Terms & Conditions

Effective Date: October 28, 2026

Previous version: Terms & Conditions effective February 23, 2026

Jump to: Part A: General Terms · Part B: Channel Terms · Part C: API, MCP Server and Automated Access · Part D: Data Use, Sharing, Distribution and AI Use · Definitions

CamoAg, Inc., a Delaware corporation ("CamoAg," "we," "us," or "our"), provides (a) its websites, including https://camo.ag (each, a "Site"); and (b) its web application, Mobile Applications, Developer Services (including the API and MCP Server), CamoAg Data, analytics and AI features, and any professional services, training and support CamoAg provides (collectively, the "Services"). The Sites and the Services together are the "Platform." The Platform serves parties that own, manage, finance, invest in, sell to or provide services to farmland and agricultural operations, including by identifying farm operators and owners, parcel boundaries and acreage, analyzing markets, and supporting agricultural sales, land and lending activities. These terms and conditions ("Terms") govern every use of the Platform by you, whether as an individual or on behalf of an entity ("you" or "Customer").

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN PROVISIONS REQUIRING YOU TO RESOLVE DISPUTES BY MANDATORY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THESE TERMS ALSO PROVIDE THAT YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A RIGHT TO A JURY TRIAL REGARDING ANY DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM.

WE MAY USE COOKIES, PIXELS, SESSION REPLAY, AND OTHER TRACKING TECHNOLOGIES, INCLUDING THIRD-PARTY TRACKING TECHNOLOGIES, OR (COLLECTIVELY, "ADTECH") ON THE SERVICES. WE USE ADTECH TO COLLECT AND PERFORM DATA ANALYTICS, TO RECORD HOW YOU INTERACT WITH THE SERVICES AND OUR CONTENT, INCLUDING WHERE YOU DIRECT YOUR MOUSE, THE INFORMATION YOU TYPE, AND OTHER USER-RELATED ACTIVITIES, AND TO SERVE YOU WITH TARGETED ADVERTISING.

BY VISITING AND USING THE SERVICES, YOU ARE CONSENTING TO OUR USE OF ADTECH AND YOU UNDERSTAND AND AGREE THAT WE MAY SHARE PERSONAL INFORMATION ABOUT YOU THAT WE COLLECT FROM THE USE OF ADTECH WITH OUR ADTECH PARTNERS. FOR MORE INFORMATION ABOUT HOW WE USE ADTECH, PLEASE SEE OUR PRIVACY POLICY.

1.1 Structure. Part A applies to every Customer. Part B applies according to how you obtain the Platform: Section 21 (Mobile Application), Section 22 (Self-Serve Subscriptions, including Scout) or Section 23 (Enterprise Agreements). Part C applies when you use the API, MCP Server or other Developer Services. Part D applies to every use of CamoAg Data. Section 27 defines capitalized terms.

1.2 Acceptance. You accept these Terms by (a) checking a box or clicking a button indicating acceptance when you create an account, start a trial, purchase a subscription or first open a Mobile Application; (b) executing an Order Form that references these Terms; or (c) accessing or using the Platform. If you accept on behalf of an entity, you represent that you have authority to bind it, and "Customer" means that entity.

1.3 Business Use. The Platform is offered for business and professional purposes. By accepting these Terms, you represent that you will use the Platform in connection with a trade, business or profession and not for personal, family or household purposes.

1.4 Version. Each version of these Terms bears an Effective Date, and CamoAg records the version you accepted. Updates take effect only as provided in Section 2.2 (Free and Self-Serve Customers) and Section 2.3 (Order Form Customers). An Order Form incorporates the version identified in it or, if none is identified, the version posted on the Order Form's Effective Date. The following table summarizes how these Terms apply to each channel:

ChannelHow Terms are acceptedParts that apply
Mobile app (App Store / Google Play)In-app checkbox on first launchA, B (Section 21), D
Scout and other self-serve plansCheckbox at signup and checkoutA, B (Section 22), D; C if the plan includes API/MCP
EnterpriseSigned Order Form citing the Terms versionA, B (Section 23), D; C if licensed
API / MCP ServerInherits the account's acceptance; developer console checkboxA, C, D, plus the account's Part B

2.1 Updates. CamoAg may update these Terms by posting a new version with a new Effective Date.

2.2 Free and Self-Serve Customers. A material change takes effect thirty (30) days after CamoAg notifies you by email, in-product notice or a notice on the Site. Other changes take effect on posting. Continued use after the effective time is acceptance. If you do not accept a material change, you may cancel before it takes effect and receive a pro-rated refund of prepaid fees for the unused period.

2.3 Order Form Customers. The version incorporated in your Order Form governs for the then-current Order Form term. A later version applies from the start of the next renewal term if CamoAg gives notice at least sixty (60) days before renewal. Changes required by law, or that apply only to features first made available after the Order Form's Effective Date, apply on notice.

2.4 Platform Changes. CamoAg reserves the right, in its sole discretion, to make any changes to the Platform and CamoAg Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of CamoAg's services to its customers, (ii) the competitive strength of or market for CamoAg's services or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. This Section 2.4 is subject to Section 23.5 for Enterprise Customers.

3.1 Agreement. These Terms, together with any Order Form, Statement of Work, Service Level Agreement, Data Processing Addendum or plan description you accept (each an "Applicable Agreement"), form the "Agreement."

3.2 Order of Precedence. If documents conflict, the following order governs: (a) terms in an executed Order Form or Statement of Work that expressly identify the section of these Terms they modify; (b) a Service Level Agreement, as to service levels only, and a Data Processing Addendum, as to Processing of Personal Information in Customer Data only; (c) these Terms, in which Parts C and D prevail over Part A for their subject matter; (d) other Applicable Agreements; and (e) the Documentation. Proposals, quotes, presentations and marketing materials are not part of the Agreement unless attached to an Order Form. Terms in any purchase order, vendor-registration portal, invoice-processing system or other Customer document have no effect, even if CamoAg accepts or clicks through them, unless signed by an authorized CamoAg officer and expressly stated to amend these Terms.

4.1 The Platform and CamoAg Materials. We (or third parties who have licensed their content to us) own all right, title, and interest to the Platform, including, without limitation, the Documentation and CamoAg Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by CamoAg or any subcontractor in connection with the Services or otherwise comprise or relate to the Services, CamoAg Data or CamoAg Systems ("CamoAg Materials"). For the avoidance of doubt, CamoAg Materials include Resultant Data and any information, data or other content derived from CamoAg's monitoring of Customer's access to or use of the Services, but do not include Customer Data. Nothing in these Terms grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Platform, CamoAg Materials or Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, the CamoAg Materials and the Third-Party Materials are and will remain with CamoAg and the respective rights holders in the Third-Party Materials.

4.2 Customer Data. As between you and us, you own all right, title, and interest in and to Customer Data. You hereby irrevocably grant all such rights and permissions in or relating to Customer Data: (a) to CamoAg and its subcontractors as are necessary or useful to perform the Services for you; and (b) to CamoAg as are necessary or useful to enforce these Terms, any Applicable Agreements, and exercise its rights and perform its duties hereunder.

4.3 Feedback. Notwithstanding any provision in these Terms to the contrary, CamoAg may use, develop and implement any information, suggestions, comments or other feedback provided by you or any of your Authorized Users (collectively, "Feedback") in connection with the development, operation, marketing and sale of the Services, in its discretion and with no compensation to any Person providing Feedback. CamoAg shall own all right, title, and interest in and to all Feedback (including all Intellectual Property Rights therein).

4.4 Usage Data. CamoAg may collect and analyze data about access to and use of the Platform, including Developer Services request logs ("Usage Data"), and may use Usage Data for any lawful purpose, provided CamoAg does not disclose Usage Data in a form that identifies Customer or any Authorized User. CamoAg owns Usage Data. CamoAg will not disclose Customer Data, or any aggregation of Customer Data that identifies Customer, to any other customer.

5.1 Eligibility. THE PLATFORM IS NOT INTENDED FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE PLATFORM BY US. YOU ARE NOT AUTHORIZED TO USE THE PLATFORM UNLESS YOU ARE AT LEAST 18 YEARS OF AGE AND ABLE TO ENTER INTO LEGALLY BINDING CONTRACTS.

5.2 License. Subject to the Agreement and payment of applicable fees, CamoAg grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term for its Authorized Users to access and use the Platform and CamoAg Materials solely for the Permitted Use and within the limits of Customer's plan or Order Form. You obtain no rights in the Platform or CamoAg Materials except to use them in accordance with the Agreement.

5.3 Accounts and Named Users. You may be required to create an account, including a username and password, to use the Platform. Once you do so, you are responsible for maintaining the confidentiality of your password and account, and you may not share your password or account with another Person. You are responsible for all activities that occur under your account. If you lose your password or become aware of access to your account other than by you, you agree to notify CamoAg immediately. CamoAg reserves its rights to cancel, suspend or limit the use of your account in CamoAg's sole discretion. We are not liable to you or any third party for any unauthorized use of your account, including, without limitation, any damage that results from any compromise or theft of your account. Each subscription seat is for one named individual (a "Named User"). Credentials may not be shared, pooled or used by more than one individual. Customer may reassign a seat when a Named User leaves Customer's organization or changes roles permanently. CamoAg may monitor for shared credentials and charge for additional users at the then-current rate.

5.4 Authorized Users. You or your organization may authorize certain officers, employees, and contractors to access and use the Platform in accordance with the conditions and limitations set forth in the Terms or Applicable Agreement ("Authorized Users"). You may access and use the Platform solely as permitted under these Terms and any Applicable Agreements. Individuals employed by a Designated Recipient may be Authorized Users only if the Order Form so provides.

5.5 Support. We have no obligation under these Terms to provide support, maintenance, upgrades, bug fixes, error corrections, modifications, or new releases of the Platform, unless otherwise stated in the applicable Applicable Agreements.

5.6 Suspension. CamoAg may suspend all or part of any Person's access, without liability, if (a) required by law or legal process, or (b) CamoAg believes in good faith that Customer or an Authorized User has breached Section 5.8, Section 6, Section 7, Part C or Part D, has exceeded the scope of the license, is engaged in fraudulent or unlawful activity, or that the access threatens the security or integrity of the Platform. CamoAg will give notice and restore access promptly once the cause is resolved, unless the Agreement has terminated.

5.7 Third Party Content. The Platform may link to websites and resources not maintained or controlled by us. These links are provided for your convenience only. We have no control over the content of those websites or resources. We are not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website, resource, or any programs, products, or services made available through those websites or resources. If you decide to access any of the third-party websites that are linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

5.8 License Integrity; Indirect Access. Fees are based on the number of Named Users. Customer will not use any technology, arrangement or practice that lets an individual who is not a Named User access, query, view or receive CamoAg Data, or AI-Generated Content derived from it, directly or indirectly ("Indirect Access"), except Permitted Outputs shared under Section 25.2 and Section 25.3. Without limitation, Customer will not:

(a) connect the Developer Services, or any Named User's credentials, to an AI Client, agent, bot, chat channel (such as a Slack or Microsoft Teams bot), Shared AI Workspace, custom assistant or knowledge base that anyone other than Named Users can prompt, query or view;

(b) enable a CamoAg connector for an organization, team or workspace in an AI Client unless each individual authenticates with his or her own Named User credentials;

(c) use a Service Account, API key, integration, middleware, robotic process automation or scheduled job to retrieve CamoAg Data for delivery to or use by individuals who are not Named Users, or for interactive use by any individual;

(d) have a Named User run searches, lookups, AI queries or reports for individuals who are not Named Users on a recurring or systematic basis;

(e) display CamoAg Data in dashboards, business-intelligence tools, CRM views, intranets or shared files accessible to individuals who are not Named Users, other than Permitted Outputs within the export limits of Customer's plan or Order Form;

(f) use one Named User seat for more than one individual, or share, rotate or reassign credentials or seats except as Section 5.3 permits; or

(g) split use across multiple accounts, trials or self-serve subscriptions to avoid purchasing an Enterprise plan or additional Named Users.

5.9 Monitoring and True-Up. CamoAg may monitor usage patterns, including concurrent sessions, request volumes, devices, locations and Developer Services activity, to detect Indirect Access. If Indirect Access occurs, then in addition to its other remedies CamoAg may invoice, and Customer will pay, fees for one additional Named User for each individual who had Indirect Access, at the higher of the Order Form rate or CamoAg's then-current list price, from the date the Indirect Access began through the end of the then-current term. Breach of Section 5.8 is a material breach, and Section 25.9 (Verification) applies.

5.10 Broader Access. A Customer that wants CamoAg Data available to a wider group, including through an organization-wide AI Client, must license that access from CamoAg.

In using the Platform, you shall not, except as the Terms expressly permit:

(a) copy, modify or create derivative works or improvements of the Platform or CamoAg Materials;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any part of the Platform or CamoAg Materials to any individual or entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform or CamoAg Materials, in whole or in part;

(d) bypass or breach any security device or protection used by the Platform or CamoAg Materials or access or use the Platform or CamoAg Materials other than by an Authorized User through the use of his or her own then valid access credentials;

(e) intentionally input, upload, transmit or otherwise provide to or through the Platform or CamoAg Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;

(f) intentionally damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, CamoAg Systems or CamoAg's provision of services to any third party, in whole or in part;

(g) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform or CamoAg Materials, including any copy thereof;

(h) access or use the Platform or CamoAg Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other CamoAg customer), or that violates any applicable law;

(i) access or use the Platform or CamoAg Materials for purposes of competitive analysis of the Services or CamoAg Materials, the development, provision or use of a competing software service or product or any other purpose that is to the CamoAg's detriment or commercial disadvantage;

(j) otherwise access or use the Platform or CamoAg Materials beyond the scope of these Terms or Applicable Agreements;

(k) use CamoAg Data, Permitted Outputs or responses from the Developer Services to train, fine-tune, evaluate, ground or index any artificial intelligence or machine learning model, agent or retrieval system, except as permitted by Section 25.5;

(l) disclose or make available CamoAg Data except as permitted by Part D;

(m) use the Platform or CamoAg Data to harass, stalk, threaten or discriminate against any individual, or to contact any individual in violation of law;

(n) use the Platform or CamoAg Data for any purpose prohibited by Section 9.5; or

(o) provide any Prohibited Data to the Platform.

You agree that your violation of any term or condition of this Acceptable Use Policy is deemed a material breach of these Terms and, without limiting CamoAg's remedies elsewhere under these Terms or at law, CamoAg has the right to immediately terminate or suspend your access to the Platform.

(a) No Automated Means. Automated access to or use of the CamoAg Materials, Services, or any its respective content, including for purposes of scraping, data extraction, or data aggregation, is strictly prohibited, unless otherwise agreed to in a writing signed by Customer and CamoAg. Customer agrees not to, and will not assist or permit a third party to, directly or indirectly, access, interact, retrieve, index, or any portion of the Services, or any of its respective contents, including CamoAg Materials, using any bots, software agents, robotic process automation ("RPA"), artificial intelligence ("AI") systems, machine learning ("ML") systems, scripts, spiders, scrapers, data-mining tools, or other automated means (collectively "Automated Means").

(b) Technical Protective Measures. Customer also agrees not to, and will not assist or enable others to, directly or indirectly, bypass or interfere with any measures we employ, including disabling devices, to block or limit access to the CamoAg Materials, or Services. CamoAg may employ rate-limiting, IP address blocking, CAPTCHAs or other technical protective measures to detect and prevent unauthorized access or scraping.

(c) Legal Consequences. Scraping or unauthorized use of the CamoAg Materials or Services may result in civil and/or criminal liability under applicable law, including the Computer Fraud and Abuse Act, breach of contract, or other laws or statutes. Any circumvention of such technical protective measures shall constitute a material breach of this Agreement and CamoAg may suspend or terminate Customer's access to the CamoAg Materials, or Services immediately upon notice of such breach of these scraping provisions, without any liability to Customer.

(d) Licensed Exceptions. Automated access is permitted only through the Developer Services, and only as Part C and Customer's plan or Order Form allow. Automated access to the Platform's user interface, including by browser-automation agents, remains prohibited unless CamoAg agrees in writing.

8.1 Cooperation. You shall at all times during the Term provide all cooperation and assistance as CamoAg may reasonably request to enable CamoAg to exercise its rights and perform its obligations under and in connection with these Terms.

8.2 Effect of Customer Failure or Delay. CamoAg is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of its obligations under these Terms.

8.3 Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by Section 6 (Acceptable Use Policy), you shall, and shall cause your Authorized Users to, if applicable, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Platform and CamoAg Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify CamoAg of any such actual or threatened activity.

8.4 Control and Responsibility. You agree that you have and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions and materials provided by or on your behalf or any Authorized User, if applicable, in connection with the Platform; (c) the security and use of your account and password; and (d) all access to and use of the Platform and CamoAg Materials directly or indirectly by or through your account and password, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

8.5 Security. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all accounts and passwords of Authorized Users and protect against any unauthorized access to or use of the Platform; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the applicable Services.

8.6 Prohibited Data. Customer acknowledges that the Services are not designed with security and access management for Processing the following categories of information: (a) data that is classified and or used on the U.S. Munitions list, including software and technical data; (b) articles, services and related technical data designated as defense articles or defense services; and (c) ITAR (International Traffic in Arms Regulations) related data (each of the foregoing, "Prohibited Data"). Customer shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, the CamoAg Systems or any CamoAg personnel. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.

9.1 Privacy Policy. CamoAg Processes Personal Information as described in its Privacy Policy at https://camo.ag/privacy-policy. The Privacy Policy is a notice and is not part of the Agreement; CamoAg's obligations regarding Customer Data are set out in these Terms and any Data Processing Addendum. For Personal Information in Customer Data, CamoAg acts as Customer's service provider and Processes it only to provide the Platform and as the Agreement permits. CamoAg will enter into a Data Processing Addendum on request for Enterprise Customers.

9.2 Personal Information in CamoAg Data. CamoAg Data includes Personal Information about producers, landowners and other individuals. Customer receives that information as an independent business and is responsible for its own compliance with all laws that apply to its use, including privacy, telemarketing, text-messaging, email-marketing (CAN-SPAM) and unfair-practices laws.

9.3 Telephone Numbers. In the event that CamoAg provides a telephone number as part of the CamoAg Data, Customer acknowledges that CamoAg has not processed its databases against the National Do Not Call Registry, State Phone Suppression files, and DMA Phone Suppression files (collectively, the "Telephone Number Suppression files"). By using the CamoAg Platform, Customer acknowledges that some of the individuals provided may have placed their telephone numbers on Telephone Number Suppression files.

Customer acknowledges that it is Customer's sole responsibility to comply with the Telephone Consumer Protection Act (TCPA) and any applicable state laws regarding Do Not Call regulations. Customer will obtain authorized access (as defined by applicable laws and regulations) to the Telephone Number Suppression files and regularly update this access. If Customer does not obtain authorized access (as defined by applicable laws and regulations) to Telephone Number Suppression files, Customer will only make calls for purposes permitted by law.

Customer is liable for any violations of the TCPA or any applicable state laws regarding Do Not Call regulations. Customer agrees to indemnify, defend, and hold harmless CamoAg from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Customer's failure to comply with the TCPA or any applicable state laws regarding Do Not Call regulations.

9.4 Opt-Out and Deletion Requests. If an individual asks CamoAg to stop selling, sharing or using, or to delete, information about them, CamoAg may notify Customer. To the extent required by law or reasonably requested by CamoAg, Customer will suppress or delete that individual's CamoAg Data in its systems within thirty (30) days and stop using it.

9.5 Not a Consumer Reporting Agency. CamoAg is not a consumer reporting agency, and CamoAg Data is not a consumer report under the Fair Credit Reporting Act or similar laws. Customer will not use CamoAg Data or AI-Generated Content, in whole or in part, as a factor in determining any individual's eligibility for credit, insurance, employment, housing or any other purpose described in 15 U.S.C. Section 1681b. Agricultural lenders may use CamoAg Data for marketing, prospecting, portfolio and market analysis, and land and collateral research.

10.1 AI-Generated Content.

(a) Nature of AI-Generated Content. Customer acknowledges that certain features of the Services, including but not limited to the Deep Research feature, utilize artificial intelligence technologies to aggregate, process, and analyze information obtained from third-party, publicly available sources. CamoAg does not create, own, or control the underlying source data and is not responsible for the accuracy, completeness, timeliness, or reliability of such information.

(b) No Warranties. AI-Generated Content is provided "as is" without warranty of any kind. CamoAg makes no representation or warranty regarding the accuracy, completeness, or reliability of AI-Generated Content. Customer acknowledges that AI-Generated Content may contain errors, omissions, or inaccuracies.

(c) Lawful Use. Customer agrees to use AI-Generated Content only for lawful purposes and in compliance with all applicable laws and regulations, including data protection, privacy, and consumer reporting laws. Customer shall not use AI-Generated Content for any purpose that would violate the Fair Credit Reporting Act or similar consumer protection laws.

(d) Limitation of Liability. CamoAg shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from reliance on AI-Generated Content.

10.2 AI and Automated Processing Disclosure. Customer acknowledges that CamoAg may use artificial intelligence, machine learning, and other automated processing technologies in the provision of the Services, including for purposes of data analysis, content generation, quality assurance, and service optimization. Such processing may involve the use of third-party AI platforms and services. CamoAg will maintain appropriate safeguards to protect Customer Data when using such technologies and will not use Customer Data to train general-purpose AI models without Customer's prior written consent.

10.3 Review Before Reliance. Customer is responsible for reviewing AI-Generated Content, including content generated by Customer's AI Client from Developer Services responses, before relying on it.

10.4 Improvement. CamoAg may use Usage Data and Feedback to improve the Platform, including its AI features.

11.1 Confidential Information. In connection with these Terms each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 11.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, Personal Information and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as "confidential." Without limiting the foregoing all CamoAg Materials are the Confidential Information of CamoAg.

11.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

11.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for the period stated in Section 11.6:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms;

(b) except as may be permitted by and subject to its compliance with Section 11.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 11.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 11.3;

(c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and

(d) ensure its Representatives' compliance with, and be responsible and liable for, any of its Representatives' non-compliance with, the terms of this Section 11.

11.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 11.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 11.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. Nothing in these Terms prevents Customer from disclosing Confidential Information, without notice, to its internal or external auditors and its regulator as required during an audit or examination.

11.5 Customer Data. Customer Data is Customer's Confidential Information.

11.6 Duration. The Receiving Party's obligations under Section 11.3 continue during the Term and for five (5) years thereafter, except that obligations for CamoAg Data and for trade secrets continue for as long as the information remains a trade secret or proprietary to CamoAg under applicable law.

12.1 Fees. Customer will pay the fees in its plan or Order Form. Except as these Terms state, fees are non-cancellable and non-refundable, and purchased quantities cannot be reduced during a term.

12.2 Invoices. Invoiced fees are due within thirty (30) days of the invoice date, in U.S. dollars. Customer must notify CamoAg of any good-faith dispute within fifteen (15) days of the invoice date and pay the undisputed portion when due.

12.3 Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate. CamoAg may suspend access under Section 5.6 if any amount is more than fifteen (15) days overdue after written notice. Customer will reimburse reasonable collection costs, including attorneys' fees.

12.4 Taxes. Fees exclude sales, use, value-added, withholding and similar taxes, which Customer will pay, other than taxes on CamoAg's net income.

12.5 Usage-Based Fees. Credits, overages and other usage-based fees accrue at the rates in Customer's plan, Order Form or CamoAg's then-current published pricing. Unused Credits expire as stated at purchase.

13.1 Term. The "Term" will be as set forth in an Order Form or other Applicable Agreement. If there is no other Applicable Agreement between you or your organization and us, the Term shall commence upon your first access of the Platform and will expire when you cease using the Platform.

13.2 Termination. In addition to any other express termination right set forth elsewhere in these Terms:

(a) CamoAg may terminate these Terms or other Applicable Agreements, effective on written notice to you, if you: (i) fail to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after CamoAg's delivery of written notice thereof; or (ii) breach any of your obligations under Section 5.8 (License Integrity), Section 6 (Acceptable Use Policy), Section 7 (Automated Means), Section 11 (Confidentiality), Part C or Part D;

(b) either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches the Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and

(c) either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

13.3 Effect of Expiration or Termination. Upon any expiration or termination of these Terms, except as expressly otherwise provided in these Terms or an Applicable Agreement:

(a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate;

(b) CamoAg shall immediately cease all use of any Customer Data and Customer's Confidential Information and (i) within thirty (30) days return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from all systems CamoAg directly or indirectly controls, provided that, for clarity, CamoAg's obligations under this Section 13.3(b) do not apply to any Resultant Data;

(c) subject to Section 25.11 (Retained Outputs), Customer shall immediately cease all use of any Services or CamoAg Materials and (i) within thirty (30) days return to CamoAg, or at CamoAg's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any CamoAg Materials or CamoAg's Confidential Information; and (ii) permanently erase all CamoAg Materials and CamoAg's Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to CamoAg in a signed written instrument that it has complied with the requirements of this Section 13.3(c);

(d) notwithstanding anything to the contrary in these Terms, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information (ii) CamoAg may retain Customer Data; and (iii) Customer may retain CamoAg Materials, in the case of each of subclause (i), (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable law; (iv) CamoAg may also retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 13.3(d) will remain subject to all confidentiality, security and other applicable requirements of these Terms;

(e) CamoAg may disable all Customer and Authorized User access to the Platform and CamoAg Materials;

(f) if Customer terminates these Terms pursuant to Section 13.2(b), Customer will be relieved of any obligation to pay any fees attributable to the period after the effective date of such termination and CamoAg will refund to Customer fees paid in advance for Services that CamoAg has not performed as of the effective date of termination;

(g) if CamoAg terminates these Terms pursuant to Section 13.2(a) or Section 13.2(b), all fees that would have become payable had the Terms or Applicable Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such fees, together with all previously accrued but not yet paid fees, on receipt of CamoAg's invoice therefor.

(h) subject to Section 13.3(d), CamoAg shall, at Customer's request, within thirty (30) days following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by CamoAg, provided that Customer has at that time paid all fees then outstanding and any amounts payable after or as a result of such expiration or termination, including in transferring such Customer Data.

(i) On either party's request, the other shall promptly deliver a written certification that it has fully complied with all obligations under this Section 13.

13.4 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: Section 4 (Ownership), Section 5.8 and Section 5.9 (License Integrity), Section 6 (Acceptable Use Policy), Section 7 (Prohibition of Automated Means/Scraping), Section 9 (Privacy and Personal Information), Section 10 (AI Features and AI-Generated Content), Section 11 (Confidentiality), Section 12 (as to amounts accrued), Section 13.3 (Effect of Expiration or Termination), this Section 13.4 (Surviving Terms), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 17 (Dispute Resolution), Section 19 (Force Majeure), Section 20 (Miscellaneous), Section 21 (Mobile Application), Part C, Part D and Section 27 (Definitions).

14.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:

(a) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under these Terms;

(c) the person accepting these Terms or signing the Order Form on its behalf is authorized to do so; and

(d) each party shall comply with all applicable federal, state, local and foreign laws, rules and regulations in connection with its obligations under the Terms or any Applicable Agreement.

14.2 Your Representations and Warranties. You represent and warrant to CamoAg that you own or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by CamoAg and Processed in accordance with these Terms, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third party or violate any applicable law.

14.3 CamoAg Limited Warranty (Paid Plans Only). During the term of a Paid Plan, the Platform will operate in material accordance with the Documentation, and CamoAg has the rights necessary to provide the CamoAg Data under the Agreement. Customer's exclusive remedy for breach of this warranty is for CamoAg to correct the non-conformity or, if CamoAg cannot do so within thirty (30) days of notice, for either party to terminate the affected Services and for CamoAg to refund prepaid fees for the remainder of the term.

14.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 14.1, SECTION 14.2 AND SECTION 14.3, THE CAMOAG MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND CAMOAG HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) THE CAMOAG DATA AND RESULTANT DATA MAY BE GENERATED, DERIVED, OR COMPILED FROM, IN WHOLE OR IN PART, PUBLIC DATA AND THIRD PARTY MATERIALS; (B) CAMOAG HAS NO CONTROL OVER THE INHERENT ACCURACY, COMPLETENESS, TIMELINESS, OR METHODOLOGY OF SUCH PUBLIC DATA OR THIRD PARTY MATERIALS; AND (C) CAMOAG SPECIFICALLY DISCLAIMS ALL LIABILITY, REPRESENTATIONS, OR WARRANTIES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THE ACCURACY, ERRORS, OMISSIONS, OR DEFECTS IN ANY UNDERLYING PUBLIC DATA OR THIRD PARTY MATERIALS USED TO GENERATE THE CAMOAG DATA OR RESULTANT DATA, INCLUDING ANY INSTANCE OR SCENARIO WHERE SUCH ERRORS OR DEFECTS ARE PROPAGATED TO THE CAMOAG DATA OR RESULTANT DATA. CAMOAG MAKES NO WARRANTY OF ANY KIND THAT THE CAMOAG MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS.

15.1 Customer Indemnification. Customer shall indemnify, defend and hold harmless CamoAg and its subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a "CamoAg Indemnitee") from and against any and all Losses incurred by such CamoAg Indemnitee in connection with any claim, suit, action or proceeding by a third party (other than an Affiliate of a CamoAg Indemnitee) to the extent that such Losses arise from any:

(i) Processing of Customer Data by or on behalf of CamoAg in accordance with these Terms, if such Losses arise from Customer not having the appropriate rights to have the Customer Data processed by CamoAg;

(ii) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Customer or any Authorized User, including CamoAg's compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by CamoAg;

(iii) Customer breach of any of its representations, warranties, covenants or obligations under these Terms;

(iv) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User;

(v) Customer's or any Designated Recipient's use, disclosure or distribution of CamoAg Data, including any claim under telemarketing, messaging, privacy or consumer-protection law; or

(vi) any act or omission of an AI Client or Third-Party AI Provider used by Customer.

15.2 CamoAg Indemnification (Paid Plans Only). For Customers on a Paid Plan, CamoAg shall indemnify, defend and hold harmless Customer from and against any Losses incurred by Customer arising from any Action by a third party to the extent that such Losses result from an allegation that the CamoAg Materials infringe upon or misappropriate such third party's valid U.S. patent, trademark, copyright, or trade secret rights. The foregoing indemnity shall not apply to the extent that the underlying Action arises out of or relates to (a) Customer Data or Resultant Data; (b) Public Data or Third Party Materials integrated or incorporated into, referenced by, or used in connection with the CamoAg Materials; (c) use of the CamoAg Materials in a manner that violates the Agreement or the Documentation; or (d) modifications to the CamoAg Materials made by Customer or any party other than CamoAg.

15.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified pursuant to Section 15.1 or Section 15.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 15.3 will not relieve the Indemnitor of its obligations under this Section 15 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor may not settle any claim in a manner that imposes liability on, or requires an admission by, the Indemnitee without the Indemnitee's prior written consent, which will not be unreasonably withheld.

15.4 Mitigation. If any part of the Platform or CamoAg Materials are, or in CamoAg's opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of the Services or CamoAg Materials is enjoined or threatened to be enjoined, CamoAg may, at its option and sole cost and expense:

(i) obtain the right for Customer to continue to use the Services and CamoAg Materials materially as contemplated by these Terms;

(ii) modify or replace the Services and CamoAg Materials, in whole or in part, to seek to make the Services and CamoAg Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and CamoAg Materials, as applicable, under these Terms; or

(iii) by written notice to Customer, terminate these Terms with respect to all or part of the Services and CamoAg Materials, and require Customer to immediately cease any use of the Services and CamoAg Materials or any specified part or feature thereof, provided that, subject to Customer's compliance with its post-termination obligations set forth in Section 13.3, CamoAg will refund to Customer fees paid in advance for Services that CamoAg has not performed as of the effective date of termination.

15.5 THIS SECTION 15 (INDEMNIFICATION) SETS FORTH CUSTOMER'S SOLE REMEDIES AND CAMOAG'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE PLATFORM AND CAMOAG MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.

16.1 EXCLUSION OF DAMAGES. EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE REFUND OR SERVICE CREDITS; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

16.2 CAP ON MONETARY LIABILITY. EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF CAMOAG AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO CAMOAG IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF NO FEES WERE PAYABLE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

16.3 Excluded Claims. "Excluded Claims" means (a) a party's gross negligence, willful misconduct or fraud; (b) Customer's breach of Section 5.8, Section 6, Section 7, Section 11, Part C or Part D; (c) Customer's payment obligations; and (d) Customer's obligations under Section 15.1.

16.4 Enterprise Elections. An Order Form may provide a mutual cap or a separate cap for confidentiality and data-security claims.

17.1 Informal Resolution. Before starting arbitration, a party must send the other a written notice describing the Dispute, and the parties will negotiate in good faith for thirty (30) days.

17.2 Any dispute, claim or controversy arising out of or relating to these Terms or the Platform, including the determination of the scope or applicability of these Terms to arbitrate (hereinafter, collectively, the "Dispute"), which cannot be resolved informally, shall be resolved by binding arbitration under the terms set forth below (the "Arbitration Agreement"). The arbitration proceeding will be administered using the streamlined Arbitration Rules & Procedures of the Judicial Mediation, Arbitration and ADR Services ("JAMS") before a single arbitrator. The place of arbitration shall be in Cook County, Illinois, unless otherwise agreed to in writing by all parties to the arbitration.

17.3 This provision does not prevent a party from seeking a claim for injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief to arbitration. In addition, either party may bring an individual claim in small-claims court, and CamoAg may bring an action in court to collect undisputed fees or to obtain injunctive relief for breach of Section 5.8, Section 6, Section 7, Section 11, Part C or Part D.

17.4 The decision of the arbitrator will be final and binding and will not have precedential effect. The arbitrator shall not have the authority to award damages outside of those set forth in these Terms. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. Fees are allocated under the applicable JAMS rules. For an individual who is a consumer under the JAMS Consumer Minimum Standards, those standards apply and CamoAg will pay all arbitration fees beyond the filing fee the individual would pay in court. Each party bears its own attorneys' fees unless the arbitrator finds a claim frivolous or applicable law provides otherwise. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action.

17.5 THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY INSTEAD CHOOSE AND AGREE TO HAVE ALL DISPUTES AS SET FORTH HEREIN DECIDED THROUGH INDIVIDUAL ARBITRATION.

17.6 The parties acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, shall govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement. The parties expressly agree that any and all actions taken under the Arbitration Agreement and related provisions, including but not limited to all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party.

17.7 The Arbitration Agreement provision will survive the termination of these Terms.

17.8 Subject to applicable law, any claim by you arising in connection with these Terms, the Platform, or your purchase of products must be commenced by you within one (1) year of the accrual of a claim.

17.9 If CamoAg modifies this Arbitration Agreement, you may reject that change by sending CamoAg written notice within thirty (30) days of our posting of the change, in which case we will terminate your account(s) and you must stop using the Platform. If you wish to opt out of the Arbitration Agreement, you must, within forty-five (45) days of first using the Platform, send a letter stating "Request to Opt Out of Arbitration Agreement" to: 220 N Smith Street Ste 408, Palatine, IL 60067. If any provision of this Arbitration Agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

17.10 Litigation Election. An Order Form may elect litigation instead of arbitration, in which case Disputes under that Order Form will be resolved exclusively in the state or federal courts located in Cook County, Illinois, and each party submits to their jurisdiction.

17.11 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois.

CamoAg will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found on the Services can be identified and removed via our DMCA process listed below. You agree to comply with this DMCA process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide CamoAg's copyright agent with the written information specified below. Please note that this procedure is exclusively for notifying CamoAg that your copyrighted material has been infringed. CamoAg does not and will not make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim.

If we receive a clear and valid notice as outlined in the guidelines below, CamoAg will respond by either removing the allegedly infringing content or blocking access to it. CamoAg may reach out to the notice provider to request additional information.

Under the DMCA, CamoAg is required to take reasonable steps to notify the user who posted the allegedly infringing content ("Alleged Infringer").

The Alleged Infringer is allowed under the law to send CamoAg a counter-notification. Notices and counter-notices are legal notices distinct from regular activities or communications as part of the Services. We may publish or share them with third parties at our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request).

Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys' fees. Any person who is unsure of whether a particular material infringes a copyright held by such person or a third party should contact an attorney.

To file a DMCA notice, the copyright owner must send a written letter by fax, regular mail, or email only. We reserve the right to ignore a notice that is not in compliance with the DMCA, and we may, but are not obligated to, respond to a non-compliant notice.

A DMCA notice must:

a. Identify specifically the copyrighted work(s) believed to have been infringed (for example, "My copyrighted work is the picture that appears at list location where material is located.");

b. Identify the content that a copyright owner claims is infringing upon copyrighted work. The copyright owner must provide information reasonably sufficient to enable us to locate the item on the Services. The copyright owner should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;

c. Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email (if available);

d. If available, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);

e. Include the following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law";

f. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed";

g. Be signed; and

h. Be sent to our DMCA designated agent at the following address:

CamoAg, Inc., Attn: DMCA Agent, 220 N. Smith Street, Ste 408, Palatine, IL 60067

19.1 No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, pandemics, epidemics, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate these Terms if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.

19.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

20.1 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without CamoAg's prior written consent, which consent CamoAg shall not unreasonably withhold or delay. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under these Terms for which CamoAg's prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under these Terms. Any purported assignment, delegation or transfer in violation of this Section 20.1 is void. Notwithstanding the foregoing, CamoAg may assign the Agreement without consent to an Affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of the assets or business to which the Agreement relates, on notice to Customer. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

20.2 Notices. Legal notices must be in writing and delivered by hand, nationally recognized courier or certified mail, with a copy by email: to CamoAg at 220 N. Smith Street, Ste 408, Palatine, IL 60067, Attn: Legal, with a copy to support@camo.ag; and to Customer at the address in its Order Form or, for self-serve accounts, the account email. Operational notices, including changes under Section 2.2, may be given by email or in-product.

20.3 No Third-Party Beneficiaries. Except as provided in Section 21.3(g), this Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

20.4 Public Announcements. For Enterprise Customers, CamoAg shall obtain prior written approval from the Customer for any specific use of the Customer Name and Customer Logo, including but not limited to advertising, marketing materials, and public relations activities. For self-serve Customers, CamoAg may identify Customer by name as a user of the Platform unless Customer opts out by email.

20.5 Export and Sanctions. Customer will not access or permit access to the Platform from any country subject to U.S. embargo, or by any Person on a U.S. government restricted-party list.

20.6 Electronic Acceptance. Acceptance by electronic means has the same effect as a handwritten signature.

20.7 Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to these Terms.

20.8 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

20.9 Interpretation. For purposes of these Terms: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, these Terms; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of these Terms to the same extent as if they were set forth verbatim herein.

20.10 Headings. The headings in these Terms are for reference only and do not affect the interpretation of these Terms.

20.11 Entire Agreement. These Terms, including any Applicable Agreements and Exhibits and Supplements thereto, constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

20.12 Subcontractors. CamoAg may from time to time in its discretion engage third party subcontractors to perform Services on CamoAg's behalf. CamoAg shall remain solely responsible for all of the Services under this Agreement and for the performance of all obligations hereunder. All Subcontractors shall be bound by terms of confidentiality at least as restrictive as these Terms.

20.13 Amendment and Modification; Waiver. Except as provided in Section 2, no amendment to or modification of these Terms is effective unless it is in writing, and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

20.14 Severability. If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20.15 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 11 or, in the case of Customer, Section 5.8, Section 6, Section 7, Part C or Part D would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

21.1 License. Subject to Customer's compliance with this Agreement, CamoAg grants Customer a limited, non-exclusive, non-transferable license to download, install, and use the Mobile Application on mobile devices owned or controlled by Customer solely for the Permitted Use.

21.2 Vehicle Integration. If Customer uses the Mobile Application in conjunction with any vehicle integration system (including CarPlay or similar systems), Customer acknowledges and agrees that:

(i) Customer is solely responsible for complying with all applicable traffic laws and safe driving practices;

(ii) Customer shall not access or use the Mobile Application in any manner that would distract from safe operation of a vehicle; and

(iii) CamoAg shall not be liable for any accidents, injuries, or damages arising from Customer's use of the Mobile Application while operating a vehicle.

21.3 Special Terms for Apps Distributed Through the Apple App Store or Google Play.

(a) Our Services and certain Content may be available through the Apple App Store or Google Play (collectively the "Apps"). You understand that these Terms are between you and CamoAg and not with Apple Inc. or Google, Inc. (each an "App Distributor"). CamoAg, not the App Distributor, is solely responsible for the Services and their Content. In the event that the rules and restrictions in these Terms related to your use of the Services conflict with the terms and conditions provided by the applicable App Distributor, the App Distributor's terms shall control.

(b) The licenses granted to you for the Services in these Terms are solely for use by you on a device that utilizes the Apple iOS or Android operating system in accordance with the applicable App Distributor's terms and conditions.

(c) CamoAg is solely responsible for providing any Services maintenance, and you agree that the App Distributor has no obligation to provide any Services maintenance and support.

(d) CamoAg is solely responsible for any product warranties, whether express or implied by law, to the extent not disclaimed in these Terms. In the event the Services fail to conform to any applicable warranty, you may notify the App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Services. To the maximum extent permitted by applicable law, the App Distributor has no other warranty obligation with respect to the Apps, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be CamoAg's sole responsibility.

(e) You and CamoAg acknowledge that CamoAg, not an App Distributor, is responsible for addressing any claims that you or any third party have relating to the Services, including any (1) product liability claims; (2) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (3) any claim arising under consumer protection, privacy, or similar legislation.

(f) CamoAg not the App Distributor, will be solely responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claims related to the use of the Services, and you must comply with applicable App Distributor terms when using the Services.

(g) You agree that the App Distributors and their subsidiaries are third-party beneficiaries of these Terms as applicable to the Services and that, upon your acceptance of these Terms, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms (as applicable) against you as a third-party beneficiary thereof.

(h) Legal Compliance. You represent that you are not located in a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country, and you are not listed on any U.S. government list of prohibited or restricted parties.

(i) Contact. Questions, complaints and claims about a Mobile Application go to CamoAg, Inc., 220 N. Smith Street, Ste 408, Palatine, IL 60067; (312) 626-5754; support@camo.ag.

(j) Third-Party Terms. You must comply with third-party terms that apply to your use of a Mobile Application, such as your wireless data service agreement.

21.4 Data Restrictions. Customer shall not use data obtained through the Mobile Application for any purpose that would violate applicable privacy or consumer protection laws.

21.5 Purchases. Subscriptions bought inside a Mobile Application are billed by the App Distributor under its payment and refund terms and are cancelled through the device's subscription settings. Subscriptions bought through CamoAg's website are governed by Section 22.

21.6 Account Deletion. You may start deletion of your account from within the Mobile Application Settings > Delete account or by emailing support@camo.ag.

22.1 Plans. Each self-serve plan's features, seats, export limits and Credits are as described at checkout and on CamoAg's pricing page when you purchase or renew. Self-serve plans are for use within Customer's own organization; sharing with Designated Recipients under Section 25.3 is not available.

22.2 Billing Authorization. You authorize CamoAg and its payment processor to charge your payment method for all fees, taxes and usage-based charges when due. You must keep payment details current.

22.3 Automatic Renewal. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO YOUR CURRENT BILLING PERIOD (MONTHLY OR ANNUAL) AT THE THEN-CURRENT PRICE, AND YOUR PAYMENT METHOD WILL BE CHARGED AT THE START OF EACH PERIOD, UNTIL YOU CANCEL.

22.4 Free Trials. If a trial converts to a paid subscription, the price and conversion date are shown when you start the trial, and you will be charged unless you cancel before the trial ends. CamoAg will send a reminder before the trial ends where required by law.

22.5 Cancellation. You may cancel at any time online in your account settings or by emailing support@camo.ag. Cancellation takes effect at the end of the current billing period, and access continues until then.

22.6 Refunds. Fees are not refunded for partial periods, except as stated in Section 2.2 or Section 14.3, or as required by law.

22.7 Price Changes. CamoAg will give at least thirty (30) days' notice of a price increase, which takes effect at your next renewal.

22.8 Plan Changes and Failed Payments. Upgrades take effect immediately with a pro-rated charge. Downgrades take effect at the next renewal. If a payment fails, CamoAg may retry the charge and, after notice, suspend or downgrade the account.

22.9 Individuals. If Customer is an individual, no provision in these Terms shall apply to Customer if such provision limits remedies and such limitation is prohibited or restricted under the laws of the Customer's state of residence. This includes, but is not limited to, limitations on remedies for (i) negligence, (ii) merchandise liability claims, (iii) punitive damages, (iv) the Uniform Commercial Code as adopted by such state, or (v) failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft). The provisions of these Terms concerning the exclusion or limitation of certain damages are not applicable where prohibited by applicable state law with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property. CamoAg reserves all rights, defenses, and permissible limitations under the laws of your state of residence.

23.1 Order Forms. An "Enterprise Customer" is a Customer under a signed Order Form. The Order Form states the Licensed Modules, Named Users, fees, term, billing frequency and any elections under Section 23.2.

23.2 Elections. The following options apply only if the Order Form selects them:

ElectionDefault if not elected
Service Level AgreementNo uptime commitment beyond Section 14.3
Data Processing AddendumSection 9.1 governs
U.S.-only Processing of Customer DataProcessing location per CamoAg's subprocessors
Designated Recipients (Section 25.3), listed by name or classNo sharing outside Customer and its Affiliates
Mutual liability cap; separate cap for confidentiality and data-security claimsSection 16
Litigation in Cook County courts instead of arbitrationSection 17 arbitration
Developer Services (Part C), with rate limits and CreditsNot licensed
Retained Outputs beyond Section 25.11Section 25.11

23.3 Named Users. Customer may add Named Users during the term at the per-user rate in the Order Form, pro-rated and co-terminous with the Order Form.

23.4 Professional Services and Training. Prepaid professional-services hours may be used for integration work, custom reports, dashboards and training beyond any hours included in the Order Form. Hours are drawn down in half-hour increments. Unused prepaid hours expire at the end of the contract year in which they were purchased and are not refundable. Additional hours are billed monthly in arrears at the Order Form rate. Travel must be pre-approved by Customer and is billed at cost. Custom reports, dashboards and other deliverables are CamoAg Materials licensed to Customer under the Agreement, excluding any Customer Data in them.

23.5 Updates and New Modules. Enterprise Customers receive updates, upgrades and improvements to their Licensed Modules at no added cost during the term, and CamoAg will not materially reduce the core functionality of a Licensed Module during the then-current term. New Modules are available for separate purchase.

23.6 Renewal and Pricing. Unless the Order Form states otherwise, it renews for successive one-year terms unless either party gives notice of non-renewal at least sixty (60) days before the end of the then-current term, and all recurring fees, including per-user rates, increase by up to 5% at each renewal.

23.7 Integrations. If an Order Form includes an integration with Customer's or a third party's system (such as an ERP): (a) Customer authorizes CamoAg to access that system to retrieve Integration Data, and will provide credentials, cooperation and any consents required from the system's vendor; (b) Integration Data is Customer Data, and Customer represents that it has all rights and consents, including from its members, dealers and customers, to provide Integration Data and have CamoAg Process it; (c) CamoAg is not responsible for the availability, changes or limits of third-party systems; and (d) integrations with other systems are scoped and priced in a separate Order Form or Statement of Work.

23.8 Customer Inputs. Analytics that depend on Customer inputs, such as dollar values by product category for wallet-share reporting, are only as accurate as those inputs. Those inputs are Customer Data.

23.9 Security Reviews. CamoAg will respond to one reasonable security questionnaire per contract year.

24.1 Scope. This Part C applies to the CamoAg API, the CamoAg MCP Server, software development kits, and any other interface CamoAg provides for programmatic or AI-agent access to the Platform (the "Developer Services"). Developer Services are available only if Customer's plan or Order Form includes them.

24.2 Credentials. CamoAg issues API keys, OAuth tokens or other Access Credentials for the Developer Services. Each credential must be issued to and used by one Named User. Service Accounts are available only if an Order Form licenses them, may be used only for the system-to-system integration the Order Form describes, and may not be used interactively or to deliver CamoAg Data to anyone other than Named Users. Customer must keep credentials confidential, may not embed them in public code or client-side applications, must rotate any credential it suspects is compromised, and must notify CamoAg within twenty-four (24) hours of any suspected compromise. Customer is responsible for all activity under its credentials.

24.3 Permitted Automated Access. Notwithstanding Section 7, Customer may access the Platform through the Developer Services, including by connecting the MCP Server to an AI Client, solely for the Permitted Use, by and for its Authorized Users, and within the limits in Section 24.6.

24.4 AI Clients and Third-Party AI Providers. Customer chooses which AI Client to connect to the Developer Services, and CamoAg does not control it. When Customer connects an AI Client, CamoAg Data returned by the Developer Services will be transmitted to and processed by the Third-Party AI Provider. Customer will:

(a) use only AI Clients offered under terms that prohibit the provider from using Customer's inputs and outputs to train or improve its models (for example, business, team or enterprise tiers, or settings that turn off training);

(b) not use the Developer Services with any AI Client or setting that retains CamoAg Data in persistent memory, shared projects, custom assistants, knowledge bases or similar features beyond the session, except for Permitted Outputs;

(c) not connect the Developer Services to any AI Client, agent or workflow accessible to anyone other than its Authorized Users; and

(d) be responsible for the AI Client's handling of CamoAg Data, including any disclosure, retention or training by the Third-Party AI Provider. CamoAg has no liability for any AI Client or Third-Party AI Provider.

24.5 Agent Actions. Any request, tool call or action made through Customer's credentials, including actions an AI Client takes on its own initiative, is Customer's act. Where the Developer Services allow write actions (such as creating lists, notes or records in the Platform), Customer is responsible for configuring its AI Client to require confirmation where appropriate, and for the results.

24.6 Usage Limits and Credits. CamoAg may set rate limits, quotas, record-return limits and Credit charges per request or tool call, as stated in the Documentation, Customer's plan or Order Form. Customer will not exceed or circumvent those limits, including by using multiple credentials or accounts, splitting requests, or rotating IP addresses. CamoAg may throttle requests that exceed limits and may charge for usage above included amounts at then-current Credit rates.

24.7 Restrictions. In addition to Section 6 and Part D, Customer will not use the Developer Services to:

(a) systematically retrieve CamoAg Data, such as by iterating over geographies, parcels, producer identifiers or query variations, to compile records beyond what is reasonably needed for a specific task within the Permitted Use;

(b) store, cache or index responses for longer than thirty (30) days, except as Permitted Outputs;

(c) build, power or populate any application, agent, chatbot, portal or service offered to Designated Recipients or any other third party, unless the Order Form expressly allows it;

(d) resell, sublicense, proxy or provide access to the Developer Services;

(e) combine CamoAg Data with other data to identify, profile or track individuals for any purpose prohibited by Section 6 or Section 9.5;

(f) test, probe or attempt to defeat the security, access controls or prompt-handling of the Developer Services, including through prompt injection, without CamoAg's prior written consent; or

(g) access the Platform's user interface through automated means in place of the Developer Services.

24.8 Changes and Beta Features. CamoAg may change or retire any Developer Service, tool or endpoint. For a Developer Service that is generally available and licensed under an Order Form, CamoAg will give at least ninety (90) days' notice of a change that removes functionality Customer is using, unless the change is needed for security or legal compliance. Features labeled beta, preview or experimental are provided as-is, may change or end without notice, and are excluded from any Service Level Agreement.

24.9 Monitoring and Logging. CamoAg logs requests, tool calls, parameters, response metadata and credential activity to operate, secure and bill for the Developer Services and to detect breaches of the Agreement. Request content that consists of Customer Data remains Customer Data; all other log data is Usage Data.

24.10 Suspension. CamoAg may immediately suspend or revoke any credential, or throttle any Developer Service, if CamoAg believes in good faith that it is being used in breach of Part C or Part D, is compromised, or threatens the Platform. CamoAg will notify Customer promptly and restore access once the cause is resolved.

24.11 Third-Party Directories. If Customer finds or installs the MCP Server through a third party's connector directory or marketplace, that third party's terms govern Customer's relationship with it. These Terms govern Customer's use of the MCP Server and CamoAg Data.

25.1 General Rule. Customer may use CamoAg Data only for the Permitted Use, through the Platform, and in the Permitted Outputs described in Section 25.2. All other use requires CamoAg's written agreement.

25.2 Permitted Outputs. Customer may create and use:

(a) Targeted Lists: prospect, customer or contact lists and exports filtered to a defined territory, sales team, member or other Specific Business Purpose, containing only the records and fields reasonably needed for that purpose and within the export limits of Customer's plan or Order Form;

(b) Analytical Reports: market share, wallet share, total-addressable-market and similar reports, and the analysis behind them, in which CamoAg Data appears in summarized or aggregated form, or as individual records only to the extent needed to support the analysis; and

(c) CRM Records: individual records from Targeted Lists loaded into Customer's internal customer-relationship-management or sales systems for Customer's own sales follow-up.

25.3 Sharing with Designated Recipients. An Enterprise Customer may share Permitted Outputs with its Affiliates and with Designated Recipients, solely for a Specific Business Purpose, if: (a) the Designated Recipient is not a competitor of CamoAg; (b) the Designated Recipient is bound in writing to restrictions at least as protective of CamoAg Data as this Part D, including no further distribution; (c) Customer keeps a record of what was shared, with whom, and for what purpose, and gives it to CamoAg on request; and (d) Customer remains liable for each Designated Recipient's use of CamoAg Data as if it were Customer's own.

25.4 Prohibited Distribution. Except as Section 25.3 permits, Customer will not sell, license, publish, transfer or otherwise make CamoAg Data available to any Person, and will not, in any case: (a) provide the producer data set, or any substantial part of it, in bulk to any Designated Recipient or third party; (b) provide all or substantially all records for any state, county or other geography, or for a product, crop or customer segment, except within an Analytical Report in aggregated form; or (c) place CamoAg Data in any shared drive, portal, database, data warehouse or system accessible to anyone other than Authorized Users, except for Permitted Outputs shared under Section 25.3.

25.5 No Replication, Competing Tools or Model Training. Customer will not, and will not permit any Designated Recipient or third party to, use CamoAg Data, Permitted Outputs, exports or responses from the Developer Services to build, train, fine-tune, evaluate, ground, index or populate any database, application, AI model, agent, retrieval system or interface that (a) replicates or substitutes for any part of the Platform, or (b) lets users search, sort, filter or look up producer or landowner records. This Section 25.5 does not prohibit Customer from maintaining CRM Records under Section 25.2(c) in the ordinary course.

25.6 Direct Licensing. Any Person that wants to use CamoAg Data beyond Permitted Outputs received from Customer, including member companies, dealers and channel partners that want to work the data directly, must license access from CamoAg.

25.7 Notices. Permitted Outputs shared outside Customer's organization must carry the notice "Contains CamoAg data. Confidential. Licensed for Customer use only," or a similar notice CamoAg approves. Customer will not remove CamoAg notices.

25.8 Seed Records. CamoAg Data may contain records that CamoAg inserts or alters to detect unauthorized use ("Seed Records"). Seed Records are CamoAg Data. The appearance of a Seed Record in a Person's possession outside the uses permitted by the Agreement is evidence that CamoAg Data was disclosed through the account to which it was delivered.

25.9 Verification. Once per contract year, or at any time CamoAg reasonably suspects a breach of Section 5.8, Part C or Part D, CamoAg may require Customer to certify its compliance in writing and, on fifteen (15) days' notice, to provide records reasonably needed to verify it, including the records required by Section 25.3(c). If verification shows a breach, Customer will reimburse CamoAg's reasonable costs of verification.

25.10 Unauthorized Distribution Fee. If Customer or a Designated Recipient makes CamoAg Data available to a Person in breach of this Part D, then, in addition to CamoAg's other remedies, Customer will pay, for each such Person, the fees that Person would have paid under CamoAg's then-current list price for access to the CamoAg Data disclosed, from the date of first disclosure through the end of Customer's then-current term.

25.11 After Termination. Customer will delete CamoAg Data under Section 13.3, except that Customer may keep (a) Analytical Reports in which CamoAg Data appears only in aggregated form, and (b) CRM Records of individual producers with whom Customer had documented business contact during the Term ("Retained Outputs"). Retained Outputs remain subject to Section 11 and this Part D, and may not be refreshed, enriched with new CamoAg Data, or used to build or populate any database or list beyond Customer's existing relationships.

26.1 Scope. This Section 26 applies to any use of CamoAg Data with artificial intelligence, whether through CamoAg's AI features, the Developer Services, or Customer copying, uploading or exporting CamoAg Data into any AI Client or system. It supplements Section 5.8, Section 6, Section 10, Part C and Section 25. Subject to an Order Form under Section 3.2(a), the most restrictive applicable provision governs.

26.2 AI Use Cases. The following table describes permitted and prohibited AI uses:

AI use caseStatusConditions
A Named User asks an AI Client questions through the MCP Server about producers, parcels or markets for that user's own workPermittedUser's own credentials; AI Client meets Section 24.4
Drafting outreach emails, call plans or account summaries from CamoAg DataPermittedCustomer reviews before use; Sections 9.2-9.3
Analyzing a Targeted List or Analytical Report in an AI ClientPermittedWithin the session, on a no-training tier, with no persistent knowledge base
Using CamoAg's Deep Research and other built-in AI featuresPermittedSection 10
Sharing AI-generated summaries with Designated RecipientsEnterprise onlyMust qualify as a Permitted Output under Section 25.3
Uploading exports to a custom GPT, project, Gem, knowledge base or vector store, or keeping them in AI memoryProhibited-
Building embeddings, a RAG index or semantic search over CamoAg DataProhibitedSection 25.5
Training, fine-tuning, distilling or evaluating any model with CamoAg DataProhibitedSection 6(k)
An agent that runs scheduled or looping queries to compile, refresh or sync recordsProhibited unless an Order Form licenses a data-sync integrationSection 24.7(a)
A shared bot, channel or AI workspace that non-Named Users can queryProhibitedSection 5.8(a)-(b)
AI enrichment that appends CamoAg fields to Customer's full CRM or customer fileProhibited beyond Targeted ListsSections 25.2 and 25.4
Generating synthetic, derived or "anonymized" data sets from CamoAg DataProhibitedSection 26.3
Using CamoAg Data or AI outputs for credit, insurance, employment or housing eligibilityProhibitedSection 9.5
Benchmarking, testing or improving a competing data product or AI toolProhibitedSection 6(i)
Inferring sensitive characteristics of individuals, or targeting individuals unlawfullyProhibitedSection 6(m)

26.3 Derived Data Remains CamoAg Data. Embeddings, vectors, summaries, model weights, features, synthetic records and any other output that contains, is generated from, or could be used to reconstruct CamoAg Data are CamoAg Data under these Terms, except Permitted Outputs used as Section 25 permits. Paraphrasing, summarizing, reformatting or otherwise transforming CamoAg Data through an AI system does not remove these restrictions.

26.4 AI Governance. Customer will maintain controls reasonably designed to make its Authorized Users and AI Clients comply with this Section 26, including limiting which AI Clients may connect to the Developer Services, turning off model training and memory features where available, and keeping logs of Developer Services use for at least twelve (12) months, which Customer will provide on request under Section 25.9.

26.5 Other AI Uses. Customer may ask CamoAg to approve an AI use not described in Section 26.2. CamoAg may approve, condition or price it in an Order Form. An AI use not expressly permitted by these Terms or an Order Form is prohibited.

"Access Credentials" means usernames, passwords, API keys, OAuth tokens and other credentials used to access the Platform.

"Action" means any claim, suit, action or proceeding.

"Affiliate" means an entity that controls, is controlled by or is under common control with another entity, where "control" means the direct or indirect ownership by an entity of more than 50% of the voting securities or other ownership interests of the other entity.

"Agreement" has the meaning set forth in Section 3.1.

"AI Client" means any application, assistant, agent or workflow that uses an artificial intelligence model and connects to the Developer Services, whether provided by a Third-Party AI Provider or built by Customer.

"AI-Generated Content" means any reports, summaries, analyses, or other content generated through artificial intelligence, machine learning or similar technologies, whether by CamoAg (including the Deep Research feature) or by an AI Client using responses from the Developer Services.

"Applicable Agreement" has the meaning set forth in Section 3.1.

"Authorized User" means each of the individuals authorized to use the Services pursuant to Section 5.4 and the other terms and conditions of these Terms.

"CamoAg" has the meaning set forth in the preamble.

"CamoAg Data" means proprietary data developed, compiled, and owned by CamoAg, including but not limited to producer data, agricultural operation data, acreage estimates, crop type information, subsidy data, and other information that may be derived from or based on Public Data or Third Party Materials, but which has been transformed, aggregated, processed, or reconfigured by CamoAg, the Services, or through the CamoAg Systems such that it constitutes a proprietary data set. CamoAg Data is distinct from Third Party Materials and is included within CamoAg Materials, and includes Seed Records and all CamoAg Data delivered through the Developer Services.

"CamoAg Disabling Device" means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by CamoAg or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of CamoAg or its designee.

"CamoAg Indemnitee" has the meaning set forth in Section 15.1.

"CamoAg Materials" has the meaning set forth in Section 4.1.

"CamoAg Systems" means the information technology infrastructure used by or on behalf of CamoAg in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by CamoAg or through the use of third-party services.

"Confidential Information" has the meaning set forth in Section 11.1.

"Credits" means units of prepaid usage CamoAg sells for usage-based features, including Developer Services requests and AI features, at the rates in Customer's plan, Order Form or CamoAg's then-current published pricing.

"Customer" has the meaning set forth in the preamble.

"Customer Data" means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services. Customer Data strictly excludes Resultant Data, CamoAg Data, and Public Data. Customer Data includes any Customer annotations or notes made in relation to Public Data, but does not include the Public Data itself or any information, data, models, or other content which may be derived or generated therefrom (which shall be deemed Resultant Data). Customer Data includes Integration Data.

"Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.

"Deep Research" means an AI-powered research tool (currently powered by third-party AI models such as Google Gemini) that searches publicly available sources to compile research reports on producers, landowners, and related entities.

"Designated Recipient" means a Person, other than an Affiliate of Customer, that is named, or belongs to a class described (such as "Customer's member cooperatives" or "Customer's authorized dealers"), in an Order Form as permitted to receive Permitted Outputs under Section 25.3.

"Developer Services" has the meaning set forth in Section 24.1.

"Disclosing Party" has the meaning set forth in Section 11.1.

"Documentation" means any manuals, instructions or other documents or materials that the CamoAg provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or CamoAg Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

"Effective Date" means, for these Terms, the date stated at the top of the version Customer accepted and, for an Order Form, the date stated in it.

"Enterprise Customer" has the meaning set forth in Section 23.1.

"Excluded Claims" has the meaning set forth in Section 16.3.

"Force Majeure Event" has the meaning set forth in Section 19.1.

"Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Customer or any Authorized User from accessing or using the Services or CamoAg Systems as intended by these Terms. Harmful Code does not include any CamoAg Disabling Device.

"Indemnitee" has the meaning set forth in Section 15.3.

"Indemnitor" has the meaning set forth in Section 15.3.

"Indirect Access" has the meaning set forth in Section 5.8.

"Integration Data" means data CamoAg retrieves from Customer's or a third party's system at Customer's direction under Section 23.7, and data derived from it that identifies Customer, its members or their customers.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Licensed Modules" means the Platform modules and features identified in Customer's Order Form or plan.

"Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"MCP Server" means CamoAg's server implementing the Model Context Protocol, or any successor protocol, that exposes Platform functions and CamoAg Data to AI Clients.

"Mobile Application" means any CamoAg software application made available for use on mobile devices, including but not limited to applications compatible with CarPlay, Android Auto, or similar vehicle integration systems.

"Named User" has the meaning set forth in Section 5.3.

"New Module" means a product, module or add-on that CamoAg makes available as a separately priced offering, as opposed to an update, upgrade or improvement to a Licensed Module.

"Order Form" means an ordering document signed by Customer and CamoAg that references these Terms, including any Statement of Work.

"Paid Plan" means a self-serve subscription or Order Form under which fees are payable to CamoAg.

"Permitted Outputs" means Targeted Lists, Analytical Reports and CRM Records as described in Section 25.2.

"Permitted Use" means use of the Platform by Authorized Users for the benefit of Customer, in Customer's internal business operations, and not for resale or for the benefit of any third party except as Part D permits.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

"Personal Information" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, or from which a specific individual or household may be identified, contacted or located.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. "Processing" and "Processed" have correlative meanings.

"Prohibited Data" has the meaning set forth in Section 8.6.

"Public Data" means data provided through the Services sourced from government databases or other public sources of information.

"Receiving Party" has the meaning set forth in Section 11.1.

"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors and legal advisors.

"Resultant Data" means information, data and other content that is derived by or through the Services from Processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.

"Retained Outputs" has the meaning set forth in Section 25.11.

"Seed Records" has the meaning set forth in Section 25.8.

"Service Account" means a credential issued to a system rather than an individual, for an integration licensed in an Order Form.

"Services" has the meaning set forth in the preamble.

"Shared AI Workspace" means any project, workspace, team space, custom assistant, agent, knowledge base or similar feature of an AI Client that more than one individual can access, prompt or view.

"Specific Business Purpose" means a defined sales, marketing, planning or analytical activity for an identified member, territory, sales team, product line or customer segment.

"Term" has the meaning set forth in Section 13.1.

"Third-Party AI Provider" means the provider of an AI Client or of the artificial intelligence model it uses.

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to CamoAg.

"Usage Data" has the meaning set forth in Section 4.4.

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