1. Acceptance of Terms

By accessing or using AgWaterAI's website, software platform, data products, or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our Services.

AgWaterAI Inc. is a Delaware corporation operating in the State of California. These Terms are governed by the laws of the State of California.

2. Description of Services

AgWaterAI provides:

• Irrigation Management Platform: Software-as-a-Service tools for irrigation scheduling, soil moisture monitoring, and SGMA allocation tracking (estimates only).
• Data Products: Aggregated, anonymized agricultural water data and analytics for institutional use.
• Compliance Tools: SGMA penalty calculators and regulatory documentation assistance.

3. Grant Assistance & Government Programs

AgWaterAI may provide information and assistance to help farmers apply for government grant programs, including but not limited to the California Department of Food and Agriculture (CDFA) State Water Efficiency and Enhancement Program (SWEEP) and the USDA Natural Resources Conservation Service (NRCS) Environmental Quality Incentives Program (EQIP).

Grant Information Accuracy: While we strive to provide accurate information about grant programs, program details, deadlines, eligibility criteria, and funding amounts may change without notice. Farmers should verify all grant information directly with the administering agency (CDFA for SWEEP, NRCS for EQIP) before making any decisions.

SWEEP Compliance Reporting: AgWaterAI's platform may generate reports to assist farmers with SWEEP's 3-year monitoring and reporting requirements. These reports are tools to assist the farmer and do not replace the farmer's own obligations to comply with grant terms and conditions. The farmer is solely responsible for ensuring compliance with all grant requirements.

4. Your Data

Ownership: You retain all right, title, and interest in and to your farm-specific data ("Your Data" or "Raw Data").

License Grant (Paid Subscribers): By subscribing to Pro or Premium services, you grant AgWaterAI a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and process Your Data to (a) provide the Services to you, and (b) improve our AI models for all customers.

Aggregated Data: AgWaterAI anonymizes and aggregates Your Data with data from other subscribers ("Aggregated Data"). This Aggregated Data:

• Always combines data from a minimum of 7 unaffiliated farms
• Contains only regional/county/basin-level geography - GPS coordinates are never shared
• Cannot identify individual farms or farmers
• May be commercialized as data products (e.g., ORACLE basin indices, supply chain verification)

5. Not Professional Advice

AgWaterAI is not a registered investment adviser, broker-dealer, or commodity trading advisor. Any data products provided to institutional clients are for informational purposes only and do not constitute investment advice.

6. Subscription and Payment

Pricing: Subscription fees are based on your selected plan and acreage. Custom pricing is available for enterprise clients.

Automatic Renewal (California Disclosure): Your subscription will automatically renew at the end of each term (monthly or annually) at the then-current price unless you cancel. You authorize AgWaterAI to charge your payment method on file. You may cancel at any time through your account settings, and cancellation will be effective at the end of the current billing period. A reminder notice will be sent to your email address 30 days prior to annual renewal.

7. Limitation of Liability

7.1 Disclaimer of Consequential Damages

7.2 Aggregate Liability Cap

7.3 Mandatory Excluded Claims

7.4 SGMA and Regulatory Compliance Disclaimer

7.5 AI Recommendations Disclaimer

All AI-generated outputs, including irrigation recommendations, stress alerts, pump scheduling, salt flush timing, and water usage predictions, are generated by machine learning models for decision support only. Accuracy varies by site, season, and calibration status. AI-generated recommendations are not a substitute for professional agronomic judgment. You are solely responsible for all irrigation, pumping, and farming decisions.

7.6 Anti-Reliance Clause

You acknowledge that you have not relied on any representation or statement by AgWaterAI outside of these Terms regarding:

• Specific crop yields or water savings amounts
• SGMA compliance outcomes or penalty avoidance
• Water credit revenue, market development timelines, or credit values
• Return on investment from platform subscription
• Accuracy guarantees for any specific AI model or prediction

7.7 Essential Purpose

The limitations and disclaimers in this Section 7 shall apply even if any limited remedy provided herein fails of its essential purpose. The parties acknowledge that the fees reflect the allocation of risk set forth in this agreement and that neither party would enter into this agreement without these limitations.

7.8 Severability of Limitations

If any provision of this Section 7 is found unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect. The invalidity of any specific limitation shall not affect the validity of other limitations.

7.9 California Law Acknowledgment

You acknowledge that this agreement is governed by California law, including California Civil Code Section 1668 (prohibiting contractual limitation of liability for fraud, willful injury, gross negligence, and violation of law). The aggregate liability cap in Section 7.2 is enforceable for breach of contract and ordinary negligence claims but is void as applied to excluded claims under Section 7.3, consistent with VanLaw and City of Santa Barbara v. Superior Court (2007) 41 Cal.4th 747.

8. Disclaimer of Warranties

THE SERVICES AND ALL DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AGWATERAI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

AgWaterAI does not warrant that the Services will be uninterrupted, error-free, or that any data or predictions will be accurate or reliable for your specific farming conditions.

9. Indemnification

You agree to indemnify, defend, and hold harmless AgWaterAI Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of another party; or (d) your farming, irrigation, or investment decisions made using information from our Services.

10. Dispute Resolution

Binding Arbitration: Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules. The arbitration shall be conducted in Kern County, California.

Opt-Out: You may opt out of this arbitration agreement by sending an email to legal@agwaterai.com with the subject line "ARBITRATION OPT-OUT" within 30 days of first accepting these Terms.

Exceptions: This arbitration clause does not prevent either party from seeking public injunctive relief in a court of competent jurisdiction.

11. California Privacy Rights

If you are a California resident, you have certain rights under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), including the right to know what personal information we collect, the right to delete your personal information, and the right to opt-out of the sale or sharing of your personal information.

To exercise these rights, please visit our Privacy Policy or contact us at privacy@agwaterai.com.

12. Modifications to Terms

AgWaterAI reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

13. Contact Information

For questions about these Terms of Service, please contact:

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

15. Water Verification Certificates & AI-Generated Content

15.1 Nature of Certificates

AgWaterAI's Water Verification Certificates ("Certificates") are generated using our patent-pending verification system. Each Certificate contains a QR code linking to a public verification page and a SHA-256 cryptographic hash confirming data integrity.

15.2 AI-Generated Content Disclaimer

AgWaterAI uses artificial intelligence models, including but not limited to PULSE, SENTRY, SENTRY-FORECAST, SALT FLUSH, and WATCHDOG, to generate predictions, recommendations, and analytics ("AI Outputs"). All AI Outputs are provided for informational and planning purposes only.

• No Human-in-the-Loop Guarantee: AI Outputs are generated automatically without manual review by a Certified Crop Advisor (CCA), Professional Engineer (PE), or other licensed professional unless explicitly stated.
• Model Limitations: AI models are trained on historical data and may not accurately predict future conditions. Model accuracy metrics (R², AUC, etc.) represent performance on training/validation data and are not guarantees of real-world performance on your specific operation.
• Not Regulatory Submissions: AI Outputs, including water usage estimates, penalty calculations, and compliance projections, are not intended for direct submission to GSAs, the State Water Resources Control Board, or any regulatory body without independent verification.

15.3 Verification Tiers

AgWaterAI Certificates operate at the "Estimated" verification tier, meaning water usage values are derived from sensor-based AI models, not from independently calibrated and attested flow meters. Regulatory-grade ("Measured") verification requires physical flow meter installation, independent third-party attestation, and compliance with applicable metering standards.

15.4 Disclaimer of Express and Implied Warranties for Certificates