Terms of Use

These Terms of Use (the “Terms”) govern access to and use of the IPM Scoutek platform, including the web application, mobile scouting application, dashboards, reports, and any related services (collectively, the “Services”), provided by 2730537 Ontario Inc., doing business as IPM Scoutek (“IPM Scoutek,” “we,” “us,” or “our”), a corporation existing under the laws of the Province of Ontario, with a principal place of business at Kingsville, ON, Canada.

By accessing or using the Services, including during any trial period, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you are accessing the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1. Acceptance of Terms

By creating an account, accessing the Services, or beginning a trial, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any applicable Subscription Agreement, order form, or quote executed between you and IPM Scoutek. In the event of any inconsistency between these Terms, a Quote, a Subscription Agreement, an Addendum, or any renewal document, the most recently executed Subscription Agreement or Addendum shall govern to the extent of the inconsistency.

We may update these Terms from time to time. Material changes will be communicated by email or posted notice within the Services with reasonable advance notice. Continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.

2. The Services

IPM Scoutek provides a software platform for greenhouse integrated pest management (IPM) scouting, monitoring, and reporting, including but not limited to:

• Mobile scouting tools for recording pest, disease, and biological control observations in the field;
• A web-based dashboard for visualizing scouting data, pressure trends, and greenhouse mapping;
• Reporting, analytics, and historical data tracking; and
• Related support, onboarding, and account management services.

IPM Scoutek may update, modify, or improve the Services from time to time, including adding, replacing, or removing features, in our reasonable discretion. We will provide reasonable advance notice of any change that materially affects core functionality you are actively using under a paid licence, along with a reasonable transition period before any change takes effect. If a material feature is discontinued, IPM Scoutek will provide reasonable notice and a commercially reasonable alternative or transition path. Any rights regarding termination or refunds shall be governed exclusively by the applicable Subscription Agreement.

3. Accounts and Access

3.1 Account Registration

You must provide accurate and complete information when creating an account and keep that information up to date.

3.2 Account Security

• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
• You must notify IPM Scoutek promptly of any unauthorized use of your account or any other suspected security breach.
• IPM Scoutek is not liable for any loss or damage arising from your failure to safeguard your account credentials.

3.3 Authorized Users

Your licence permits access by authorized users within your organization, as set out in your Subscription Agreement. You are responsible for ensuring that all authorized users comply with these Terms.

4. Fees and Payment

Fees for the Services are set out in your Subscription Agreement or quote and are governed by IPM Scoutek’s Licensing Terms in effect at the time of your Subscription Agreement, including term length, payment frequency, applicable discounts, renewal, and cancellation terms.

• Fees are payable in the currency listed on the quote/Subscription Agreement unless otherwise specified in your signed agreement.
• Invoices are due net 30 days from the date of issue, unless otherwise agreed in writing.
• Access to the Services may be suspended for non-payment in accordance with your Subscription Agreement.
• All fees are exclusive of applicable taxes, which will be added where required by law.

5. Customer Data and Ownership

5.1 You Own Your Data

As between you and IPM Scoutek, you own all data that you or your authorized users input, upload, or generate through your use of the Services, including scouting observations, images, pest and disease records, greenhouse maps, and any other data associated with your account (“Customer Data”).

IPM Scoutek does not claim ownership of Customer Data. We access and process Customer Data solely to provide, maintain, and improve the Services for you, and as otherwise described in these Terms.

5.2 Licence to Operate the Services

You grant IPM Scoutek a non-exclusive, worldwide licence to host, store, process, transmit, and display your Customer Data solely as necessary to provide the Services to you, to provide customer support, and for the purposes described in Section 6 (Use of Data for Research, Development, and AI/ML).

5.3 No Sale of Customer Data

IPM Scoutek will not sell, rent, trade, or otherwise transfer your Customer Data, in raw or identifiable form, to any third party for monetary or other consideration. This restriction does not limit IPM Scoutek’s use of Aggregated Data as described in Section 6, which does not identify you, your organization, or any specific greenhouse location.

5.4 Data Export and Deletion

During an active subscription term, Customer may request export of Customer Data in a commercially reasonable format. Export timing, format, and scope may vary depending on the volume and complexity of the data requested. IPM Scoutek retains Customer Data for up to three (3) years. Following termination or cancellation, Customer Data may be retained for up to thirty (30) days to facilitate export and account transition, after which it may be permanently deleted unless otherwise required by law. Prior to account deactivation IPM Scoutek will make commercially reasonable efforts to facilitate the transfer of Customer Data in a commercially reasonable format. The timing and method of delivery may vary depending on the volume of data requested and the technical requirements of the transfer.

6. Use of Data for Research, Development, and AI/ML

Operating and improving the Services, including developing pest and disease detection models, predictive analytics, and other artificial intelligence and machine learning (“AI/ML”) capabilities, requires the use of data drawn from across IPM Scoutek’s customer base. This section describes how that data is used.

6.1 Anonymized and Aggregated Data

IPM Scoutek may use Customer Data in anonymized or aggregated form (“Aggregated Data”) — meaning Customer Data that has been anonymized, de-identified, and combined with data from other customers such that it cannot reasonably be used, alone or in combination with other available information, to identify you, your organization, or any specific individual or greenhouse location — for the following purposes:

• Training, testing, validating, and improving AI/ML models, including pest and disease identification, pressure prediction, and recommendation systems;
• Internal research and development, product improvement, and benchmarking;
• Generating aggregated industry insights, trends, and reports; and
• Any other research or development purpose reasonably related to improving the Services.

Aggregated Data does not include and will not identify you, your organization, or any specific greenhouse location, and is not treated as your Confidential Information.

6.2 No Identification in Published Outputs

IPM Scoutek will not publish, share, or disclose Aggregated Data in a manner that identifies you, your organization, or any specific greenhouse, without your prior written consent.

6.3 No External AI Training Without Consent

IPM Scoutek will not use your Customer Data to train artificial intelligence or machine learning models that are made available to third parties outside of the Services, without your prior written consent. This restriction does not apply to: (a) Aggregated Data, which IPM Scoutek may use as described in this Section 6; or (b) AI/ML models trained or configured using your own Customer Data solely to provide or improve features within your own account.

6.4 Scope Limitation

This Section 6 applies to the IPM Scoutek base platform as offered as of the effective date of these Terms. It does not extend any rights to use Customer Data for any future product, service, or AI/ML capability that IPM Scoutek may introduce, which will be governed by terms communicated to you at the time such product or capability is introduced.

7. Intellectual Property

7.1 IPM Scoutek IP

IPM Scoutek owns and retains all right, title, and interest in and to the Services, including all software, source code, object code, databases, workflows, algorithms, AI/ML models, user interfaces, documentation, trademarks, logos, and all related intellectual property rights (collectively, “IPM Scoutek IP”). Except for the limited rights expressly granted to you under these Terms or your Subscription Agreement, no rights to IPM Scoutek IP are granted or implied.

7.2 Restrictions

You will not, and will not permit any third party to:

• Copy, modify, reverse engineer, decompile, or disassemble any part of the Services;
• Extract, scrape, or otherwise misappropriate any data, algorithm, or model underlying the Services, other than your own Customer Data as permitted under Section 5;
• Use the Services to build a competing product or service;
• Disclose, sell, lease, or sublicense access to the Services to any third party without IPM Scoutek’s prior written consent; or
• Remove, obscure, or alter any proprietary notices on or within the Services.

Unauthorized copying, reverse engineering, extraction, disclosure, theft, or misuse of IPM Scoutek IP is strictly prohibited and may be unlawful.

7.3 Feedback

If you provide IPM Scoutek with suggestions, feedback, or ideas about the Services, we may use that feedback without restriction or obligation to you.

8. Acceptable Use

In addition to the restrictions in Section 7.2, you agree not to use the Services to:

• Engage in any unlawful, fraudulent, or deceptive activity;
• Interfere with or disrupt the integrity, security, or performance of the Services, including through unauthorized access attempts, denial-of-service activity, or introduction of malicious code;
• Upload or transmit data that you do not have the right to use or that infringes the rights of any third party;
• Attempt to gain unauthorized access to any other customer’s data or account; or
• Use the Services in any manner that could damage, disable, or impair IPM Scoutek’s infrastructure or other customers’ use of the Services.

IPM Scoutek may suspend or terminate access for any violation of this Section, in addition to any other remedies available.

9. Term, Suspension, and Termination

The term of your access to the Services, renewal, cancellation, and related billing terms are governed by your Subscription Agreement and IPM Scoutek’s Licensing Terms in effect at the time.

• IPM Scoutek may suspend access to the Services if an invoice remains overdue, in accordance with your Subscription Agreement.
• IPM Scoutek may suspend or terminate access immediately, without prior notice, in the event of a material breach of these Terms, including violations of Sections 7 (Intellectual Property) or 8 (Acceptable Use).
• Upon termination, your right to access the Services ends, and Section 5.4 (Data Export and Deletion) governs the handling of your Customer Data.

10. Security and Incident Notification

IPM Scoutek maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data, including encryption of data in transit and at rest, access controls limiting access to authorized personnel, and regular security testing.

If IPM Scoutek becomes aware of a security incident that has resulted, or is reasonably likely to result, in the unauthorized access, use, disclosure, or loss of your Customer Data, IPM Scoutek will notify you without undue delay, using reasonable efforts to do so within seventy-two (72) hours of becoming aware of the incident. IPM Scoutek will provide you with reasonable information about the incident, take reasonable steps to mitigate it, and cooperate with your reasonable requests for information necessary to satisfy your own legal obligations.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The Services, including all observations, recommendations, analytics, and AI/ML-generated outputs, are decision-support tools only. Pest management decisions and outcomes depend on many factors outside IPM Scoutek’s control, including grower judgment, environmental conditions, biological variables, and how any recommendation is applied. They are intended to assist, not replace, the professional judgment of your agronomists, growers, and pest management personnel.

IPM SCOUTEK DOES NOT WARRANT ANY CROP YIELD, CROP QUALITY, PEST CONTROL OUTCOME, ECONOMIC RESULT, OR THE ACCURACY OF ANY SPECIFIC FORECAST, RECOMMENDATION, OR ALERT GENERATED BY THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL PEST MANAGEMENT DECISIONS AND THEIR OUTCOMES.

IPM Scoutek does not warrant that the Services will be uninterrupted, error-free, or secure, although we take reasonable measures to maintain availability and security as described in Section 10.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IPM SCOUTEK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO IPM SCOUTEK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL IPM SCOUTEK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR CROP YIELD, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms limits any liability that cannot be limited or excluded under applicable law, including liability for gross negligence or wilful misconduct.

13. Indemnification

You agree to indemnify, defend, and hold harmless IPM Scoutek and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any applicable law; or (c) Customer Data that infringes the rights of any third party or that you did not have the right to upload.

14. Confidentiality

Each party may have access to confidential or proprietary information of the other party in connection with the Services. Each party agrees to protect the other party’s confidential information using at least the same degree of care it uses to protect its own confidential information, and not to disclose it to any third party without prior written consent, except as required by law. This Section survives termination of these Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or in connection with these Terms that the parties are unable to resolve through good faith negotiation will be subject to the exclusive jurisdiction of the courts of the Province of Ontario, unless the parties otherwise agree in writing to an alternative dispute resolution process.

16. General Provisions

16.1 Entire Agreement

These Terms, together with your Subscription Agreement and any order form or quote, constitute the entire agreement between you and IPM Scoutek regarding the Services and supersede all prior agreements and understandings, whether written or oral, on this subject.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.3 Assignment

You may not assign or transfer these Terms or any rights under them without IPM Scoutek’s prior written consent. IPM Scoutek may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.4 No Waiver

IPM Scoutek’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision.

16.5 Notices

Notices under these Terms will be provided by email to the contact designated in your account or Subscription Agreement, or by posting within the Services.

16.6 Contact

Questions about these Terms may be directed to IPM Scoutek at the address set out at the top of this document.

IPM Scoutek — 2730537 Ontario Inc. | Kingsville, ON Canada