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The Fresh Agent LLC

Terms of Service

Effective · March 12, 2026 · Last updated · March 30, 2026

1. INTRODUCTION AND PARTIES

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "User," or "you") and The Fresh Agent LLC, an Arizona single-member limited liability company ("The Fresh Agent," "Company," "we," "us," or "our"), governing your access to and use of The Fresh Agent platform, including all web applications, mobile applications, APIs, dashboards, data feeds, and related services (collectively, the "Service" or "Platform"). These Terms apply to all users of the Service, including subscribers, free trial users, and any person who accesses the Platform, regardless of whether they have created an account. By using the Service you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal authority to enter into this agreement on behalf of yourself or the business entity you represent; and (c) your use of the Service will comply with all applicable laws and regulations.

2. DEFINITIONS

  • "Account" means the account you create to access and use the Service.
  • "Authorized Users" means individuals authorized by Customer to access the Service under Customer's subscription.
  • "Customer Data" means all data, content, and information submitted by you or your Authorized Users to or through the Service.
  • "Documentation" means any user guides, help content, and technical specifications made available by the Company.
  • "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, software, code, designs, algorithms, and other proprietary rights owned by the Company.
  • "Order Form" means any subscription order, checkout page, or written agreement specifying the subscription tier, number of users, fees, and term.
  • "Platform" means The Fresh Agent software platform, including web application, mobile application, APIs, dashboards, and all features and components thereof.
  • "Service" means the Platform and all related services provided by the Company.
  • "Subscription" means the paid or trial access to the Service under a selected tier.
  • "Subscription Fee" means the recurring fees payable by Customer for access to the Service.
  • "Third-Party Data" means publicly available market data, pricing data, USDA Agricultural Marketing Service (AMS) data, and other data from government agencies and external providers incorporated into the Service. Much of the data displayed on the Platform originates from publicly available U.S. government sources, including USDA AMS Shipping Point and Terminal Market reports, which are published in the public domain.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Registration. To access the Service, you must create an Account by providing accurate, complete, and current information, including your name, business name, email address, and payment information. You agree to update your Account information promptly if it changes.

3.2 Account Security. You are solely responsible for: (a) maintaining the confidentiality of your Account credentials; (b) all activities that occur under your Account; (c) immediately notifying us at support@thefreshagent.co of any unauthorized access or security breach. The Company is not liable for any loss or damage arising from your failure to protect your credentials.

3.3 One Account Per Entity. Each business entity may maintain only one Account unless otherwise agreed in writing. You may not share login credentials among multiple individuals unless your subscription plan expressly permits it.

3.4 Authorized Users. You are responsible for all Authorized Users' compliance with these Terms. You shall ensure Authorized Users do not share credentials with unauthorized persons.

3.5 Business Accounts. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and all references to "you" mean that entity.

3.6 Age Requirement. You must be at least 18 years of age to create an Account. We do not knowingly collect personal data from persons under 18.

4. SUBSCRIPTIONS, FEES, AND BILLING

4A. Subscription Plans

4.1 Subscription Tiers. The Company offers multiple subscription tiers with varying features and pricing as described on the Platform's pricing page. Tier details, features, and pricing are subject to change with notice as provided in Section 4.10.

4.2 Free Tier and Free Trial. The Company may offer a free tier with limited features and a limited set of market data at no charge. The free tier is subject to these Terms and may be modified or discontinued at any time with thirty (30) days' notice. The Company may also offer a free trial period for paid subscription tiers. At the end of a free trial, your subscription will automatically convert to a paid plan unless you cancel before the trial expires. BY PROVIDING A PAYMENT METHOD AT SIGNUP, YOU EXPRESSLY AUTHORIZE THE COMPANY TO CHARGE YOUR PAYMENT METHOD AT THE END OF THE FREE TRIAL PERIOD AT THE THEN-CURRENT SUBSCRIPTION RATE UNLESS YOU CANCEL BEFORE THE TRIAL EXPIRES. You will receive a reminder email at least three (3) days before the trial ends and before any automatic renewal charge.

4.3 Subscription Term and Auto-Renewal. Subscriptions are offered on a monthly or annual basis, as selected at checkout. Your subscription begins on the date you subscribe and renews automatically at the end of each billing period unless cancelled. BY SUBSCRIBING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (A) YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE THEN-CURRENT RATE UNLESS YOU CANCEL BEFORE THE END OF THE CURRENT BILLING PERIOD; (B) YOU AUTHORIZE THE COMPANY TO CHARGE YOUR PAYMENT METHOD ON FILE FOR EACH RENEWAL PERIOD; AND (C) YOU MAY CANCEL AT ANY TIME THROUGH YOUR ACCOUNT SETTINGS OR BY CONTACTING support@thefreshagent.co. We will send a renewal reminder email at least seven (7) days before each annual renewal and at least three (3) days before the first charge following a free trial.

4B. Payment

4.4 Payment Methods. We accept payment via credit card, debit card, ACH/bank transfer (enterprise only), Apple Pay, and Google Pay, processed through Stripe and applicable App Store payment systems. By providing payment information, you authorize us to charge your payment method for all applicable fees.

4.5 Billing Cycle. Subscription Fees are billed in advance at the beginning of each billing period. Monthly subscriptions are billed monthly. Annual subscriptions are billed annually.

4.6 Taxes. Subscription Fees are exclusive of applicable taxes (sales tax, VAT, GST, etc.). You are responsible for all taxes applicable to your subscription based on your location. The Company will collect and remit applicable taxes where required by law. If you are tax-exempt, provide documentation to legal@thefreshagent.co.

4.7 App Store Billing. If you subscribe through Apple App Store or Google Play Store, billing is handled by the applicable App Store platform under its own terms. In-app subscription management and cancellation must be done through the App Store, not through the Company directly.

4.8 Failed Payments. If your payment fails, we will retry up to three (3) times over seven (7) days. If payment is not received, your access to the Service may be suspended. You remain responsible for all unpaid amounts. Reactivation may require payment of a reactivation fee.

4.9 Late Fees. Overdue amounts accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.

4C. Price Changes and Refunds

4.10 Price Changes. We may change Subscription Fees at any time. We will provide at least thirty (30) days' advance written notice (by email to your registered address) before a price increase takes effect on a monthly subscription, and sixty (60) days' notice for annual subscriptions. Continued use of the Service after the notice period constitutes acceptance of the new pricing. If you do not accept a price increase, you may cancel before the new pricing takes effect.

4.11 Refund Policy.

  • Monthly subscriptions: Prorated refund for unused portion of the current billing period if cancellation is requested within five (5) business days of the most recent billing date; otherwise no refund for the current period.
  • Annual subscriptions: Prorated refund for unused full months remaining, less a $25 processing fee, if cancellation is requested within thirty (30) days of the annual renewal date.
  • Setup or onboarding fees: Non-refundable unless cancellation occurs within three (3) business days of payment.
  • Discretionary refunds: The Company may grant refunds outside this policy at its sole discretion on a case-by-case basis.
  • App Store purchases: Refunds for purchases made through Apple App Store or Google Play are governed by the applicable App Store refund policy.

4.12 Disputes. If you dispute a charge, contact us at support@thefreshagent.co within thirty (30) days of the charge. We will work with you to resolve the dispute before a chargeback is filed. Chargebacks filed without prior notification to us may result in suspension of your Account.

4D. CORPORATE AND TEAM PLANS

4D.1 Team Plan Scope and Seat Limits

Corporate and Team plans allow multiple Authorized Users to access the Service under a single master Account owned by an organization (the "Account Owner"). Seat Definition: A "Seat" represents one unique individual user with their own login credentials. Seat Limits: Your Team Plan includes a specified number of Seats as listed on your Order Form or Invoice. Seats may not be exceeded without purchasing additional Seats. Seat Management: The Account Owner may add, remove, or reassign Seats to different individuals without purchasing additional Seats. Reassignment can be done frequently, but total active Seats cannot exceed the licensed number.

4D.2 Account Owner Responsibilities

The Account Owner is responsible for: User management (adding/removing Authorized Users), ensuring all users comply with these Terms and the Acceptable Use Policy, protecting Account Owner credentials and MFA codes, authorizing payment, confirming legal authority to bind the organization, ensuring personal data uploaded complies with applicable laws and has necessary consents, and communicating Terms and policies to all Authorized Users.

4D.3 Authorized User Responsibilities and Liability

Each Authorized User must accept and comply with these Terms, use the Service only for authorized business purposes, not share login credentials with other individuals or bots, not exceed API rate limits, and not attempt unauthorized access or violate the Acceptable Use Policy. Account Owner Liability: The Account Owner is responsible for all actions and omissions of Authorized Users, including any breach of these Terms and violations of the Acceptable Use Policy.

4D.4 Administrative Controls and Audit Logs

Team Plans include: User Audit Log (showing all login activity with timestamp, IP address, device type, and location), Data Access Log (showing which users accessed which reports and features), Permission Management (Role-based access control), Activity Reports (showing team usage and feature adoption), and Compliance/Audit Exports (for regulatory compliance and security audits).

4D.5 Data Ownership

Customer Data uploaded by any Authorized User is owned by the organization (Account Owner's legal entity), not by the individual Authorized User. The Account Owner has the right to access, modify, export, or delete any Customer Data on the account.

4D.6 Billing and Seat Changes

Adding Seats: Contact sales@thefreshagent.co with the number of additional Seats needed. Receive a prorated invoice for the remainder of the current billing period. Additional Seats become active within 24 hours of payment. Removing Seats: Account Owner may deactivate users in the Team Administration panel. Seat downgrades take effect at the next renewal period. Seat Overages: If exceeding the licensed number of Seats, The Company will notify the Account Owner within 5 business days, may automatically deactivate excess Seats, will invoice for the overage at pro-rata rate plus a 25% overage fee.

4D.7 Team Plan Termination

Upon termination: all Authorized Users lose access immediately, Customer Data is retained for 30 days (per Section 7) during which Account Owner may export all data, all audit logs are deleted 30 days after termination, and individual Authorized Users do NOT have the right to access data or continue the subscription independently.

5. LICENSE AND USE RIGHTS

5.1 License Grant. Subject to these Terms and payment of applicable Subscription Fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the subscription term.

5.2 Scope of License. This license permits you to:

  • Access and use the Platform via authorized web browsers and/or mobile applications;
  • View, analyze, and export data and reports generated through the Platform for your internal business use;
  • Allow your Authorized Users to access the Platform under your Account, up to the number of seats in your subscription plan;
  • Use the Platform's API, if included in your subscription, to integrate with your own internal systems.

5.3 License Restrictions. You shall not, directly or indirectly:

  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform or any component thereof;
  • Copy, reproduce, modify, create derivative works from, or sublicense the Platform or any part thereof;
  • Sell, resell, rent, lease, transfer, assign, or otherwise commercially exploit the Service to third parties without written authorization from the Company;
  • Use the Service to build a competing product or service, or to benchmark the Service for publication without written consent;
  • Scrape, crawl, or use automated tools to extract data from the Platform beyond what is permitted by your subscription's API access;
  • Remove, alter, or obscure any proprietary notices, branding, or labels on the Platform;
  • Use the Service in any manner that violates applicable law, these Terms, or the Acceptable Use Policy (Section 6);
  • Share login credentials among multiple individuals beyond your licensed seat count;
  • Use the Service to store or transmit malicious code, viruses, or harmful data;
  • Attempt to gain unauthorized access to the Platform, its infrastructure, or other users' accounts;
  • Use the Service in a way that imposes an unreasonable or disproportionate load on the Platform's infrastructure.

5.4 White-Label and Reseller Rights. If you wish to resell, white-label, or integrate the Service into your own offerings, you must obtain a separate written White-Label or Reseller Agreement from the Company. Contact legal@thefreshagent.co for information.

5.5 API Usage. If your subscription includes API access, your use of the API is subject to rate limits, usage caps, and technical documentation published by the Company. Exceeding API limits may result in throttling, additional charges, or suspension.

6. ACCEPTABLE USE POLICY

6.1 Permitted Use. You may use the Service only for lawful business purposes related to your fresh produce business, food distribution, agriculture, or other lawful commercial activities.

6.2 Prohibited Uses. You shall not use the Service to:

  • Violate any applicable federal, state, local, or international law or regulation;
  • Engage in fraud, deception, or market manipulation based on data obtained through the Service;
  • Transmit, upload, or distribute malware, viruses, ransomware, spyware, or any malicious code;
  • Interfere with or disrupt the integrity, performance, or availability of the Service or its infrastructure;
  • Attempt to probe, scan, or test the vulnerability of the Service's systems without written authorization;
  • Harvest, scrape, or collect data from the Service beyond what your subscription permits;
  • Impersonate any person or entity, or falsely represent your affiliation with any person or entity;
  • Use the Service to send unsolicited commercial communications (spam);
  • Violate or infringe the Intellectual Property rights of the Company or any third party;
  • Use Third-Party Data obtained through the Service in violation of any applicable data provider agreements or terms;
  • Use the Service in connection with any illegal commodity trading, price-fixing, or anti-competitive conduct;
  • Access or use USDA/AMS data obtained through the Service in violation of applicable USDA terms of use.

6.3 Enforcement. The Company reserves the right to investigate violations of this Acceptable Use Policy and to suspend or terminate access to the Service for any violation, without prior notice and without liability. We may also report violations to law enforcement authorities.

7. INTELLECTUAL PROPERTY

7.1 Company Ownership. The Platform and Service, including all software, algorithms, data models, user interfaces, dashboards, documentation, and all updates, modifications, and derivative works thereof, are and shall remain the exclusive property of The Fresh Agent LLC. These Terms do not transfer any ownership rights to you. Your license is limited to the access rights expressly granted in Section 5.

7.2 Branding. "The Fresh Agent" name, logo, trademarks, service marks, and trade dress are the exclusive property of The Fresh Agent LLC. You may not use our branding in any manner without our prior written consent, except to truthfully refer to the Service in a non-derogatory manner.

7.3 Customer Data Ownership. As between you and the Company, you own all Customer Data that you submit to the Service. You grant the Company a limited, worldwide, royalty-free, non-exclusive license to access, store, process, transmit, and use your Customer Data solely as necessary to: (a) provide the Service to you; (b) improve and develop the Service; and (c) comply with applicable law. This license terminates when your Account is closed and your data is deleted.

7.4 Feedback. If you provide suggestions, ideas, or feedback regarding the Service ("Feedback"), the Company may freely use such Feedback without restriction, compensation, or obligation to you. You hereby assign all rights in Feedback to the Company.

7.5 Aggregated Data. The Company may compile and use anonymized, aggregated, de-identified data derived from usage of the Service for product development, analytics, industry benchmarking, and other business purposes. Such aggregated data will not identify you or any individual user.

7.6 Third-Party Data and Nature of the Service. The Service is a data visualization and analytics tool that aggregates, organizes, and presents publicly available market data --- primarily from the USDA Agricultural Marketing Service (AMS) and other government and public sources --- in a user-friendly format. The Company does not create, generate, or independently verify the underlying market data. The Platform's value lies in the convenience, organization, presentation, and analytical tools it provides, not in the data itself. The underlying data is freely available from its original public sources, including the USDA AMS website (marketnews.usda.gov). Such data is provided "as is" and the Company does not warrant its accuracy, completeness, or timeliness. Your use of Third-Party Data through the Service is subject to applicable third-party terms and conditions.

7.7 Open Source. Certain components of the Service may incorporate open-source software. Such components are licensed under their respective open-source licenses, which do not affect the proprietary nature of the Service overall.

7.8 Platform Protection and Anti-Copying. The Platform's data presentation layer, including but not limited to its dashboard layouts, charting logic, commodity classification systems, variety normalization rules, packstyle rendering engine, toggle interactions, price matrix structures, and JavaScript rendering code (whether in source, obfuscated, or compiled form), constitutes proprietary trade secrets and copyrighted works of The Fresh Agent LLC. You acknowledge and agree that:

  • You will not copy, mirror, replicate, or create derivative works of the Platform's user interface, visual design, data presentation format, or rendering logic;
  • You will not use automated tools (including but not limited to web scrapers, browser automation scripts, bots, or headless browsers) to systematically extract, download, or harvest data, HTML, CSS, JavaScript, or other content from the Platform;
  • You will not de-obfuscate, beautify, or reverse-engineer any obfuscated or minified code delivered by the Platform;
  • You will not intercept, record, or replay API calls made by the Platform to reconstruct or replicate its data feeds;
  • You will not use the Platform's output (including data visualizations, charts, and reports) to build, train, or improve a competing product or service;
  • You will not circumvent, disable, or interfere with any technical protection measures implemented by the Platform, including but not limited to authentication requirements, code obfuscation, rate limiting, or access controls.

Violation of this section constitutes a material breach of these Terms and may result in immediate termination of your Account without refund, in addition to any legal remedies available to the Company under applicable law, including injunctive relief and recovery of damages.

8. DATA ACCURACY, MARKET DATA, AND INVESTMENT DECISIONS

8.1 No Guarantee of Accuracy. The Fresh Agent provides market data, produce pricing information, and related analytics as a business intelligence tool. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY DATA, REPORTS, OR ANALYTICS PROVIDED THROUGH THE SERVICE.

8.2 Third-Party Data Sources. Market data displayed on the Platform is sourced from third parties including the USDA Agricultural Marketing Service (AMS) and other providers. This data may contain errors, omissions, or delays. The Company is not responsible for inaccuracies in Third-Party Data.

8.3 Not Financial or Trading Advice. Nothing in the Service constitutes financial, investment, trading, or business advice. Data and analytics provided through the Service are for informational purposes only. All business decisions based on data from the Service are made at your own risk.

8.4 Verification Responsibility. You are solely responsible for independently verifying any pricing, availability, or market data before making purchasing, selling, or business decisions. The Company strongly recommends cross-referencing critical data with primary sources.

8.5 Data Delays. Market data may be subject to delays from source providers. The Company will use commercially reasonable efforts to display current data but does not guarantee real-time accuracy.

9. CONFIDENTIALITY

9.1 Mutual Confidentiality. Each party agrees to keep confidential all non-public information of the other party designated as confidential or that a reasonable person would understand to be confidential, and to use such information only as necessary to perform under these Terms.

9.2 Company Confidentiality Obligations. The Company will: (a) protect your Customer Data using commercially reasonable security measures; (b) not disclose your Customer Data to third parties except as permitted by the Privacy Policy or required by law; (c) notify you promptly of any unauthorized access to your Customer Data that we become aware of.

9.3 Your Confidentiality Obligations. You will: (a) not disclose to any third party any proprietary information about the Platform, including non-public features, pricing (other than your own subscription rate), or technical architecture; (b) not use Company Confidential Information for any purpose other than evaluating or using the Service.

9.4 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided prompt notice is given to the other party where legally permitted.

10. PRIVACY AND DATA PROTECTION

10.1 Privacy Policy. Your use of the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you agree to the collection, use, and sharing of your information as described in the Privacy Policy.

10.2 Customer Data Processing. To the extent you submit personal data of your employees, customers, or other individuals to the Service, you represent that: (a) you have the legal right and authority to submit such data; (b) you have obtained all necessary consents or have a lawful basis for processing; and (c) your submission and our processing of such data complies with applicable data protection laws.

10.3 GDPR. If you are located in the European Union or process personal data of EU residents, our processing of personal data under your Account is subject to the GDPR. A Data Processing Addendum (DPA) is available upon request at legal@thefreshagent.co for enterprise customers requiring GDPR-compliant contractual arrangements.

10.4 CCPA. If you are a California resident or business, your rights under the California Consumer Privacy Act (CCPA) are described in our Privacy Policy.

10.5 Mexican Privacy Law. If you are located in Mexico or process personal data of Mexican residents, applicable provisions of the Ley Federal de Protección de Datos Personales en Posesión de los Particulares apply to our processing of your personal data, as further described in our Privacy Policy.

10.6 Data Security. The Company implements commercially reasonable technical and organizational security measures to protect Customer Data. However, no system is completely secure, and we cannot guarantee absolute security.

10.7 Data Breach Notification. In the event of a confirmed breach of Customer Data, we will notify you as required by applicable law and take commercially reasonable steps to contain and remediate the breach.

11. WARRANTIES AND DISCLAIMERS

11.1 Company Limited Warranty. The Company warrants that: (a) it has the right to grant the license in Section 5; (b) the Service will perform materially in accordance with published Documentation during your subscription; and (c) it will use commercially reasonable efforts to provide the Service with reasonable care and skill. If the Service materially fails to conform to this warranty, your sole remedy is for the Company to correct the non-conformance or, if correction is not feasible within a reasonable time, to provide a prorated refund for the unused portion of your subscription.

11.2 DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY STATED IN

SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; (C) DEFECTS WILL BE CORRECTED WITHIN ANY PARTICULAR TIMEFRAME; (D) THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.**

11.3 Beta Features. Any beta, preview, or experimental features are provided without any warranty and may be discontinued at any time without notice.

11.4 Third-Party Services. The Service may integrate with or rely on third-party services (including Stripe, Apple App Store, Google Play, USDA/AMS data feeds, and cloud hosting providers). The Company makes no warranty regarding the availability, accuracy, or reliability of any third-party service and is not liable for any failure, outage, or error of a third-party service.

14A. SERVICE LEVEL AGREEMENT (SLA) AND AVAILABILITY

14A.1 Uptime Commitment

The Fresh Agent commits to the following monthly uptime targets:

  • Free and Pro Tiers: 99.5% uptime per calendar month
  • Ultra and Corporate/Team Plans: 99.9% uptime per calendar month

"Uptime" Definition: The percentage of time during a calendar month that the Service core functionality (login, data display, basic reporting) is available to paying customers with valid subscriptions, excluding Excluded Downtime periods.

14A.2 Excluded Downtime

The following periods are excluded from uptime calculations:

  • Scheduled Maintenance: Up to 4 hours per month, with 48 hours' advance notice, scheduled during off-peak hours (12:00 AM - 6:00 AM UTC, Monday-Friday)
  • Emergency Maintenance: Emergency fixes for critical security vulnerabilities
  • Third-Party Service Outages: Failures of Stripe, DigitalOcean, USDA AMS, App Stores, or other external providers
  • Force Majeure Events: Natural disasters, government actions, war, terrorism, pandemics
  • DDoS Attacks: Large-scale distributed denial-of-service attacks

14A.3 Service Credits

If The Fresh Agent fails to meet the uptime guarantee in any calendar month, you are entitled to service credits on your next month's bill:

  • Less than target uptime: 10% of monthly subscription fee
  • Less than 99.0% (Pro/Free) or 99.5% (Ultra/Corporate): 25% of monthly fee
  • Less than 98.0% (Pro/Free) or 99.0% (Ultra/Corporate): 50% of monthly fee
  • Less than 95.0% (all tiers): 100% of monthly fee; customer may cancel without penalty

Service credits are the exclusive remedy for SLA breaches. Credits must be claimed within 60 days by emailing support@thefreshagent.co with "SLA Breach Claim" in the subject line.

14A.4 Status Page

The Fresh Agent maintains a public status page at www.thefreshagent.co/status displaying real-time Platform uptime, scheduled maintenance announcements, incident reports, and historical uptime performance (past 90 days and current month).

14A.5 Incident Notification

In the event of an unplanned outage or service degradation:

  • Complete Outage (Severity Level 1): Notification via email, SMS, and status page within 15 minutes; updates every 30 minutes
  • Partial Outage (Severity Level 2): Status page notification within 30 minutes; email if affecting >10% of users
  • Post-Incident Report: For incidents lasting >30 minutes, a detailed Root Cause Analysis (RCA) will be published to the status page within 5 business days

14A.6 SLA Limitations

The SLA does not guarantee: uninterrupted or error-free service, zero latency, data accuracy (depends on third-party providers), support response time, or availability of beta features.

12. LIMITATION OF LIABILITY

12.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS MEMBER, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS; (C) LOSS OF BUSINESS, CONTRACTS, CUSTOMERS, OR GOODWILL; (D) LOSS OF DATA OR COST OF DATA RECOVERY OR RECONSTRUCTION; (E) BUSINESS INTERRUPTION LOSSES; (F) COST OF SUBSTITUTE GOODS OR SERVICES; (G) LOSSES ARISING FROM RELIANCE ON DATA OR ANALYTICS PROVIDED THROUGH THE SERVICE; OR (H) ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS, HOWEVER ARISING AND REGARDLESS OF THEORY OF LIABILITY (TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.**

12.2 AGGREGATE LIABILITY CAP. THE COMPANY'S TOTAL AGGREGATE LIABILITY

TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).**

12.3 Exceptions to Cap. The aggregate liability cap does not apply to: (a) the Company's IP indemnification obligations under Section 13.1; (b) damages arising from the Company's gross negligence or willful misconduct; (c) the Company's obligations under applicable data protection law; or (d) claims that cannot be limited under applicable law in your jurisdiction.

12.4 Essential Basis. The limitations in this Section 12 are an essential element of the basis of the bargain between you and the Company. The Company would not provide the Service at the subscription rates offered without these limitations.

12.5 Time Limitation on Claims. Any claim arising from or relating to the Service must be brought within one (1) year of the date you first knew or reasonably should have known of the facts giving rise to the claim, or such claim is forever barred, to the fullest extent permitted by applicable law.

12.6 Fresh Produce Market Risk. YOU ACKNOWLEDGE THAT THE FRESH PRODUCE MARKET IS INHERENTLY VOLATILE AND SUBJECT TO RAPID PRICE FLUCTUATIONS, WEATHER EVENTS, SUPPLY CHAIN DISRUPTIONS, AND REGULATORY CHANGES. DATA PROVIDED THROUGH THE SERVICE REFLECTS HISTORICAL AND REPORTED MARKET CONDITIONS AND CANNOT PREDICT FUTURE PRICING OR AVAILABILITY. THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL PRODUCE MARKET ADVICE, INDEPENDENT PRICE VERIFICATION, OR YOUR OWN BUSINESS JUDGMENT. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR COSTS ARISING FROM BUYING, SELLING, PRICING, OR OTHER BUSINESS DECISIONS MADE IN RELIANCE ON PLATFORM DATA. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF PLATFORM DATA FOR BUSINESS DECISIONS.

13. INDEMNIFICATION

13.1 Company IP Indemnification. The Company will defend you against third-party claims alleging that the Service, as provided by the Company and used in accordance with these Terms, infringes any third-party patent, copyright, or trademark right; and will pay amounts finally awarded or agreed in settlement. This obligation does not apply to claims arising from: (a) your modification of the Service; (b) use of the Service in combination with products not provided by the Company; (c) your Customer Data; or (d) your violation of these Terms. If an infringement claim arises, the Company may, at its option: (i) modify the Service to avoid infringement; (ii) obtain a license to continue providing the Service; or (iii) terminate your subscription and provide a prorated refund.

13.2 Your Indemnification. You will defend, indemnify, and hold harmless The Fresh Agent LLC, its Member, officers, employees, and agents from and against all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms or Acceptable Use Policy; (b) your Customer Data, including any infringement of third-party rights by your data; (c) your misuse of the Service; (d) your violation of applicable law; or (e) your business decisions made based on data obtained through the Service.

13.3 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided the indemnified party may participate with counsel of its own choosing at its expense); and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes liability or admission of fault on the indemnified party without written consent.

14. TERM AND TERMINATION

14.1 Term. These Terms are effective from the date you first access the Service or create an Account and continue until your subscription expires or is terminated.

14.2 Cancellation by Customer. You may cancel your subscription at any time by: (a) using the cancellation feature in your Account settings; (b) emailing support@thefreshagent.co; or (c) cancelling through the applicable App Store if your subscription was purchased via App Store. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of the paid period.

14.3 Termination by Company for Cause. The Company may terminate or suspend your Account and access to the Service immediately, without prior notice or refund, if: (a) you materially breach these Terms and fail to cure such breach within five (5) business days of notice; (b) you violate the Acceptable Use Policy; (c) you engage in fraud, unauthorized access, or illegal conduct in connection with the Service; (d) your payment repeatedly fails and is not resolved; or (e) we are required to do so by law.

14.4 Termination by Company Without Cause. The Company may terminate your subscription without cause upon thirty (30) days' written notice. In such event, you will receive a prorated refund for the unused portion of any prepaid subscription period.

14.5 Effect of Termination. Upon termination: (a) your license to the Service immediately terminates; (b) you must cease all use of the Platform; (c) all outstanding fees become immediately due; (d) Customer Data will be retained for thirty (30) days after termination during which you may request export, after which it will be deleted; (e) provisions of these Terms that by their nature survive termination (including Sections 7, 9, 11, 12, 13, 15, 16, and 17) shall survive.

14.6 App Store Termination. If your subscription was purchased through an App Store, you must also cancel through the App Store to stop future charges. Cancellation through the Company directly may not stop App Store billing.

15. DISPUTE RESOLUTION AND GOVERNING LAW

15.1 Governing Law. These Terms are governed by the laws of the State of Arizona, United States, without regard to conflict of law principles.

15.2 Informal Resolution. Before filing any formal legal action, the parties agree to attempt to resolve disputes informally. You may contact us at legal@thefreshagent.co with a description of the dispute, and we will attempt to resolve it within thirty (30) days.

15.3 Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising from or relating to these Terms or the Service shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), administered in Tucson, Arizona. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.4 Class Action Waiver. YOU AND THE COMPANY EACH WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION OR CLASS-WIDE ARBITRATION. All disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

15.5 Small Claims Exception. Either party may bring an individual action in small claims court for disputes within the court's jurisdiction, without first engaging in arbitration.

15.6 Injunctive Relief. Notwithstanding the arbitration provision, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm, including to protect Intellectual Property rights.

15.7 Jurisdiction for Non-Arbitrable Matters. For any matters not subject to arbitration, each party consents to exclusive jurisdiction in the state and federal courts located in Pima County, Arizona.

15.8 International Customers. If you are located in Mexico, Canada, the European Union, or any other jurisdiction outside the United States, you acknowledge that: (a) these Terms are governed by Arizona law to the extent permitted by applicable mandatory law in your jurisdiction; (b) any arbitration will be conducted in Tucson, Arizona, except where prohibited by applicable mandatory law, in which case disputes shall be resolved in courts of competent jurisdiction in your country of residence; and (c) you waive any objection to jurisdiction or venue in Arizona to the extent permitted by law. The binding arbitration provision (Section 15.3) and class action waiver (Section 15.4) shall not apply to users in jurisdictions where such provisions are unenforceable under mandatory consumer protection law, including but not limited to the European Union, the European Economic Area, and the United Kingdom. For users in such jurisdictions, disputes shall be resolved in courts of competent jurisdiction as determined by applicable law. Nothing in these Terms limits any rights that cannot be waived under applicable mandatory law in your jurisdiction.

15.9 Time Limit. Any claim must be brought within one (1) year after the cause of action arises, or be permanently barred.

Jurisdictional Exception for EU/EEA/UK Users

The provisions of this section regarding arbitration and waiver of jury trial do NOT apply to users located in the European Union, European Economic Area, or United Kingdom. Users in these jurisdictions retain the right to pursue claims in their local courts under applicable EU/EEA/UK laws, including GDPR-related claims.

16. MODIFICATIONS TO TERMS OF SERVICE

16.1 Right to Modify. The Company reserves the right to modify these Terms at any time. We will notify you of material changes by: (a) email to your registered address; and/or (b) prominent notice on the Platform, at least thirty (30) days before the changes take effect (or immediately for changes required by law).

16.2 Acceptance of Modified Terms. Your continued use of the Service after the effective date of modified Terms constitutes your acceptance of the new Terms. If you do not agree to modified Terms, you must cancel your subscription before the effective date of the changes.

16.3 Material Changes. Material changes include, but are not limited to: changes to pricing, changes to the arbitration provision, changes to the limitation of liability, and changes to data handling practices that materially affect your rights.

17. GENERAL PROVISIONS

17.1 Entire Agreement. These Terms, together with the Privacy Policy, any Order Form, and any other written agreements executed between you and the Company, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.

17.2 Severability. If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions shall continue in full force. An unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

17.3 Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement. No waiver is effective unless in writing.

17.4 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the Company's prior written consent. The Company may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all assets. 17.5 Force Majeure. The Company is not liable for any delay or failure to perform its obligations under these Terms caused by events beyond the Company's reasonable control, including:

  • Natural disasters (earthquakes, floods, hurricanes, wildfires, storms)
  • Government actions, wars, terrorism, embargoes, or sanctions
  • Public health emergencies (pandemics, epidemics)
  • Telecommunications or internet infrastructure failures (ISP outages, undersea cable cuts, internet backbone failures)
  • Failures, outages, or degradation of third-party services essential to the Platform, including:
    • Cloud infrastructure provider (DigitalOcean) outages or data center failures
    • Payment processor failures (Stripe API downtime, payment network outages)
    • Third-party data provider outages (USDA AMS data feed interruptions)
    • App Store platform failures (Apple App Store or Google Play downtime)
    • Email service provider failures (SendGrid, Mailchimp outages)
  • Power failures, electricity grid failures, or energy supply interruptions
  • Strikes, labor disputes, or other labor actions
  • Supply chain disruptions preventing essential hardware or software updates

Company Obligations During Force Majeure Events: Even during Force Majeure events, The Company will: use commercially reasonable efforts to minimize service disruption, notify users via status page, email, or SMS within 30 minutes of detection, post regular updates on status page (minimum every 30 minutes for major outages), publish a Root Cause Analysis within 5 business days (if outage lasted >1 hour), and cooperate with third-party providers to expedite restoration. No SLA Credit During Force Majeure: Service Level Agreement credits (Section 14A) are not available for outages caused by Force Majeure events. However, if a third-party service provider's outage extends beyond 72 hours, The Company may offer a prorated service credit at its discretion. Force Majeure Duration: If a Force Majeure event prevents service delivery for more than thirty (30) continuous days, either party may terminate the affected subscription, and the Company will provide a prorated refund for the unused portion of the prepaid subscription period. No Third-Party Beneficiaries. These Terms are for the sole benefit of you and the Company. No third party has any right to enforce these Terms.

17.7 Notices. Legal notices to the Company must be sent to legal@thefreshagent.co or to The Fresh Agent LLC, 463 W 17th St, Tucson, AZ 85701, United States. Notices to you will be sent to your registered email address.

17.8 Headings. Section headings are for convenience only and do not affect interpretation.

17.9 Relationship. You and the Company are independent contracting parties. These Terms do not create a partnership, joint venture, employment, or agency relationship.

17.10 Export Compliance. You shall comply with all applicable U.S. export control laws and regulations. You represent that you are not located in, and will not use the Service from, any country subject to U.S. government embargo or identified as a terrorist-supporting country, and that you are not on any U.S. government restricted party list.

17.11 Language. These Terms are written in English. Any translated version is provided for convenience only; the English version controls in the event of conflict.

17.12 Electronic Communications. By using the Service, you consent to receiving electronic communications from the Company, including emails, push notifications, and in-app messages related to your Account, subscription, and the Service.

18. CONTACT INFORMATION

If you have any questions about these Terms of Service, please contact us:

The Fresh Agent LLC

463 W 17th St, Tucson, AZ 85701, United States

Legal inquiries: legal@thefreshagent.co

Customer support: support@thefreshagent.co

Website: www.thefreshagent.co

18. ACCESSIBILITY AND COMPLIANCE WITH ADA

18.1 Commitment to Accessibility

The Fresh Agent is committed to ensuring the Service is accessible to all users, including individuals with disabilities, in compliance with the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, and the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA.

18.2 WCAG 2.1 Level AA Conformance

The Fresh Agent's web and mobile applications conform to WCAG 2.1 Level AA published by the World Wide Web Consortium (W3C). This ensures content is perceivable, operable, understandable, and robust for users with disabilities.

18.3 Known Accessibility Issues

As of the date of this ToS, there are no known significant WCAG 2.1 Level AA failures. The Fresh Agent continuously tests and remediates any issues that arise. For current information, please visit www.thefreshagent.co/accessibility.

18.4 Voluntary Product Accessibility Template (VPAT)

The Fresh Agent maintains a Voluntary Product Accessibility Template (VPAT) documenting conformance to WCAG 2.1 Level AA and Section 508 standards. The VPAT is available upon request at accessibility@thefreshagent.co.

18.5 Accessible Alternatives and Accommodations

If you encounter an accessibility barrier or require accommodations, The Fresh Agent will work with you to provide alternative access or remediate the issue. To request accommodations or report accessibility issues, email accessibility@thefreshagent.co or contact us at 463 W 17th St, Tucson, AZ 85701. We will respond within 5 business days.

18.6 Accessibility Support

Accommodations may include: enhanced keyboard navigation documentation, custom color contrast settings, screen reader testing and optimization, alternative data export formats (CSV, XML, accessible PDFs), and technical support for assistive technologies.

18.7 European Accessibility Act (EAA) Compliance

For users in the European Union, The Fresh Agent complies with the European Accessibility Act (EAA) requirements for digital services (Directive (EU) 2019/882).