Terms of Use

1) Acceptance of Terms

Parties. These Terms are between Grownomic, Inc. ("Grownomic," "we," "us," or "our") and the entity or person that accepts them (the "Customer" or "you"). If you use the Service on behalf of a company or other entity, you represent that you are authorized to bind that entity, and "Customer" refers to that entity.

Agreement to Terms. By creating an account, clicking "Agree," or using the Service, you accept these Terms and our Privacy Policy and Acceptable Use Policy (AUP). We may update these Terms; we'll notify account admins of material changes. Continued use after the effective date constitutes acceptance.

Electronic Communications & E‑Signatures. You consent to receive notices and communications electronically, including via email and in‑product messaging. You agree that click‑throughs, checkboxes, "Agree" buttons, and similar actions constitute electronic signatures and have the same effect as handwritten signatures for forming and modifying agreements related to the Service.

2) Definitions

• Customer: The entity or person that registers an account.
• Service: Grownomic's hosted software and related services (including AI‑assisted tools), and any websites, APIs, and integrations we make available to Customer.
• Customer Content: Assets you provide (copy, images, video, templates, logos, code, configurations).
• Customer Data: Data you or your end users submit or that is collected via your hosted pages (e.g., form entries, analytics identifiers) and your account information.
• Prompts: Natural-language instructions or other inputs to the AI features.
• Outputs: Content produced by the AI features (e.g., text, images, layouts, code).
• Usage Data / Service Data: Telemetry, logs, metrics, and learnings we generate from operating the Service (in aggregate or de-identified form).

3) Accounts & Access

Customer must keep credentials secure and is responsible for activity under its account. Customer will maintain accurate account/billing information and comply with the AUP. We may suspend or restrict the Service for non-payment, security risks, or material breaches.

4) License to the Service

Subject to these Terms and timely payment of fees, Grownomic grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service for Customer's internal business purposes. Except as expressly allowed, Customer will not (and will not permit others to) copy, modify, reverse engineer, resell, or create derivative works of the Service.

5) Customer Content & Data; IP Ownership

Except for Service Data and any Grownomic IP, Customer retains all right, title, and interest in Customer Content, Customer Data, and Prompts. As between the parties, Grownomic retains all right, title, and interest in the Service, its models, software, and Service Data.

5.1 Outputs (AI results)

Grownomic grants Customer a perpetual, irrevocable, worldwide, transferable, and sublicensable license to use, reproduce, modify, distribute, display, perform, and commercialize the Outputs, subject to: (i) third‑party rights; (ii) Customer's compliance with these Terms; and (iii) non‑exclusivity (Outputs may not be unique and similar content may be generated for others). Customer is responsible for reviewing Outputs for accuracy, claims substantiation, brand guidelines, accessibility, and compliance with applicable laws and advertising platform policies.

5.2 Training & Improvements

No foundation-model training on customer content. Grownomic does not train foundation models using Customer Content, Customer Data, Prompts, or Outputs. We use commercially available third‑party AI models via API and configure them—where such controls exist—not to use submitted data for model training or long‑term retention. We will use contractual, configuration, and technical safeguards to support this intent.

Service improvement (aggregate/de‑identified). We may use aggregate, de‑identified telemetry, statistics, and performance signals (e.g., latency, feature usage counts, error rates, high‑level quality metrics) derived from Customer's use of the Service to maintain, secure, and improve the Service.

5.3 Third‑Party Materials & Rights

Customer is responsible for ensuring it has the necessary rights and permissions for Customer Content and any third‑party materials it submits, hosts, publishes, or otherwise makes available through the Service, including where such materials are sourced, suggested, generated, or assembled using AI‑assisted features. Customer represents and warrants that it has obtained, and will maintain, such rights and permissions for its use.

Grownomic is not positioned to verify rights clearance for Customer and does not undertake to do so. Without monitoring obligations, Grownomic may act in good faith on notices of alleged infringement (e.g., by removing or disabling access to disputed materials) and may address repeat infringement consistent with applicable law.

5.4 U.S. DMCA Notice; Repeat Infringer Policy

If you believe content available through the Service infringes your copyright, please send a notice to our designated agent at info@grownomic.ai with: (a) your contact information; (b) identification of the copyrighted work and the material claimed to be infringing; (c) the location (URL) of the material; (d) a statement of good‑faith belief; (e) a statement under penalty of perjury that the information is accurate and you are authorized to act; and (f) your physical or electronic signature. We may remove or disable access to the material and, where appropriate, notify the uploader. We may terminate accounts of repeat infringers consistent with applicable law.

6) Data Protection & Security

We implement appropriate technical and organizational measures to protect Customer Data (e.g., encryption in transit and at rest, access controls, vulnerability management). Where and when privacy laws apply (e.g., GDPR/UK GDPR/CCPA/CPRA), the parties will comply with those laws' minimum requirements. If required by law for Customer's use of the Service, Grownomic will enter into a data processing agreement (DPA) with Customer.

6.1 Sub‑processors; Documentation; Notices

We use vetted sub‑processors to provide the Service and maintain a written list of such providers. We will notify Customer of material sub‑processor changes and, to the extent required by applicable law, will provide such notices in the manner and timing those laws require. Upon request, and subject to confidentiality, we will make available information reasonably necessary to describe our sub‑processing arrangements.

Where legally required, we will maintain documentation such as records of processing activities, data‑transfer mechanisms, and a current list of sub‑processors. If and when a DPA is required by law or by the nature of Customer's data processing with the Service, Grownomic will execute a DPA with Customer that reflects the parties' roles.

6.2 Security Incidents

We will notify Customer without undue delay of any confirmed unauthorized access to Customer Data in our possession and, where applicable law requires, within the timeframes and with the content required by such law. Our notification is not an admission of fault or liability.

6.3 No Regulated Data

The Service is not designed for, and Customer will not submit, process, or store: (a) protected health information (as defined by HIPAA), (b) payment card data subject to PCI‑DSS, or (c) other categories of highly regulated data unless the parties expressly agree in writing.

7) Acceptable Use (AUP)

Customer will not use the Service to: violate laws; infringe IP or privacy rights; generate deceptive, harmful, or prohibited content; spam; probe or disrupt networks; bypass security; or misuse third‑party APIs. High‑risk uses (e.g., medical, legal, credit, housing, or employment decisioning) are prohibited without appropriate human review and compliance measures. Use must comply with applicable advertising platform policies. Customer will ensure it has the rights necessary to use and publicize any third‑party materials via the Service, including where materials were collected, created, or assembled with AI assistance.

8) Hosting, Service Levels & Support

Service Levels. Grownomic understands that uptime for Customer-facing landing pages is important and that disruptions can be costly. Grownomic will use commercially reasonable efforts to operate the Service and to minimize unplanned downtime. Scheduled maintenance may occur; where practicable, Grownomic will provide reasonable advance notice.

Support. Grownomic recognizes the importance of clear, responsive support. Grownomic may provide support channels (e.g., email or ticketing) as described in the Service or documentation. Unless expressly agreed in a signed Order Form, no specific response times, service credits, or other support commitments apply.

9) Integrations & Third‑Party Services

Certain features enable connections to third‑party services (e.g., ad platforms, analytics, CRM). Use of integrations is subject to the third party's terms and privacy policy. Customer authorizes Grownomic to exchange Customer Data with such services as necessary to provide the integration. Integrations are provided "as is"; Grownomic is not responsible for third‑party services. Customer will ensure it has the rights necessary to transmit, use, publicize, and host any third‑party materials via the Service and integrations, including materials collected or assembled through AI‑assisted features.

10) Fees, Taxes, and Usage Limits

Fees, billing cycles, usage limits (e.g., tokens, page views, bandwidth, build minutes), and any overage rates appear in the Order Form or in‑product plan details. Fees are non‑cancelable and non‑refundable except as expressly stated in these Terms or an Order Form. Prices are exclusive of taxes; Customer is responsible for applicable taxes, excluding Grownomic's income taxes. Late payments may incur service suspension after notice. To protect platform stability, Grownomic may implement reasonable technical limits (for example, rate limiting or caps on bandwidth, page views, or build minutes) and may restrict or suspend abusive or disruptive use.

11) Term & Termination; Data Return/Deletion

Term: The subscription term is as stated in the Order Form and auto‑renews for successive terms unless either party gives timely notice of non‑renewal.

Termination for Convenience (No Mid‑Term). Either party may elect not to renew effective at the end of the then‑current term by giving at least 30 days' prior notice.

Termination for Cause: Either party may terminate for uncured material breach (30 days' notice) or if the other party becomes insolvent.

Data Return/Deletion (Minimum Legal Requirements). Upon expiration or termination, to the extent required by applicable law and upon Customer request, Grownomic will make Customer Content and Customer Data reasonably available for export. Except to the extent retention is required by law or permitted for legitimate business purposes (e.g., billing records, security logs, dispute resolution), Grownomic will delete or anonymize Customer Content and Customer Data from active systems within timeframes required by applicable law; backup copies will be purged in the ordinary course of business.

12) Warranties; Beta Features

The Service will substantially conform to the then-current documentation. Beta or pre-release features are provided "as is," may be changed or withdrawn at any time, and are excluded from SLAs and warranties.

13) Disclaimers (Including AI-Specific)

THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." GROWNOMIC DOES NOT WARRANT THAT OUTPUTS WILL BE ERROR-FREE, ACCURATE, UNIQUE, OR FIT FOR A PARTICULAR PURPOSE. CUSTOMER IS RESPONSIBLE FOR HUMAN REVIEW AND FOR COMPLIANCE WITH APPLICABLE LAWS AND AD PLATFORM POLICIES.

14) Indemnities

• By Customer: Customer will defend and indemnify Grownomic from third‑party claims to the extent arising from (a) Customer Content, Prompts, third‑party materials, or Customer's use of Outputs (including claims alleging infringement of intellectual property, publicity, or privacy rights); (b) Customer's use of the Service in violation of these Terms or law; or (c) integrations configured by Customer, including where materials were sourced, suggested, generated, or assembled using AI‑assisted features.
• By Grownomic: Grownomic will defend and indemnify Customer against third‑party claims that the Service (excluding Customer Content, Prompts, Outputs, and third‑party components) directly infringes intellectual property rights, provided Customer promptly notifies us and cooperates. Remedies may include modifying the Service, procuring rights, or terminating impacted features with a prorated refund for the affected portion.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES; and (b) EACH PARTY'S TOTAL LIABILITY IS CAPPED AT THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE last 12 months BEFORE THE EVENT GIVING RISE TO LIABILITY. These limits do not apply to unpaid fees, infringement/indemnity obligations, or liability that cannot legally be limited.

16) Confidentiality

Each party may use the other's Confidential Information only to perform under these Terms and will protect it with reasonable care. Exceptions apply for information that is public, independently developed, or rightfully obtained without restriction. Required disclosures (e.g., by law) are permitted with notice where lawful.

17) Publicity

Grownomic may identify Customer (name and logo) as a customer on its website and in marketing materials. Customer may opt out by written notice at any time, after which Grownomic will make commercially reasonable efforts to remove Customer's name/logo from new materials.

18) Export; Sanctions; Compliance

Customer will not use the Service in violation of export control or sanctions laws and is not on any restricted list. Customer will comply with applicable marketing/advertising, privacy, and e-commerce laws.

19) Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party irrevocably submits to such courts and waives objections to venue and forum non conveniens.

Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

Injunctive Relief. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, without posting a bond to the extent permitted by law.

20) Miscellaneous

Assignment. Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent, except that either party may assign without consent in connection with a merger, reorganization, acquisition, or sale of substantially all assets or voting control, provided the assignee is not a direct competitor and assumes all obligations. Any prohibited assignment is void. Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

Force Majeure. Neither party is liable for delay or failure to perform due to events beyond its reasonable control (including acts of God, labor disputes, government actions, internet/hosting failures, or denial‑of‑service attacks). Payment obligations are not excused. The affected party will use commercially reasonable efforts to mitigate and resume performance.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect.

Waiver. A party's failure to enforce a provision is not a waiver of that provision or any other.

Independent Contractors. The parties are independent contractors; these Terms do not create a partnership, joint venture, employment, or agency relationship.

Entire Agreement; Order of Precedence. These Terms (together with applicable Order Form(s), the AUP, the Privacy Policy, and any required DPA) are the entire agreement regarding the Service and supersede prior or contemporaneous agreements on the subject matter. In the event of a conflict, the Order Form controls, then these Terms.

Notices. Notices must be in writing. Operational notices may be provided in‑product or by email to the account email. Legal notices to Grownomic must be sent to info@grownomic.ai (or as updated). A party may update its notice details by notice to the other party. Notices are deemed given when sent by email (with no bounce‑back) or when delivered by recognized courier service.

Open‑Source Components. The Service may include or interact with open‑source software (OSS) components licensed under their own terms. To the extent required by those licenses, the OSS terms will govern the OSS components. A list of OSS components and licenses is available upon request.

No Third‑Party Beneficiaries. There are no third‑party beneficiaries to these Terms.

Headings; Interpretation. Headings are for convenience only. "Including" means "including without limitation."

Survival. Sections that by their nature should survive termination (including fees, ownership, confidentiality, disclaimers, limitations of liability, indemnities, and §19–§20) will survive termination.