1. Agreement and order of precedence
These Terms of Service (“Terms”) are an agreement between Seedling (“Seedling,” “we,” “us,” or “our”) and the organization or person accepting them (“Customer” or “you”). By creating an account, accessing, or using the Service, you agree to these Terms. If you use the Service for an organization, you represent that you have authority to bind it.
A signed master services agreement, Order Form, data processing agreement, business associate agreement, or other written agreement with Seedling controls to the extent it conflicts with these Terms. An Order Form controls over these Terms for commercial details specific to that order. These Terms govern trials, evaluations, and ordinary online accounts when no signed agreement applies.
2. Business use and eligibility
The Service is intended for business use. You must be at least 18 years old, legally capable of entering a contract, and authorized to act for the Customer. The Service is not offered directly to consumers or children. You may not access the Service if applicable law prohibits you from doing so.
3. Accounts, workspaces, and administrators
A workspace administrator may manage membership, connect data sources, configure processing, approve proposals, and request deletion. Customer is responsible for determining who should hold those privileges.
- Provide accurate account information and keep it current.
- Protect credentials, use appropriate authentication controls, and promptly report suspected compromise.
- Ensure workspace administrators and members have appropriate authority and permissions.
- Remain responsible for activity under Customer accounts and for the acts of users Customer authorizes.
- Use workspace roles, source entitlements, and integration permissions consistent with Customer policy and law.
4. The Service
Subject to these Terms and any applicable Order Form, Seedling grants Customer a limited, non-exclusive, non-transferable right during the subscription or evaluation period to access and use the Service for Customer’s internal business purposes. Seedling may improve or modify the Service, but will not materially reduce paid core functionality during an active committed term without providing a reasonable remedy required by the applicable agreement.
Preview, beta, experimental, or evaluation features may be changed or discontinued at any time and are provided without service-level commitments unless an Order Form states otherwise.
5. Customer Data and instructions
Customer retains its rights in Customer Data. Customer grants Seedling and its subprocessors a worldwide, limited right to host, copy, transmit, index, transform, and otherwise process Customer Data only as needed to provide, secure, support, and improve the requested Service, comply with law, and follow Customer’s documented instructions.
Customer represents that it has all rights, notices, permissions, consents, and lawful bases necessary for Seedling to process Customer Data. This includes information about employees, contractors, customers, meeting participants, and other people whose information may be present in connected services.
6. Third-party services and integrations
Only an authorized administrator may connect an organization-level third-party service. Customer authorizes Seedling to access and process the data and permissions selected during setup. Customer is responsible for the third-party account, its configuration, and compliance with the provider’s terms.
Third-party services are controlled by their providers. Seedling is not responsible for their availability, security, changes, or independent handling of information. Removing an app at the provider and disconnecting it in Seedling may be separate actions. Seedling’s Data Deletion guide explains the effect of disconnecting.
7. Acceptable use
You may not, and may not enable another person to:
- Use the Service unlawfully, deceptively, to violate another person’s rights, or beyond Customer’s authorization.
- Upload malware, interfere with the Service, probe it without permission, bypass access controls, or attempt unauthorized access.
- Reverse engineer, decompile, copy, or create derivative works of the Service except where law expressly permits it.
- Resell, sublicense, or make the Service available to a third party except as an authorized workspace or under a written agreement.
- Use the Service or its output to build or train a competing shared model or service, or to extract protected model, prompt, or system behavior.
- Use connected-service data for surveillance, discrimination, advertising profiles, or purposes inconsistent with notices and permissions.
- Submit highly regulated data unless the applicable Order Form expressly authorizes it and required safeguards are in place.
8. AI-assisted features and output
The Service may generate summaries, classifications, recommendations, operating models, verification proposals, and other output. Output can be incomplete, inaccurate, or similar to output generated for others. Customer must evaluate output before relying on it and use qualified human judgment for decisions that affect legal rights, employment, credit, housing, healthcare, safety, or other high-impact matters.
Seedling does not use Customer Data to train shared Seedling or third-party models. Seedling’s proposal and review controls do not replace Customer’s responsibility for its decisions, approvals, and actions.
9. Intellectual property and feedback
Seedling and its licensors retain all rights in the Service, software, interfaces, documentation, templates, designs, models, methods, and improvements. Except for Customer Data and the limited rights expressly granted here, no rights transfer under these Terms.
As between the parties, Customer may use workspace output generated specifically from Customer Data for its internal business purposes, subject to third-party rights and these Terms. If Customer provides feedback, Customer grants Seedling a perpetual, worldwide, royalty-free right to use it without identifying Customer or disclosing Customer Confidential Information.
10. Confidentiality
Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only to perform or receive the Service, protect it with reasonable care, and disclose it only to personnel and providers who need it and are bound to protect it. These obligations do not apply to information that is public without breach, already lawfully known, independently developed, or rightfully received without confidentiality duties.
A party compelled to disclose Confidential Information will provide notice when legally permitted and reasonable assistance at the other party’s expense. Customer Data is Customer Confidential Information.
11. Fees and commercial terms
Fees, usage limits, subscription length, invoicing, payment terms, renewal, and any service levels are stated in an Order Form or checkout terms accepted by Customer. Unless that document says otherwise, fees are in U.S. dollars, non-cancelable and non-refundable, and exclusive of taxes. Customer is responsible for applicable sales, use, value-added, and similar taxes other than taxes on Seedling’s net income.
Seedling does not charge a fee merely because a marketplace app is installed unless Customer has separately accepted paid Seedling terms. If self-service purchasing is introduced, the price and renewal terms shown at checkout will apply to that purchase.
12. Security and privacy
Seedling will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. Customer remains responsible for its devices, accounts, identity provider, user administration, integration configuration, and secure use of downloaded or exported information.
The Privacy Policy describes Seedling’s privacy practices. A data processing agreement or other privacy addendum applies when executed by the parties.
13. Suspension
Seedling may suspend access when reasonably necessary to prevent a security threat, unlawful activity, material breach, harm to the Service or others, or nonpayment of undisputed fees. Where practical, Seedling will provide notice and limit the suspension to the affected account or functionality. Access may be restored after the issue is resolved.
14. Term and termination
These Terms remain in effect while Customer uses the Service. Either party may terminate an ordinary account without a committed Order Form by providing notice. Committed subscriptions terminate as stated in the Order Form or for an uncured material breach after reasonable written notice, unless the breach cannot be cured or immediate action is legally required.
On termination, Customer’s right to use the Service ends. Seedling will delete Customer Data under the applicable agreement, Privacy Policy, and Data Deletion guide. Provisions that by their nature should survive—including payment, confidentiality, intellectual property, disclaimers, liability limits, indemnity, and dispute terms—will survive.
15. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, OUTPUT, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SEEDLING DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SEEDLING DOES NOT WARRANT THAT THE SERVICE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETE, OR SUITABLE FOR A PARTICULAR DECISION.
The Service is not legal, medical, financial, employment, or other professional advice. Some jurisdictions do not allow certain disclaimers, so they apply only to the extent permitted.
16. Customer indemnity
To the extent permitted by law, Customer will defend and indemnify Seedling and its personnel against third-party claims arising from Customer Data, Customer’s unlawful or unauthorized use of the Service, Customer’s breach of Sections 5 through 8, or Customer’s violation of another person’s rights. Seedling will provide prompt notice and reasonable cooperation, and Customer may control the defense subject to Seedling’s right to participate and approve any settlement that admits fault or imposes obligations on Seedling.
17. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR PAYMENT OBLIGATIONS, CUSTOMER’S BREACH OF ACCEPTABLE USE, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM THESE TERMS WILL NOT EXCEED THE AMOUNT CUSTOMER PAID OR OWED FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR $100 IF CUSTOMER PAID NOTHING. An Order Form or signed agreement may establish different limits.
18. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The state and federal courts located in New Castle County, Delaware, will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before filing a claim, the parties will attempt in good faith for 30 days to resolve it through written notice and business discussion, unless urgent injunctive relief is reasonably necessary. To the extent permitted by law, each party waives trial by jury.
19. General terms
Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Customer may not assign to a direct competitor of Seedling without consent. Seedling may use subcontractors while remaining responsible for its obligations.
Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Notices may be delivered electronically. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. Waiver must be explicit. These Terms and incorporated agreements are the entire agreement for their subject matter and do not create a partnership, agency, or employment relationship.
Customer will comply with applicable export-control and sanctions laws. The headings are for convenience. “Including” means “including without limitation.”
20. Changes and contact
Seedling may update these Terms. Material changes will be posted with a new effective date and, where required, additional notice. Changes generally apply prospectively. Questions or legal notices may be sent to support@tryseedling.ai.