Terms and Conditions

Terms and Conditions

Welcome to AirSeed! AirSeed is operated by AirSeed Technologies Australia Pty Ltd (ABN 12 651 133 283) (AirSeed Technologies) and our affiliates (we, us or our). These Terms of Use (Terms) (last updated on 6 September 2022) set out the terms on which we offer the Subscription to subscribers (referred to as you or your).

You may purchase your Subscription through our website. By purchasing a Subscription, you agree to be bound by these Terms. If you do not agree with these Terms, you are not entitled to purchase or receive the Subscription.

By accepting these Terms, you are representing to us that you reside in Australia and are at least 18 years old and able to enter a valid contract, or that your legal guardian has reviewed these Terms and agreed to these Terms on your behalf.

If you have any questions, complaints, or comments about your Subscription, the Dashboard or your Account, please contact us.

1. WHO ARE WE?

• AirSeed Technologies is an ecological restoration company that is tackling climate change head on. AirSeed has developed specialised planting drones and delivery systems equipped with machine learning capabilities, and proprietary seed pod biotechnology, to replant large areas of land to accelerate global-scale reforestation. Our drones can plant up to 40,000 seed pods a day and access remote, hazardous and inaccessible areas. We GPS tag every seed pod planted and take an active approach in monitoring activities to ensure the long-term success of each project. We plant native and biodiverse mix of species to help restore lost biodiversity. Our planting solution is faster and more cost effective than manual planting methods. Our mission is to plant 100 million pods a year by 2024 and restore biodiversity across Australia and the world.
• AirSeed Technologies offers subscribers the ability to view statistics on the pods purchased as part as your Subscription, and the projects the pods are allocated as part of your Subscription, through the Dashboard.
• These Terms set out your rights and responsibilities when using Subscription and the Dashboard.

2. YOUR SUBSCRIPTION EXPLAINED

2.1 OUR SERVICES

• When you purchase a Subscription, we will:
  • plant a set number of pods via our drone technology on your behalf, as described on our website; and
  • provide information and statistics relating to your Subscription on the Dashboard, as described on our website.
• You acknowledge and agree that:
  • we will take all reasonable steps to ensure the success and survival of each pod planted by us, however certain factors outside of our control may impact the viability of pods including, for example, climatic conditions, animal grazing and other animal related activity, droughts, fires, famine, war and other instances of civil unrest, government sanctions and other force majeure type scenarios. We cannot guarantee the survival of any pods planted by us in connection with your Subscription;
  • Your Subscription is not an offset product. We do not measure the rate of carbon sequestration associated with your Subscription as a carbon offset in the manner required by recognised international standards for the measurement, verification, and issuance of GHG emissions reductions or removals. This means that you cannot say you “offset” your omissions through your Subscription, and you must not sell or offer for sale any offsets or other carbon related products on the basis of your Subscription. However, by planting a seed pod you are voluntarily reducing your emissions and helping restore lost biodiversity ;
  • you do not obtain any ownership or other proprietary interest in any land or other tangible property (including any pods planted by us) which may be associated with your Subscription or AirSeed Technologies generally; and
  • we do not provide individualised identification numbers for any pods purchased in connection with your Subscription and cannot provide you with specific location data, however we do maintain internal unit-based records to ensure no double counting or double selling of pods occurs.

2.2 PURCHASING A SUBSCRIPTION AND USING THE DASHBOARD

• Anyone can access our website. However, you will not be able to access and use the Dashboard unless you purchase a Subscription. The Subscriptions we offer to you (from time to time) are available for your review and selection on our website. You can only purchase one Subscription at any one time.
• Once you select a Subscription, provide your personal information (as specified below) to us and make full payment of the fees to us:
  • only you are permitted to use the Subscription in accordance with these Terms; and
  • you will be able to set up an Account with us to access the Subscription and our Dashboard.

2.3 CORPORATE USERS

Corporate users are also able to use AirSeed’s services. If you are entering into this agreement on behalf of a corporate entity:

• you will need to get access to the Platform and its features by purchasing a Subscription, as described in clause 2.2(a), or alternatively we may agree to additional terms with you through an order form, and
• by purchasing a Subscription, you warrant and represent that:
• you are authorised on behalf of the entity to bind the entity to these Terms; and
• the entity has the authority to enter into these Terms.
• Any additional terms agreed to in writing through an order form, are incorporated into this Agreement and take precedence over these Terms.

2.4 SUBSCRIPTION TERM

• Your Subscription will commence from the date you purchase a Subscription from us, and the term of each Subscription will be one month (Subscription Term). Your Subscription Term will automatically renew for an additional month, unless you cancel your Subscription prior to the end of the then current Subscription Term.
• You can cancel your Subscription at any time through your Account on our website. Subject to any rights we are not permitted to exclude by law, you will not be entitled to a refund for any pre-paid fees but may continue to access to the Dashboard until the last day of your paid-up Subscription Term.
• We can cancel your Subscription or remove your access to the Dashboard if we reasonably believe you have breached these Terms, or you have not paid your Subscription when due (we will provide you with advance notice where reasonably practicable). You will not be entitled to a refund for the remainder of your Subscription Term.
• We may retain certain information related to your Account (including your personal details, Account ID and other relevant metadata such as payment data) on our systems beyond the date of deletion for accounting and audit reasons for as long as is necessary to fulfil our legal and/or contractual obligations or otherwise for other legal purposes.

2.5 PAUSING YOUR SUBSCRIPTION

You are able to pause your Subscription at any time during your Subscription Term. While your Subscription is paused, you will still be able to access the Dashboard, however no additional pods will be planted through your Subscription until you re-instate your Subscription.

• You can re-instate your Subscription within 12 months of pausing your Subscription, subject to you paying us the Subscription Fee. Once this period has elapsed, your Subscription and any User Content cannot be recovered otherwise than as set out in our Privacy Policy. We recommend that you keep a record of any User Content you upload.

2.6 CHANGES TO YOUR SUBSCRIPTION

• You can change your Subscription level, as described on our website, at any time and these changes will come into effect on your next renewal date, subject to you paying us the Subscription fee for the new Subscription level.
• We constantly seek to improve and evolve AirSeed’s services to provide better services to our subscribers. Accordingly, we may change the scope of your Subscription and its inclusions (including these Terms) from time to time. Where we reasonably consider that a change may remove a feature or benefit offered to you, where practicable we will notify you in advance. If you do not agree to the change, you may contact us within 30 days of us making the change and you will be entitled to a reimbursement of the unused portion of your current monthly Subscription (calculated on the pro-rata basis depending on the remainder of your Subscription Term) and your Subscription will end. Otherwise, your continued use of the Dashboard constitutes your acceptance of any changes, including changes to your Subscription and its inclusions (including these Terms).

3. ACCOUNT CREATION and MAINTENANCE

• Following the successful purchase by you of a Subscription, you will be required create a profile and account to access the Dashboard using your email address, a unique password and other security features that we may require you to comply with from time to time (collectively, Account). You may create an Account through our website using the account registration process.
• You agree to provide us complete and accurate information. We may suspend or remove your Account if it is offensive, vulgar, or otherwise infringes third party rights.
• Account security is important to us and to assist us in maintaining the integrity of the Dashboard you agree to use a strong password, keep your account details private and not share your Account with others.
• You are responsible for paying all expenses you may incur to access or use the Dashboard from your device (such as data or device related costs).

4. USING OUR DASHBOARD

4.1 OUR OBLIGATIONS

• We will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality or integrity of the Dashboard.
• We may monitor your use of the Dashboard to identify or resolve any technical problems or respond to complaints, monitor bandwidth usage or to determine if you are complying with the licence granted under these Terms.
• We provide the Subscription on an “as is” and “as available basis”. However, our services (including the provision of access to the Dashboard) come with guarantees that cannot be excluded under the Australian Consumer Law. Please see clause 8 for further details on the statutory remedies available to you in the event a non-excludable guarantee is breached.
• To the extent permitted by law we give no further warranty that Dashboard will be free of defects and/or faults, that defects will be corrected or that the Dashboard or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
• Whilst we will use reasonable endeavours to ensure that the Dashboard is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and you are responsible for your own security, that of your personal details and your computer, tablet, smartphone, laptop or other device that you use for accessing the Dashboard. Other than as expressly set out in these Terms, we accept no liability for any disruption or non-availability of the Dashboard.
• Our website and the Dashboard may contain links to Third-Party Sites (including websites linked through advertisements or other posts by subscribers). These linked sites are not controlled by us, and we are not responsible for the content of those sites. We do not endorse, support or sponsor any Third-Party Sites, including their operators, goods, services or content that they describe. Before you use a Third-Party Site, you should review its terms of use because these Terms do not govern your use of any Third-Party Site.
• We do not guarantee the delivery or security of communications over the internet as such communications rely on third party service providers, and electronic communication (including electronic mail) is vulnerable to interception by third parties. While we take reasonable precautions to protect information transmitted through the Dashboard, we cannot and do not guarantee the security or confidentiality of these communications or the security of the Dashboard.

4.2 YOUR OBLIGATIONS

• You must not do any act, or omit to do any act, when accessing or using the Dashboard which has the purpose or effect of:
  • violating these Terms;
  • contravening any applicable laws or regulations, or encouraging a third party to do so;
  • transmitting Malicious Code, or sending spam communications, to us, a subscriber or a third party;
  • modifying, copying, reproducing or tampering in whole or part of the Dashboard, including any of its source code and content;
  • selling, leasing, licencing or otherwise permitting third party access to the Dashboard; or
  • attempting to gain, or gaining, unauthorised access to our network, servers or systems.
• It is your responsibility to ensure you have appropriate backup measures in place because we are not responsible for loss, delay, interception or corruption in relation to your data or information you upload onto the Dashboard or retrieve from our network, servers or systems. 2

4.3 CONTENT STANDARDS

When accessing and using the Dashboard, you will not engage, attempt to engage or encourage or authorise any third party to engage in any activities that:

• modify the Dashboard;
• impersonate or falsely claim to represent us or a third party;
• frame or publicise the Dashboard in any way without our express written permission; or
• post, link to, or otherwise communicate or distribute any inappropriate, vulgar or unlawful material via the Dashboard.

5. PAYMENT

• Payment for your Subscription is made through your Account. We use a third-party service provider, Stripe Payments Australia Pty Ltd (Stripe) to provide the payment gateway services for AirSeed’s services. Stripe and its global affiliates process transactions (including payment transactions) for AirSeed Technologies. Unless otherwise agreed in writing we only accept payments via Stripe. We do not store your payment information. For more information about these Stripe and their end user terms of service, please visit stripe.com/au.
• If you have any concerns about the payment that you have made using our third-party service provider, please contact us in the first instance.
• If we are unable to successfully process your payment, then we may cancel your Subscription through your Account. You must not pay, or attempt to pay, through any fraudulent or unlawful means.
• We will provide you with a receipt once payment is successful.

6. INTELLECTUAL PROPERTY RIGHTS

7. PRIVACY AND COOKIES

• Any personal information submitted by you (whether personal information of you or another individual which you have the necessary consents to disclose) to us is subject to and will be handled in accordance with our Privacy Policy. You agree that, by using the Dashboard or communicating with us, you have read the Privacy Policy, understood its contents and consented to its requirements.
• When you create and maintain your Account, you consent to us collecting from you the following information: full name, telephone number, email address and date of birth. We may collect other personal information from time to time in accordance with our Privacy Policy. We collect these types of personal information to allow us to provide you with access to and use of the Dashboard and for other purposes described in our Privacy Policy. If you do not provide us with this information, you will not be able to create an Account, or you may not be able to use all the features of your Subscription.
• You must not upload any personal information of another individual to our website unless you first make them aware of our Privacy Policy and have their consent to upload their personal information to our website.
• We may use cookies to distinguish you from other subscribers of our Subscription. This helps us to provide you with a good user experience when you access and/or use our website and also allows us to improve our site. A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer, if you agree. Cookies contain information that is transferred to your computer’s hard drive.
• You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our website.

8. AUSTRALIAN CONSUMER LAW

9. LIABILITY AND INDEMNITY

• Subject to clause 8(b), to the maximum extent permitted by law (including under the Australian Consumer Law), we exclude any liability to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss, loss of profits, loss of sales or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of or damage to goodwill, loss of reputation, loss of use or corruption of software, data or information (including Subscriber Content) however arising under or in connection with these Terms.
• Subject to clause 9(a) and 8(b), to the maximum extent permitted by law (including under the Australian Consumer Law), our aggregate liability in respect of any claims arising out of or in connection with these Terms, whether in contract or tort (including negligence) or otherwise, will in no circumstances exceed AUD $1,000.00. To the extent permitted by law, we are not liable for any acts or omissions of a third party.
• You will indemnify us (and our directors, officers, employees, agents, contractors and subsidiaries) against any loss, damage, expense claim or demand (including reasonable legal fees and costs) made against us by any third party due to or arising out of your breach of these Terms, your infringement of any applicable law or regulation, or your infringement of any rights of a third party in relation to your use of the Dashboard.

10. CONSEQUENCES OF TERMINATION

Upon termination:

• you will cease all use of the Dashboard;
• any User Content upload by you will be retained by us for 12 months and then deleted thereafter; and
• you will not be able to use any services through our website

11. GENERAL

11.1 DISPUTE RESOLUTION

• If you are not happy with the services that you have received from us, please let us know. Following the receipt of your concern, we will provide you with a response as soon as we can.
• If you are not happy with the response and/or the outcome that you have received from us, you agree that before commencing proceedings in court (other than in circumstances where you seek urgent interlocutory relief) you will cooperate with us (and, if applicable, a Third Party Vendor) to try and settle the dispute by mediation using the Resolution Institute’s Mediation Rules within 21 days of us providing a response to you under clause 11.1(a).

11.2 OTHER TERMS AND CONDITIONS

• Subscriptions are intended for customers residing within Australia.
• Except where stated to the contrary, clauses 9, 6, 11.1 and 11.2 survive the termination or expiration of this Agreement.
• You must not assign or novate your rights or obligations under these Terms, except with our written permission.
• We will not be in breach of these Terms or liable to you for any loss incurred by you as a result of us failing or being prevented, hindered or delayed in the performance of the obligations under these Terms where such prevention, hindrance or delay is caused by an event or circumstance beyond our reasonable control.
• These Terms will be governed by and construed in accordance with the laws of New South Wales, Australia which will have exclusive jurisdiction over any disputes.
• If for any reason a court of competent jurisdiction finds any provision or portion of these Terms be unenforceable, the remainder of these Terms will continue in full force and effect.
• These Terms constitute the entire agreement between the parties regarding the matters set out above and supersede any prior representations, understandings or arrangements made between the parties, whether orally or in writing.’

11.3 Definitions

In these Terms, the following words used have the following meaning, unless defined elsewhere in these Terms:

Account has the meaning given in clause 3(a).

Disclosing Party means the party to whom information belongs or relates.

Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including rights of any kind in:

• inventions, discoveries and novel designs, whether or not registered or registrable as patents, innovation patents or designs, including developments or improvements of equipment, technology, processes, methods or techniques;
• literary works, dramatic works, musical works, artistic works, cinematograph films, television broadcasts, sound broadcasts, published editions of works and any other subject matter in which copyright (including future copyright and rights in the nature of or analogous to copyright) may, or may upon creation of the subject matter, subsist anywhere in the world;
• registered and unregistered trade marks and service marks, including goodwill in the business concerned in the relevant goods and services; and
• trade, business or company names.

Malicious Code means any virus, trojan horse, worm, logic bomb, attack script, backdoor or other malicious code that could infect, interfere, manipulate, modify, deny, corrupt or inhibit the operation of the Dashboard, network, data or servers.

Dashboard means AirSeed’s online platform for Subscribers.

Privacy Policy means our policy that describes how we comply with our privacy obligations and is made available to you on our website.

Receiving Party means the party to whom information is disclosed or who possesses or otherwise acquires information belonging or relating to a Disclosing Party.

Subscription means an order placed by you through our website for a subscription to receive certain services from AirSeed Technologies and have access to the Platform.

Third Party Site means a site that is linked to our website for the purpose of registering an Account or providing additional information to you.

11.4 INTERPRETATION

In these Terms, unless the context requires otherwise:

5. the word “person” includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;
6. a reference to time is to New South Wales, Australia time unless otherwise specified; and
7. a reference to all or any part of a law, statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time.

11.5 OUR CONTACT DETAILS

AirSeed’s services, and the Dashboard are provided by AirSeed Technologies Australia Pty Ltd (ABN 12 651 133 283). Our contact details are:

Phone number: +61 497 954 376
E-mail address: contact@airseedtech.com