Plantix API Terms & Conditions

Thank you for using Plantix's Vision API (hereinafter “API”). By accessing or using our API, you are agreeing to the terms below. Collectively, we refer to the terms below, any additional terms, terms within the accompanying API Documentation, and any applicable policies and guidelines as the "Terms." You agree to comply with the Terms and that the Terms control your relationship with us. Hence, please read all the Terms carefully. Under the Terms, "Plantix" means PEAT GmbH, with offices at Rosenthaler Str. 13, 10119 Berlin, Germany , unless set forth otherwise in additional terms applicable for a given API. We may refer to "Plantix" as “PEAT”, "we", "our", or "us" in the Terms. All references to “you”, “your” shall refer to the Customer and/or Permitted Customer Affiliates as provided in the Order Form.

Section 1: Account and Registration

By accessing or using the API, you acknowledge and agree that you have the full power and authority to bind the Customer (and any permitted affiliates) to these Terms. These Terms are intended solely for use by business entities and are not available to individuals acting in a personal capacity.

If you are using the API on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Terms. By accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms shall refer to that entity).

PEAT has subsidiaries and affiliated legal entities that may provide the API to you on behalf of PEAT and the Terms will also govern your relationship with these companies.

Section 2: Using Our API

a. You acknowledge and agree that PEAT may, at any time and at its sole discretion, improve, update, or modify the API and Services. PEAT will use reasonable efforts to inform you in advance of any material changes. You shall be responsible for promptly adapting and integrating such improvements, updates, or modifications into the Customer Application in accordance with these Terms.

You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

You will comply with all applicable law, regulation, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the API to encourage or promote illegal activity or violation of third-party rights. You will not violate any other terms of service with PEAT (or its affiliates).

You will only access the API by the means described in the documentation.

1. “Customer Material” shall mean and include any and all material sent by you and/or your end-users to PEAT, including but not limited to pictures, time stamps, and corresponding GPS data (mandatory, limited to the second decimal digit to ensure anonymity), as well as all other information that is connected to the pictures and/or required for the evaluation of the pictures and/or are created in the course of evaluation. You hereby grant to PEAT a royalty-free, worldwide, permanent, sub-licensable, transferable and non-exclusive right to use the Customer Material.

2. For the avoidance of doubt, the rights granted under Section (i) include, without limitation, the rights to reproduce, distribute, store, display, perform, modify, create derivative works, commercialize, and make the Customer Material available through any media (printed or electronic). PEAT is further entitled to grant sublicenses, to use the Customer Material for validation, analytics, training, machine learning, and improvement of its services and business offerings, and to exploit the Customer Material to the widest extent necessary for providing the Services and for PEAT’s commercial and non-commercial purposes.

3. PEAT is entitled to use, communicate, sell or distribute metadata and statistics originating from Customer Material to parties other than PEAT or you, without disclosing the name or identity of the Customer. PEAT shall be entitled to capitalize on all Customer Material for internal modelling and machine learning.

4. You represent and warrant that Customer Material does not infringe the rights of third parties. If third parties (including but not limited to your end-users) assert a violation of their rights against PEAT due to Customer Material, you shall indemnify and hold harmless PEAT from all damages and costs caused thereby. You shall assist PEAT in the judicial and out-of-court settlement of such disputes with third parties. PEAT retains the sole right to conduct and conclude litigation and settlements.

The Terms are non-exclusive. You acknowledge that PEAT may develop products or services that may compete with the Customer Applications or any other products or services.

Section 3: PEATS Rights and Obligations

a. During the Term and subject to the Terms set forth herein, PEAT shall provide a personalized API-Product-Key and the API Documentation to you as of the Execution Date and grant you the non-exclusive, worldwide, non-transferable and non-sublicensable limited right to include the API only into the Customer Applications and use the API and to perform the Services as of the Effective Date.

b. You understand and agree that not all crop health issues can be detected automatically by using the API, but only a certain number of crop health issues which can vary depending on crops species and/or type of issue. For the avoidance of any doubts, the health issues and crops that are within the scope of API detection are listed in the Specifications List. PEAT specifically excludes any warranty for the detection of crop health problems not listed in the Specifications List. You agree that PEAT shall have sole discretion to decide whether to add additional crop species and/or health issues to the Specifications List. The Specifications List shall therefore be a dynamic document which is subject to modifications under the sole discretion of PEAT and shall not require your consent. Any changes in the Specifications List shall be notified fortnightly to you via email. For avoidance of doubt, it is clarified that changes made in the Specifications List are intended to improve the overall API service.

c. PEAT's Services are only performed under the assumption that you implement and/or use the Services in a manner that only anonymous data are transferred to PEAT and that you do not communicate any information which would enable PEAT to draw conclusions to any end-users' identity.

d. PEAT shall be obliged to provide the Services only with respect to queries that comply with these Terms and the limitations set forth in the applicable Order Form. Such limitations may include, without limitation, yearly query caps, country or regional restrictions, and prohibitions on automated or non-human query systems.

e. PEAT shall have no obligation to process or respond to any queries that exceed or otherwise fall outside the agreed limitations (“Excess Queries”), and PEAT may suspend or reject such Excess Queries at its discretion without liability.

f. In the event that you exceed any limitation set forth in the order form (these might be for example the number of queries per year, permitted countries, or the required brand attribution), PEAT shall be entitled, in its sole discretion, to automatically upgrade you to the next applicable plan that corresponds to your actual usage. Any such upgrade shall be effective immediately, and the applicable Fees for the higher plan shall be payable from the date the excess usage commenced. PEAT will notify you of such upgrade, and failure to pay the corresponding Fees shall constitute a material breach of these Terms.

Section 4: Customer Obligations

a. You shall ensure that PEAT receives all information and material necessary for the performance of the Services, including, without limitation, pictures, and corresponding GPS data (mandatory, limited up to second decimal digit to ensure anonymity)for each action. In addition, you shall endeavour to provide PEAT with Customer Material in a quality and format as provided here (e.g. pictures not smaller than 200px on the smallest side, JPG,/JPEG, PNG or HEIC, GPS as float value only up to the 2nd decimal digit e.g. 52.22) required for performing the Services. You shall ensure that it does not communicate other than anonymized data to PEAT. If you do not deliver Customer Material in a quality and/or format required for performing the Services, you acknowledge that the performance of Services with regard to the respective Customer Material may be impaired or even impossible. If the performance of Services by PEAT is impaired or even impossible due to quality and/or format of Customer Material, you are not entitled to exert any claims against PEAT in this respect. PEAT shall not be liable for delays, errors, or failures in performance resulting from the quality, format, or availability of Customer Material.

b. You, hereby, undertake to use the API-Product-Key exclusively in the Customer Applications and not for any other applications. It is hereby clarified that you shall not attempt to integrate or integrate the API or use the API-Product-Key for any other automated services including but not limited to robots and surveillance televisions. You are not entitled to use the API for any other purpose than described in these Terms and/or this Agreement, in particular, you are not entitled to sell, assign or license the API to any third party.

c. You are responsible to configure your Customer Application to allow a transfer of Customer Material from its end-users to PEAT via the API. PEAT shall not be responsible for providing the Services under this Agreement for any Customer Material received other than through the Customer Application

d. You undertake to display “powered by Plantix” notice in the Customer Application, in accordance with Section 8(b), in the form and design as may be shared by PEAT and as per the guidelines stated under the Branding Attribution Document, such that PEAT is acknowledged as the provider of the image recognition feature, to the end-users of the Customer Application

e. Unless as specifically permitted under Section 4(d) above, you shall refrain from using any Trademarks and/or other Intellectual Property Rights owned by PEAT or any of its affiliates. Nothing in these Terms and/or the Agreement or otherwise shall confer upon you any rights in the name or trademark “Plantix” or the “Plantix” logo or any other trademark or service mark or trading style of PEAT.

f. Prohibitions on Content All content related to the API or Services, is considered the intellectual property of PEAT, that is owned and developed by and is proprietary to PEAT including the design, structure and naming of fields in all responses and requests; any written or picture content shared through the API as response against query raised, and the design of API, in any part or as a whole (“API Services Content”). You will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the API:

Section 5: Prohibitions and Confidentiality

When using the APIs, you may not (or allow those acting on your behalf to):

“Confidential Information” includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. Both parties agree to protect the other’s Confidential Information with the same degree of care they use to protect their own confidential information, but in no event less than reasonable care. For avoidance of doubt, Customer Material provided to PEAT for use under these Terms shall not be considered Confidential Information of Customer, and PEAT shall retain all rights of use as granted in Section 2(f).

PEAT confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you. You will keep your credentials confidential and make reasonable efforts to prevent any unauthorized person and/or any third-party from using your credentials. In the event of any misuse and/or unauthorized use of your credentials, you will inform us immediately and reasonably cooperate with us to promptly stop such misuse and/or unauthorized use.

Our communications to you and our APIs may contain PEAT confidential information. You may disclose PEAT confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

Section 6: Customer Applications

The API are designed to help you enhance your proprietary applications ("Customer Applications"). YOU AGREE THAT PEAT MAY MONITOR USE OF THE API TO ENSURE QUALITY, IMPROVE PEATS’ SERVICES, VERIFY YOUR COMPLIANCE WITH THE TERMS, ENSURE BILLING ACCURACY, AND PREVENT FRAUD OR SECURITY RISKS. This monitoring may include PEAT accessing and using your Customer Applications, for example to verify brand attribution. PEAT may suspend access to the APIs by you or your Customer Applications without notice if we reasonably believe that you are in violation of the Terms.

PEAT does not acquire ownership in your Customer Applications, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

You will comply with all applicable privacy laws and regulations including those applying to personal data. You will provide and adhere to a privacy policy for your Customer Applications that clearly and accurately describes to users of your Customer Applications what user information you collect and how you use and share such information (including for advertising) with PEAT and third parties.

Section 7: Fees & Billing

a. As consideration for the Services performed and rights granted by PEAT in accordance with this Agreement, you shall pay Set-Up Fee and Service Fee (collectively referred to as “Fees”) set forth in the Order Form.

b. Unless otherwise agreed in writing, all Service Fees shall be invoiced in advance and shall be due and payable within thirty (30) calendar days from the invoice date.

c. A valid Order Form referencing these Terms is required for access to and use of the API Services. The Order Form will set out the specific Fees and commercial details, and these Terms shall apply to and govern all specified Orders.

d. The Fee is exclusive of Value Added Tax (“VAT”). If VAT is legally owed by PEAT, VAT applies and will be invoiced additionally by PEAT and has to be paid by you. You are entitled to withhold any payment of VAT unless PEAT has provided you with a sufficient invoice for VAT purposes according to the applicable VAT law.

e. Any and all bank charges and applicable taxes including any kind of sales tax, value added tax, levy and any kind of withholding tax on any payment made to PEAT under this Agreement shall be borne by you. For avoidance of doubt, it is clarified that any withholding tax, levy or tax deductible at source is solely your responsibility and shall not affect the Fee payable to PEAT.

f. Payment shall be made to PEAT in accordance with the details provided on the invoice raised by PEAT. You shall provide PEAT with all documents, details, and information required by your Company to process and issue invoices (including, without limitation, billing details, tax identification numbers, purchase order references, and any other relevant documentation) within seven (7) calendar days of contract execution. Any delay in providing such information shall not affect your payment obligations or extend the payment due date.

g. Unless otherwise agreed in writing, all invoices are payable within thirty (30) calendar days of the invoice date.

h. If payment is not received by the due date, PEAT shall issue a first reminder, and overdue amounts shall automatically accrue interest at the higher of (i) one and a half percent (1.5%) per month, or (ii) the maximum statutory default interest rate permitted by applicable law, from the day following the due date.

i. If payment remains outstanding fourteen (14) days after the first reminder, PEAT shall issue a second reminder. If payment is not received within seven (7) days thereafter, PEAT may: (1) suspend access to the API, (2) refer the outstanding amounts to external debt recovery agencies (with all recovery costs borne by the Customer), and/or (3) terminate the Agreement for cause.

j. Suspension for Non-Payment. If the Customer fails to pay any undisputed invoice within thirty (30) days of the due date, Plantix may suspend access to the API and related services until all outstanding amounts are paid in full. Any such suspension shall not relieve the Customer of its obligation to pay the applicable Fees, and Fees shall continue to accrue during the period of suspension. Access to the API will be restored once the outstanding invoices have been settled.

k. Pro-Rata Refund. If the Agreement or API Services are terminated early by PEAT for convenience or by either party without cause, PEAT shall refund any prepaid Fees on a pro-rata basis for the unused portion of the then-current billing period. No refund shall be due if termination occurs as a result of your breach or default.

Section 8: Brand Features; Attribution

"Brand Features" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of PEAT's Brand Features (including any goodwill associated therewith) will inure to the benefit of PEAT.

You agree to display any attribution(s) required by PEAT as described in the documentation for the API. PEAT hereby grants to you a nontransferable, non sublicenseable, nonexclusive license while the Terms are in effect to display PEAT's Brand Features for the purpose of promoting or advertising that you use the API. You must only use the PEAT Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using PEAT's Brand Features, you must follow the PEAT Brand Features Use Guidelines. You understand and agree that PEAT has the sole discretion to determine whether your attribution(s) and use of PEAT's Brand Features are in accordance with the above requirements and guidelines.

You will not make any press release or public announcement regarding this Agreement and/or your use of the API without prior written consent. PEAT may use Customer’s name and logo in client lists and marketing materials, subject to Customer’s prior written consent (not to be unreasonably withheld).

You will not use our name in any of your advertising or other material(s) without PEAT’s prior written approval.

Section 9: Term & Termination

Term and termination shall be governed exclusively by the API Service Agreement executed between PEAT and Customer.

Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the PEAT Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 5.

Upon the expiration of the Agreement, PEAT will cease all services, and any ongoing work or deliverables will be suspended unless a new agreement or extension is executed in writing by authorised parties. In case of no extension of the agreement or any new agreement being executed, you are required to cease all use of the PEAT Brand features, and delete any cached or stored content that was permitted by the cache header under Section 5 of Terms and Conditions.

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 5, 7, 8, 9, 10 and 11.

The Customer agrees to pay the License Fee in installments as set forth in the Order Form. Notwithstanding the payment schedule, the Customer remains liable for the full annual License Fee for the term of this Agreement. Early termination by the Customer, for any reason other than the Customer’s insolvency, bankruptcy, or other legally recognized inability to pay, does not relieve the Customer of their obligation to pay the remaining License Fee due for the term. All amounts owed are immediately due and payable upon termination.

Section 10: Liability for our API

Except as expressly set out in the Terms, neither PEAT nor its Affiliates make any specific promises about the API. For example, we don't make any commitments about the content accessed through the API, the specific functions of the API, or their reliability, availability, merchantability, fitness for a particular purpose, and non-infringement or ability to meet your needs. We provide the API "as is". Except as expressly provided for in the Terms, to the extent permitted by law, we exclude all warranties, guarantees, conditions, representations, and undertakings.

Neither PEAT nor any of its Affiliates or their respective officers, directors, employees, shall be liable for any breach of statutory duty or misrepresentation, or otherwise, for any: indirect, special, incidental or consequential, exemplary or punitive damages; loss of profits, revenue or data; loss of contracts or opportunity or increased production costs or cost of substitute services suffered by any person under or in connection with this Agreement.

Subject to the paragraph above, (i) PEAT is not liable for slightly negligent breach of ancillary obligations under this Agreement; and (ii) the total liability of PEAT for any claim under the Terms, including for any implied warranties, is limited to the amount you paid us to use the applicable API (or, if we choose, to supplying you the API again) during the six (06) months immediately preceding the event giving rise to the liability. In all cases, PEAT will not be liable for any expense, loss, or damage that is not reasonably foreseeable.

PEAT shall have no liability for any delay, error, or failure caused by Customer Material, including its quality, format, accuracy, or availability.

Unless prohibited by applicable law, you will defend and indemnify PEAT, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from: your misuse or your end user's misuse of the API; your violation or your end user's violation of the Terms; or any content or data routed into or used with the API by you, those acting on your behalf, or your end users.

Section 11: General Provisions

We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our API. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the documentation of each applicable API, to this website. Changes will not apply retroactively to existing Order Forms unless required by law. Except as provided above, modifications shall apply prospectively only. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API shall be deemed as your acceptance of the modified Terms.

We each agree to contract in the English language. PEAT does not provide official translations of these Terms. Any translation obtained or used by you is provided solely for your convenience, and you acknowledge that such translation shall have no legal effect. The English version of these Terms shall exclusively govern the relationship between you and PEAT.

The Terms do not create any third-party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for any failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and PEAT does not take action right away, this does not mean that PEAT is waiving any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and PEAT relating to its subject and supersede any prior or contemporaneous agreements on that subject.

For information about how to contact PEAT, please visit our contact page.

The laws of the Federal Republic of Germany, except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980), will apply to any disputes arising out of or related to the Terms or the API. All disputes and/or claims arising out of or relating to the Terms or the API shall be subject to the exclusive jurisdiction of the courts at Berlin, Germany.

Section 12: Definitions