Terms of Service

Introduction

Welcome to Pasture.io, a farm management application designed primarily for livestock farmers who manage grazing pasture. Our service empowers you to make informed grazing decisions by providing automatic pasture readings for your farm's paddocks. Utilising a combination of spatial datasets, remote sensing technologies, local weather information, and your data in a machine learning environment, we offer various services, including our core paid offerings and additional features like the Pio AI Farm Consultant. Additionally to our paid services is the use of our app by Fundamental users. Through various integrations, we also use your data to continually improve our services.

By using Pasture.io, including any of its features and integrations, and viewing and navigating publicly accessible or private application pages, you agree to comply with these Terms of Service. Please read them carefully. The terms are effective as of the date you accept them.

The following terms, as used in this Agreement, shall have the meanings set forth below. These definitions are intended to provide clarity and be used in conjunction with the context in which they appear throughout this Agreement. Terms defined in the singular shall include the plural and vice versa unless the context otherwise requires.

• "Agreement": Refers to these Terms of Service, including all schedules, annexures, and appendices, and any subsequent modifications or amendments made and notified by Pasture.io.
• "User": Denotes any individual, partnership, corporation, or other form of organisation, whether for-profit or non-profit, registered or unregistered, that creates an account for access to and use of the Services provided by Pasture.io under this Agreement.
• "Service" or "Services": Encompasses the suite of agricultural technology software, data analytics, account management, and other functionalities as described in this Agreement or any future updates, upgrades, modifications, or enhancements thereto.
• "Subscription": Constitutes a legally binding financial agreement between the User and Pasture.io, granting the User access to specific premium Services as delineated in this Agreement.
• "Freemium": Designates the complimentary access to a limited range of Services as detailed in this Agreement, subject to change at Pasture.io’s sole discretion.
• "Content": Comprises all data, information, text, images, videos, or other materials, whether publicly posted or privately transmitted, that may be generated, uploaded, or encountered through the use of the Service.
• "Data": Entails any and all data or information inputted by the User into the Service for the express purpose of using or facilitating the use of the Services, including but not limited to proprietary and non-proprietary data.
• "Third-Party Integrations": Alludes to any external software, hardware, platforms, or services that are neither owned nor operated by Pasture.io but are integrated into or interact with the Services.
• "Pio": Refers specifically to the artificial intelligence-based farm consulting tool provided as part of Pasture.io’s Services, including any associated algorithms, models, and data sets, and the broader range of pasture models, predictions, forecasts, and the application graphical user interface.
• "Intellectual Property Rights": Encompasses all rights, titles, and interests, both current and future, in and to patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights, whether registered or unregistered, under the laws of any governmental authority, domestic or foreign.
• "Force Majeure": Refers to any event or condition not reasonably within the control of the affected party, including but not limited to natural disasters, acts of terrorism, labour disputes, governmental actions, or disruptions in telecommunications or power infrastructure.
• "Platform": Denotes the digital environment, including but not limited to web interfaces, mobile applications, and APIs, through which Users can access and use the Services provided by Pasture.io.

Agreement to Terms

By accessing, registering for, or using any part of the Pasture.io platform, including but not limited to any features, integrations, or other services ("Services") offered by Pasture.io, you ("User") unconditionally agree to be bound by these Terms of Service ("Agreement"). Your continued use of the Services signifies your unequivocal acceptance of this Agreement, as well as any subsequent changes, modifications, or revisions made to it. If you do not agree to this Terms of Service, you must not access or use Pasture.io.

Age and Legal Capacity

You represent and warrant that you are at least 18 years of age or possess the legal capacity to enter into binding contracts under applicable laws and regulations. Pasture.io does not knowingly offer or render Services to individuals under the age of 18 or those lacking legal capacity to enter into contracts.

Compliance and Restrictions

The Services are available globally but must be used in compliance with applicable Australian laws and regulations. By accessing or using the Services, you represent and warrant that you are not located in, under the control of, or a citizen or resident of any country to which the Australian government has embargoed goods or services, or designated as a "specially designated national" or "blocked person."

Right to Amend

We may update these Terms from time to time (for example, to reflect changes to the Services, security requirements, or changes in law). The most current version will always be available on our website and will show the "Last updated" date.

Notice of Material Changes

If a change is material (for example, it materially affects fees, your rights, or how the Services are provided), we will take reasonable steps to notify you before it takes effect, such as by email or an in-app notice.

When Changes Apply

Unless we state otherwise, updated Terms apply from the date they are posted.

For paid subscriptions, changes will not apply retrospectively to your current subscription term except where required by law, or where the change is necessary to address security, legal, or regulatory requirements.

A change is not a Material Adverse Change if it is required for security, legal or regulatory compliance, prevents abuse, or does not materially reduce the core paid functionality you are using.

If we make a material change that materially reduces core functionality you are using during your current paid term (a "Material Adverse Change"), you may notify us within 30 days of our notice. We will, at our option, either:

• continue providing substantially equivalent functionality to you for the remainder of your current term; or
• allow you to terminate the affected subscription at the end of the month (or billing period) in which you notify us, in which case no further fees will be payable for the unused portion of the current term.

Disagreement With Changes

If you do not agree to the updated Terms, you must stop using the Services and you may cancel in accordance with Section 8.

Required Information

To establish a user account on the Pasture.io platform, you are required to furnish certain personal details including, but not limited to, your Name, Phone Number, and Email Address ("Personal Information"). For the creation of a farm-specific account, you are additionally obligated to provide the Farm Name, Farm Address, Country, Time Zone, and your Role on the farm. An optional paddock map may also be submitted. All personal data provided during the registration process will be handled in accordance with our Privacy Policy.

Verification Process

Upon the successful input of your Personal Information, you will undergo a verification process facilitated by our third-party verification partner, Twilio. Verification codes will be dispatched to your provided phone number and email address. Completion of this verification process is a mandatory prerequisite for gaining access to the services offered by Pasture.io.

Password Policy

You are strongly advised to adopt a robust password that adheres to best practices for online security. Though not mandated by Pasture.io, it is recommended that your password be a minimum of 8 characters in length and incorporate a mix of upper and lowercase letters, numerals, and special characters. The strength of your password is at your sole discretion and for your own protection.

Account Deletion and Data Retention

Should you desire to deactivate your account, a formal request must be submitted for the process to commence. Deactivation will effectively sever the association between your user account and any affiliated farm accounts. Notwithstanding such deactivation, Pasture.io retains an irrevocable right to utilise any non-personal data you have contributed for the purpose of enhancing and improving our services.

Compliance with Guidance

As a user ("User") of the Pasture.io platform ("Platform"), you are obligated to utilise our services ("Services") in strict accordance with the guidance and best practices provided by Pasture.io. If you are uncertain about the optimal utilisation of our Services, it is incumbent upon you to consult with us for a bespoke assessment tailored to your farm account. Users are responsible for complying with all local, state, and federal laws and regulations applicable to their use of Pasture.io.

Prohibited Behaviours

Engaging in activities such as data scraping, automated queries, or any forms of data extraction is strictly prohibited. Corporate espionage is expressly forbidden, and there is a zero-tolerance policy with respect to sharing, distributing, or disclosing any of Pasture.io's intellectual property to competitors or third parties without express written consent from Pasture.io.

Content Guidelines

All content submitted or uploaded to the Platform—including, but not limited to, paddock notes, tasks, and attachments—must adhere to community standards and be appropriate for users of all ages. Any content deemed offensive, graphic, or inappropriate is strictly prohibited and may result in immediate account termination.

Usage Limitations

Users must adhere to the data storage limitations that are inherent to specific features of the Platform, particularly those that permit the uploading of attachments. Exceeding these data storage limitations may result in restricted functionality or additional charges.

Account Security

For reasons of security and data integrity, Users are strongly advised against sharing their account credentials. To facilitate collaborative use of a farm account, Users should extend invitations to fellow users through the designated features on the Platform, thereby ensuring secure and authorised access.

Please view our Privacy Policy

Your privacy is important to us. Use of Pasture.io services is also governed by our Privacy Policy, which can be found at https://pasture.io/privacy-policy. We strongly encourage you to review our Privacy Policy to understand how we collect, use, and protect your information.

Payment Methods

Payments for services provided by Pasture.io ("Services") are primarily transacted through invoice settlement. Users who select an annual upfront payment option may execute payments via direct debit or credit card, in accordance with the instructions delineated on the corresponding invoice. For clients domiciled in Australia and New Zealand, alternative frequent payment plans—including but not limited to monthly, quarterly, and biannual frequencies—are available. Such plans necessitate user agreement to automatic direct debit transactions, conducted through our authorised payment processor, GoCardless. Legacy clients may persist with recurring credit card payments, mediated by our trusted payment processor, Stripe.

Subscription Plans

Unless otherwise agreed in writing, all paid subscription plans are for a 12-month term (annual subscription).

If you choose a payment frequency other than annual (for example monthly, quarterly, or biannual), you are paying the annual subscription fee in instalments. If a payment plan fee applies, it will be disclosed to you before you agree to the plan (including on your invoice). The full annual fee (and any disclosed payment plan fee) remains payable for that term, unless required by law or we agree otherwise in writing.

We price subscriptions on this basis because we also commit to annual data and service contracts with key suppliers in order to deliver the Services to you.

Automatic Renewal

Subscriptions automatically renew at the end of each annual term unless you cancel before the renewal date.

If you cancel before renewal, your subscription will continue until the end of the current term and will not renew.

We will take reasonable steps to notify you before renewal, allowing you to update your plan or payment details.

Late and Failed Payments

If a payment is late or fails, we may notify you and provide a reasonable opportunity to update payment details.

We may suspend access to paid features while amounts remain overdue.

You agree to pay any reasonable costs we incur as a direct result of late or failed payments (for example, bank dishonour fees and reasonable debt recovery costs) and interest where permitted by law.

If amounts remain unpaid, we may engage a debt collection agency or take other lawful steps to recover amounts owed.

Freemium Usage

Pasture.io does not provide free trial periods. Instead, a Freemium version of our app is available for up to 14 days. This Freemium version permits manual data input and paddock activity recording, subject to certain limitations. As the Freemium version is provided at no charge, no refunds apply, but statutory consumer rights remain unaffected.

Change of Mind

We do not provide refunds for change-of-mind cancellations or for unused time, except where required by applicable law or where we agree otherwise in writing.

Statutory Rights

Nothing in these Terms excludes, restricts, or modifies any rights or remedies you may have under applicable law. Where a law requires a particular remedy (such as a refund), we will provide that remedy.

Problems With the Services

If you believe the Services are not provided as described or have a material fault, you must contact us promptly and provide reasonable details.

We will work with you to investigate and, where appropriate, remedy the issue within a reasonable time (for example by providing support, a workaround, or a fix). If the issue cannot be remedied, or the law requires a different remedy, we will provide the remedy required by law.

Cooling-off Periods (where applicable)

Some jurisdictions provide a statutory cooling-off or withdrawal period for online purchases. Where such a right applies to you, you may withdraw within that period in accordance with local law.

EU/UK consumers: see Schedule A.

If you request immediate access to the Services, you acknowledge that your right to withdraw may be limited or lost to the extent permitted by law once the Services have commenced.

Minimum Term, Cancellation, and Non-Renewal

Paid subscriptions are for a 12-month minimum term.

You may request cancellation at any time by contacting [email protected]. Cancellation:

• stops automatic renewal at the end of the current term; and
• does not end the current term early or entitle you to a refund for the current term, except where required by law.

If you pay by instalments (for example monthly, quarterly, or biannual), you remain responsible for paying all instalments for the current annual term, unless required by law, we agree otherwise in writing, or Section 3 (Changes to Terms) applies.

If you want to close your account (not just stop renewal), see Section 11 (Termination).

Refund Processing

If a refund is approved or required by law, we will process it within 14 business days to the original payment method (where possible).

Available Plans

Pasture.io provides a diverse range of subscription plans, meticulously designed to cater to varying agricultural operations, climatic conditions, and specific client needs. The plans may include, but are not limited to, the following nomenclatures: "Free App", "Auto Grazer", "Eyeball Grazer", "Annual Grazer", "Seasonal Grazer", "Monthly Grazer", "Weekly Grazer", "Daily Grazer", and "Priority Grazer". Legacy plans and other extant offerings may be designated as "Pasture Basic", "Pasture Standard", "Pasture Professional", "Freemium", "Premium", "Premium Plus", "Premium+", "Enterprise", "Fundamental", "Essential", and "Ultimate". Comprehensive details of these plans can be accessed at Pasture.io Plans.

Special Features

Select plans encompass premium features such as satellite imagery, integrated GPS Animal Tracking Collars, high-frequency satellite flyovers, and high-resolution satellite imagery. These features are regulated by Pasture.io's proprietary algorithms, including machine learning, biophysical, and statistical models, or may be subject to third-party modelling solutions.

Third Party Add-Ons

Additional components like GPS Animal Trackers, supplied by our partner FarmPulse, may be acquired directly via Pasture.io. Alternatively, customers have the option to purchase these trackers from iTRAK. Compatibility with the Auto Grazer and Auto Harvest feature is guaranteed across all paid plans that include the Fundamental app.

Plan and Feature Modifications

We may add, remove, or change features, plans, or add-ons over time.

We will take reasonable steps to give notice of material changes (for example via email or in-app notice). Where a material change has a material adverse effect on a paid subscription during the current term, Section 3 (Changes to Terms) and Section 8 (Refunds & Cancellations) apply.

Limitations and Disclaimers

Pasture.io categorically disclaims any liability or endorsement regarding the accuracy or reliability of numbers and advice disseminated through the app, especially if users fail to comply with the guidelines or procedures set forth by Pasture.io and its personnel. Any counsel or recommendations provided by Pio, our AI Farm Consultant, are not subject to verification by Pasture.io. The acceptance and application of such advice lie solely at the user’s discretion and risk. Pasture.io shall not be held accountable for any adverse financial outcomes, misjudgments, or any other repercussions stemming from the use of its services. Clients are strongly advised to secure adequate insurance coverage for their agricultural enterprises.

User-Generated Content

While you, the customer, retain ownership of user-generated content, Pasture.io reserves an exclusive, ongoing right to use non-personal data to improve our services. This includes but is not limited to paddock geolocation boundaries, herd records, pasture readings, soil tests, and other related data.

Pasture.io Content and Features

All content and features available on Pasture.io, both public and private, are the property of Pasture.io and are protected by copyright laws. This includes all copywriting and graphical material. Pasture.io reserves all rights over such content and features.

Use Restrictions

Users are obligated to use the content and features of Pasture.io in accordance with our best practices. Failure to do so may result in substandard performance, for which Pasture.io disclaims responsibility. Unauthorised sale, provision, or disclosure of Pasture.io intellectual property to competitors is strictly prohibited. Competitors are expressly forbidden from using our services under the guise of being a genuine user.

Third-Party Content

Pasture.io integrates third-party content and data to improve user experience and service quality. While we strive for accuracy, we cannot validate or guarantee the reliability of such integrations. Pasture.io shall not be liable for service disruptions arising from third-party supply issues. Users are advised to conduct their own due diligence in this regard.

Trademarks

"Pasture.io" and the associated logo are registered trademarks of Pasture.io. Any use of these trademarks without explicit consent from Pasture.io is prohibited.

Voluntary Termination by User

You may request account termination at any time.

If you are on a paid subscription, terminating your account does not by itself cancel your current subscription term or waive amounts due for that term. Subscription cancellation and non-renewal are handled under Section 8.

Users of the Freemium plan may terminate their accounts without incurring subscription charges.

To request account termination, email [email protected] from the email address registered to your user profile and clearly state that you want your account terminated.

We will aim to process account termination within a reasonable timeframe. Personal data will be handled in accordance with our Privacy Policy.

Involuntary Termination by Pasture.io

Pasture.io reserves an unequivocal right to unilaterally terminate user accounts for a variety of reasons, including but not confined to:

• Disrespectful, aggressive, or inappropriate conduct towards any Pasture.io staff member.
• Habitual tardiness in settling payments.
• Engaging in collusion with competitors.
• Breach of any stipulations contained within this Service Agreement.

Termination under these conditions necessitates the immediate resolution of all outstanding financial commitments by the user.

Data Retention and Deletion

Upon a user's request or following account termination, personal data will be expunged in consonance with Pasture.io's Privacy Policy. Non-personal data may be retained for internal purposes as delineated in our Privacy Policy.

Good Faith and Fair Dealing

Pasture.io adheres to a principle of mutual good faith. We are committed to conducting our business in a fair and transparent manner and expect users to reciprocate by adhering to the tenets of good faith and fair dealing.

Preferred Method

In the occurrence of any dispute, controversy, or claim ("Dispute") arising out of or in relation to this Agreement, or the violation, termination, or nullity thereof, both parties expressly agree to earnestly engage in negotiations as the preliminary method for dispute resolution, with the mutual objective of resolving the Dispute amicably.

Arbitration

Should the negotiations prove unsuccessful in resolving the Dispute within a reasonable timeframe, mutually agreed upon by both parties, the Dispute shall then be submitted to arbitration. The arbitration body shall be selected by mutual consent at the time the Dispute is escalated to this stage.

Governing Law and Jurisdiction

This Agreement, and any Disputes arising out of or in connection with this Agreement, shall be governed exclusively by the laws of the State of Tasmania, Australia. Both parties unequivocally consent to the exclusive jurisdiction of the courts located within the State of Tasmania, Australia for the adjudication of any Disputes.

Timeframe for Negotiation

Both parties agree to engage in negotiations in good faith with the genuine intent to settle the Dispute within a period of 30 days, prior to initiating any formal legal proceedings, including, but not limited to, arbitration or litigation.

Waiver of Class Action

By entering into this Agreement and accepting these Terms of Service, you expressly waive any rights you may possess to instigate or partake in any class or collective action against Pasture.io.

Types of Damages

To the fullest extent permissible under applicable law, Pasture.io, including its affiliates, directors, officers, employees, agents, licensors, and suppliers, shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, whether foreseeable or not, including but not limited to: loss of revenue, profit, data, use, goodwill, or other economic advantages, even if Pasture.io has been advised of the potential for such damages.

Caps on Damages

Should Pasture.io be determined to be liable for any damages arising from or in connection with the use of its services, the total liability shall not exceed the aggregate amount of fees paid by the user for the specific subscription term during which the alleged damages occurred, less any operational or service provision costs incurred by Pasture.io.

Disclaimer

Pasture.io expressly disclaims any liability for losses or damages, direct or indirect, resulting from the use or misuse of the service. This includes, but is not limited to, decisions made or actions taken based on information or advice provided by Pasture.io. Users bear sole responsibility for their actions and decisions and are encouraged to consult relevant professionals for advice tailored to their specific circumstances.

Additional Clauses

By accessing or using Pasture.io's services, you acknowledge and agree that your use of the service is entirely at your own risk. Pasture.io shall not be held accountable for any subpar performance or adverse outcomes arising from improper or incorrect use of the service. The liability of Pasture.io under this Agreement shall be confined exclusively to direct damages sustained by the user. Under no circumstances shall the aggregate liability of Pasture.io surpass the total fees paid by the user for the particular subscription term, net of any costs incurred by Pasture.io in delivering the service. The services provided by Pasture.io are delivered on an "as-is" and "as-available" basis without any guarantees of uptime, availability, performance, or error-free operation.

No Warranties

Pasture.io delivers its services "as is" and "as available" with no warranties whatsoever, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Pasture.io neither warrants nor represents that the service will be uninterrupted, reliable, accurate, or error-free. No advice or information, whether oral or written, obtained from Pasture.io or through the service will create any warranty not expressly stated herein.

Third-Party Integrations

Pasture.io expressly disclaims any and all liability arising from or related to third-party integrations, services, data, or content. While Pasture.io endeavors to keep its customers informed through various communication channels, it does not warrant, endorse, guarantee, or assume responsibility for any third-party offerings. Pasture.io is not responsible for the actions, services, or content of third parties, including but not limited to third-party integrations, data providers, or platforms that may be accessed or used in conjunction with Pasture.io services.

Technology Limitations

The user expressly acknowledges that the services rely on complex technologies, including but not limited to machine learning algorithms and satellite data, which are subject to inherent limitations and risks. Pasture.io shall not be liable for any damages, inaccuracies, or service interruptions attributable to these or other technological constraints.

"As-Is" and "As-Available" Disclaimers

Notwithstanding the availability of account management services, which may include individualized guidance and support, Pasture.io's services are provided strictly on an "as-is" and "as-available" basis. Pasture.io disclaims all liability for any loss, injury, claim, liability, or damage of any kind resulting from the service’s unavailability, errors, or omissions, or from any decisions made or actions taken in reliance on information or advice provided by the service.

Severability

Should any provision of this Agreement be determined to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render the entire Agreement unenforceable or invalid. Instead, the unenforceable or invalid provision shall be modified or replaced by a provision that most closely matches the intent of the original provision, with all other provisions of this Agreement continuing in full force and effect.

Force Majeure

Neither party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed, restricted, or prevented by reason of any act of God, natural disaster, act of government, strikes or labor disputes, or any other act or condition beyond the reasonable control of the said party.

Entire Agreement

This Agreement represents the complete understanding between the parties and supersedes all prior oral agreements, understandings, or arrangements. No representation, undertaking, or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement.

Amendments and Modifications

We may update these Terms in accordance with Section 3 (Changes to Terms). Any changes to subscription pricing, plan inclusions, or other commercial terms that are agreed specifically between you and us must be confirmed in writing (for example, by email confirmation or an order form).

Additional Provisions

Users expressly acknowledge the inherent risks and complexities associated with Pasture.io's machine learning-backed services and management decision-making. By using the service, users agree to absolve Pasture.io from any and all liability, to the maximum extent permitted by applicable law, for any adverse outcomes arising from their decisions and actions based on Pasture.io's guidance and services.

Waiver of Rights

No failure or delay by Pasture.io in exercising any right, power, or privilege under these Terms of Service shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms of Service.

Headings

The headings and subheadings in these Terms of Service are for convenience only and shall not affect the interpretation or meaning of any provision of these Terms of Service.

Assignment

Pasture.io may assign its rights and obligations under these Terms of Service to any affiliate or in the event of a merger, acquisition, or sale of all or substantially all of its assets, without notice to you. You may not assign or transfer your rights or obligations under these Terms of Service without the prior written consent of Pasture.io.

Relationship of the Parties

Nothing in these Terms of Service shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party has the authority to enter into agreements of any kind on behalf of the other party.

Survival

Any terms and conditions that by their nature should survive the termination or expiration of these Terms of Service shall so survive. This includes, but is not limited to, intellectual property rights, indemnities, and limitations of liability.

Our Code of Conduct sets the standard for ethical behaviour and sustainable practices at Pasture.io. It provides guidelines for all stakeholders to follow in fostering a positive and responsible business environment. Review our Code of Conduct at https://pasture.io/code-of-conduct to understand our principles and how they guide our services, collaborations, and decision-making.

Your understanding of our Anti-Corruption Policy is crucial. We maintain a zero-tolerance approach to corruption and bribery to ensure ethical conduct throughout Pasture.io. The policy applies to all stakeholders and aligns with our commitment to transparency and integrity in business practices. Learn more by reviewing our Anti-Corruption Policy at https://pasture.io/anti-corruption-policy.

For any questions, concerns, or disputes relating to this Agreement, or for any other inquiries regarding Pasture.io services, you may contact us through the following means:

General Inquiries:

Email: [email protected]

Phone: +61 480 022 345

Customer Support:

Email: [email protected]

Phone: +61 480 022 345

Sales Inquiries:

Email: [email protected]

Phone: +61 480 022 345

Legal Matters:

Email: [email protected]

Mailing Address: 19 Parliament Street, Sandy Bay, Tasmania, Australia, 7005

Please note that communications sent to the wrong department may result in delays in response or resolution. It is your responsibility to use the appropriate contact information for your specific concern.

EU/UK Cooling-Off Period

If you are an EU or UK consumer, you may have a statutory right to withdraw from your subscription within 14 days of purchase under applicable law.

By choosing to start using the service immediately, you expressly request immediate access to the service and acknowledge that your withdrawal right may be limited or lost to the extent permitted once the service has commenced.