Last Updated: June 10, 2026
This Software-as-a-Service Agreement ("Agreement") is between DataPlant LLC, a Utah/United States limited liability company ("Provider," "we," "us"), and the customer organization identified at sign-up or in an Order ("Customer," "you").
By clicking "I agree," signing an Order, or accessing or using the Service, the individual accepting represents they are authorized to bind the Customer, and the Customer agrees to this Agreement. The "Effective Date" is the date of first acceptance.
3.1 Access grant. Subject to this Agreement and payment of applicable Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for Customer's internal business purposes.
3.2 Provisioning. Each Customer is provisioned a logically isolated tenant (separate database schema) accessed via a dedicated subdomain. Provider administers accounts, roles, and access controls as described in the Service.
3.3 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) resell, sublicense, or provide the Service to third parties except its own Authorized Users; (b) reverse engineer, decompile, or attempt to derive source code, except as permitted by law; (c) circumvent usage limits, security, or tenant-isolation controls; (d) use the Service to store or transmit unlawful, infringing, or malicious content; or (e) interfere with the integrity or performance of the Service.
3.4 Reservation. Provider reserves all rights not expressly granted.
4.1 Customer is responsible for (a) the acts and omissions of its Authorized Users, (b) maintaining the confidentiality of account credentials, and (c) promptly notifying Provider of any unauthorized access.
4.2 Provider applies commercially reasonable administrative, technical, and organizational security measures, including tenant isolation, encryption in transit, access controls, and audit logging.
Customer will: comply with applicable laws in its use of the Service; obtain all rights and consents necessary for Customer Data; and not upload content that infringes third-party rights or violates law. Provider may suspend access for violations that pose a security, legal, or operational risk, with notice where practicable.
6.1 Fees. Customer will pay the subscription and any usage Fees stated in the applicable Order or pricing page. Billing is processed through our payment processor (currently Stripe); Customer authorizes recurring charges to its payment method.
6.2 Renewal. Subscriptions renew automatically for successive periods unless cancelled before the end of the then-current period, per the plan terms.
6.3 Non-payment. Past-due amounts may accrue [interest/late fees as permitted by law], and Provider may suspend or terminate for non-payment after 60 days' notice.
6.4 Taxes. Fees are exclusive of taxes; Customer is responsible for applicable taxes other than Provider's income taxes.
6.5 Changes. Provider may change Fees effective at the next renewal with at least 30 days' notice.
7.1 Term. This Agreement begins on the Effective Date and continues for the subscription term(s) until terminated.
7.2 Termination for cause. Either party may terminate for the other's material breach not cured within 30 days of written notice.
7.3 Suspension. Provider may suspend access for security threats, unlawful use, or non-payment.
7.4 Effect of termination; data export. Upon termination, Customer's right to use the Service ends. For 60 days after termination, Provider will make Customer Data available for export in a commercially reasonable format. After that period, Provider may archive and then delete Customer Data per its retention practices and Section 8.
8.1 Ownership. As between the parties, Customer owns all Customer Data. Customer grants Provider a limited license to host, process, transmit, back up, and display Customer Data solely to provide and support the Service.
8.2 Privacy. Provider's handling of personal data is described in the Privacy Policy, incorporated by reference. Where Provider processes personal data on Customer's behalf, the Data Processing Addendum applies.
8.3 Client-side encryption — irrecoverable by design. The Service offers an optional feature that encrypts certain Customer Data (e.g., medium recipes and formulations) on Customer's device before transmission, such that Provider cannot access, read, recover, or reset the Encrypted Content or the associated encryption keys. Customer acknowledges and agrees that:
(a) Customer is solely responsible for generating, storing, and safeguarding its encryption keys/passphrases;
(b) if Customer loses its key or passphrase, the Encrypted Content is permanently and irretrievably lost, and Provider has no ability to recover it and no liability for that loss; and
(c) certain server-side features (e.g., automated bill-of-materials, costing, or analytics that read recipe contents) may be unavailable or degraded for Encrypted Content, by design.
8.4 Aggregated/anonymized data. Provider may use de-identified, aggregated data that does not identify Customer or any individual to operate and improve the Service.
8.5 Backups. Provider maintains routine backups but does not warrant against all data loss; Customer is encouraged to retain its own copies of critical data (and, for Encrypted Content, its keys).
The Service, software, and all related IP are and remain the exclusive property of Provider and its licensors. Customer feedback may be used by Provider without restriction or obligation. No rights are granted except as expressly stated.
10.1 Each party warrants it has authority to enter into this Agreement.
10.2 Service disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.3 Advisory outputs. The Service provides production-planning recommendations, optimization results, scheduling, and analytics that are informational aids only. Provider does not warrant any particular crop yield, plant survival, contamination rate, production throughput, or business outcome. Customer is responsible for its own horticultural, laboratory, and business decisions.
10.4 Beta/trial. Features designated beta, trial, or early access are provided without warranty or service commitment and may change or be withdrawn.
11.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) USD $100.
11.3 The limitations apply to all claims in aggregate and survive termination.
12.1 By Customer. Customer will defend and indemnify Provider against third-party claims arising from Customer Data or Customer's unlawful use of the Service.
12.2 By Provider. Provider will defend Customer against third-party claims that the Service infringes such third party's IP rights, subject to customary exclusions and remedies.
Each party will protect the other's Confidential Information with reasonable care and use it only to perform under this Agreement. Customer Data is Customer's Confidential Information. Standard exclusions (publicly available, independently developed, etc.) and compelled-disclosure provisions apply.
Provider will use commercially reasonable efforts to keep the Service available and to provide support per the applicable plan. [Any specific uptime/SLA commitments, or an express statement that no SLA applies during trial, go here.]
The Service is hosted on third-party infrastructure (currently DigitalOcean) and uses sub-processors (e.g., Stripe for payments). A current sub-processor list is available at https://invitromanager.com/dpa.
Provider may modify the Service and may update this Agreement with notice (e.g., by posting and/or email). Continued use after the effective date of changes constitutes acceptance.
This Agreement is governed by the laws of the State of Utah, USA, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state courts located in Summit County, Utah, and the United States District Court for the District of Utah, and waive any objection to venue or inconvenient forum in those courts.
Assignment (no assignment without consent, except to a successor); Force Majeure; Notices (how and where); Independent Contractors; Severability; No Waiver; Entire Agreement (this Agreement plus Orders, Privacy Policy, and any DPA supersede prior understandings); Counterparts/electronic acceptance.