Last Updated: January 1, 2026

Provider: Horti Minds Pte. Ltd. (UEN: 202522900G)
Address: 160 Robinson Road, #14-04, Singapore Business Federation Center, Singapore 068914

DEFINITIONS

“Client” means the business customer entering into these Terms.

“Generated Content” means images and other outputs generated by the Service on the basis of Provider and/or Client input data and configuration settings processed by the Service.

“Single Authorized Domain” means the primary domain name registered to the Client’s account and approved by Horti Minds for the display of Generated Content.

Capitalized terms not defined here have the meaning given elsewhere in these Terms.

1. INTRODUCTION

1.1 These Terms and Conditions (“Terms”) govern your access to and use of the “Open Plant Data” platform (the “Service”).

1.2 By creating an account or using the Service, you agree to be bound by these Terms and the separate Commercial Image License Agreement, which is incorporated herein by reference.

2. THE SERVICE & AI DISCLAIMER

2.1 Generative AI Nature. The Client acknowledges that the Service uses probabilistic AI models. Generated Content may contain artifacts, inaccuracies, or “hallucinations”.

2.2 “As Is” Warranty. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. Horti Minds Pte. Ltd. expressly disclaims all warranties regarding botanical accuracy, color fidelity, or biological correctness of the Generated Content.

2.3 No PBR Verification. The Service does not verify the existence of Plant Breeders’ Rights (PBR), trademarks, or patents associated with specific plant names or varieties inputted by the Client. The Client is solely responsible for ensuring its inputs do not infringe third-party rights. Provider has no relationship with any breeder, grower or other holder of PBR.

3. ACCOUNTS AND SUBSCRIPTIONS

3.1 Registration. You must provide accurate and complete information, including your legal business name and the primary domain name where the Generated Content will be used.

3.2 Payment. Subscriptions are billed in advance. All fees are non-refundable, except where explicitly required by applicable law.

4. ACCEPTABLE USE

4.1 Client shall not use the Service to generate or disseminate content that is unlawful, defamatory, discriminatory, harassing, obscene or otherwise reasonably likely to cause harm to third parties.

4.2 Client shall not (a) attempt to gain unauthorized access to the Service or underlying infrastructure, (b) reverse engineer, decompile or attempt to extract the source code of the models, or (c) circumvent technical measures designed to protect the Service.

4.3 Client shall not use the Service in connection with high-risk activities where inaccurate outputs could reasonably be expected to lead to death, personal injury, or severe environmental damage (e.g. medical diagnoses or critical infrastructure).

4.4 API Access. If Client accesses the Service via an API, Horti Minds will provide one or more API keys or tokens (“API Keys”) to Client. API Keys are personal to Client’s account, non-transferable and may only be used by Client and its Authorized Users.

4.5 Client shall keep all API Keys confidential and shall not share, sell, lease, publish or otherwise disclose API Keys to any third party. Client is solely responsible for all use of the Service through its API Keys, whether authorised or unauthorised.

4.6 Horti Minds may implement and adjust reasonable rate limits, concurrency limits and other technical throttling measures for API usage at any time in order to protect the stability and security of the Service, including to prevent bulk scraping or full database synchronisation.

4.7 If Horti Minds reasonably suspects abusive, excessive or anomalous API usage, Horti Minds may temporarily suspend or restrict API access for the relevant account. Horti Minds will, where reasonably practicable, notify Client and cooperate in good faith to resolve the issue.

4.8 For the avoidance of doubt, all internal prompts, prompt templates and system instructions used to operate the Service are proprietary to Horti Minds and do not constitute Client content.

5. INTELLECTUAL PROPERTY AND DATA

5.1 As between the parties, Horti Minds retains all right, title and interest in and to the Service, the underlying AI models, and all related intellectual property rights.

5.2 Client is responsible for ensuring it has all necessary rights in the input data and reference materials it submits (including plant names, variety identifiers, labels, logos and any third-party imagery). Client represents and warrants that such inputs do not infringe third-party IP rights (including Plant Breeders’ Rights and trade marks).

5.3 Horti Minds may use aggregated and anonymized usage data (excluding any personal identifiers) to improve and monitor the Service.

6. LIMITATION OF LIABILITY

6.1 Cap. To the maximum extent permitted by Singapore law, Provider’s total cumulative liability shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

6.2 Exclusion. In no event shall Provider be liable for indirect, incidental, special, or consequential damages, including loss of profits or data, even if advised of the possibility of such damages.

7. INDEMNIFICATION

7.1 Client agrees to indemnify, defend, and hold harmless Provider and its affiliates from any claims, damages, or legal fees arising out of:

(a) Client’s breach of these Terms;
(b) third-party claims alleging that Client’s inputs or use of Generated Content infringes their rights (including PBR and trade marks).

8. TERM AND TERMINATION

8.1 These Terms remain in force for as long as Client maintains an active subscription or otherwise uses the Service.

8.2 Cancellation by Client. Client may cancel its subscription at any time with at least one (1) day notice. The cancellation will become effective at the end of the then-current billing period. Fees already paid for the current billing period are non-refundable.

8.3 Termination by Horti Minds for Convenience. Horti Minds may terminate or decide not to renew Client’s subscription for convenience with at least thirty (30) days’ prior written notice, to take effect at the end of the then-current billing period.

8.4 Termination for Cause. Either party may terminate the subscription with immediate effect if the other party commits a material breach which, if capable of remedy, is not remedied within thirty (30) days after written notice, or if the other party becomes insolvent or subject to comparable proceedings.

8.5 Suspension for Breach. Horti Minds may suspend or terminate access with immediate effect in case of material breach (including non-payment, breach of the Acceptable Use provisions in Clause 4, or abusive API usage under Clauses 4.4–4.7).

8.6 Upon termination, Client’s right to access the Service ceases. Client remains responsible for all fees accrued up to the effective date of termination.

9. CHANGES TO THE SERVICE AND FEES

9.1 Horti Minds may modify the features or functionality of the Service from time to time. Material changes that significantly reduce core functionality will be notified to Client in advance where reasonably practicable.

9.2 Horti Minds may adjust subscription fees for future billing periods. Fee changes will be communicated to Client at least thirty (30) days before they take effect.

10. RELATIONSHIP OF THE PARTIES

Nothing in these Terms creates an agency, partnership or joint venture between the parties. Each party acts as an independent contractor.

11. GOVERNING LAW

11.1 These Terms are governed by the laws of the Republic of Singapore.

11.2 Disputes shall be resolved by arbitration in Singapore under SIAC Rules, with one (1) arbitrator and English as the language of the arbitration.

12. PARTNER PROGRAM

12.1 Participation in the Horti Minds partner program, including access to any partner portal or dashboard (the “Partner Program”), is granted solely at the discretion of Horti Minds and does not create any right or entitlement to continued participation.

12.2 Approved partners receive a non-transferable partner account and login credentials for the partner portal, through which referral status, customer information and revenue data may be made available. Partner accounts are personal to the approved partner and may not be transferred or assigned. Sharing partner portal access, login credentials or any related data with third parties is strictly prohibited and constitutes a material breach of these Terms.

12.3 Subject to the conditions set out in this Article 12, partners may be eligible for a revenue kickback of fifteen percent (15%) on subscription fees actually paid by successfully referred customers, based on first-touch attribution as determined exclusively by Horti Minds. First-touch attribution is final, binding and not subject to dispute. Kickbacks apply solely to direct monthly or annual subscription fees and expressly exclude any form of secondary, derived or indirect revenue, including but not limited to rebates, credits, refunds or other kickbacks.

12.4 Kickbacks are calculated on a monthly basis and, where payable, are paid within fifteen (15) days after the end of the relevant calendar month by bank transfer. Kickbacks accrue from the first referred customer.

12.5 Partners may offer end customers a discount of ten percent (10%) via a unique referral code provided by Horti Minds. Referral codes may only be shared through direct one-to-one communication and may not be published, advertised or distributed via websites, social media, newsletters, marketplaces or any other public or semi-public channel. Referral codes cannot be applied retroactively. Customers who complete checkout without a valid referral code are not entitled to any discount afterwards, and partners have no right to claim kickbacks on such subscriptions.

12.6 Partners must onboard a minimum of five (5) active paying customers within twenty-four (24) months after partner approval and must maintain at least five (5) active paying customers at all times. If this minimum threshold is not met or maintained, Horti Minds reserves the right to terminate the partner account with three (3) months’ written notice. Any accrued but unpaid kickbacks will be paid upon closure of the account.

12.7 In the event of discrepancies, errors or ambiguities in partner reporting, attribution, calculations or partner portal data, the decision of Horti Minds’ management shall be final and binding.

12.8 During participation in the Partner Program and for a period of twelve (12) months following termination for any reason, the partner shall not directly or indirectly develop, market, sell or assist in the development or commercialisation of any product or service that is substantially similar to or competitive with the Open Plant Data platform or related services. During the same period, the partner shall not solicit or attempt to solicit customers, prospects, employees, contractors or partners of Horti Minds for competing services.

12.9 All information disclosed or made available to the partner in connection with the Partner Program, including commercial terms, pricing, customer data, technical information and platform data, shall be treated as strictly confidential and used solely for participation in the Partner Program. This obligation survives termination of participation.

12.10 Horti Minds may, at its discretion, provide partners with reasonable commercial guidance, marketing support, content or technical assistance in connection with the Partner Program. Any such support is provided on a best-efforts basis and does not constitute consultancy services, agency, exclusivity or any guarantee of commercial success.

12.11 Partners are free to create and use their own marketing communications, promotional materials and commercial messaging relating to the Services. Any claims, representations or promises made by a partner must at all times be accurate and may not deviate from, expand upon or contradict the descriptions, functionality, limitations or guarantees as communicated by Horti Minds in its official documentation, website or agreements. Partners may not make binding commitments or assurances on behalf of Horti Minds. In case of doubt regarding the wording, scope or permissibility of any marketing communication, the partner shall consult Horti Minds in advance for review and approval.

12.12 Horti Minds reserves the right to amend, suspend or terminate the Partner Program, in whole or in part, at any time. Any such change will not affect kickbacks already paid out, but may affect the accrual or payment of future kickbacks.