Effective Date: 17 October 2025
Provider: AgroSync, UAB (company code 306755037), Mokslininkų g. 2A, LT‑08412, Vilnius, Lithuania
Contact: info@agrosync.io

These Terms & Conditions (the “Terms”) govern access to and use of the Services. By accessing or using the Services, you (the “User”) represent and warrant that you have the capacity and authority to bind yourself and, where applicable, your organization, and you agree to be legally bound by these Terms.

1) Eligibility, Accounts, and Credential Hygiene

1.1 Eligibility. You must be of legal capacity in your jurisdiction and not subject to sanctions or restrictions that would preclude receipt of the Services.
1.2 Account Security. You are solely responsible for safeguarding credentials, enforcing least-privilege within your organization, and promptly revoking access upon personnel changes.
1.3 Audit Trails. You consent to the creation and retention of audit logs and telemetry reasonably necessary to evidence compliance, detect abuse, and secure the Services.

2) License Grant; Permitted and Prohibited Uses

2.1 License. Subject to these Terms, AgroSync grants a limited, non-exclusive, non-transferable, revocable license to access and use the Services for bona fide agricultural and administrative purposes.
2.2 Prohibitions. You shall not: (a) reverse engineer or attempt to derive source code; (b) circumvent security or access controls; (c) use scrapers or automated agents beyond documented APIs; (d) reproduce, publish, or create derivative works except as expressly permitted; (e) use outputs to build a substantially similar or competing service; (f) upload unlawful, infringing, defamatory, or harmful content; or (g) use the Services to make safety-critical decisions without independent professional validation.

3) Content, Ownership, and License Back

3.1 Ownership of User Content. You (or your organization) retain ownership of User Content and Farm Data.
3.2 License to AgroSync. You grant AgroSync a worldwide, royalty-free, sublicensable license to Process such Content to operate, secure, support, and improve the Services and to generate derivative operational outputs and Aggregated Data.
3.3 Government / Cooperative Programs. Program-specific agreements govern governance, access, and disclosure; in case of conflict, duly executed program terms prevail.

4) Service Evolution; Availability; No SLAs

4.1 Evolution. Features may be modified, deprecated, or removed at any time with or without notice.
4.2 Availability. The Services are provided without service level commitments. Scheduled or unscheduled downtime, maintenance, or degradation may occur.
4.3 Data Backups. No obligation exists to maintain backups of your content beyond our operational needs; you are responsible for exporting and preserving critical data.

5) Fees and Taxes (If Applicable)

If paid tiers are offered, pricing, billing cycles, taxes, and refunds will be set forth in an order form or pricing page incorporated by reference. You are responsible for all applicable taxes and remittances.

6) Compliance, Export Controls, and Anti‑Corruption

You represent that you shall comply with all applicable laws (data protection, agricultural, environmental, export controls, sanctions, anti‑bribery). You warrant that neither you nor your beneficial owners are listed on any restricted party lists relevant to the provision of the Services.

7) Confidentiality and Protective Measures

7.1 Confidential Information. Non‑public information disclosed by a party shall be used solely to perform under these Terms, protected with at least reasonable care, and disclosed only to personnel with a need to know under binding obligations.
7.2 Compelled Disclosure. A receiving party may disclose to the extent legally compelled, subject to notice and scope minimization where permitted.

8) Warranties; Comprehensive Disclaimers; Allocation of Risk

8.1 Limited Undertaking. AgroSync shall perform commercially reasonable efforts to operate the Services consistent with industry practices; such efforts do not constitute a warranty or guarantee of any particular result.

8.2 No Other Warranties. THE SERVICES, INCLUDING ALL INSIGHTS, RECOMMENDATIONS, ANALYTICS, MAPS, MODELS, INDICES, LAYERS, ZONING, PRESCRIPTIONS, EXPORTS, FILES, DASHBOARDS, AND COMMUNICATIONS, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” AGROSYNC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, TIMELINESS, AVAILABILITY, UPTIME, CONTINUITY, INTEGRATION, COMPATIBILITY, AND ERROR‑FREE OPERATION.

8.3 Recommendation‑Only / No Professional Advice. Outputs are non‑deterministic, recommendation‑only artifacts intended to augment human judgment. They do not constitute professional, agronomic, engineering, financial, legal, or compliance advice. You remain solely responsible for site‑specific validation, calibration, safety, environmental stewardship, and regulatory adherence.

8.4 Agricultural & Environmental Variability. You acknowledge that agricultural outcomes are influenced by uncontrollable variables (weather, pests, disease, soil heterogeneity, terrain, microclimates, water availability/quality, seed genetics, supply chains, commodity markets, government programs). AGROSYNC IS NOT RESPONSIBLE for any outcome whatsoever arising from such variability.

8.5 Data Accuracy & Timeliness. Satellite passes, sensor fidelity, cloud cover, atmospheric effects, downlink latency, resampling, mosaicking, and model generalization may degrade accuracy or delay updates. Datasets may contain artifacts, noise, or misclassification. NO WARRANTY is made that any dataset or output reflects ground truth.

8.6 Downtime & Degradation. Planned or unplanned downtime, maintenance windows, ISP or cloud outages, DDoS, congestion, or third‑party incidents may occur. NO SLA is provided; AgroSync bears no liability for latency, queued jobs, failed exports, corrupted uploads, or missed notifications.

8.7 Regulatory Change. Laws, standards, and official guidance may change. AgroSync has no duty to update historical outputs or re‑process data to conform to subsequent standards unless expressly agreed in writing.

8.8 No Fiduciary Duties; No Special Relationship. Use of the Services does not create fiduciary duties, agency, partnership, joint venture, professional-client, or special relationships. Any assistance is provided as a courtesy without assumption of duty.

9) Limitation of Liability; Liquidated Allocation; Exclusive Remedy

9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AGROSYNC OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, LICENSORS, SUPPLIERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS, REVENUE, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Absolute Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AGROSYNC’S TOTAL CUMULATIVE LIABILITY FROM ANY AND ALL CAUSES, IN THE AGGREGATE, SHALL BE ZERO EUROS (EUR 0.00) OR, IF SUCH ZERO CAP IS UNENFORCEABLE, THE SMALLEST NON‑WAIVABLE STATUTORY MINIMUM.
9.3 Essential Basis. The foregoing allocation is an essential basis of the bargain and shall apply even if any remedy fails of its essential purpose.
9.4 Non‑Waivable Carve‑Outs. Nothing herein excludes liability to the extent such exclusion is prohibited by mandatory law; where prohibited, limitations shall apply to the fullest permissible extent.

10) Indemnification by User

You shall defend, indemnify, and hold harmless AgroSync and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your content or misuse of the Services; (b) your breach of these Terms; (c) violation of law or third‑party rights; or (d) alleged reliance damages by third parties on outputs you shared.

11) Operational Dependencies, Integrations (Non‑API), and Tooling

11.1 No Public API. AgroSync does not offer public or partner‑facing API services. Any programmatic interactions that may exist are strictly internal, non‑customer‑facing, and subject to change without notice. No rights of access, stability, or continuity are granted or implied.

11.2 Integrations (Non‑API). Where the Services interoperate with third‑party tools (e.g., identity providers, payment gateways, messaging/email services, mapping/imagery layers) via in‑product connectors or embedded SDKs, such interoperability is provided purely as a convenience. Third‑party terms govern those tools. AgroSync is not responsible for their availability, correctness, latency, roadmap, deprecations, price changes, security posture, or regulatory compliance.

11.3 Tooling Changes. AgroSync may add, modify, or remove integrations or embedded tooling, including credentials rotation, scopes, or data flows, at any time without liability, compensation, or duty to provide alternatives.

11.4 Data Exchange Limits. Any import/export or file‑based exchange (e.g., CSV, GeoJSON, shapefiles, raster tiles) is provided on an as‑is basis with no warranty of format compatibility, fidelity, coordinate reference system (CRS) alignment, projection accuracy, datum transformation, or lossless conversion.

11.5 Security of Integrations. You are responsible for reviewing and accepting third‑party privacy and security terms before enabling any integration. You acknowledge that enabling an integration may permit the third party to process your data per its own policies.

12) Suspension and Termination

We may suspend or terminate access immediately for breach, legal compulsion, security risk, non‑payment (if applicable), or extended inactivity. Upon termination, licenses cease and we will handle data per the Privacy Policy and any DPA.

13) Governing Law, Venue, Waivers

13.1 Law and Forum. These Terms are governed exclusively by the laws of the Republic of Lithuania, and the parties submit to the exclusive jurisdiction of the courts of Vilnius, Lithuania.
13.2 Collective Actions. To the extent permitted by applicable law, you waive the right to participate in class, collective, or representative actions against AgroSync.
13.3 Jury Trial Waiver. To the extent a jury trial would otherwise be available, you and AgroSync waive any right to a jury trial.

14) Miscellaneous

14.1 Assignment. You may not assign these Terms without our prior written consent; AgroSync may assign in connection with a merger, acquisition, corporate reorganization, or sale of assets.

14.2 Severability (Blue‑Pencil). If any provision is held invalid, a court may modify it to the narrowest extent necessary to render it enforceable; the remainder remains in force.

14.3 Entire Agreement; Order of Precedence. These Terms, together with any order forms, program agreements, and DPAs, constitute the entire agreement. Order of precedence: (1) signed program agreement; (2) DPA; (3) these Terms; (4) documentation.

14.4 No Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement.

14.5 Notices. Legal notices to AgroSync: info@agrosync.io and the registered address above. Notices to you may be delivered by email or in‑product.

14.6 Limitation Period. Any claim against AgroSync must be filed within six (6) months after the cause of action accrues or be permanently barred, to the extent permitted by law.

14.7 Evidence & Logs. System logs, audit trails, and telemetry produced by the Services shall be admissible to evidence usage, configuration, and events absent manifest error.

14.8 Injunctive Relief. Unauthorized access, misuse of confidential information, or IP infringement may cause irreparable harm; AgroSync may seek injunctive or equitable relief without posting bond.

14.9 Class Action / Jury Waiver. To the extent permitted by law, you waive the right to class, collective, or representative actions and to a jury trial.

Annex A — Farmer-Specific Provisions (Mobile App)

A.1 On‑Field Use. Mapping, GPS, and imagery are subject to environmental and technical variability; exercise caution and ground‑truth assumptions.
A.2 Permissions. You may revoke GPS/camera permissions at any time; features may degrade accordingly.
A.3 Data Access by Programs. When enrolled in cooperative or government programs, your relevant farm data may be accessible to program administrators under program terms.

Annex B — Cooperative / Organization Provisions

B.1 Governance. You must implement role-based access control, review permissions periodically, and promptly offboard personnel.
B.2 Controller Duties. Where you act as Controller, you must issue a compliant privacy notice and secure appropriate consents; AgroSync will Process as Processor per DPA.
B.3 Data Quality. You represent that uploaded data are accurate, lawful, and non‑infringing.

Annex C — Government / Institutional Provisions

C.1 Security & Audit. Reasonable audits may be supported subject to scope, notice, and confidentiality constraints.
C.2 Localization. Program datasets can be segregated and localized; exports follow legal controls.
C.3 Public Disclosure Regimes. Requests under public disclosure laws will be handled to minimize disclosure and protect sensitive information.

Contact
AgroSync, UAB (306755037) • Mokslininkų g. 2A, LT‑08412, Vilnius, Lithuania • info@agrosync.io
© 2025 AgroSync, UAB. All rights reserved.

Annex D — Risk Allocation Matrix (Informative, Non‑Binding)

A structured, non‑exhaustive matrix identifying common agricultural and technical risks (weather extremes; pest/disease outbreaks; imagery gaps; GPS drift; CRS/projection mismatch; file corruption; cloud/ISP outages; obsolescence of third‑party tools; regulatory shifts) and allocating them to the User for validation and mitigation. AgroSync assumes no duty beyond those expressly stated in the Terms and this Policy.

Annex E — Downtime, Disaster Recovery, and Business Continuity Statement

High‑level description of backup cadence, restoration objectives (RTO/RPO are targets, not guarantees), dependency on cloud provider SLAs, and incident communication channels. No credits or remedies are provided; this statement is informational only.

Annex F — Definitions and Interpretive Rules (Expanded)

Rules of construction (including, without limitation, “including” means “including without limitation”; headings are for convenience only; the singular includes the plural and vice versa; references to laws include amendments and successor instruments). In case of ambiguity, interpretations that maximize enforceability of disclaimers and limitations shall prevail to the extent permitted by law.