Terms of Service

1. Definitions

• “Service” means The Agentic Grove web application and related software, including the farm operations, ERP, CRM, analytics, and administrative features, and any associated APIs, documentation, and updates.
• “Customer Data” means all data, content, and information that you or your authorized users submit to or generate through the Service, including farm, lot, lifecycle, pricing, cost, customer-relationship, employee, payroll, financial, and operational data.
• “Authorized User” means an individual you permit to use the Service under your account (e.g., employees, contractors, or farm staff).
• “Account” means your registered access to the Service.
• “Master Subscription Agreement” means a written subscription agreement, with its Order Forms and schedules, signed by your organization and The Agentic Grove.

2. Eligibility and Accounts

2.1 You must be at least 18 years old and capable of forming a binding contract to use the Service.

2.2 You are responsible for the accuracy of registration information and for keeping your login credentials confidential. You are responsible for all activity that occurs under your Account and those of your Authorized Users.

2.3 You must notify us promptly at info@theagenticgrove.com of any unauthorized use of your Account or any security breach.

2.4 Certain administrative functions are restricted to approved users. You agree not to attempt to access features or data for which you are not authorized.

2.5 People join an organization only through an invitation: we invite the organization’s Owner, and its administrators invite its other Authorized Users. Invitation links expire. You sign in with an email address and a password (at least 10 characters) or with a Google account.

3. The Service and License

3.1 Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business operations during the term of your subscription.

3.2 We may update, modify, or enhance the Service from time to time. We may add, change, or remove features, provided we do not materially degrade the core functionality you are paying for during a paid term.

3.3 The Service is provided on a software-as-a-service basis. You receive no copy of the underlying software and no right to access source code.

4. Subscriptions, Fees, and Payment

4.1 Access to the Service requires a paid subscription. The plan, fees, billing period, and payment terms are those of your organization’s Order Form under its Master Subscription Agreement. We invoice the fees, and they are paid by bank transfer.

4.2 Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all applicable taxes, duties, and currency-conversion costs.

4.3 Fees are non-refundable except as required by law or as your Master Subscription Agreement expressly states. Fee changes for a renewal term follow that agreement.

4.4 If payment is overdue, we may suspend the Service after written notice, as your Master Subscription Agreement allows.

5. Customer Data and Ownership

5.1 You own your Customer Data. We claim no ownership of it.

5.2 You grant us a worldwide, limited license to host, process, transmit, display, and use Customer Data as necessary to provide, support, and secure the Service, to comply with law, and as otherwise permitted in our Privacy Policy.

5.3 You are responsible for the legality of your Customer Data and for having the rights, notices, and consents necessary to submit it, including any personal information of third parties (such as your employees, buyers, contacts, or suppliers).

5.4 We may generate aggregated and de-identified data derived from use of the Service (which does not identify you or any individual) and may use it to operate, analyze, and improve our products.

5.5 For thirty (30) days after your subscription ends, your administrators may export Customer Data with the Service’s export features, and on a request made within that period we will provide one export of it. After that period we may permanently delete Customer Data. Copies held in backup systems are deleted in the ordinary course, and copies may be kept where the law requires. Our Privacy Policy (Section 9) describes how deletion and backups work.

6. Acceptable Use

You agree not to:

• use the Service unlawfully or in violation of these Terms;
• upload malware or interfere with the Service’s operation or security;
• attempt to gain unauthorized access to any system or data;
• reverse engineer, decompile, or copy the Service except as permitted by law;
• resell, sublicense, or provide the Service to third parties except your Authorized Users;
• use the Service to store or transmit unlawful, infringing, or harmful content; or
• use automated means to access the Service in a manner that imposes an unreasonable load.

7. Third-Party Services

The Service relies on third-party infrastructure and providers, which our Privacy Policy lists as our sub-processors (Section 6): Google Cloud / Firebase (database, sign-in, files, and server functions), Google Vertex AI (only when your organization switches on written AI explanations), Netlify (website hosting), Resend (email delivery), Google reCAPTCHA / App Check (bot protection), and Google Analytics (public website only). Services you choose to use or connect, such as government tax and electronic-invoicing systems, are not our sub-processors. We are not responsible for third-party services outside our control, but we select reputable providers and use them to deliver the Service.

8. Intellectual Property

8.1 We and our licensors own all rights, title, and interest in and to the Service, including all software, designs, trademarks, logos (including “The Agentic Grove” name and marks), and content (excluding Customer Data).

8.2 No rights are granted to you except as expressly stated. You may not use our trademarks without prior written consent.

8.3 If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

9. Privacy and Data Protection

9.1 Our handling of personal information is described in our Privacy Policy, incorporated by reference.

9.2 We process personal information in accordance with applicable laws, including Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and, for users located in Costa Rica, the Ley de Protección de la Persona frente al tratamiento de sus datos personales (Ley N.º 8968) and its regulations, to the extent applicable.

9.3 We currently host Customer Data on Google Cloud in the United States (multi-region nam5). Some of our sub-processors may process information in other countries. We will give notice before moving the primary storage of Customer Data outside the United States or Canada. By using the Service, you consent to such cross-border transfer and processing, subject to appropriate safeguards.

10. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to those who need to know and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully obtained from a third party.

11. Warranties and Disclaimers

11.1 We will provide the Service with reasonable skill and care.

11.2 EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.3 We do not warrant that the Service will be uninterrupted, error-free, or that analytics, forecasts, cost models, payroll, tax or accounting results, recommendations, or written explanations produced with artificial intelligence will be accurate or suitable for any particular decision. Check every result before you rely on it. You are responsible for your own business, agronomic, payroll, tax, and accounting decisions.

12. Limitation of Liability

12.1 To the greatest extent permitted by law, we are not liable for any indirect, incidental, special, consequential, aggravated, exemplary, or punitive damages, or for loss of revenue, profit, crop, production, data, use, or goodwill, or for interruption of the Service, even if advised of the possibility.

12.2 To the greatest extent permitted by law, our total aggregate liability for all claims arising out of or related to these Terms or the Service is limited to the fees (excluding taxes) actually paid to us under the applicable Order Form in the three (3) months immediately preceding the first event giving rise to liability. If your organization has signed a Master Subscription Agreement, the limitation of liability in that agreement applies instead.

12.3 These limitations do not apply to liability that cannot be excluded or limited by law.

13. Indemnification

You will defend, indemnify, and hold harmless The Agentic Grove and its officers, directors, employees, and agents from and against any third-party claims, damages, and costs (including reasonable legal fees) arising from your Customer Data, your use of the Service, or your breach of these Terms or applicable law.

14. Term and Termination

14.1 These Terms apply while you use the Service.

14.2 A subscription runs for the term in its Order Form and renews as that Order Form and the Master Subscription Agreement provide, unless either party gives notice of non-renewal in time. It cannot be cancelled for convenience during a term unless the Order Form allows it. An Authorized User may stop using the Service at any time; their organization’s administrators remove their access.

14.3 We may suspend access as your Master Subscription Agreement allows, including when fees remain unpaid fifteen (15) days after written notice, or immediately for unlawful use or a security risk. Either party may terminate for a material breach that is not cured within thirty (30) days of written notice.

14.4 Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in-app). Your continued use of the Service after the changes take effect constitutes acceptance. The “Last updated” date reflects the current version. Changes to these Terms do not change a signed Master Subscription Agreement.

16. Governing Law and Dispute Resolution

16.1 These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

16.2 The parties will first attempt in good faith to resolve any dispute informally by contacting info@theagenticgrove.com.

16.3 Any dispute that is not resolved informally will be finally resolved by confidential arbitration at ADR Chambers under its Expedited Arbitration Rules, held in Calgary, Alberta, in English, before a single arbitrator, as the Master Subscription Agreement provides. We may nevertheless go to the courts of Alberta in Calgary to collect unpaid fees or to seek injunctive relief.

16.4 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. International Use and Language

17.1 You are responsible for compliance with local laws applicable to your use of the Service, including in Costa Rica.

17.2 These Terms may be provided in English and Spanish for convenience. In the event of any conflict or inconsistency between versions, the English version governs, except where local law requires otherwise.

18. Force Majeure

Neither party is liable for failure or delay due to causes beyond its reasonable control, including acts of God, natural disasters, internet or utility failures, third-party provider outages, failures of government systems, government action, or labor disturbances. This does not excuse the payment of fees.

19. General

19.1 Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger or sale of assets.

19.2 Entire Agreement. These Terms and the Privacy Policy are the entire agreement about their subject and supersede prior agreements on it. A signed Master Subscription Agreement and its Order Forms prevail over these Terms for your organization wherever they conflict.

19.3 Severability. If any provision is unenforceable, the rest remains in effect.

19.4 No Waiver. Failure to enforce a provision is not a waiver.

19.5 Notices. We may send notices to your Account email; you may contact us at info@theagenticgrove.com.

19.6 Relationship. The parties are independent contractors; nothing creates a partnership or agency.

20. Contact

The Agentic Grove

Calgary, Alberta, Canada

Email: info@theagenticgrove.com