Standard Terms and Conditions

Last updated: September 17, 2026

These Standard Terms and Conditions (the “Terms”, together with any prior terms, conditions, and agreements, the “Agreement”) govern the use by a Person (the “Customer”) of the cloud-hosted software-as-a-service offering under or through www.blossom.ag website, the app.blossom.ag Blossom web application, and the Blossom mobile application (the “Service”) as hosted or offered by Elm Lake Labs, LLC, a Wisconsin limited liability company (“ELL”). BY CLICKING THE "AGREE" BUTTON OR USING OR ACCESSING THE SERVICE, CUSTOMER (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; AND (B) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND HEREBY.

Access and Use. Subject to and conditioned on Customer's and its authorized users' compliance with the terms and conditions of this Agreement, ELL hereby grants Customer a non-exclusive, non-transferable right to access and use the Service during the Term, solely for use by authorized users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use.
Documentation License. ELL hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use any manuals, instructions, or other documents or materials that ELL provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Service or ELL Materials (the “Documentation”) during the Term solely for Customer's internal business purposes in connection with its use of the Service.
Service and System Control. ELL has and will retain sole control over the operation, provision, maintenance, and management of the Service, Documentation, and ELL Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by ELL in connection with the Service or ELL Systems (together, the “ELL Materials”). As used herein, “ELL Systems” means information technology infrastructure used by or on behalf of ELL in offering the Service, including all computers, software, hardware, databases, electronic systems, whether operated directly by ELL or through the use of third-party services. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, Customer’s information technology infrastructure, including all computers, software, hardware, databases, electronic systems, whether operated directly by Customer or through the use of third-party services (the “Customer Systems”), and sole responsibility for all access to and use of the ELL Materials by any Person by or through the Customer Systems.
Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Service, ELL Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Service, the ELL Materials, and the Third-Party Materials are and will remain with ELL and the respective rights holders in the Third-Party Materials.
Number of Authorized Users. The total number of authorized users will not be limited numerically, except as expressly agreed to in writing by the parties.
Changes. ELL reserves the right, in its sole discretion, to make any changes to the Service and ELL Materials at any time, or to suspend or terminate the Service at any time.
Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Service or ELL Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Service or ELL Materials; (b) lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Service or ELL Materials to any Person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Service or ELL Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Service or ELL Materials or access or use the Service or ELL Materials other than by an authorized user through the use of his or her own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Service or ELL Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, malware, or other malicious or harmful computer code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service, ELL Systems, or ELL's provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Service or ELL Materials, including any copy thereof; (h) access or use the Service or ELL Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other ELL customer), or that violates any applicable law; or (i) otherwise access or use the Service or ELL Materials beyond the scope of the authorization granted under these Terms.
Data Backup. The Service does not replace the need for Customer to maintain regular data backups or redundant data archives. ELL HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
Machine Learning. Customer Data may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of ELL’s products and services, including Third-Party Materials, and Customer authorizes ELL to process its Customer Data for such purposes, provided that Customer Data will be aggregated before it can be used for these purposes.
Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any authorized user in connection with the Service; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer's and its authorized users' access credentials; and (e) all access to and use of the Service and ELL Materials directly or indirectly by or through the Customer Systems or its or its authorized users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Service; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Service.
Fees. Customer shall pay ELL the fees set forth in the contract documents to which these Terms apply (“Fees”) in accordance with these Terms. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments, including all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder. Fees may be increase by ELL from time to time upon written notice to Customer.
Payment. Customer shall pay all fees and reimbursable expenses within thirty (30) days after the date of the invoice therefor. Customer shall make all payments hereunder in US dollars by ACH payment or by wire transfer, or by other means approved in advance and in writing by ELL.
Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (a) ELL may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse ELL for all reasonable costs incurred by ELL in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) ELL may suspend access to the Service until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.
Confidentiality. All non-public, confidential, or proprietary information of ELL, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential", is confidential and may not be disclosed or copied by Customer or any Person acting by or through Customer unless authorized in advance by ELL in writing. Upon ELL request, Customer shall promptly return all documents and other materials received from ELL. ELL shall be entitled to injunctive relief for any violation of this Section. This section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
Intellectual Property Rights. All right, title, and interest in and to the ELL Materials, including all Intellectual Property Rights therein, are and will remain with ELL and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the ELL Materials except as expressly set forth in these Terms. All other rights in and to ELL Materials are expressly reserved by ELL. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to ELL an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. For purposes hereof, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
Customer Data. As between Customer and ELL, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an authorized user by or through the Service (“Customer Data”), including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 18 and Section 19 of these Terms.
Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to ELL, its subcontractors, employees and agents to enforce this Agreement and exercise its or their rights and perform it is or their obligations hereunder. In addition, ELL may collect and analyze Customer Data, and ELL may freely use Customer Data to maintain, improve, enhance, and promote ELL’s products and services without restriction or obligation. However, ELL may only disclose Customer Data to others if the Customer Data is aggregated and does not directly identify Customer or authorized users.
Feedback. Customer may, but is not required to, give suggestions, feedback, or comments about the Service or related offerings (“Feedback”) to ELL. Customer hereby irrevocably grants all rights and permissions in or relating to such Feedback so that ELL may use (and authorize others to use) all Feedback freely without any restriction or obligation whether during or after the Term of this Agreement without compensation of any kind due to Customer or any other Person.
DISCLAIMER. THE SERVICE AND ALL ELL MATERIALS ARE PROVIDED “AS IS.” ELL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ELL MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ELL MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
Indemnification. Customer shall indemnify, defend, and hold harmless ELL and its Subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “ELL Indemnitee”) from and against any and all losses, damages, liabilities, amounts, penalties, costs, or expenses (including reasonable attorneys’ fees and court costs) (“Losses”) incurred by such ELL Indemnitee resulting from any third party claim to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any processing of Customer Data by or on behalf of ELL in accordance with this Agreement; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any authorized user, including ELL's compliance with any specifications or directions provided by or on behalf of Customer or any authorized user to the extent prepared without any contribution by ELL; (c) Customer's breach of this Agreement; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any authorized user, or any third party on behalf of Customer or any authorized user, in connection with this Agreement.
Limitations of Liability. IN NO EVENT WILL ELL OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ELL ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO ELL UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Export Regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service available outside the US.
Miscellaneous. On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. The headings in the Agreement are for reference only and do not affect the interpretation of this Agreement. The Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without ELL's prior written consent.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin.
Venue. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the state courts or federal courts in each case located in the State of Wisconsin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Defined Terms. The following defined terms apply to these Terms: (a) “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity; (b) “Resultant Data” means data and information related to Customer's use of the Service that is used by ELL in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service; and (c) “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Service that are not proprietary to ELL.