DeepLeaf Terms & Conditions

a. Accepting the Terms

You may not use the APIs and may not accept the Terms if (a) you
are not of legal age to form a binding contract with DeepLeaf,
Co., or (b) you are a person barred from using or receiving the
APIs under the applicable laws of the Delaware State, the United
State of America or other countries including the country in
which you are resident or from which you use the APIs.

b. Entity Level Acceptance

If you are using the APIs on behalf of an entity, you represent
and warrant that you have authority to bind that entity to the
Terms and by accepting the Terms, you are doing so on behalf of
that entity (and all references to “you” in the Terms shall
refer to that entity).

c. Subsidiaries and Affiliates

DeepLeaf, Co. has subsidiaries and affiliated legal entities
that may provide the APIs to you on behalf of DeepLeaf, Co. and
the Terms will also govern your relationship with these
companies.

b. Your End Users

You will require your end users to comply with (and not
knowingly enable them to violate) applicable law, regulation,
and the Terms.

c. Compliance with Law, Third Party Rights, and Other DeepLeaf
Terms of Service

You will comply with all applicable law, regulation, and
third-party rights (including without limitation laws regarding
the import or export of data or software, privacy, and local
laws). You will not use the APIs to encourage or promote illegal
activity or violation of third-party rights. You will not
violate any other terms of service with DeepLeaf, Co. (or its
affiliates).

d. Permitted Access

You will only access an API by the means described in the
documentation of that API.

e. Communication with DeepLeaf, Co.

We may send you certain communications in connection with your
use of the APIs. Please review the applicable API Documentation
for information about opting out of certain types of
communication (if applicable).

f. DeepLeaf, Co.’s RIGHT TO USE CUSTOMER MATERIAL

(i) You hereby grant to DeepLeaf, Co. a royalty-free, worldwide,
permanent, sub-licensable, transferable and non-exclusive right
to use the Customer Material for providing the Services.
“Customer Material” shall mean and include any and all material
sent by you and/or your end-users to DeepLeaf, Co., including
but not limited to pictures, time stamps, GPS data (but only the
second decimal digit to prevent that GPS data may be interpreted
as personal data) as well as all other information that is
connected to the pictures and/or required for the evaluation of
the pictures and/or are created in the course of evaluation

(ii) The rights of use granted by you to DeepLeaf, Co. for the
purpose of performing the Services particularly include, without
limitation, the rights to use, reproduce, distribute and to make
it available (including, without limitation, through interactive
products or services), to perform, and to display and
disseminate the Customer Material through all kinds of media in
printed and electronic form. Furthermore, DeepLeaf, Co. for the
purpose of performing the Services is in particular (without
limitation) entitled to produce and distribute printed copies
and copies in electronic formats and to make the Customer
Material available, for the display on fixed and mobile devices,
and all other known or unknown forms of use. Furthermore,
DeepLeaf, Co. is entitled to store the Customer Material on its
servers and/or secure third-party servers, has the right to
grant sublicenses and to use the Customer Material for training
and improvement purposes as well as for validation, both in
commercial and non-commercial ways, and to exploit the Customer
Material to the widest extent needed in order to perform the
Services.

(iii) You represent and warrant that Customer Material does not
infringe the rights of third parties. If third parties
(including but not limited to your end-users) assert a violation
of their rights against DeepLeaf, Co. due to Customer Material,
you shall indemnify and hold harmless DeepLeaf, Co. from all
damages and costs caused thereby. You shall assist DeepLeaf, Co.
in the judicial and out-of-court settlement of such disputes
with third parties. The sole right to conclude litigation and
the right to conclude settlements remains with DeepLeaf, Co.,
whereby DeepLeaf, Co. agrees not to conclude any litigation nor
settlements without prior consultation with you.

(iv) DeepLeaf, Co. is entitled to use, communicate, sell or
distribute metadata and statistics originating from Customer
Material to parties other than DeepLeaf, Co. or you, without
disclosing the name or identity of the Customer. DeepLeaf, Co.
shall be entitled to capitalize on all Customer Material for
internal modelling and machine learning.

g. Non-Exclusivity

The Terms are non-exclusive. You acknowledge that DeepLeaf, Co.
may develop products or services that may compete with the
Customer Applications or any other products or services.

h. DeepLeaf, Co.’S RIGHTS AND OBLIGATIONS

(i) During the Term and subject to the Terms set forth herein,
DeepLeaf, Co. shall provide a personalized API-Product-Key and
the API Documentation to you as of the Execution Date and grant
you the non-exclusive, worldwide, non-transferable and
non-sublicensable limited right to include the API only into the
Customer Applications and use the API and perform the Services
as of the Effective Date.

(ii) You understand and agree that not all crop diseases can be
detected automatically by using the API, but only a certain
number of diseases which can vary depending on crops species
and/or type of disease. For the avoidance of any doubts, the
diseases and crops are within the scope of API detection are
listed in the{” “}

Specifications List

. DeepLeaf, Co. specifically excludes any warranty for the
detection of crops diseases not listed in the Specifications
List. You agree that DeepLeaf, Co. shall have sole discretion to
decide whether to add additional crop species and/or diseases to
the Specifications List. The Specifications List shall therefore
be a dynamic document which is subject to modifications under
the sole discretion of DeepLeaf, Co. and shall not require your
consent. Any changes in the Specifications List shall be
notified fortnightly to you via email. For avoidance of doubt,
it is clarified that changes made in the Specifications List are
intended to improve the overall API service.

(iii) DeepLeaf, Co.’s Services are only performed under the
assumption that you implement and/or use the Services in a
manner that only anonymous data are transferred to DeepLeaf, Co.
and that you do not communicate any information which would
enable DeepLeaf, Co. to draw conclusions to any end-users’
identity.

(iv) You agree that DeepLeaf, Co. shall be obliged to provide
Services to you for all queries raised by you, subject to fair
use of the API by you such that the monthly number of queries
raised by you in a calendar month shall not exceed the API
Limitation set forth in the Order Form.

a. Customer Applications and Monitoring

The APIs are designed to help you enhance your proprietary
applications (“Customer Applications”). YOU AGREE THAT DeepLeaf,
Co. MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE
DeepLeaf, Co. SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE
TERMS. This monitoring may include DeepLeaf, Co. accessing and
using your Customer Applications, for example to identify
security issues that could affect DeepLeaf or its users. You
will not interfere with this monitoring. DeepLeaf, Co. may use
any technical means to overcome such interference. DeepLeaf, Co.
may suspend access to the APIs by you or your Customer
Applications without notice if we reasonably believe that you
are in violation of the Terms.

b. Ownership

DeepLeaf, Co. does not acquire ownership in your Customer
Applications, and by using our APIs, you do not acquire
ownership of any rights in our APIs or the content that is
accessed through our APIs.

c. User Privacy and Customer Applications

You will comply with all applicable privacy laws and regulations
including those applying to personal data. You will provide and
adhere to a privacy policy for your Customer Applications that
clearly and accurately describes to users of your Customer
Applications what user information you collect and how you use
and share such information (including for advertising) with
DeepLeaf, Co. and third parties.

a. API Prohibitions

When using the APIs, you may not (or allow those acting on your
behalf to):

1. Sublicense an API for use by a third party. Consequently, you
   will not create any Customer Application that functions
   substantially the same as the APIs and offer it for use by
   third parties.
2. Perform an action with the intent of introducing to DeepLeaf,
   Co. services any viruses, worms, defects, Trojan horses,
   malware, or any items of a destructive nature.
3. Defame, abuse, harass, stalk, or threaten others.
4. Interfere with or disrupt the APIs or the servers or networks
   providing the APIs.
5. Promote or facilitate unlawful online gambling or disruptive
   commercial messages or advertisements.
6. Reverse engineer the API or attempt to extract the source code
   from any API or any related software.
7. Use the APIs for any activities where the use or failure of
   the APIs could lead to death, personal injury, or
   environmental damage (such as the operation of nuclear
   facilities, air traffic control, or life support systems).
8. Remove, obscure, or alter any DeepLeaf, Co. terms of service
   or any as to or notices of those terms.

b. Confidential Matters

1. Developer credentials (such as passwords, keys, and client
   IDs) are intended to be used by you. You will keep your
   credentials confidential and make reasonable efforts to
   prevent any unauthorized person and/or any third-party from
   using your credentials. In the event of any misuse and/or
   unauthorized use of your credentials, you will inform us
   immediately and reasonably cooperate with us to promptly stop
   such misuse and/or unauthorized use.
2. Our communications to you and our APIs may contain DeepLeaf,
   Co. confidential information. DeepLeaf, Co. confidential
   information includes any materials, communications, and
   information that are marked confidential or that would
   normally be considered confidential under the circumstances.
   If you receive any such information, then you will not
   disclose it to any third party without DeepLeaf, Co.’s prior
   written consent. DeepLeaf, Co. confidential information does
   not include information that you independently developed, that
   was rightfully given to you by a third party without
   confidentiality obligation, or that becomes public through no
   fault of your own. You may disclose DeepLeaf, Co. confidential
   information when compelled to do so by law if you provide us
   reasonable prior notice, unless a court orders that we not
   receive notice.

f. Prohibitions on Content

All content related to the API or Services, is considered the
intellectual property of DeepLeaf, Co., that is owned and
developed by and is proprietary to DeepLeaf, Co. including the
design, structure and naming of fields in all responses and
requests; any written or picture content shared through the API
as response against query raised, and the design of API, in any
part or as a whole (“API Services Content”). You will not, and
will not permit your end users or others acting on your behalf
to, do the following with content returned from the APIs:

1. Scrape, build databases, or otherwise create permanent copies
   of such API Services Content, or keep cached copies longer
   than permitted by the cache header;
2. Copy, translate, modify, create a derivative work of, sell,
   lease, lend, convey, distribute, publicly display, or
   sublicense API Services Content to any third party;
3. Misrepresent the source or ownership of such API Services
   Content; or
4. Remove, obscure, or alter any copyright, trademark, or other
   proprietary rights notices in the API Services Content.

a. Brand Features

“Brand Features” is defined as the trade names, trademarks,
service marks, logos, domain names, and other distinctive brand
features of each party. Except where expressly stated, the Terms
do not grant either party any right, title, or interest in or to
the other party’s Brand Features. All use by you of DeepLeaf,
Co.’s Brand Features (including any goodwill associated
therewith) will inure to the benefit of DeepLeaf, Co..

b. Attribution

You agree to display any attribution(s) required by DeepLeaf,
Co. as described in the documentation for the API. DeepLeaf, Co.
hereby grants to you a nontransferable, nonsublicenseable,
nonexclusive license while the Terms are in effect to display
DeepLeaf, Co.’s Brand Features for the purpose of promoting or
advertising that you use the APIs. You must only use the
DeepLeaf, Co. Brand Features in accordance with the Terms and
for the purpose of fulfilling your obligations under this
Section.
{/* In using DeepLeaf, Co.’s Brand Features, you must
follow the{” “}

DeepLeaf, Co. Brand Features Use Guidelines
. */}
You understand and agree that DeepLeaf, Co. has the sole
discretion to determine whether your attribution(s) and use of
DeepLeaf, Co.’s Brand Features are in accordance with the above
requirements and guidelines.

c. Publicity

You will not make any press release or public announcement
regarding this Agreement and/or your use of an API which
suggests partnership with, sponsorship by, or endorsement by
DeepLeaf, Co. without DeepLeaf, Co.’s prior written approval.

d. Promotional and Marketing Use

You will not use our name in any of your advertising or other
material(s) without DeepLeaf, Co.’s prior written approval.

a. Term

This Agreement shall commence upon the Effective Date set forth
in the Order Form and shall remain in full force for a period as
expressly set forth in the Order Form, unless terminated earlier
in accordance with the terms of this Agreement (“Term”).

b. Termination

(i) If you want to terminate the Terms, you must provide
DeepLeaf, Co. with prior written notice of thirty (30) days and
upon termination, cease your use of the applicable APIs. (ii)
DeepLeaf, Co. reserves the right to terminate the Terms with you
or discontinue the APIs or any portion or feature or your access
thereto for any reason and at any time without liability or
other obligation to you.

(iii) DeepLeaf, Co. shall be entitled to terminate the Agreement
for good cause with immediate effect in the event of a material
breach or default of this Agreement by the Customer. A material
breach of Customer which entitles DeepLeaf, Co. to terminate
this Agreement for cause shall include, but not be limited to:

1. a breach of the obligation to only use the API for the
   Customer Application(s);
2. a breach of the terms of this Agreement to the extent that the
   personalized API Product Key is passed on to any third party;
3. a breach under Section 2(h)(iv); and
4. default of Customer to make payment of the Fees.

(iv) Any termination must be in writing.

(v) Termination of this Agreement in accordance with this
Section 8 shall not affect or impair DeepLeaf, Co.’s right to
pursue any legal remedy, including, but not limited to, the
right to recover damages, for any harm suffered or incurred by
DeepLeaf, Co. as a result of such breach or default.

c. Your Obligations Post-Termination

Upon any termination of the Terms or discontinuation of your
access to an API, you will immediately stop using the API, cease
all use of the DeepLeaf, Co. Brand Features, and delete any
cached or stored content that was permitted by the cache header
under Section 5.

d. Surviving Provisions

When the Terms come to an end, those terms that by their nature
are intended to continue indefinitely will continue to apply,
including but not limited to: Sections 4b, 5, 8, 9, and 10.

a. Warranties

Except as expressly set out in the Terms, neither DeepLeaf, Co.
nor its Affiliates make any specific promises about the APIs.
For example, we don’t make any commitments about the content
accessed through the APIs, the specific functions of the APIs,
or their reliability, availability, merchantability, fitness for
a particular purpose, and non-infringement or ability to meet
your needs. We provide the APIs “as is”. Except as expressly
provided for in the Terms, to the extent permitted by law, we
exclude all warranties, guarantees, conditions, representations,
and undertakings.

b. Limitation of Liability

Neither DeepLeaf, Co. nor any of its Affiliates or their
respective officers, directors, employees, shall be liable for
any breach of statutory duty or misrepresentation, or otherwise,
for any: indirect, special, incidental or consequential,
exemplary or punitive damages; loss of profits, revenue or data;
loss of contracts or opportunity or increased production costs
or cost of substitute services suffered by any person under or
in connection with this Agreement.

Subject to the paragraph above, (i) DeepLeaf, Co. is not liable
for slightly negligent breach of ancillary obligations under
this Agreement; and (ii) the total liability of DeepLeaf, Co.
for any claim under the Terms, including for any implied
warranties, is limited to the amount you paid us to use the
applicable APIs (or, if we choose, to supplying you the APIs
again) during the six (06) months immediately preceding the
event giving rise to the liability. In all cases, DeepLeaf, Co.
will not be liable for any expense, loss, or damage that is not
reasonably foreseeable.

c. Indemnification

Unless prohibited by applicable law, if you are a business, you
will defend and indemnify DeepLeaf, Co., and its affiliates,
directors, officers, employees, and users, against all
liabilities, damages, losses, costs, fees (including legal
fees), and expenses relating to any allegation or third-party
legal proceeding to the extent arising from: your misuse or your
end user’s misuse of the APIs; your violation or your end user’s
violation of the Terms; or any content or data routed into or
used with the APIs by you, those acting on your behalf, or your
end users.

a. Modification

We may modify the Terms or any portion to, for example, reflect
changes to the law or changes to our APIs. You should look at
the Terms regularly. We’ll post notice of modifications to the
Terms within the documentation of each applicable API, to this
website. Changes will not apply retroactively and will become
effective no sooner than 30 days after they are posted. But
changes addressing new functions for an API or changes made for
legal reasons will be effective immediately. If you do not agree
to the modified Terms for an API, you should discontinue your
use of that API. Your continued use of the API shall be deemed
as your acceptance of the modified Terms.

b. General Legal Terms

We each agree to contract in the English language. If we provide
a translation of the Terms, we do so for your convenience only
and the English Terms will solely govern our relationship. The
Terms do not create any third-party beneficiary rights or any
agency, partnership, or joint venture. Nothing in the Terms will
limit either party’s ability to seek injunctive relief. We are
not liable for failure or delay in performance to the extent
caused by circumstances beyond our reasonable control. If you do
not comply with the Terms, and DeepLeaf, Co. does not take
action right away, this does not mean that DeepLeaf, Co. is
giving up any rights that it may have (such as taking action in
the future). If it turns out that a particular term is not
enforceable, this will not affect any other terms. The Terms are
the entire agreement between you and DeepLeaf, Co. relating to
its subject and supersede any prior or contemporaneous
agreements on that subject. For information about how to contact
DeepLeaf, Co., please visit our{” “}

contact page

.

The laws of the Delaware State, the United State of America,
except for the UN Sales Convention (United Nations Convention on
Contracts for the International Sale of Goods dated 11.4.1980),
will apply to any disputes arising out of or related to the
Terms or the APIs. All disputes and/or claims arising out of or
relating to the Terms or the APIs shall be subject to the
exclusive jurisdiction of the courts at the Delaware State, the
United State of America.