Grainge.ai — Terms of Service

Effective Date: April 10, 2026

These Terms of Service (“Agreement”) are a legally binding contract between grAInge.ai, Inc., a Delaware corporation (“Company,” “we,” “us”) and the entity or individual agreeing to these terms (“Customer,” “you”). By accessing or using the Platform, you agree to this Agreement.

Summary

• Your data is yours. We never sell it, share it, or use it for other customers.
• We own the platform. You get royalty-free access to everything it produces from your data, for as long as you subscribe.
• Our system improves its understanding of domain knowledge (chemistry, physics). Your specific findings stay private.
• You can leave anytime. Export your data, and we delete everything within 30 days.
• Our outputs are explainable — we show why something was predicted, not just what. You validate findings with your domain expertise before acting on them.

1. Definitions

“Customer Data” means all data, datasets, files, and information you upload to the Platform.

“Models” means our proprietary prediction models, algorithms, and analytical tools.

“Outputs” means all predictions, analyses, reports, visualizations, feature importance rankings, annotations, notes, and other results generated by or created through the Platform in connection with Customer Data. Outputs are yours to access, download, and use for your internal purposes during your subscription.

“Platform” means Grainge's software platform for agricultural quality prediction, analysis, and formulation optimization.

“Platform Telemetry” means data about your use of the Platform, including features accessed, session duration, and frequency of use. Platform Telemetry does not include Customer Data or any information derived from Customer Data.

2. Account and access

You must provide accurate registration information and are responsible for maintaining the confidentiality of your account credentials. You are responsible for the actions of anyone you authorize to use your account.

You agree not to: (i) reverse-engineer, decompile, or disassemble any portion of the Platform; (ii) use the Platform to build a competing product; (iii) sublicense, resell, or redistribute access; (iv) introduce malicious code; or (v) circumvent security controls.

3. Customer data

3.1 Ownership. You retain all right, title, and interest in Customer Data and Outputs. Nothing in this Agreement transfers ownership of your data to us.

3.2 Your responsibility. You represent and warrant that you have the right to provide the data you upload to the Platform.

3.3 License to us. You grant us a limited, non-exclusive license to use, process, store, and analyze Customer Data solely to provide the Platform services to you during your subscription.

3.4 Data isolation. Customer Data is processed in a logically isolated environment. No other customer can access your data.

3.5 No cross-customer use. We will not use Customer Data to train, develop, or improve any model made available to other customers, unless you explicitly opt in to a data-sharing program under a separate written agreement.

3.6 No sale or sharing. We will not sell, license, or disclose Customer Data to any third party, except as required by law or as necessary for our sub-processors (e.g., AWS for hosting) to provide the service.

3.7 Security. We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

4. Platform intelligence

4.1 Domain knowledge. Our systems may develop improved understanding of general domain knowledge — data terminology, measurement relationships, analytical methods. This knowledge is abstract and does not contain or reveal your data or customer-specific findings.

4.2 We own domain knowledge. General scientific and technical knowledge (e.g., relationships between physical and chemical properties of agricultural products) is not proprietary to any customer.

4.3 Your findings are yours. Findings, thresholds, correlations, and insights specific to your data, operations, or research are your content and are protected by Sections 3 and 7.

4.4 Platform telemetry. We track which features you use and how long you spend — standard product analytics. This helps us improve the platform and generate usage reports for you. We do not derive any information about the content or properties of your data from telemetry.

5. Intellectual property

5.1 Our IP. We own the Platform, Models, algorithms, and methodology, including improvements arising from processing your data.

5.2 Your access to outputs. You get a royalty-free license to access, view, download, and use all Outputs generated from your data, at no additional cost, for your internal purposes, during your subscription.

5.3 Feedback. If you suggest improvements, we may use them without obligation.

5.4 No competing use. You may not use the Platform to reverse-engineer or build a competing product.

6. Payment

Subscription fees are as described on the Platform or in your order form. Fees are non-refundable except as stated here. Taxes are your responsibility.

7. Confidentiality

Each party will protect the other's confidential information with reasonable care. Customer Data, our technology, and business terms are all confidential.

Exceptions: information that becomes public, was already known, was independently developed, or was obtained from a third party.

Confidentiality obligations survive termination for three (3) years.

8. Disclaimers

THE PLATFORM, MODELS, OUTPUTS, AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR RELIABILITY. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

OUTPUTS ARE GENERATED BY MACHINE LEARNING MODELS. WE ARE RESPONSIBLE FOR PROVIDING EXPLAINABLE OUTPUTS WITH APPROPRIATE GUARDRAILS, INCLUDING EXPLANATIONS OF WHY A PREDICTION WAS MADE AND INDICATORS OF MODEL CONFIDENCE. CUSTOMER IS RESPONSIBLE FOR VALIDATING FINDINGS WITH DOMAIN EXPERTISE BEFORE ACTING ON THEM. OUTPUTS ARE INTENDED TO SUPPLEMENT, NOT REPLACE, PROFESSIONAL JUDGMENT.

9. Term and termination

9.1 This Agreement continues for the duration of your subscription.

9.2 Either party may terminate with 15 days notice (monthly) or 30 days (annual). Immediate termination is available if the other party materially breaches and doesn't cure within 30 days.

9.3 On termination:

• You have 30 days to export your data and outputs.
• After that, we delete your data within 30 days. Backups purged within 90 days.
• Your license to outputs ends at the close of the export window.
• We may retain anonymized performance metrics (e.g., model accuracy scores) that don't reveal anything about your data.

10. Limitation of liability

10.1 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION.

10.2 EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 These limits do NOT apply to: breach of the data or confidentiality sections, indemnification obligations, or willful misconduct.

11. Indemnification

By us. We indemnify you against claims arising from our breach of the data section (Section 3) or claims that the Platform infringes third-party IP.

By you. You indemnify us against claims arising from your data or content, or your breach of this Agreement.

12. Data breach notification

We will notify you within 72 hours of confirming a breach involving unauthorized access to your data, and cooperate in investigating and responding.

13. General

Governing law. This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts in Yolo County, California.

Assignment. Neither party may assign without consent, except that we may assign in connection with a merger/acquisition (with notice to you).

Entire agreement. This Agreement, together with the Privacy Policy and any order forms, constitutes the entire agreement between the parties.

Updates. We may update these terms by posting revised terms and notifying you. Continued use = acceptance.

Severability, notices, independent contractor, force majeure, waiver: Standard provisions apply.

By clicking “I Agree” or by accessing the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

grAInge.ai, Inc. | 129 D Street, #6, Davis, CA 95615 | tarini@grainge.ai