SaaS Subscription Agreement and Terms of Service

These SaaS Subscription Agreement and Terms of Service ("Terms") are a legal agreement between you and Idunn AI LLC, an Oregon limited liability company ("Idunn AI", "we", "us"). By accessing or using the Idunn AI web app, iOS app, Android app, APIs, or any related service (collectively, the "Service"), you agree to these Terms on behalf of yourself and, if applicable, the organization you represent.

If you do not agree to these Terms, do not use the Service. These Terms apply alongside the Privacy Policy, Disclaimer, and any other notices published in the app. In the event of a conflict, these Terms govern.

PLEASE READ THE "DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW" SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS: IT REQUIRES INDIVIDUAL BINDING ARBITRATION OF MOST DISPUTES, WAIVES CLASS ACTIONS AND JURY TRIALS, AND LETS YOU OPT OUT WITHIN 30 DAYS.

You must be at least 18 years old and have the legal capacity to enter into this agreement. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

You are responsible for maintaining the confidentiality of your account credentials, controlling access to your account, and all activity that occurs under your account. Notify us promptly at security@idunnai.com if you suspect unauthorized access.

You may not create accounts for others without their knowledge, share accounts, or use automated means to create or access accounts.

Subject to these Terms and payment of applicable fees, Idunn AI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for lawful farm and agricultural business operations, solely through authorized, individually licensed user accounts within your own organization workspace.

Prohibited uses include: copying, reselling, sublicensing, renting, or commercially redistributing the Service; reverse engineering, decompiling, disassembling, or attempting to extract or derive the source code, prompts, instructions, workflows, models, architecture, data structures, or trade secrets of the Service; using the Service, or any output, structure, or content of the Service, to develop, train, benchmark, or assist a competing or substantially similar product, service, dataset, or model, or for any competitive analysis; scraping, crawling, harvesting, indexing, bulk-downloading, or using any bot, script, headless browser, or other automated means to access, monitor, or copy the Service or its data beyond normal interactive use by a licensed user; circumventing access controls, rate limits, or organization boundaries; sharing accounts or login credentials, or providing access to or displaying the Service to anyone who is not an authorized, individually licensed user within your organization; uploading data you do not have permission to process; falsifying records, signatures, dates, or identities; and using the Service to mislead regulators, auditors, customers, or other parties.

These restrictions supplement the Confidentiality, Trade Secrets, and Protection of the Service section below. We may investigate suspected misuse and suspend or terminate access without advance notice when necessary to protect the Service or other users.

Subscriptions and fees are billed through the Idunn AI LLC website via our third-party payment processor. The Service does not offer in-app purchases through the Apple App Store or Google Play. You must have a valid payment method on file to maintain an active subscription.

Subscription fees are charged in advance for the applicable billing period and may renew automatically until canceled according to the checkout, invoice, subscription, or written ordering terms that apply to your account. Unless required by law or stated in a separate written agreement, fees are non-refundable.

Different account types may carry different plans. Organization accounts may include a base plan and self-serve add-on user seats charged by quantity; adding seats may apply an immediate prorated charge, and removing seats may apply a prorated credit toward future fees rather than a cash refund, in each case at the rates and terms then in effect. Packing house accounts carry their own separate subscription billed on their own terms. Where the app makes a billing portal available, an account administrator may use it to review invoices, update payment methods, and manage that account's subscription.

The Service may allow an organization to operate with more active members or pending invitations than its paid seats. Any such allowance is a convenience only, does not waive or reduce fees, does not suspend your obligation to maintain sufficient paid seats for your authorized users, and does not entitle you to continued use beyond your subscription.

We may change pricing with reasonable advance notice. Continued use after a price change takes effect constitutes acceptance of the new pricing.

If payment fails, we may suspend or restrict access until payment is resolved. You remain responsible for all charges incurred before suspension.

An organization owner may grant one or more packing houses (or similar fruit receivers or handlers) read-only access to that organization's orchard map, the documents the organization chooses to share from its data library, and its spray recommendation records. This access is optional, is controlled by the organization owner, and can be turned off at any time in settings.

Sharing is a convenience feature. The organization is solely responsible for deciding what to share, for confirming it has the right to share it, and for not sharing records it is not permitted to disclose. Idunn AI does not review shared records and does not control how a packing house uses, stores, or further distributes anything it can view or download.

A packing house is a separate account holder bound by these Terms. Its access to an organization's existing records is read-only — it cannot create, edit, or delete an organization's logs, maps, documents, or other records. A packing house may, however, record its own block-level or whole-orchard field observations ("field notes" and orchard logs, such as fruit-pressure or maturity readings and starch tests, which may include photos) and may choose to share an individual note or log with the organization. A shared note or log, including any attached photo, becomes visible to the organization as advisory, third-party information — including, where the organization has enabled it, within the organization's in-app assistant and as a notification — and may be unshared or deleted by the packing house. A packing house may have more than one authorized user, including an administrator who manages that packing house's own users and account settings, and each such user is individually bound by these Terms. Field notes are convenience information only, may be incomplete, approximate, or wrong, are not professional or agronomic advice, and must be independently verified; the organization is responsible for any decision it makes based on them. Idunn AI does not review field notes and is not a party to, and is not liable for, any agreement, expectation, dispute, or reliance between an organization and a packing house, including any decision either makes based on shared maps, acreage, documents, recommendations, or field notes.

A packing house may also send an organization a request for a document (for example, a food-safety certificate, a Product Use Report, or spray records). Such a request is only a message: it does not grant any access, and the organization decides whether, when, and what to share in response and may dismiss the request. The organization remains solely responsible for confirming it has the right to share anything it sends and for not disclosing anything it is not permitted to share. Idunn AI does not review requests or responses, does not control how either party uses what is exchanged, and is not a party to, and is not liable for, any request, response, expectation, or dispute between an organization and a packing house.

Idunn AI LLC and its licensors retain all rights in the Service, including the software, source code, object code, AI prompts, workflows, models, UI, design, generated output structures, documentation, know-how, trade secrets, trademarks, copyrights, and all related intellectual property. These Terms do not grant you any ownership interest in the Service.

You retain ownership of the farm operational data, records, files, and content you enter into the Service. By using the Service, you grant Idunn AI a limited license to host, process, copy, transform, extract, display, transmit, back up, and export your data solely as needed to provide, secure, troubleshoot, and improve the Service as described in the Privacy Policy.

You may not reproduce, distribute, publicly display, or create derivative works from any part of the Service without written permission.

If you choose to give Idunn AI feedback, suggestions, feature ideas, or improvement requests, you grant Idunn AI a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and incorporate them into the Service without restriction, attribution, or obligation to you.

The Service embodies valuable, non-public intellectual property and trade secrets of Idunn AI, including its software, design, user interface and experience, screen flows, the selection, combination, and arrangement of its features, data models and field structures, templates, checklists, scoring and calculation logic, report and export formats, AI instructions and prompt designs, the structure and wording of generated outputs, workflows, and know-how (collectively, the "Confidential Materials"). You acknowledge that the Confidential Materials derive independent economic value from not being generally known, that Idunn AI takes reasonable measures to keep them secret — including these Terms, authentication, access controls, and organization boundaries — and that they are protected as trade secrets and by copyright and other law.

You may access and view the Confidential Materials only as needed to operate your own organization's internal farm and business operations, and only through authorized, individually licensed user accounts within your organization workspace. You must not disclose, publish, post, demonstrate, stream, present, screen-share, or otherwise make the Service or any Confidential Materials available to any person who is not an authorized, licensed user of your organization, and must not provide access to, or display the Service to, any competitor or any person developing or evaluating a competing or substantially similar product.

You must not, and must not permit or help any third party to: copy, reproduce, screenshot, screen-record, photograph, or transcribe any part of the Service in order to disclose it outside your organization, publish it, or recreate its functionality, design, structure, or content; reverse engineer, decompile, disassemble, or attempt to derive the source code, prompts, models, workflows, structure, or trade secrets of the Service; use the Service or its outputs to build, train, benchmark, or improve a competing or substantially similar product, dataset, or machine-learning model; or scrape, crawl, harvest, index, bulk-export, or use any bot, script, or automated means to access, monitor, or copy the Service or its data beyond normal interactive use by a licensed user.

You must keep account credentials confidential, must not share logins, and must not allow access by anyone other than the individually authorized users licensed under your subscription. Disclosing, displaying, or providing access to the Service or Confidential Materials outside your authorized organization users is a material breach of these Terms.

These obligations are in addition to Idunn AI's rights under copyright, trade secret, contract, and other law, apply for as long as the relevant information remains non-public, and survive termination. Nothing in these Terms transfers any ownership of the Service or the Confidential Materials to you.

You agree that any actual or threatened breach of the intellectual property, confidentiality, or use-restriction provisions of these Terms would cause Idunn AI irreparable harm for which monetary damages are inadequate, and that Idunn AI is entitled to seek immediate injunctive and other equitable relief, in addition to all other remedies, without the need to post a bond.

If you believe that material stored in the Service infringes your copyright, send a written notice to our designated copyright agent at legal@idunnai.com that includes: (1) identification of the copyrighted work you claim is infringed; (2) identification of the material you claim is infringing and information reasonably sufficient for us to locate it; (3) your name, mailing address, telephone number, and email address; (4) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (5) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf; and (6) your physical or electronic signature.

We may remove or disable access to material that is claimed to be infringing, may notify the user who stored it, and accept counter-notifications that comply with 17 U.S.C. § 512(g). We may terminate, in appropriate circumstances, the accounts of users who are repeat infringers. Knowingly misrepresenting that material is infringing, or that it was removed by mistake, can create liability under 17 U.S.C. § 512(f).

Either party may terminate this agreement at any time. You may stop using the Service and request account deletion. We may suspend or terminate your access for nonpayment, misuse, violation of these Terms, legal requirements, or risk to the Service or other users.

Upon termination, export any records you need before access ends. Idunn AI is not liable for records lost or inaccessible because of account closure, subscription lapse, organization disputes, or feature removal.

Sections covering Intellectual Property; Confidentiality, Trade Secrets, and Protection of the Service; Disclaimer of Warranties; Limitation of Liability; Indemnification; and Dispute Resolution, Arbitration, and Governing Law survive termination.

To the maximum extent permitted by law, the Service is provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of accuracy, completeness, reliability, merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, or error-free service.

Idunn AI LLC does not warrant that the Service will satisfy any regulatory, audit, employment, pesticide, food safety, payroll, or compliance requirement, or that any output will be admissible, accepted, complete, current, or correct.

To the maximum extent permitted by law, Idunn AI LLC and its owners, operators, affiliates, and service providers are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, business interruption, fines, penalties, crop loss, employment claims, regulatory actions, or decisions made using the Service.

If liability cannot be excluded, it is limited to the amount paid for the Service during the three months before the event giving rise to the claim, or one hundred dollars if no amount was paid, unless applicable law requires otherwise.

These limitations apply to all theories of liability, even if a remedy fails of its essential purpose and even if we were advised of the possibility of damages.

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Idunn AI LLC and its owners, operators, affiliates, and service providers from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from: your data or content; your use of the Service; your violation of these Terms or applicable law; your farm operations, employment practices, or pesticide use; or your reliance on Service outputs for regulated, legal, or safety decisions.

Informal resolution first. Before starting any arbitration or lawsuit, you agree to first try to resolve the dispute informally by sending a written description of the dispute and the relief you seek to legal@idunnai.com, and to allow at least 30 days for good-faith resolution. Completing this informal-resolution period is a precondition to filing a claim.

Agreement to arbitrate. Except for the matters carved out below, you and Idunn AI agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your use of the Service — whether based on contract, tort, statute, fraud, misrepresentation, or any other theory — will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, where they apply, its Consumer Arbitration Rules) then in effect. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitration will be conducted in English, seated in Multnomah County, Oregon, and may proceed by videoconference, telephone, or written submissions where the rules allow. Judgment on the award may be entered in any court of competent jurisdiction.

Arbitration costs and location. The AAA rules govern payment of filing, administrative, and arbitrator fees. For any claim brought by a consumer or other individual where the AAA Consumer Arbitration Rules apply, Idunn AI will pay those arbitration fees to the extent they exceed the cost of filing the same claim in court, and the arbitration will be held in the county where the individual resides or by videoconference, telephone, or written submission, at the individual's election. This section is not intended to require any party to bear costs that would make arbitration prohibitively expensive; if it would, the arbitrator or a court may allocate costs as needed to keep this agreement enforceable. Each party otherwise bears its own attorneys' fees except where a statute or these Terms allow a prevailing party to recover them.

Delegation. The arbitrator, and not any court, has exclusive authority to resolve all threshold issues, including the arbitrability, scope, interpretation, enforceability, and validity of this arbitration agreement — except that a court, and not the arbitrator, decides the enforceability of the Class Action Waiver below.

Class action waiver. You and Idunn AI agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private-attorney-general, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief for that party's individual claim. If this Class Action Waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided by a court, while all other claims proceed in arbitration.

Carve-outs. Notwithstanding the above, (a) either party may bring an individual claim in small claims court if it qualifies; and (b) either party may seek injunctive or other equitable relief in the state or federal courts located in Multnomah County, Oregon to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property, confidential information, or trade secrets, or any breach of the confidentiality and use-restriction provisions of these Terms.

Remedies. In arbitration, the arbitrator may award any remedy that would be available to the individual party in an individual court action under applicable law, including statutory damages and attorneys' fees where a statute authorizes them. Nothing in these Terms — including the limitation of liability and damages cap — waives or limits any remedy or right that applicable law does not allow to be waived.

30-day opt-out. You may opt out of this arbitration agreement and Class Action Waiver by sending written notice to legal@idunnai.com within 30 days of first accepting these Terms, stating your name, your account email, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of these Terms; if you opt out, the governing-law and venue provisions below apply to your disputes.

Governing law and venue. These Terms and any dispute are governed by the laws of the State of Oregon, without regard to conflict-of-law principles. Except for matters subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Multnomah County, Oregon, waive any objection to that venue, and waive, to the maximum extent permitted by law, any right to a jury trial.

Time limit. To the maximum extent permitted by law, any claim arising out of or relating to the Service or these Terms must be filed within one year after the claim arose; otherwise it is permanently barred. This shortened period does not apply where a longer limitations period is required by law and cannot be shortened by agreement.

If you downloaded this app from the Apple App Store, the following terms apply: (a) these Terms are between you and Idunn AI LLC only, not Apple Inc. ("Apple"); (b) Apple has no obligation to provide any maintenance, support, warranty, or indemnity for the app; (c) Apple is not responsible for any claims by you or a third party relating to the app or your possession or use of it, including product liability claims, consumer protection claims, or intellectual property infringement claims; (d) Apple and its subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance, will have the right to enforce these Terms against you; (e) you represent that you are not located in a country subject to a U.S. government embargo or designated as a terrorism-supporting country, and are not listed on any U.S. government prohibited or restricted party list.

If you downloaded this app from the Google Play Store, these Terms are between you and Idunn AI LLC only, and not with Google LLC ("Google"). Google is not a party to these Terms, is not responsible for the app or its content, has no obligation to provide maintenance or support for the app, and is not liable for any claims relating to the app or your use of it. Your use of the app must also comply with the then-current Google Play Terms of Service.

We may update these Terms as the Service, laws, or business practices change. We will notify you of material changes through the app or by email, and for material changes we may require you to review and accept the updated Terms within the app before you can continue using the Service. Continued use after an update takes effect constitutes acceptance. If you do not accept the updated Terms, you should stop using the Service and request account deletion by contacting support@idunnai.com.

Entire agreement. These Terms, together with the Privacy Policy, Consumer Health Data Privacy Notice, Disclaimer, and any checkout, subscription, or written ordering terms for your account, are the entire agreement between you and Idunn AI regarding the Service and supersede all prior or contemporaneous agreements, proposals, and representations about the Service.

Assignment. You may not assign or transfer these Terms, your account, or any rights under them without Idunn AI's prior written consent, and any attempted assignment without consent is void. Idunn AI may assign these Terms without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of assets, or to an affiliate.

No third-party beneficiaries. Except for Apple and its subsidiaries as described in the Apple App Store Terms section, and the owners, operators, developers, affiliates, and service providers entitled to the protections of the warranty disclaimers, limitations of liability, releases, and indemnities in these Terms and the Disclaimer, these Terms create no third-party beneficiary rights.

Force majeure. Idunn AI is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, severe weather, epidemics, labor disputes, war, terrorism, civil unrest, government action, power or telecommunications failures, internet or hosting outages, third-party provider failures, and denial-of-service or other attacks.

Notices and electronic contracting. Idunn AI may provide notices to you by email to the address associated with your account, by posting in the app, or both, and notice is effective when sent or posted. Except where these Terms state otherwise, legal notices to Idunn AI must be sent to legal@idunnai.com. You consent to receive notices, contract, and sign electronically, and you agree that your electronic acceptance of these Terms and related notices has the same legal effect as a handwritten signature.

Export compliance. You may not access, use, or export the Service in violation of United States export control or sanctions laws and regulations.

Severability; waiver; interpretation. If any provision of these Terms is held unenforceable, it will be modified or severed to the minimum extent necessary and the remaining provisions remain in full effect. A failure to enforce any provision is not a waiver of the right to enforce it later. Headings are for convenience only, and "including" means "including without limitation."

Idunn AI LLC — Oregon, United States

Privacy inquiries: privacy@idunnai.com

Legal inquiries: legal@idunnai.com

Security concerns: security@idunnai.com

Billing questions: billing@idunnai.com