Terms of Use

1. Acceptance

By creating an account or using any part of the American Prime platform, applications, or API (the "Service"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization. If you have entered into a separate written agreement with American Prime (such as a pilot or enterprise agreement), that agreement controls to the extent it conflicts with these Terms.

2. Description of Service

American Prime Sustainable Solutions Inc. ("American Prime", "we", "us", or "our") provides an agronomic intelligence platform, including web and mobile applications and an API, that ingests field boundary data, crop history, and satellite imagery to produce field health and yield potential analysis for agricultural producers and their corporate partners.

3. Eligibility

You must be at least 18 years old and legally permitted to enter into contracts in your jurisdiction. The Service is intended for agricultural business use. Consumer use is not supported.

4. Account Registration and Security

You are responsible for keeping your login credentials confidential and for all activity that occurs under your account. Notify us immediately at contact@americanprime.co if you suspect unauthorized access. You may not share accounts or transfer access to third parties.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable regulations;
• Reverse engineer, decompile, or attempt to extract the source code of the Service;
• Scrape, index, or mass download data from the Service without written permission;
• Upload malicious code, viruses, or content that infringes third party intellectual property rights;
• Use the Service to compete with American Prime or resell access without a signed reseller agreement.

6. API Access and Use

If American Prime provides access to its application programming interface (the "API"), the following terms apply in addition to the rest of these Terms.

• API keys and credentials. We issue API keys and credentials for your use only. You are responsible for keeping them confidential and for all activity that occurs under them. Do not share, sell, or transfer your credentials.
• Rate limits and fair use. You must respect the rate limits, quotas, and usage limits we set. You may not make excessive or abusive calls, or use the API in a way that degrades, overburdens, or threatens the Service or other users.
• Permitted use. API access is for building and operating your own authorized integrations with the Service. You may not use the API to (a) bulk export or scrape data beyond what your plan permits, (b) build or train a competing product, model, or service, (c) create benchmarking or comparison datasets about the Service for third parties, (d) resell or provide the API or its outputs to third parties without a written agreement, or (e) bypass, disable, or circumvent any authentication, rate limit, or other technical control.
• Integrations. You are responsible for your integrations and any systems or applications you connect to the API, including their security and their compliance with these Terms and applicable law.
• Suspension. We may suspend or revoke API access at any time for abuse, security risk, violation of these Terms, or nonpayment.
• Changes. We may change, deprecate, or discontinue the API or any of its features, and will use reasonable efforts to provide notice of material changes.

7. Mobile Applications and App Stores

If you download or use our mobile app, your use is also subject to these Terms. If you obtain the app from a third party app store or distribution platform, such as the Apple App Store or Google Play, your use is also subject to that platform's terms, and that platform is not a party to these Terms and is not responsible for the Service or its content. Where an app store's rules require specific terms for apps distributed through it, those rules apply to that distribution, and the relevant app store provider may be a third party beneficiary of your agreement to these Terms to the extent its rules require. You are responsible for any carrier data charges and for complying with the app store's usage rules.

8. Fees and Payment

Some features of the Service may require payment. Fees, billing frequency, and any taxes are described at the time of purchase or in a separate order form, subscription, or enterprise agreement between you and American Prime. Where a separate agreement governs your access, that agreement controls fees and payment for that access. Unless stated otherwise, paid plans renew automatically for successive terms until cancelled, and you authorize American Prime or its payment processor to charge your selected payment method. You are responsible for applicable taxes other than taxes on American Prime's net income. If a payment fails or an amount is past due, American Prime may suspend or limit access until the amount is paid. Except as required by law or as expressly stated at purchase, fees are nonrefundable.

9. Beta and Pilot Features

We may offer beta, pilot, preview, or experimental features. These features may be incomplete, may be modified, suspended, or discontinued at any time, and may be subject to additional limitations. They are provided as is, and we may handle data and configurations in these features differently from the generally available Service.

10. Intellectual Property

The Service, including its software, algorithms, models, methods, workflows, templates, benchmarks, visualizations, visual design, and underlying technology (together, "American Prime Technology"), and the Analysis Outputs that American Prime generates, are owned by American Prime or its licensors and protected by applicable intellectual property law. You receive a limited, nonexclusive, nontransferable license to access and use the Service, and to use the Analysis Outputs associated with your account for your internal business purposes, solely as permitted by these Terms. Section 11 describes the data you upload and the rights you grant us.

11. Your Data

This section explains who owns the data you upload and the outputs we generate, and the rights you grant us, including our right to create and use anonymized and aggregated data. It works together with our Data & Privacy Policy.

11.1 Your ownership. As between you and American Prime, you retain ownership of the field boundaries, crop history, agronomic inputs, and other data you submit to the Service ("Customer Data").

11.2 Analysis Outputs. "Analysis Outputs" means the yield indices, nitrogen estimates, maps, scores, and reports that American Prime generates from Customer Data and associates with your account. Subject to these Terms, American Prime grants you a limited right to use the Analysis Outputs associated with your account for your internal business purposes. American Prime retains ownership of American Prime Technology and of the Analysis Outputs, as described in Section 10.

11.3 License you grant us. By submitting Customer Data, you grant American Prime a limited, nonexclusive, royalty free, worldwide license to host, store, process, and analyze that Customer Data to provide, secure, and improve the Service, to generate Analysis Outputs for your account, and to create Anonymized Data and Aggregated Data as described below.

11.4 Anonymized and aggregated data. "Anonymized Data" (also called "Deidentified Data") means data processed so that it cannot reasonably be used to identify, and cannot reasonably be linked back to, you, your organization, or any individual field or operation. "Aggregated Data" means data combined across multiple producers, fields, or regions so that no individual producer, field, or operation can be singled out. You agree that American Prime may create Anonymized Data and Aggregated Data from Customer Data, Analysis Outputs, and usage data, and may use it for lawful business purposes related to operating, improving, securing, analyzing, benchmarking, developing, and marketing the Service and related agricultural intelligence products. American Prime owns all Anonymized Data, Aggregated Data, and any models, algorithms, benchmarks, and insights derived from them. The Data & Privacy Policy describes the safeguards we apply, including minimum aggregation thresholds and our commitment not to attempt to identify any individual or operation from Anonymized Data or to reveal any individual operation's competitively sensitive information.

11.5 What we will not do. American Prime will not sell your identifiable Customer Data or the identifiable Analysis Outputs associated with your account, and will not disclose them to third parties except as described in the Data & Privacy Policy (including service providers, legal requirements, business transfers, or with your consent). The restrictions in this Section 11.5 do not apply to Anonymized Data or Aggregated Data.

11.6 Producer data principles. We align our handling of agricultural data with recognized farm data principles, including producer ownership of identifiable farm data, clear notice of how data is used, and limits on disclosure. See the Data & Privacy Policy for details.

11.7 Agricultural data laws. Where applicable agricultural data laws require express written consent before the sale of agricultural data, American Prime will not sell such data without the producer's express written consent.

12. Organization and Enterprise Accounts

If your account is created, invited, paid for, or managed by an organization, cooperative, agronomic consultant, insurer, enterprise customer, or other account administrator, that organization may access, manage, export, or delete the Customer Data and Analysis Outputs associated with your account, depending on the account settings and applicable agreement. Where an organization administers your account, that organization is responsible for its own use of the data and for its agreement with you. Administrator accounts cannot be self deleted; if you are the sole administrator of an organization account, contact contact@americanprime.co to arrange account closure.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." AMERICAN PRIME DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

Analysis Outputs are informational only and do not constitute agronomic, financial, insurance, or legal advice. Outputs may be affected by satellite limitations, cloud cover, weather conditions, data quality, user input errors, model uncertainty, third party data limitations, field conditions, and other factors.

The Service may rely on third party data sources, including satellite imagery, weather data, geospatial layers, maps, crop datasets, and other external information. American Prime does not control and does not guarantee the availability, accuracy, completeness, timeliness, or continuity of third party data.

You are responsible for verifying Analysis Outputs before making planting, harvesting, irrigation, fertilization, chemical application, insurance, financial, or operational decisions.

The Service does not make insurance eligibility, coverage, or claims determinations. Analysis Outputs are not an insurance determination and are not a substitute for assessment by a licensed insurer, adjuster, or agronomist.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMERICAN PRIME AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES. OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

15. Indemnification

You agree to indemnify and hold harmless American Prime and its affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from your use of the Service, breach of these Terms, or infringement of any third party rights.

16. Term and Termination

Either party may terminate at any time. American Prime may suspend or terminate your access immediately and without notice for breach of these Terms. Upon termination, you may request an export of your Customer Data within 30 days; after that period American Prime may delete it per our retention schedule. Sections that by their nature should survive termination, including Sections 10, 11, 13, 14, 15, and 17, survive. The license granted in Section 11.4 with respect to Anonymized Data and Aggregated Data is perpetual and survives termination, because that data no longer identifies you.

17. Governing Law

These Terms are governed by the laws of the State of Delaware without regard to its conflict of law principles.

18. Dispute Resolution and Arbitration

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute arising out of or relating to these Terms or the Service shall first be submitted to nonbinding mediation. If mediation does not resolve the dispute within 30 days, the dispute shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Oklahoma City, Oklahoma. YOU WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ARBITRATION. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction.

You may opt out of this arbitration agreement within 30 days after you first accept these Terms by sending written notice to contact@americanprime.co that includes your name, the email associated with your account, and a clear statement that you want to opt out of arbitration. If you opt out, the rest of these Terms still apply, and any dispute will be resolved in the state or federal courts located in Oklahoma City, Oklahoma. Opting out of this arbitration agreement has no effect on any other arbitration agreement you may have with American Prime.

19. Changes to These Terms

We may update these Terms from time to time. We will update the "Last updated" date above and, for material changes, notify you by email. For any change that materially expands how we use your Customer Data, we will provide prominent notice and obtain your consent where applicable law requires, and we will not apply such changes retroactively without the notice and consent the law requires. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

20. Contact

American Prime Sustainable Solutions Inc.

1000 S Main St, Noble, OK 73068

United States

contact@americanprime.co