Recipient”) in connection with these Terms that is identified as confidential or that a reasonable person would understand to be confidential, including the terms of any Order Form, pricing, product plans, unreleased features, Trial Services, and non-public Customer Data. It does not include information that (a) is or becomes public through no fault of the Recipient; (b) was known to the Recipient without restriction before receipt; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information.

14.2 Obligations; Compelled Disclosure. The Recipient will use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least reasonable care, and will disclose it only to its and its Affiliates’ employees, contractors, service providers, and professional advisors who need to know it and are bound by written or professional confidentiality obligations at least as protective as this Section. The Recipient may disclose Confidential Information as required by law, legal process, or public records law if, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation in seeking a protective order.

14.3 Duration; Equitable Relief. These obligations continue during the term of these Terms and for three (3) years after termination, and for trade secrets, for as long as the information remains a trade secret. Unauthorized use or disclosure of Confidential Information would cause the Discloser irreparable harm for which monetary damages would be inadequate, and the Discloser may seek injunctive relief, in addition to any other remedy, without posting a bond to the extent permitted by law.

SECTION 15. GOVERNMENT CUSTOMERS

15.1 Provisions Limited by Law. This Section applies to Government Customers and controls over any conflicting provision of these Terms. If the law governing a Government Customer prohibits it from agreeing to any provision of these Terms, including any provision concerning indemnification, automatic renewal, governing law, venue, attorneys’ fees, waiver of jury trial, limitation periods, confidentiality, or modification of these Terms by notice, that provision applies to the Government Customer only to the extent that law permits.

15.2 Appropriations; Immunity; Public Records. Where required by the law governing a Government Customer, its payment obligations for any period beyond its current fiscal year are subject to the appropriation of funds. Nothing in these Terms waives or expands any sovereign immunity. Section 14 does not prevent a Government Customer from complying with public records laws, and we will cooperate reasonably with those obligations as they relate to Customer Data.

15.3 Federal Government Rights. If the Platform is acquired by or for the United States government, the Platform and the Documentation are “commercial computer software” and “commercial computer software documentation,” and the government’s rights in them are limited to those granted in these Terms, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, as applicable.

15.4 Agency and Marketplace Terms; Publicity. Requirements of a particular Government Customer, government marketplace, cooperative contract, or reseller may be addressed in an Order Form or addendum signed by both parties, which controls to the extent stated in it. Section 13.4 does not apply to a Government Customer without its prior written consent.

SECTION 16. DISCLAIMER OF WARRANTIES

16.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM OR STATEMENT OF WORK, THE PLATFORM, TRIAL SERVICES, OUTPUT, PLANT INFORMATION, THIRD-PARTY CONTENT, PROFESSIONAL SERVICES, AND ALL OTHER CONTENT AND SERVICES WE PROVIDE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATOR PARTIES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.2 No Guarantee of Results. WITHOUT LIMITING SECTION 16.1, WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, SECURE, OR ERROR-FREE, CORRECTLY IDENTIFY OR CLASSIFY ANY PLANT, HABITAT, OR CONDITION, ACCURATELY PREDICT ANY YIELD, AVAILABILITY, OR OUTCOME, ACCURATELY REFLECT THE STATUS OR QUALIFICATIONS OF ANY LISTED PERSON OR ENTITY, OR PRODUCE ANY PARTICULAR PROJECT, REGULATORY, OR BUSINESS RESULT.

SECTION 17. LIMITATION OF LIABILITY

17.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OPERATOR PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, PLANTS, OR CROPS, PROJECT FAILURE, REGULATORY PENALTIES OR REJECTED SUBMISSIONS, PROFESSIONAL LIABILITY EXPOSURE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

17.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE OPERATOR PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR ANY PROFESSIONAL SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER FOR THE SUBSCRIPTION OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).

17.3 Application. THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 9, 16, AND 17 APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REFLECT AN AGREED ALLOCATION OF RISK THAT IS AN ESSENTIAL BASIS OF THE BARGAIN. THIS SECTION LIMITS ONLY THE LIABILITY OF THE OPERATOR PARTIES AND DOES NOT LIMIT CUSTOMER’S OBLIGATION TO PAY FEES OR ITS OBLIGATIONS UNDER SECTION 18.

SECTION 18. INDEMNIFICATION

18.1 Indemnity. You will defend, indemnify, and hold harmless the Operator Parties from and against all claims, losses, liabilities, damages, settlements, judgments, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to (a) Customer Data; (b) your or your Authorized Users’ use of the Platform; (c) your breach of these Terms; (d) your violation of any law, professional standard, or third-party right; (e) any transaction or dispute between you and another user; or (f) any report, submission, deliverable, or decision that you prepare or make using the Platform.

18.2 Procedure. We will give you notice of any claim for which we seek indemnification. We may control the defense with counsel of our choosing, and you will cooperate as we reasonably request. You may not settle any claim in a manner that imposes any liability or obligation on, or admits fault by, any Operator Party without our prior written consent.

SECTION 19. TERM; TERMINATION; SUSPENSION

19.1 Term; Termination by You. These Terms apply for as long as you have an Account or a Subscription or otherwise use the Platform, and each Subscription continues for its Subscription Term. You may close your Account at any time, but closing it does not end a Subscription Term under an Order Form or relieve you of the obligation to pay Fees for that term.

19.2 Termination for Cause. Either party may terminate a Subscription or Statement of Work by written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of it, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

19.3 Suspension and Termination by Us. We may immediately suspend or restrict access to the Platform if we reasonably believe that your use violates Section 11 or poses a security, legal, or operational risk, that suspension is required by law, or that your Account is being used fraudulently, and we will restore access once the issue is resolved. We may terminate complimentary Accounts and Trial Services at any time. We may also discontinue the Platform or any paid Subscription on at least thirty (30) days’ notice, in which case we will refund any prepaid Fees for the unused portion of the affected Subscription Term.

19.4 Effect of Termination. When a Subscription expires or is terminated, the license in Section 11.1 for that Subscription ends. If we terminate a Subscription for your uncured breach, all Fees for the remainder of its Subscription Term become immediately due. Section 7.8 governs the export and deletion of Customer Data, and termination does not relieve either party of obligations accrued before termination.

19.5 Survival. Sections 1, 6.2, 7.3, 7.8, 8.2, 9, 10, 13, 14, 16, 17, 18, 19.4, 19.5, 20, and 22, all obligations to pay Fees accrued before termination, and every other provision that by its nature is intended to survive will survive the expiration or termination of these Terms. Sections 1 and 22 survive indefinitely.

SECTION 20. GOVERNING LAW; DISPUTE RESOLUTION

20.1 Governing Law. These Terms and any dispute arising out of or related to them or the Platform are governed by the laws of the State of Florida, without regard to its conflict of laws rules, and, to the extent applicable, the laws of the United States.

20.2 Informal Resolution. Before filing a lawsuit, the party asserting a claim must send the other party a written description of the dispute, and the parties will negotiate in good faith for at least thirty (30) days after that notice is received. This requirement does not apply to claims for injunctive relief or to the collection of overdue Fees.

20.3 Venue. Subject to Section 20.2, any action arising out of or related to these Terms or the Platform must be brought exclusively in the state courts located in Volusia County, Florida, or in the United States District Court for the Middle District of Florida, and each party consents to the personal jurisdiction of and venue in those courts.

20.4 Individual Claims. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

20.5 Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM.

20.6 Time to Bring Claims; Attorneys’ Fees. To the maximum extent permitted by law, any claim arising out of or related to these Terms or the Platform must be brought within one (1) year after the cause of action accrues, or it is permanently barred. In any action arising out of or related to these Terms or the Platform, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including on appeal.

SECTION 21. CHANGES TO THESE TERMS

21.1 Modifications. We may modify these Terms by posting the modified Terms on the Platform and updating the Effective Date. We will give notice of material changes by email, through the Platform, or by other reasonable means at least thirty (30) days before they take effect, except that changes required by law or relating to new features may take effect immediately. Your continued use of the Platform after modified Terms take effect constitutes your acceptance of them. A material change that adversely affects a Customer that purchased under an Order Form will not apply to that Customer until its next renewal period unless the Customer agrees otherwise or the change is required by law.

SECTION 22. GENERAL PROVISIONS

22.1 Entire Agreement. These Terms, together with any Order Form, Statement of Work, and Additional Terms, the Service Schedule, and our Privacy Policy, are the entire agreement between you and us regarding the Platform and supersede all prior agreements and communications on that subject. The terms of any purchase order or other document you issue have no effect, even if we accept it.

22.2 Assignment. You may not assign or transfer these Terms or any Subscription without our prior written consent, and any attempt to do so without consent is void. We may assign or transfer these Terms, any Order Form, and the licenses granted to us, in whole or in part and without your consent, to an Affiliate or to a successor in connection with a merger, acquisition, reorganization, sale of assets, or formation of a separate entity to own or operate the Platform, and we will give notice of any assignment that changes the entity providing the Platform to you. These Terms bind and benefit the parties and their permitted successors and assigns.

22.3 Notices. We may give you notices by email to the address associated with your Account, by posting them in the Platform, or by mail to the address in your Order Form. Notices to us must be sent by email to info@ecoplanthub.com, with a copy by mail to Eco Plant Hub, LLC, 100 E New York Ave, Suite #103-81, DeLand, FL 32724. Either party may designate a different email or mailing address for notices by notice to the other, and until it does so, notices may be sent to the addresses identified in this Section. Notices are effective when received, and a notice sent by email is deemed received on the next business day after it is sent unless the sender receives notice that it was not delivered.

22.4 Electronic Communications; Text Messages. You consent to receive communications from us electronically, and electronic communications satisfy any legal requirement that a communication be in writing. If you provide a mobile telephone number or enable text notifications, you consent to receive service-related text messages from or through the Platform at that number, including task, schedule, and Account notifications. Message frequency varies, and message and data rates may apply. You may opt out at any time by replying STOP, and you may reply HELP for assistance. We will not send you marketing text messages without your separate consent.

22.5 Force Majeure. We will not be liable for any delay or failure in performance caused by events beyond our reasonable control, including acts of God, hurricanes, floods, fires, epidemics, labor disputes, governmental actions, utility or internet failures, and failures of third-party hosting or service providers.

22.6 Severability; Waiver; Interpretation. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. No waiver is effective unless it is in writing, and no failure or delay in exercising any right is a waiver of it. Headings are for convenience only, the words “including” and “includes” mean “including without limitation,” and these Terms will not be construed against either party as the drafter.

22.7 Relationship of the Parties; Third-Party Beneficiaries. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. These Terms create no rights in any third party, except that the Operator Parties are intended beneficiaries of Sections 10.4, 16, 17, and 18.

22.8 Export and Sanctions Compliance. You will comply with all applicable export control and sanctions laws, and you will not use the Platform in, or make it available to any person located in, any country or region subject to comprehensive United States sanctions, or make it available to any person on a United States government restricted party list.

22.9 Contact. Questions about the Platform or these Terms may be directed to us at info@ecoplanthub.com or by mail to Eco Plant Hub, LLC, 100 E New York Ave, Suite #103-81, DeLand, FL 32724.