Terms of Service and End User Agreement — European Union Business Customers

EUROPEAN UNION B2B EDITION. These are business-to-business terms for Customers whose contracting address is in a Member State of the European Union and whose account is assigned to BioCV GmbH. The Services are provided solely by BioCV GmbH and are governed by German law as set out in Section 25. These Terms are not offered to consumers and are not intended for Customers established in an EEA state outside the European Union, the United Kingdom, or Switzerland. They apply when Customer affirmatively accepts them through the LISA web or mobile application, another electronic acceptance flow, or in writing, and the Services are provided on a month-to-month basis. See Section 21.1.

1. Parties, Scope, and Acceptance

1.1 These Terms of Service (“Terms” or “Agreement”) govern access to and use of LISA and related products and services provided by BioCV GmbH, Rüsingstrasse 45, 44894 Bochum, Germany (registered with the commercial register of the Amtsgericht Bochum under HRB 18787; VAT ID DE335774940) (“BioCV,” “we,” “us,” or “our”).

1.2 The Services include: (a) connected hardware (e.g., BioTag, BioNode) (“Hardware”); (b) the LISA web and mobile applications (“Software”); and (c) the application programming interface and developer tools (“API”) (collectively, the “Services”).

1.3 Acceptance; Authority. You accept these Terms by signing or otherwise accepting an Order in writing (including by mail, email, or other written communication), by placing an Order that references these Terms, or by clicking or checking an affirmative acceptance control presented with them. BioCV makes the Terms available for review before acceptance, and access to the Services is conditioned on that acceptance. The person or entity accepting is the “Customer” or “you.” If you accept on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “you” refers to that organization.

1.4 Electronic Communications and Form. Customer agrees to receive communications from BioCV in electronic form, including this Agreement, Orders, notices, and invoices. Under Regulation (EU) No 910/2014, as amended, an electronic signature may not be denied legal effect solely because it is in electronic form, and a qualified electronic signature has the equivalent legal effect of a handwritten signature. Where this Agreement or applicable mandatory law requires a particular form, that form applies.

1.5 Acceptance Records. BioCV will retain a record of your acceptance, including the BioCV contracting entity identified at acceptance, the exact version of the Terms and of each incorporated document presented, the date and time of acceptance, the accepting user and organization, the Order (if any) presented at acceptance, and IP address or equivalent audit information, and will make a copy available to you on reasonable request.

1.6 Business Use Only. The Services are offered exclusively to undertakings, legal entities, and natural persons acting for purposes relating to their trade, business, craft, or profession, and are not directed to consumers. Customer represents that it enters into this Agreement exclusively for business or professional purposes and that the contracting address recorded in its account is accurate. If mandatory law nevertheless classifies a Customer as a consumer, any mandatory consumer rights that cannot validly be excluded remain unaffected.

1.7 Not a Medical or Diagnostic Device. LISA supports operational decision-making in livestock management. LISA and BioCV Hardware are not medical, veterinary, or diagnostic devices, do not provide medical or veterinary advice, and are not intended to diagnose, treat, cure, or prevent any disease or condition.

1.8 Sole Contracting Party; Limited Third-Party Rights. BioCV GmbH is the sole provider and contracting party under this Agreement. BioCV Inc. is not a party, provider, guarantor, or joint obligor under this Agreement and assumes no obligation to Customer. BioCV Inc. receives only the limited rights expressly granted to it as a Protected Person under Section 16. BioCV Inc. will not process Customer personal data unless and until it is validly appointed as a subprocessor under Annex B and applicable international-transfer law.

2. Definitions

“Active Animal” means, for a Partially Covered Site and a given Day, an animal for which BioCV's systems receive and record at least one valid, non-test and non-duplicate Telemetry data window attributable to that animal during that Day. Fully Covered Sites are billed per Billable Interval under Section 10A(a) and do not use Active-Animal counting. Each animal is counted at most once per Day regardless of the number of associated devices; a physical device counts toward no more than one Active Animal on a given Day, regardless of any reassignment during that Day; and devices designated as test or evaluation devices are not counted. Billing by Coverage Status is set out in Section 10A.

“Aggregated Data” means data derived from Customer Data that is anonymized and combined so that farms, organizations, and individuals are not identifiable and that cannot reasonably be re-identified.

“Confidential Information” means non-public information disclosed by a party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including product, technical, security, pricing, and business information, Customer Data, and the terms of any Order. It excludes information that is or becomes public without breach, was known to the Recipient without duty of confidence, is independently developed without use of the Discloser's Confidential Information, or is lawfully received from a third party without restriction.

“Customer Data” means data uploaded or entered by Customer, or collected from Customer's Hardware or from accounts under Customer's control, including Telemetry.

“Documentation” means BioCV's then-current Service Description, user guides, and API documentation.

“Ecosystem Partner” means BioCV's designated equipment and distribution partner to whom certain exclusive interoperability and data-interface rights are reserved, as identified in the Order.

“Order” means an ordering document, quote, order form, checkout record, order confirmation, or in-app purchase for Services.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“Security Incident” means any actual unauthorized or unlawful access to, or acquisition, use, disclosure, alteration, loss, destruction, or corruption of, or material loss of availability of (including due to ransomware), Customer Data (including personal data) in the possession or control of BioCV or its subprocessors. It does not include unsuccessful attempts or activities that do not compromise the security of Customer Data (e.g., pings, port scans, or denied log-in attempts).

“Service Description” means BioCV's then-current description of the features and functions of the Services.

“Site” means a physical location (e.g., a barn or facility) at which Hardware is deployed under an Order.

“Deployment Plan” means a site-specific, dated and version-identified installation plan prepared by BioCV itself for the placement, installation, power, connectivity and operation of BioNodes and other receivers at a Site. The Deployment Plan is based on accurate and reasonably sufficient Site information supplied by Customer, including a sketch, floor plan, diagram, photographs or substantially equivalent documentation of the relevant operating areas. A Deployment Plan may be delivered electronically and does not need to be signed, attached to an Order or referenced in an invoice. It governs the Site’s Coverage Status.

“Coverage Status” means, for each Site, “Fully Covered” or “Partially Covered.” A Site is eligible to be classified as Fully Covered only if: (a) Customer has provided BioCV with accurate and reasonably sufficient information about the Site, including a sketch, floor plan, diagram, photographs or substantially equivalent documentation; (b) BioCV itself has prepared the applicable Deployment Plan; and (c) the installation has been carried out, and the Hardware continues to be installed and operated, materially in accordance with that Deployment Plan. Unless all these conditions are satisfied and continue to be satisfied, the Site will be treated as Partially Covered. Customer must notify BioCV before making any material change to the Site layout, building materials, relevant animal-use areas, receiver locations, power or connectivity. BioCV may update the Deployment Plan and prospectively reclassify the Site where the installation, Site conditions or actual receiver coverage materially changes. Fully Covered status determines the applicable billing method and is not a guarantee of uninterrupted reception, perfect connectivity or complete data capture.

“Subscription Term” means the initial term and each renewal term of a subscription as stated in the Order or Section 21.

“Telemetry” means sensor and device data collected by BioCV Hardware, including ear-tag data such as movement and temperature data.

“Business Day” means Monday through Friday, excluding Saturdays, Sundays, and public holidays at BioCV's registered seat (Bochum, Germany).

“GDPR” means Regulation (EU) 2016/679 (General Data Protection Regulation).

“Data Protection Law” means the GDPR, the German Federal Data Protection Act to the extent applicable to BioCV GmbH, and any other applicable European Union or national data-protection or privacy law.

“Day,” for purposes of metering and billing under Section 10A, means the period from 00:00:00 through 23:59:59 UTC.

“Recurring Service Fees” (also referred to as monthly service fees) means the recurring subscription fees for the affected Service for the relevant month and, for usage-based plans, the usage fees charged for that month; they exclude one-time fees, Hardware charges, and taxes.

“Monthly Reference Price” means the monthly reference price stated in the Order for each animal equipped with an eligible BioTag; it represents the approximate charge for continuous use over an average month of 30.5 days and is not a fixed monthly fee unless the Order expressly states otherwise.

“Firmware” means the software embedded in BioCV Hardware. BioCV grants Customer a perpetual, non-exclusive license to use the Firmware installed on Hardware solely to operate that lawfully acquired Hardware, subject to the restrictions in Sections 5.2 and 5A; this Firmware license survives expiration of the Subscription Term.

3. Accounts and Administrators

3.1 You must maintain accurate account information and designate at least one administrator to manage seats, roles, and settings.

3.2 You are responsible for all activity under your accounts and for safeguarding credentials. BioCV may require multi-factor authentication.

4. Service Description

4.1 BioCV provides hosted access to the Software and API and supplies compatible Hardware as ordered.

4.2 Documentation and Marketing. Documentation describes intended operation for user guidance but does not create a warranty, service level, or other commitment unless an Order expressly incorporates the specific provision. Marketing materials, demonstrations, roadmaps, forecasts, and statements about planned or possible features are illustrative only and do not form part of this Agreement.

4.3 Changes. BioCV may add, modify, suspend, or discontinue any feature, interface, component, integration, or compatibility; where a change would materially and adversely affect a paid Service, BioCV will give reasonable advance notice (except where an immediate change is necessary for security or to comply with law), and Customer may terminate the affected Service before the change takes effect. If BioCV permanently discontinues an entire paid Service before the end of a prepaid billing period, Customer's sole remedy is a prorated refund of prepaid, unused recurring fees for that discontinued Service. BioCV has no obligation to preserve legacy functionality or compatibility unless expressly stated in an Order.

5. Software License, Acceptable Use, and API

5.1 License. During the Subscription Term and subject to payment, BioCV grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software and API for your internal business purposes. This license continues for the Subscription Term unless terminated under Section 21.

5.2 Restrictions. Except to the extent applicable law expressly prohibits a restriction, Customer will not copy, modify, create derivative works from, reverse engineer, decompile, disassemble, rent, lease, sublicense, resell, remove proprietary notices from, circumvent technical protections for, or use non-public elements of the Services to develop a substantially similar offering. Section 5A also applies.

5.3 Acceptable Use (AUP). You will not: scrape or extract data other than through the permitted API; conduct security testing without BioCV's prior written consent; introduce malware; use the Services for unlawful content or purposes; overload or abuse the Services; or present outputs as professional medical or veterinary advice.

5.4 API Keys and Rate Limits. Use of the API requires valid keys and compliance with the rate limits communicated or agreed for the Customer in the applicable Order, account configuration or API documentation made available on request. Rate limits may vary by Customer, subscription, integration and use case. BioCV may throttle or suspend API access that creates a risk to security, availability or platform stability.

5.5 Trials, Pilots, and Introductory Access. BioCV may offer trial, pilot, evaluation, or introductory access on terms stated in an Order. No-charge access is provided AS IS and AS AVAILABLE, without any service level, warranty, update, support, or continuity commitment, and BioCV may modify, suspend, or terminate it at any time. Paid introductory or evaluation access receives only the commitments expressly stated in the applicable Order. Sections 14 through 19 and 22 through 28 apply to all such access, including the no-charge cap in Section 23.8.

5A. Authorized Use, Resale, and Interoperability Restrictions

BioCV's Hardware, Software, and LISA platform operate within a defined ecosystem, and access to certain data interfaces and interoperability with certain third-party equipment is reserved to the Ecosystem Partner and to authorized devices and channels. The restrictions in this Section apply during the Subscription Term and, with respect to resale of Hardware, circumvention of access controls, unauthorized direct reception, and use of non-public protocols, keys, Firmware functionality, technical interfaces, or technical-protection measures, for as long as Customer possesses, controls, or uses the applicable Hardware, in addition to Sections 5.2 and 5.3, and you will not do, permit, or assist any third party to do, any of the following:

5A.1 Authorized Devices Only. Access and use the Services only with genuine BioCV Hardware obtained from BioCV or an authorized distribution channel. Do not use, connect, or attempt to interoperate with counterfeit, unauthorized, cloned, or improperly modified devices, and do not use BioCV Hardware to interoperate with barn, stall, or other equipment except as expressly authorized by BioCV.

5A.2 No Resale or Redistribution. Except as expressly authorized by BioCV in writing, do not resell, redistribute, sublicense, rent, lease, or otherwise transfer BioCV Hardware, the Software, or LISA access to any third party or reseller. Certain BioCV Hardware - including partner-branded (“look and feel”) Hardware and ChickSense devices - is supplied for your own end use only: partner-branded Hardware may not be distributed to any third party, and ChickSense devices may be acquired and used by end customers only and not by or through resellers.

5A.3 No Circumvention of Access Controls. BioCV and its Ecosystem Partner use device-identification, certification, authorization, and allow-list/deny-list mechanisms that determine which devices may interoperate with partner equipment. Do not bypass, disable, or circumvent these mechanisms, and do not enable any unauthorized device to interoperate with, or obtain access to, partner equipment.

5A.4 Data Interfaces; Provisioned Access Only. Real-time and continuous data interfaces to LISA are reserved to the Ecosystem Partner. Your interface and API access to sensor data is limited to the scope and frequency that BioCV provisions for your account, as set out in the Order (which, for certain sensor data, may be rate-limited - for example, to a maximum number of transfers per day - or unavailable). Do not exceed, work around, or attempt to obtain data feeds beyond your provisioned access. Commercial, value-added, control, and proprietary API functionality may be reserved to BioCV or an Ecosystem Partner. Nothing in this Section limits Customer's non-waivable rights to access, or request the sharing of, readily available product data, related-service data, or associated metadata under the EU Data Act (Regulation (EU) 2023/2854); see Annex D. BioCV is not required to disclose proprietary algorithms, derived insights, trade secrets, or other material beyond what applicable law requires.

5A.5 Unauthorized Direct Reception Through Non-BioCV Hardware. Except as expressly authorized by BioCV in an Order, the Documentation, an integration agreement, or another written or electronic authorization, or to the extent permitted or required by mandatory law, Customer will not, and will not permit or assist any third party to, use, configure, develop, deploy, or operate any non-BioCV gateway, receiver, reader, radio, software-defined radio, emulator, device, software, or interface to: (a) directly receive, intercept, capture, decode, decrypt, extract, relay, or retransmit any signal emitted by or exchanged with a BioTag; or (b) obtain Telemetry from a BioTag other than through BioCV Hardware and a permitted Software, API, integration, export, or other legally required access path.

Customer will not access or use any non-public BioCV communication protocol, encryption or authentication key, Firmware functionality, technical interface, or other non-public technical information for that purpose, and will not bypass, disable, alter, remove, or circumvent any authentication, encryption, device-identification, access-control, or other technical-protection measure used by BioCV, except to the extent mandatory law expressly permits that activity notwithstanding contractual restriction.

Nothing in this Section limits Customer's non-waivable rights under Regulation (EU) 2023/2854 or other mandatory law to access, use, or request the making available of product data, related-service data, or associated metadata. Customer may use Customer Data lawfully made available through the Software, a permitted API, an authorized integration, an export function, or another access method required by mandatory law, including use of such Customer Data in third-party software or computing systems.

Customer may not use Customer Data to develop, enable, test, validate, or operate an unauthorized direct-reception system, circumvent provisioned access, or engage in conduct prohibited by Sections 5A.6 or 16, except to the extent mandatory law expressly permits the relevant activity. Statutory restrictions applicable to a user or third-party data recipient, including the restrictions in Articles 4, 6, and 11 of Regulation (EU) 2023/2854, remain unaffected.

BioCV may use proportionate authentication, encryption, device-identification, certification, and other technical-protection measures to prevent unauthorized direct reception, access, use, or disclosure. Those measures will not be used to discriminate between data recipients or improperly hinder rights arising under mandatory law.

BioCV may condition an authorized non-BioCV hardware integration on technical, security, confidentiality, testing, certification, scope, term, and commercial requirements stated in the applicable authorization. BioCV is not responsible for incompatibility, interference, interruption, inaccurate or incomplete data, security issues, or damage to the extent caused by non-BioCV hardware or an unauthorized integration.

5A.6 No Unauthorized Control or Competitive Misuse. Do not use LISA, Hardware, sensor data, the API, or BioCV Confidential Information to bypass access or interoperability controls; copy, reverse engineer, benchmark, or exploit non-public elements of the Services to develop a substantially similar offering; create, seek, or support a Blocking Patent Right; or control or steer barn, stall, or safety-critical equipment unless BioCV expressly authorizes that use in an Order. This Section does not restrict lawful independent development that does not use the Services or BioCV Confidential Information.

5A.7 Branding. Do not remove, alter, or obscure any trademark, logo, or proprietary notice on BioCV Hardware or Software, and do not apply your own or any third party's branding without BioCV's prior written consent.

5A.8 Exceptions. Nothing in this Section 5A restricts you from: (a) products or services you develop independently without use of BioCV's Confidential Information or the Services; (b) permitting your affiliates and authorized contractors to use the Services on your behalf and for your benefit, subject to these Terms; (c) exporting or using your own Customer Data as permitted under Section 14, subject to Sections 5A.5 and 5A.6; or (d) any interoperability activity that applicable law expressly permits notwithstanding contractual restriction. These restrictions are intended to be enforced only to the extent permitted by applicable competition and other law.

6. Availability, Maintenance, and Support

6.1 No Service-Level or Support Commitment. BIOCV DOES NOT COMMIT TO ANY UPTIME OR AVAILABILITY LEVEL, MAINTENANCE WINDOW OR ADVANCE NOTICE, SUPPORT HOURS, RESPONSE OR RESOLUTION TIME, BUG FIX, PATCH, UPDATE, OR SERVICE CREDIT UNLESS AN ORDER EXPRESSLY STATES THE COMMITMENT. BioCV may perform maintenance at any time and may provide support or updates at its discretion.

6.2 Customer Systems and Third-Party Dependencies. The Services and Hardware depend on Customer-provided power, internet, cellular and other networks, equipment, configuration, and third-party services outside BioCV's control. BioCV is not responsible for any failure, delay, interruption, data gap or loss, or non-performance caused by those dependencies. Customer is responsible for adequate power, connectivity, backhaul, local safeguards, backups, and manual procedures at each Site.

6B. AI Assistant / Chatbot (Informational Only)

6B.1 Scope. This Section 6B applies only if and when BioCV separately enables and documents AI functionality for the Customer's account. No customer-facing AI functionality is enabled in the current release, and BioCV does not currently send prompts or Customer Data to an AI provider; BioCV will enable such functionality only after the applicable provider, processing purpose, location, retention, customer disclosure and contractual safeguards are in place and disclosed. Where enabled, the Services may include an AI assistant that reads available Customer Data and generates summaries, explanations, and suggestions (“AI Outputs”). The AI assistant is an artificial-intelligence system and not a human. BioCV will identify it as an AI system in the user interface at or before the first interaction, unless this is already obvious from the circumstances and context of use. Customer must not remove or obscure that identification in any permitted embedded, integrated, white-labelled, or downstream presentation of the AI assistant or its outputs. This reflects Article 50 of Regulation (EU) 2024/1689 (AI Act); the interface identification is implemented in the product, not only in these Terms.

6B.2 No Professional or Veterinary Advice; Operational Use Only. AI Outputs may be incorrect, incomplete, outdated, or misleading, and BioCV does not guarantee their accuracy. The AI assistant is informational and supports operational livestock-management decisions only. It is not intended or authorized to provide veterinary or medical advice or to generate diagnosis, treatment, medication, prescribing, or dosing recommendations, and Customer must not request or use AI Outputs for those purposes. BioCV may use technical and operational measures to identify and block prohibited requests and outputs. Consult a licensed veterinarian for any health, medical, or clinical decision, and a licensed veterinarian or an appropriately qualified agricultural professional for other high-impact decisions (e.g., welfare, reproduction, or biosecurity) before implementation. AI Outputs used for ordinary operational purposes (e.g., summaries and administrative information) require reasonable human review appropriate to the decision.

6B.3 Use Limits. Do not use the AI assistant for, or as any basis for, clinical, medical, diagnostic, prescribing, or dosing decisions or emergencies, and do not use it to bypass legal or veterinary requirements. BioCV may filter or block requests for such prohibited outputs.

6B.4 Customer Responsibility. You are solely responsible for verifying AI Outputs, supervising their use, and any consequences of reliance on them.

6B.5 AI Outputs; Limited Use Rights. Subject to this Agreement, BioCV grants Customer a non-exclusive right to use AI Outputs for Customer's internal business purposes. No ownership right is assigned. BioCV and its licensors retain all rights in the Services, models, methods, and underlying technology. AI Outputs may not be unique, copyrightable, accurate, complete, or free of third-party rights. Any external publication or commercialization is at Customer's sole risk.

6B.6 Processing, Providers, and Retention. Prompts and relevant Customer Data may be processed to generate AI Outputs. BioCV may filter, throttle, or block risky requests. Where BioCV uses third-party AI providers to process Customer Data, those providers are subprocessors subject to the data-protection and security obligations in the DPA (Annex B), and BioCV flows down the applicable confidentiality, security, and data-protection obligations. Prompts and AI Outputs are retained only as described in the Documentation or DPA.

6B.7 Model Training; Opt-In for Customer Data. EXCEPT FOR AGGREGATED DATA CREATED AND USED IN ACCORDANCE WITH SECTION 14.3, BIOCV WILL NOT USE CUSTOMER DATA - WHETHER IDENTIFIABLE, PSEUDONYMIZED, OR DEIDENTIFIED - TO TRAIN, FINE-TUNE, OR IMPROVE ANY MACHINE-LEARNING MODEL (WHETHER PUBLIC, INTERNAL, CROSS-CUSTOMER, SHARED, OR GENERAL-PURPOSE) WITHOUT YOUR EXPRESS OPT-IN. BIOCV MAY USE AGGREGATED DATA (WHICH IS NON-IDENTIFIABLE UNDER SECTION 14.3), INCLUDING AGGREGATED TELEMETRY, TO TRAIN AND IMPROVE MODELS, INCLUDING SHARED MODELS.

6B.8 Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOCV IS NOT LIABLE FOR LOSSES ARISING FROM RELIANCE ON AI OUTPUTS TO THE EXTENT CUSTOMER FAILS TO APPLY THE HUMAN OR EXPERT OVERSIGHT REQUIRED BY SECTIONS 6B.2 THROUGH 6B.4; SECTION 23 OTHERWISE APPLIES.

7. Updates

7.1 Updates and Customer Duty. BioCV may provide, require, modify, or discontinue updates at its discretion or as required by applicable law. Customer must promptly install or permit installation of required updates and keep its environment reasonably current. BioCV is not responsible for issues caused by failure to do so and has no update, compatibility, end-of-life notice, or support obligation except as expressly stated in an Order or required by law.

8. Beta and Pilot Features

Features labeled Beta, Pilot, or Test are provided “AS IS,” may change at any time, and carry no SLA. BioCV may enable or disable such features at its discretion.

9. Customer Obligations

You will: install and place Hardware per the Documentation; ensure adequate power and network connectivity; maintain the operating environment; comply with applicable laws and permits; perform backups of local data; protect credentials and devices; and verify critical outputs with on-site observation and expert judgment.

Where Customer seeks or maintains Fully Covered status for a Site, Customer will provide accurate and sufficiently detailed Site information, cooperate with preparation of the Deployment Plan, install and operate the Hardware materially in accordance with the Deployment Plan, and provide reasonable installation evidence requested by BioCV.

BioTag Registration, Activation, and Commissioning. BioTags may be supplied in a sleeping or low-power state and may initially be unregistered. Initial commissioning requires an authorized user to read the BioTag's NFC component and register the BioTag to the appropriate Customer account using the then-current procedure described in the Documentation. As of the effective date of these Terms, this one-time NFC registration step requires a compatible NFC-enabled Android device running the LISA Android application and is not supported through the LISA iOS application. The BioTag may be activated from its sleeping or low-power state only through a BioNode registered under the same Customer account as the BioTag. Customer may register and activate only BioTags that it owns, lawfully possesses, or is otherwise authorized to operate. Customer must ensure that each BioTag is registered to the correct Customer account, Site and, where applicable, animal. Customer must not register or attempt to activate a BioTag belonging or assigned to another person or account and must promptly notify BioCV of any suspected erroneous, conflicting, or unauthorized registration or activation.

BioCV may use authentication, role-based authorization, account and Site matching, duplicate-registration prevention, confirmation steps, audit records and other reasonable safeguards and may reject, suspend or correct an unauthorized, erroneous, conflicting or potentially harmful registration or activation request. Customer must verify in the Software that the BioTag is correctly assigned, successfully activated and transmitting Telemetry before relying on its data. Scanning or registering a BioTag does not by itself establish successful activation, Fully Covered status, installation conformity, complete data reception or suitability for any operational decision.

BioTag Physical Application, Approved Components, Storage and Recovery. Customer is responsible for the physical handling and restraint of animals and for the application, inspection, removal and replacement of BioTags. Customer must ensure that these activities are performed by personnel who are appropriately trained and competent and in accordance with applicable animal-welfare, occupational-safety, environmental and other laws, the Documentation and any instructions supplied with the Hardware.

Customer is responsible for using safe, species-appropriate animal-restraint procedures. BioCV strongly recommends that a BioTag be applied only while the animal is securely restrained in an appropriate livestock-handling crate, chute, head gate or equivalent restraint system. Customer must select and inspect the application location and must apply the BioTag only at the location and in the manner specified in the Documentation, avoiding arteries and other blood vessels and avoiding any cartilage, nerve, infected or damaged tissue, or other anatomical structure that the Documentation identifies as unsuitable. Where the appropriate placement is uncertain, Customer must obtain assistance from a suitably qualified veterinarian or animal-health professional.

Customer must use only an approved BioTag applicator plier and approved attachment components. An approved applicator is a BioTag applicator plier purchased or otherwise obtained directly from BioCV GmbH or from a reseller expressly authorized by BioCV GmbH. An approved attachment component is a male pin, stud, thorn, snap-fit component or other attachment part supplied directly by BioCV GmbH, or supplied through a reseller only where that component has been expressly approved in writing by BioCV GmbH. Customer must not use substituted, modified, incompatible, visibly damaged or otherwise unapproved applicators or attachment components.

Customer must store, transport and condition BioTags and attachment components within the temperature, humidity and other environmental limits stated in the Documentation or on the applicable packaging. Before application, Customer must inspect the BioTag, its snap-fit opening and the attachment component. Customer must not apply a component that is excessively cold, brittle, cracked, deformed, damaged or otherwise unsuitable for installation. Where the Documentation requires conditioning following cold storage or transport, Customer must allow the component to reach the specified application-temperature range for the stated minimum period before application.

Following application, Customer must inspect the fit of the BioTag and the condition of the animal and must perform reasonable periodic checks for loose, damaged or missing BioTags. If unusual breakage, detachment or animal injury occurs, Customer must discontinue use of the affected components or batch where reasonably necessary to prevent further harm and promptly notify BioCV.

Customer is responsible for maintaining reasonable procedures to identify missing BioTags and for undertaking prompt and reasonable searches to locate and recover lost or detached BioTags and their components. Customer must collect and secure recovered components, prevent their uncontrolled entry into feed, water, bedding, manure or slurry systems, soil, machinery, waste streams or the environment, and handle, recycle or dispose of them in accordance with the Documentation and applicable law.

10. Fees, Taxes, and Billing

10.1 Prices and Taxes. Fees are exclusive of value-added tax (VAT) and other applicable taxes and third-party charges. Customer is responsible for VAT and similar taxes (other than taxes on BioCV's income). Where the reverse-charge mechanism applies, Customer will self-account for VAT and provide a valid VAT identification number. Taxes are shown separately on invoices. Customer will provide an accurate VAT identification number and any electronic-invoicing address, routing information, or other account information reasonably required by applicable law. BioCV may issue invoices electronically, including through any format, platform, or network required by applicable law.

10.2 Payment Method. Unless otherwise stated in an Order, payment is by credit card. You authorize BioCV to charge the card on file for all fees and taxes.

10.3 Subscriptions and Usage Charges. Fixed subscription fees are charged automatically at the start of the applicable billing period and are payable in advance unless an Order states otherwise. Usage-based fees calculated under Sections 10.4 and 10A are calculated after the applicable monthly billing period and charged monthly in arrears, unless the Order expressly states another billing and reconciliation method. Fees are non-refundable except as expressly stated in this Agreement.

10.4 Fees by Customer Type. Fee models are stated in the Order and vary by customer type: (a) producers and other end users (e.g., farmers) are billed monthly for metered animals according to each Site's Coverage Status as set out in Section 10A, except that where the associated ear tag was purchased for a one-time upfront fee that includes the related access, no recurring per-animal fee applies for that ear tag; and (b) integrators and other customers that build or offer solutions using BioCV data through the API are not currently charged for API usage, although BioCV may introduce or change API fees for future periods - which may depend on usage - on notice under Sections 10.6 and 10.7. BioCV's system records constitute prima facie evidence of the applicable count or usage, subject to Customer's right to receive reasonable supporting information and correction of verified errors, and BioCV will show the applicable count or usage on the invoice and may correct a verified error through a credit or adjustment on a later invoice.

10.5 Invoice Disputes. Customer must notify BioCV in writing of any invoice dispute within thirty (30) days after the invoice date, with reasonable detail; undisputed amounts remain payable when due. BioCV will correct verified errors, including latent calculation errors, by credit or adjustment.

10.6 Price Changes. For month-to-month access, BioCV may change recurring or usage-based fees on at least fifteen (15) days' notice, effective no earlier than the next billing period. Customer may terminate the affected Service before the change takes effect. Any committed pricing expressly stated in an Order controls for the stated period.

10.7 Introductory Pricing; Commencement of Fees. BioCV may offer introductory access at no charge or at a reduced or usage-based fee as stated in the Order. If the Order states the post-introductory fee and commencement date, BioCV may begin charging that fee on that date without further consent or reminder. Otherwise, BioCV will obtain Customer's acceptance of the new fee before charging it.

10.8 Hardware Fees. Hardware fees are due in full in advance, before shipment, unless the parties agree otherwise in an Order.

10A. Metering and Charges by Coverage Status

The Order states the Monthly Reference Price for each animal equipped with an eligible BioTag (see Section 2). The applicable billing method depends on whether the relevant Site or barn is classified as Fully Covered or Partially Covered. This Section 10A governs how usage-based fees are calculated; Section 10.4 states which customers are charged.

(a) Fully Covered Sites — Two-Second Interval Billing. The pricing method in this subsection (a) applies exclusively to a Site for which: (1) Customer has supplied BioCV with accurate and reasonably sufficient information about the Site and its relevant operating areas, including a sketch, floor plan, diagram, photographs or substantially equivalent documentation; (2) BioCV itself has prepared the site-specific Deployment Plan for the placement, installation, power, connectivity and operation of the BioNodes and other receivers; and (3) the installation has been carried out, and the Hardware continues to be installed and operated, materially in accordance with the Deployment Plan prepared by BioCV. Merely achieving technical receiver coverage does not qualify a Site for the Fully Covered pricing method. All the preceding requirements must be satisfied and must continue to be satisfied; otherwise, the Site will be classified and billed as Partially Covered under subsection (b). For a qualifying Fully Covered Site, the Monthly Reference Price is converted into a rate for each two-second Telemetry interval (the “Interval Rate”), calculated as Monthly Reference Price ÷ 30.5 ÷ 43,200; accordingly, the Interval Rate equals the Monthly Reference Price divided by 1,317,600 potential two-second intervals. A “Billable Interval” occurs when BioCV's systems receive and record a valid, non-test and non-duplicate ear-tag Telemetry data window attributable to a BioTag associated with a Customer animal during the relevant two-second interval. No more than one Billable Interval may be counted for the same animal during the same two-second interval, including where more than one device is associated with that animal. The charge for a Fully Covered Site is calculated by multiplying the Interval Rate by the total number of Billable Intervals recorded during the billing period; charges therefore reflect the qualifying Telemetry actually received and recorded by BioCV.

(b) Partially Covered Sites — Full Daily Charge. The two-second interval-based billing method in subsection (a) does not apply to a Partially Covered Site. For purposes of billing a Partially Covered Site, an animal is an Active Animal for a Day (as defined in Section 2) if BioCV's systems receive and record at least one valid, non-test and non-duplicate Telemetry data window attributable to that animal during that Day. For each Active Animal at a Partially Covered Site, BioCV will invoice the full daily charge, calculated as Monthly Reference Price ÷ 30.5. The full daily charge applies regardless of whether BioCV receives one or multiple qualifying Telemetry data windows from that animal during the relevant Day. Each animal may be counted no more than once per Day; a physical device may count toward no more than one Active Animal during the same Day, regardless of any reassignment during that Day; and devices designated as test or evaluation devices will not be counted. If BioCV does not receive any valid, non-test and non-duplicate Telemetry data window attributable to an animal during a Day, that animal will not be invoiced for that Day under this subsection.

(c) Coverage Classification and Changes. A Site qualifies as Fully Covered only while all the requirements in subsection (a) remain satisfied. A Site will be classified as Partially Covered if, among other things: (1) BioCV has not received accurate and reasonably sufficient documentation of the Site; (2) BioCV has not prepared the applicable Deployment Plan; (3) the installation was not carried out materially in accordance with the Deployment Plan prepared by BioCV; (4) the BioNodes, receivers or related Hardware are not operated materially in accordance with that Deployment Plan; or (5) the Site layout, animal-use areas, building materials, receiver locations, power supply or connectivity have materially changed without BioCV preparing an updated Deployment Plan and the installation being adapted accordingly. Customer must notify BioCV before making any material change that may affect the Deployment Plan or Coverage Status. BioCV may update the Deployment Plan and prospectively reclassify the Site where the installation, Site conditions or actual receiver coverage materially changes. A Site will qualify again for Fully Covered pricing only after BioCV has prepared the applicable updated Deployment Plan and the installation has been carried out and is operated materially in accordance with that updated plan. Coverage Status is used to determine the applicable billing method; classification as Fully Covered does not constitute a guarantee of uninterrupted reception, perfect connectivity or complete data capture.

(d) Billing Period, Calculation and Rounding. For purposes of these calculations, a Day (as defined in Section 2) means the period from 00:00:00 through 23:59:59 UTC. For Fully Covered Sites, BioCV calculates charges using the total number of Billable Intervals recorded during the billing period. For Partially Covered Sites, BioCV calculates charges using the total number of Active-Animal Days recorded during the billing period. Calculations are performed using sufficient decimal precision; BioCV aggregates the applicable Billable Intervals and Active-Animal daily charges before rounding the resulting invoice line to the smallest applicable currency unit. The final amount invoiced may vary according to: (1) the Coverage Status of the Site; (2) the number of Billable Intervals at a Fully Covered Site; (3) the number of Active-Animal Days at a Partially Covered Site; (4) the number of days in the billing period; and (5) the applicable rounding rules. For continuous receipt of all 43,200 expected daily intervals throughout an average period of 30.5 days at a Fully Covered Site, the resulting charge per animal will approximately equal the Monthly Reference Price.

11. Late Payment and Suspension

11.1 Failed or Overdue Payment. If a payment fails or any amount is overdue, BioCV may retry the payment method, suspend or restrict access, and condition restoration on full payment. Except as the parties agree in an Order, BioCV is not required to provide a grace period.

11.2 Interest. BioCV may charge default interest on overdue amounts from the due date at the statutory rate under § 288 BGB or, where an overriding mandatory provision requires a different rate, at the rate required by that provision, and may claim further damages caused by the delay.

11.3 Collection Costs. Customer is responsible for reasonable collection costs, including reasonable attorneys' fees, incurred to collect overdue amounts.

11.4 Suspension. BioCV may immediately suspend or restrict any Service, without liability, for non-payment, breach of this Agreement, suspected unlawful or unauthorized use, security or operational risk, a governmental or regulatory request, or to protect BioCV, the Services, or others. BioCV may provide notice when reasonably practicable and may condition restoration on cure, payment, and reasonable assurances.

12. Hardware: Delivery, Risk of Loss, Returns, and Security Interest

12.1 Scope. This Section applies only where Hardware is supplied under an Order.

12.2 Delivery and Passing of Risk. Delivery terms are stated in the Order. For deliveries to entrepreneurs, unless otherwise agreed, the risk of accidental loss or deterioration passes to Customer upon handover of the Hardware to the carrier, freight forwarder, or other person designated to carry out the shipment (§ 447 BGB). Partial deliveries reasonable for Customer are permitted.

12.3 Retention of Title. Title to the Hardware passes to Customer only upon full payment of all amounts due under the applicable Order (retention of title / Eigentumsvorbehalt). For entrepreneurs, an extended and prolonged retention of title applies: Customer may resell reserved Hardware only in the ordinary course of business and hereby assigns to BioCV, by way of security and in advance, the claims arising from such resale; BioCV accepts that assignment. Customer will not pledge or transfer reserved Hardware as security before title passes and will notify BioCV without undue delay of any third-party access to reserved Hardware. BioCV will release securities at Customer's request to the extent their realizable value exceeds the secured claims by more than 10%. The extended retention of title applies to the extent recognized by the law applicable at the location of the Hardware; where local law provides a different or lesser security right, that right applies to the maximum extent permitted.

12.4 Inspection and Returns (RMA). Customer must inspect Hardware promptly and report shipping damage to the carrier and BioCV immediately. Any claim that Hardware materially failed to conform to the accepted Order at delivery must be submitted within ten (10) Business Days after delivery. All returns require BioCV's prior written authorization and an RMA number; unauthorized returns may be refused.

12.5 Remedy Exclusions. No return, repair, replacement, refund, or other remedy applies to loss, defect, damage, or non-performance caused in whole or in part by misuse, accident, improper handling or installation, unauthorized modification, external influences, third-party equipment, ordinary wear, failure to follow Documentation, or conditions outside specification. For clarity, the exclusions in this Section include damage, detachment, breakage or non-performance caused or increased by improper application or animal restraint; use of an applicator or attachment component not supplied or approved as required by Section 9; storage, transport, conditioning or application outside the specified environmental limits; application of a visibly brittle, cracked, deformed or damaged component; placement through an anatomical structure identified in the Documentation as unsuitable; or failure to follow the applicable application and inspection instructions.

12.6 Resale and Authorized-Device Restrictions. Hardware is supplied subject to the authorized-use, resale, and interoperability restrictions in Section 5A, which apply regardless of the passage of title under Section 12.3, to the extent permitted by applicable law.

13. Hardware Warranty and Disclaimer

13.1 Statutory Rights for Defects (Gewährleistung). Customer has the statutory rights for defects in the Hardware, subject to this Section. The primary remedy is subsequent performance (Nacherfüllung) by repair or replacement, at BioCV's choice; if subsequent performance ultimately fails, is unreasonable, or is seriously and finally refused, Customer may reduce the price or, for a non-minor defect, withdraw from the affected Order, and may claim damages within the limits of Section 23. For entrepreneurs, the limitation period for defect claims is twelve (12) months from delivery, except where the law prescribes a longer mandatory period (including for fraudulently concealed defects, an assumed guarantee, or under §§ 438(1) No. 2, 445b, or 479 BGB). To the extent applicable to Customer under German law, Customer's commercial duty to examine the Hardware and notify BioCV of defects under § 377 HGB applies.

13.2 Scope of Warranties. Except for the statutory rights for defects in Section 13.1 and any guarantee of quality (Garantie) expressly given by BioCV in writing, and to the extent permitted by law as against entrepreneurs, BioCV gives no further warranties and does not warrant uninterrupted, error-free, or loss-free operation. Public statements, marketing, demonstrations, and samples do not constitute a guarantee of quality unless expressly designated as such in writing. Mandatory statutory rights remain unaffected.

13.3 Firmware Updates and Support. BioCV will provide security updates and vulnerability handling only to the extent and for the period required by mandatory law (including the EU Cyber Resilience Act (Regulation (EU) 2024/2847) when and as it applies). Functionality updates and other support are provided only as expressly stated in an Order or at BioCV's discretion. Except as stated in this Section or an Order, BioCV has no other maintenance, compatibility, or end-of-life-notice obligation, and BioCV will address a safety recall to the extent required by applicable law.

14. Data Rights, Privacy, and Data Processing

14.1 Ownership. As between the parties, you retain all right, title, and interest in Customer Data.

14.2 License to BioCV. Customer grants BioCV and its subprocessors a non-exclusive, worldwide, royalty-free license to host, collect, use, reproduce, modify, transmit, display, and otherwise process Customer Data as necessary to provide, secure, support, bill for, and improve the Services; comply with law; enforce this Agreement; and create and use Aggregated Data. The license continues as reasonably necessary for retention, backup, deletion, legal compliance, and dispute purposes after termination. BioCV processes personal data within Customer Data as a processor on Customer's documented instructions under the DPA (Annex B), except that BioCV acts as an independent controller for its own account administration, billing, fraud prevention, security, and legal-compliance purposes as described in the Privacy Notice. The improvement of the Services is carried out only through Aggregated Data under Section 14.3 or on a lawful basis outside the processor relationship.

14.3 Aggregated and Deidentified Data; Agreed Purposes. BioCV may create and use Aggregated Data, and may use readily available non-personal product data and related-service data, solely for the following agreed purposes: (a) providing, operating, securing, maintaining, supporting and billing for the Services; (b) developing, testing, improving and benchmarking the Services, Hardware, firmware, algorithms and analytical models; (c) creating and publishing statistics, research and benchmarking outputs in a form that does not identify Customer, a farm, household or individual; (d) demonstrating the capabilities of the Services in de-identified form; and (e) complying with law and enforcing this Agreement. BioCV will not use such data for other purposes without Customer's agreement, will not use it to derive insights into Customer's economic situation, assets or production methods beyond what the agreed purposes require, and will not use it to develop a connected product that competes with the connected product from which the data originates. As between the parties, BioCV owns Aggregated Data. BioCV will maintain it in a form that does not identify and cannot reasonably be used to re-identify Customer, a farm, household, or individual, will not attempt re-identification except to test de-identification or as permitted by law, and will impose recipient restrictions to the extent required by applicable law. BioCV may continue using Aggregated Data after termination. BioCV's use of non-personal product data and related-service data remains subject to the mandatory provisions of Regulation (EU) 2023/2854 (Data Act), including Customer's non-waivable access and sharing rights and any statutory restrictions on using such data, and to Annex D; nothing in this Section overrides those mandatory provisions.

14.4 Privacy and Data Processing Agreement. Where BioCV processes personal data on your behalf in connection with the Services, the Data Processing Agreement at Annex B (“DPA”), which reflects Article 28 GDPR, is automatically incorporated into and forms part of this Agreement, without the need for separate signature. Personal data is otherwise processed in accordance with BioCV's Privacy Notice, made available at or before the point of collection (for example, at sign-up).

14.5 International Data Transfers. BioCV GmbH primarily processes Customer personal data within the EEA. Processing locations and any subprocessors are identified in BioCV's current subprocessor list. Any transfer to a third country not covered by an EU adequacy decision is made only under appropriate safeguards (Article 46 GDPR), primarily the applicable module or modules of the EU Standard Contractual Clauses adopted by Commission Implementing Decision (EU) 2021/914, completed and entered into by the relevant data exporter and importer, including Annexes I and II (and Annex III where applicable), together with any required transfer impact assessment. Until such a valid transfer mechanism is in place, no transfer to that third country will occur.

14.6 Applicable Data Protection Law. BioCV's data-protection obligations are governed by the GDPR and applicable Data Protection Law (including the German Federal Data Protection Act (BDSG) and other applicable national data-protection law of the relevant EU Member State), as set out in the DPA (Annex B), which governs those obligations.

14.7 Customer Export Responsibility. During the Subscription Term, Customer may use any standard self-service export functionality BioCV then makes available. BioCV has no obligation to create a custom, continuous, or post-termination export except as required by law or expressly stated in an Order. Any agreed manual, migration, or custom export assistance may be charged at BioCV's then-current rates. Customer is responsible for exporting needed Customer Data before termination. This Section is subject to Customer's non-waivable data-access and portability rights and the switching provisions under the EU Data Act, as set out in Annex D.

15. Security and Security Incidents

15.1 Security Measures; No Guarantee. BioCV will maintain reasonable administrative, technical, and organizational safeguards consistent with generally accepted industry standards appropriate to the nature of the data and the Services, and to the extent required by applicable law and the DPA. Annex C describes general categories of measures and is not a warranty that a Security Incident will not occur. Customer is responsible for its environment, accounts, permissions, endpoints, backups, and access governance.

15.2 Security Incidents. BioCV will notify Customer of a confirmed Security Incident affecting Customer's personal data only to the extent and within the time required by applicable law or the DPA, and may provide information in phases as it becomes reasonably available. Notice is not an admission of fault or liability. Except where law requires BioCV to act, Customer is responsible for determining and making any notice to individuals, regulators, or other third parties.

16. Intellectual Property, Customer Results, Platform Improvements, Patent Rights, and Feedback

16.1 BioCV Technology. As between the parties, BioCV retains all right, title, and interest in and to the Services and all related technology, including the Hardware and its designs, Firmware, Software, APIs, Documentation, data structures, interfaces, workflows, processes, methods, functionality, features, architectures, algorithms, models, know-how, inventions, and modifications and improvements of the foregoing (“BioCV Technology”). BioCV Technology includes technology owned by or licensed to BioCV GmbH that is patented or unpatented, published or unpublished, public or confidential, and that BioCV GmbH, or an authorized distributor or licensee acting under its authority, offered, provided, used, demonstrated, or documented before the relevant Customer development, or that BioCV GmbH conceived, reduced to practice, or developed before that development or independently of it without use of Customer Confidential Information.

16.2 Customer Results. As between the parties, Customer owns Customer Data and Customer's study protocols, study designs, analyses, reports, products, processes, inventions, and results created through Customer's lawful use of the Services (“Customer Results”), excluding BioCV Technology and BioCV Platform Improvements. Customer Results include independently developed pharmaceutical, biological, veterinary, agricultural, and other application-specific inventions that do not claim, reproduce, incorporate, modify, or restrict the operation or exploitation of BioCV Technology.

16.3 BioCV Platform Improvements. “BioCV Platform Improvement” means any modification, adaptation, derivative work, improvement, or other development of or to BioCV Technology that is created through access to, use, testing, observation, benchmarking, analysis, copying, modification, or reverse engineering of BioCV Technology, including any feature, method, process, workflow, interface, model, algorithm, data-collection method, or system functionality based on or incorporating BioCV Technology. A Customer Result is not a BioCV Platform Improvement merely because Customer used lawfully generated Customer Data in developing that Customer Result, provided the Customer Result does not claim, reproduce, incorporate, modify, or restrict BioCV Technology.

16.4 Licence of Platform Improvements. Customer retains any rights it lawfully holds in a BioCV Platform Improvement, but grants BioCV GmbH a perpetual, irrevocable, worldwide, fully paid, royalty-free, non-exclusive, transferable, and sublicensable licence under that BioCV Platform Improvement and every associated Patent Right to develop, make, have made, use, modify, improve, provide, support, license, distribute, offer, sell, import, export, and otherwise exploit BioCV Technology. Nothing in this Section changes the identification of the actual human inventors required by applicable law.

16.5 Blocking Patent Rights. “Patent Rights” means all worldwide patents, utility models, patent applications, provisional applications, continuation, divisional, continuation-in-part, reissue, re-examination, extension, foreign-counterpart, and similar rights, and every claim of any of them. “Covered Customer Party” means Customer, any Affiliate of Customer, any employee, engaged consultant or engaged contractor of Customer or of a Customer Affiliate, and any other person acting on Customer's behalf or under Customer's control, in each case only with respect to Patent Rights that Customer owns or controls (as described in Section 16.9), including a Patent Right a successor or transferee obtained from or through Customer subject to Section 16.9. A “Blocking Patent Right” means a Patent Right owned or controlled by a Covered Customer Party (including one filed, prosecuted or acquired by it) that: (a) claims, covers, reproduces, incorporates, or is directed to BioCV Technology or a BioCV Platform Improvement; (b) arises from copying, reverse engineering, benchmarking, observation, testing, analysis, or use of BioCV Technology or BioCV Confidential Information outside the rights expressly granted under this Agreement; (c) would be infringed by BioCV's or a Protected Person's continued development, manufacture, provision, operation, support, maintenance, modification, improvement, sale, licensing, distribution, or authorized use of BioCV Technology that existed, was offered, demonstrated, documented, conceived, reduced to practice, or was under development before the relevant Customer development or filing; or (d) would otherwise enable Customer or another person to prevent or materially restrict BioCV from continuing to provide, develop, commercialize, or improve BioCV Technology because of a Customer development made through access to or use of the Services. “Protected Persons” means BioCV GmbH, BioCV Inc., and any manufacturer, contractor, service provider, distributor, licensee, customer, or authorized user acting through or under the authority of BioCV GmbH, in each case solely in connection with the authorized development, manufacture, provision, distribution, support, licensing, or use of BioCV Technology owned by or licensed to BioCV GmbH.

16.6 Filing, Prosecution, Publication, and Assertion Restrictions. Customer will not, and will not authorize, direct, encourage, or assist another person to: (a) assert, threaten to assert, license for assertion, sell for assertion, or otherwise enforce a Blocking Patent Right against a Protected Person; or (b) publish or disclose BioCV Confidential Information or non-public BioCV Technology in a study, paper, presentation, preprint, patent application, patent, regulatory submission, product description, or other disclosure without BioCV's prior written consent. These restrictions apply regardless of whether the relevant subject matter is first disclosed through a study, scientific publication, presentation, patent filing, published patent application, confidential or unpublished patent application, issued patent, product, or commercial process.

16.7 Notice and Review. At least thirty days before Customer files a patent application or makes a planned publication that might reasonably (a) disclose non-public BioCV Technology or BioCV Confidential Information, (b) describe or claim a BioCV Platform Improvement, or (c) contain a claim reasonably expected to constitute a Blocking Patent Right, Customer will provide BioCV with confidential written notice and sufficient information for BioCV to assess its rights. BioCV may require removal of its Confidential Information and may request a reasonable publication delay, not exceeding sixty additional days, to permit BioCV to seek patent or other protection. Review or failure to object does not waive BioCV's ownership, licence, non-assert, confidentiality, or other rights.

16.8 Backup Licence and Covenant Not to Sue. Without limiting the licence granted in Section 16.4, Customer grants, and shall — to the extent it can legally grant or procure, per Section 16.9 — cause each Covered Customer Party to grant, every Protected Person a perpetual, irrevocable, worldwide, fully paid, royalty-free, transferable, and sublicensable licence under every Blocking Patent Right to make, have made, use, offer, sell, import, export, modify, improve, distribute, provide, support, and otherwise exploit BioCV Technology. Customer irrevocably covenants, and shall — to the same extent — cause each Covered Customer Party to covenant in writing, not to assert or assist in asserting any Blocking Patent Right against a Protected Person. The licence and covenant arise automatically when the Blocking Patent Right is created, acquired, filed, or otherwise becomes owned or controlled by a Covered Customer Party, and survive termination of this Agreement. This Section creates no obligation regarding rights of unaffiliated third parties outside Customer's control (Section 16.9); any broader arrangement is reserved for a separately negotiated research or development agreement.

16.9 Personnel, Affiliates, Contractors, and Transfers. Customer's obligations under this Section apply only to Patent Rights and Platform Improvements that Customer owns or controls, meaning rights Customer holds or has the present or future right to obtain, assign, license or bind by non-assertion (including through its Affiliates and its and their employees and engaged contractors and consultants). Customer will ensure through written agreements that its Affiliates and its and their employees and engaged contractors and consultants to whom Customer provides access to BioCV Technology are bound, to the extent legally permissible, by obligations sufficient to give effect to Sections 16.4 and 16.8. Where mandatory employee-invention law (including the German Employee Inventions Act (ArbnErfG) and equivalent mandatory employee-invention laws of other EU Member States) prevents an advance grant or waiver, Customer shall comply with the applicable statutory procedures, lawfully claim or acquire the relevant rights when available, satisfy any mandatory inventor-remuneration obligations, and then procure the required licences and non-assertion covenants. Customer is responsible for compliance by its Affiliates and by persons acting on its behalf or at its direction; Customer is not strictly responsible for an unaffiliated third party outside its control, provided Customer did not authorize, facilitate or induce the relevant act and used commercially reasonable efforts to impose the required written obligations before granting access. Customer will not transfer a Blocking Patent Right it owns or controls unless the transfer is expressly subject to the licences and covenants granted here and the transferee assumes the applicable obligations in writing. Any broader research, invention-assignment or blocking-patent arrangement — including with research organizations or other persons beyond those identified above — is not created by these Terms and will be addressed, if at all, in a separately negotiated research or development agreement or statement of work.

16.10 Further Assurances. Customer will promptly disclose any actual or potential Blocking Patent Right and, at Customer's expense, execute documents and take actions reasonably requested by BioCV to confirm, perfect, record, or enforce a licence, covenant, or other right under this Section.

16.11 Independent Customer Inventions. Nothing in this Section transfers ownership of an invention that Customer demonstrates was developed independently, without use of BioCV Confidential Information or non-public BioCV Technology, and that neither claims nor incorporates BioCV Technology and would not restrict a Protected Person's continued exploitation of BioCV Technology. The fact that an invention uses Customer Data generated through the ordinary authorized operation of the Services does not alone make it a BioCV Platform Improvement.

16.12 No Joint Ownership. No joint ownership arises unless expressly established in a written statement of work signed by both parties before the relevant development begins. Any such statement of work must address inventorship, ownership, prosecution control, costs, licensing, enforcement, and each party's freedom to operate.

16.13 Feedback. Customer may submit feedback. BioCV may use feedback without restriction or obligation, provided Customer does not include personal data, third-party confidential information, or information that Customer is not authorized to disclose.

16.14 Remedies, Survival, and Non-Waiver. A breach of this Section may cause irreparable harm for which monetary damages are inadequate. BioCV and each affected Protected Person may seek injunctive relief, specific performance, correction of ownership records, and recovery of reasonable attorneys' fees and enforcement costs, to the extent permitted by law, in addition to other available remedies. This Section survives expiration or termination. No Order, statement of work, or other agreement modifies any provision of this Section 16 unless it expressly identifies each subsection being modified and is signed by an authorized legal representative of BioCV GmbH.

17. Third-Party Intellectual-Property Claims

17.1 No BioCV Indemnity. BioCV provides no defense, indemnity, warranty, or other obligation for any third-party intellectual-property claim. If BioCV believes a Service may be subject to a claim, BioCV may suspend, modify, replace, or terminate the affected Service. If BioCV terminates a paid Service solely for this reason, Customer's exclusive remedy is a prorated refund of prepaid, unused recurring fees for that Service, subject to Section 23.

17.2 Exclusions. BioCV has no responsibility for a claim arising from Customer Data, third-party products or combinations, modifications not made by BioCV, use outside the Documentation or this Agreement, continued use after notice to stop, or Customer's specifications or instructions.

18. Confidentiality

18.1 Obligations. Each party will protect the other's Confidential Information using at least reasonable care and will use it only to perform under this Agreement. Confidentiality obligations continue during the term and for three (3) years thereafter, except that Confidential Information that is a trade secret remains protected for as long as it qualifies as a trade secret under applicable law. A Recipient may disclose Confidential Information to its employees, contractors, and professional advisers who need to know it for purposes of this Agreement and are bound by confidentiality obligations at least as protective, and the Recipient remains responsible for their compliance. Notwithstanding the period above, BioCV will protect Customer Data for as long as it retains Customer Data.

18.2 Compelled Disclosure. A party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where permitted and cooperates in seeking protective treatment.

18.3 Retention. A Recipient may retain Confidential Information to the extent required by law, its bona fide recordkeeping requirements, or routine backups, subject to the continuing protections of this Section. Customer Data is otherwise handled under Section 21.4 and the DPA. Neither party is required to remove information from backups before their ordinary deletion cycle.

19. Export Controls and Sanctions

You will comply with all applicable export control and economic sanctions laws, including Regulation (EU) 2021/821 (dual-use items), EU and Member State sanctions, and, where applicable, U.S. export laws. You will not use, export, or re-export the Services in violation of such laws, and you will provide information reasonably required for compliance.

20. Changes to the Services and These Terms

20.1 Changes. BioCV may propose changes to the Services, Documentation, referenced policies, or these Terms on at least thirty (30) days' notice (by email, in-app message, or posting to the applicable account), or on shorter notice where reasonably necessary for law, security, or misuse prevention. For this month-to-month Edition, changes to these Terms take effect only upon Customer's affirmative acceptance; if Customer does not accept a proposed change, BioCV may continue under the existing Terms until the end of the current billing period and then terminate or offer a successor agreement. Changes required by mandatory law apply as required by that law.

21. Term, Renewal, and Termination

21.1 Term. This European Union B2B Edition (v1.25 - effective 10 August 2026) applies when Customer affirmatively accepts it through the LISA web or mobile application, another electronic acceptance flow, or in writing. It governs Customer's subsequent access to and use of the Services and Orders placed after acceptance, unless an Order expressly provides otherwise. An Order does not need to restate or attach these Terms. Access is month-to-month with no minimum or annual term. Customer may terminate effective at the end of a calendar month by notice before the last day of that month. BioCV may terminate for convenience effective at the end of the current billing period on notice, and may terminate or suspend immediately for material breach, non-payment, security or operational risk, illegality, or misuse. This Edition is superseded when Customer accepts successor terms; if Customer does not accept them, BioCV may end access. If BioCV terminates without Customer breach before the end of a prepaid billing period, BioCV will refund prepaid, unused recurring fees for that period. Hardware, setup, usage, professional-service, and other one-time fees are non-refundable except as expressly stated in Section 13.1 or an Order.

21.2 BioTag Orders. Commercial details for BioTag ear tags and any connected subscription, including quantity, price, delivery, taxes, and term, may be stated in the checkout process, a quote, an Order confirmation, or an invoice. Those transaction records do not need to restate or attach these Terms. These Terms govern where accepted before the applicable transaction, except to the extent the parties expressly agree otherwise in writing.

21.3 Applicability; Existing Agreements. This Edition applies only where it is affirmatively accepted on or after its effective date and governs the accepting customer's access, use, and Orders from that acceptance onward. It has no retroactive effect and does not by itself apply to, or replace, transactions already completed or individually negotiated agreements already in force. A separately negotiated written agreement signed by both parties continues to apply to the extent it expressly deviates from these Terms. Section 20 (Changes) continues to govern amendments, including any reacceptance required for a material adverse change by a customer that has already accepted this Edition.

21.4 Effect of Termination. Upon termination, access ceases and all unpaid amounts become immediately due. Customer must export needed Customer Data before termination; BioCV has no post-termination access or export obligation except as required by law. BioCV may delete Customer Data or convert it into Aggregated Data after termination in accordance with its then-current retention and backup practices and the DPA. Where the EU Data Act applies, Customer has at least thirty (30) days after termination or the agreed switching date to retrieve its data, and BioCV will delete the data only after that retrieval period, as set out in Annex D. Provisions that by nature should survive, including Sections 5A, 13 through 19, and 21 through 28 and the DPA, survive.

22. Disclaimer of Warranties

22.1 No Further Warranties. Except for the statutory rights for defects (Section 13.1), any guarantee expressly given in writing, and rights that cannot be excluded or limited by law, and to the maximum extent permitted as against entrepreneurs, BioCV provides the Services, Software, API, Documentation, Telemetry, AI Outputs, and Beta features without further warranties and does not warrant uninterrupted, secure, error-free, or loss-free operation, or that data or outputs will be complete or accurate. Mandatory statutory rights remain unaffected.

23. Limitation of Liability

23.1 Unlimited Liability. BioCV is liable without limitation for damages arising from injury to life, body, or health caused by BioCV, its legal representatives, or vicarious agents; for intent and gross negligence; under the German Product Liability Act (Produkthaftungsgesetz) and other applicable mandatory product-liability law; to the extent BioCV has assumed a guarantee of quality (Garantie); and in any other case where liability is mandatory and cannot be limited by law.

23.2 Simple Negligence; Cardinal Duties. For damages caused by simple (ordinary) negligence, BioCV is liable only where a material contractual obligation (cardinal duty) has been breached - an obligation whose fulfilment is essential to the proper performance of this Agreement and on whose observance Customer may regularly rely. In that case, BioCV's liability is limited to the foreseeable damage typical for this type of contract.

23.3 Aggregate Cap. Except for the cases of unlimited liability in Section 23.1, BioCV's aggregate liability arising out of or relating to this Agreement is limited, per twelve (12)-month period, to the greater of (a) the fees paid or payable to BioCV for the affected Service or Hardware in the twelve (12) months before the event giving rise to liability or (b) EUR 25,000.

23.4 Indirect Damages. To the maximum extent permitted by law and subject to Section 23.1, BioCV is not liable for indirect or consequential damages, lost profit, loss of production or animals, business interruption, or loss of data that could have been avoided by Customer's proper and regular data backup.

23.5 Customer-Controlled Risks; Backup. Customer is responsible for regular data backup and for Site conditions, installation, power, connectivity, third-party equipment, animal-management decisions, and human or expert review of outputs. BioCV is not liable to the extent loss results from those matters or from Customer's acts or omissions. Subject always to Section 23.1, BioCV is not liable to the extent that injury, death or other physical damage to an animal, or resulting property or environmental damage, is caused or increased by Customer's animal handling, restraint, selection of the application location, application or removal of a BioTag, use of an unapproved applicator or attachment component, improper storage or temperature conditioning, failure to inspect the BioTag or animal, or failure to locate, recover, secure or lawfully dispose of a lost BioTag or component. This includes incorrect placement through an artery or other blood vessel, or through any cartilage, nerve or other anatomical structure that the Documentation identifies as unsuitable. This paragraph does not limit liability that cannot lawfully be excluded and does not alter Section 23.1.

23.6 Personnel. The limitations and exclusions in this Section also apply to the personal liability of BioCV's legal representatives, employees, and vicarious agents.

23.7 Customer Obligations Not Limited. This Section does not limit Customer's payment obligations, Customer's indemnification obligations, Customer's liability for breach of Section 16, or Customer's filing, ownership, transfer, prosecution, or assertion of a Blocking Patent Right.

23.8 No-Charge Access. For access provided at no charge (including free trials, pilots, and evaluations), BioCV is liable only in the cases of unlimited liability in Section 23.1 (in particular intent and gross negligence), to the extent permitted by law.

24. Indemnification by Customer

24.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless BioCV and its personnel from third-party claims and resulting losses, liabilities, costs, reasonable attorneys' fees, and (only to the extent legally recoverable and permitted) regulatory penalties, in each case to the extent causally resulting from: Customer Data; Customer's or an authorized user's use of the Services, Hardware, Telemetry, or AI Outputs; installation, Site conditions, animals, or third-party equipment under Customer's control; Customer's or an authorized user's improper or Documentation-noncompliant physical application, placement, inspection, removal or recovery of a BioTag; Customer's use of an unapproved applicator or attachment component; Customer's failure to follow the applicable storage, temperature-conditioning, animal-restraint, application or inspection instructions; Customer's abandonment or improper disposal of a BioTag or any component; Customer's failure, after becoming aware that a BioTag or component is missing, to undertake reasonable recovery measures or prevent its uncontrolled environmental release; Customer's breach of this Agreement or applicable law; Customer's negligence or willful misconduct; any filing, ownership, prosecution, transfer, threatened assertion, or assertion of a Blocking Patent Right by Customer, its Affiliates, personnel, contractors, successors, or a person that obtained the relevant Patent Right from or through Customer; or Customer's breach of Section 16. This obligation does not apply to the extent a claim is finally determined to have been caused by BioCV's gross negligence or willful misconduct or to the extent prohibited by law.

24.2 Procedure. BioCV will provide reasonably prompt notice of an indemnified claim, subject to no forfeiture except to the extent Customer is materially prejudiced. Customer controls the defense and settlement with counsel reasonably acceptable to BioCV, but may not settle in a manner that admits fault by, imposes a non-monetary obligation on, or fails to fully release BioCV without BioCV's written consent. BioCV may participate with counsel at its own expense.

25. Governing Law and Forum

25.1 Governing Law. This Agreement and any dispute arising out of or relating to it or the Services are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods and conflict-of-laws rules that would require application of another law. This choice of law does not exclude overriding mandatory provisions applicable under Article 9 of Regulation (EC) No 593/2008 (Rome I), or other mandatory European Union or national provisions that cannot validly be excluded in a business-to-business agreement.

25.2 Place of Jurisdiction. For Customers established in Germany, the courts of Bochum, Germany, have exclusive jurisdiction only where Customer is a merchant, a legal person under public law, a special public-law fund, or another statutory basis permits the jurisdiction agreement. For Customers established in another Member State of the European Union, the parties agree that the courts of Bochum, Germany, have exclusive jurisdiction to the extent permitted by Article 25 of Regulation (EU) No 1215/2012 and applicable law. Electronic acceptance of these Terms, together with BioCV's acceptance record, is intended to constitute an electronic communication providing a durable record of this jurisdiction agreement. BioCV may also bring proceedings at Customer's general place of jurisdiction. Mandatory exclusive venues remain unaffected.

25.3 Interim Relief. Nothing in this Section prevents either party from seeking interim or injunctive relief before any court of competent jurisdiction.

26. Dispute Resolution

26.1 Amicable Resolution; Courts; Interim Relief. The parties will first attempt to resolve any dispute amicably. Failing that, disputes are subject to the courts designated in Section 25.2. Either party may nonetheless apply to any competent court for interim or injunctive relief, including to address a breach or threatened breach of Section 16, unauthorized access, technical circumvention, or misuse of intellectual property or Confidential Information, or the filing, transfer, prosecution, threatened assertion, or assertion of a Blocking Patent Right. The parties may agree in an Order to resolve disputes by arbitration under the Arbitration Rules of the German Arbitration Institute (DIS), with seat in Bochum and proceedings in English.

27. Order of Precedence

If there is a conflict, the following order of precedence applies only to the conflicting subject matter: (1) a separately negotiated written agreement signed by both parties, to the extent it expressly deviates from these Terms; (2) the Order, but only for a provision that expressly identifies a deviation from these Terms; (3) the DPA for data-protection matters; and (4) these Terms. Neither issuing an Order nor an invoice, by itself, creates terms that conflict with or modify these Terms. Documentation, the LISA Service and Data Description, and other policies create contractual commitments only to the extent the specific provision is expressly incorporated by these Terms or an Order. Marketing materials do not create contractual commitments. The DPA controls data-protection matters unless a written amendment to the DPA signed by both parties expressly states otherwise. The controlling language is English.

28. Miscellaneous

28.1 Force Majeure. BioCV is not liable for delay, interruption, data loss, or failure caused by events beyond its reasonable control, including natural disaster, severe weather, fire, epidemic, labor dispute, war, terrorism, civil unrest, governmental action, supply shortage, cyberattack, utility failure, carrier failure, internet interruption, or power shortfall. Customer payment obligations are not excused.

28.2 Assignment. Customer may not assign or transfer this Agreement or an Order without BioCV's prior written consent. BioCV may assign or transfer this Agreement, in whole or in part, in connection with financing, reorganization, merger, acquisition, or sale of business or assets, and may otherwise assign on notice. Any prohibited assignment is void.

28.3 Severability. If any provision is held invalid or unenforceable, the remainder remains in full force and effect, and the applicable statutory rules apply in place of the invalid provision; the parties are not deemed to have agreed a replacement term beyond what the law provides.

28.4 No Waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.

28.5 Notices. Operational notices may be sent to the contacts in the account or Order. Formal legal notices must be in text form and may be given by email or by post to the other party (for BioCV: BioCV GmbH, Attn: Legal, Rüsingstrasse 45, 44894 Bochum, Germany, and legal@biocv.org; for Customer: the account administrator or the address in the Order). A notice is effective upon actual receipt, which for post or courier may be evidenced by delivery tracking. Customer must keep its contact details current, unless a stricter form is required by law.

28.6 Relationship of the Parties. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

28.7 Language. The authoritative version of this Agreement is English. BioCV may provide a translation (for example, German) for convenience; in case of conflict the English version prevails, except where mandatory local law requires otherwise.

28.8 Amendments. Except for the change mechanism in Section 20, amendments must be in writing and, where applicable, agreed by both parties.

28.9 Entire Agreement. This Agreement, together with any separately negotiated written agreement signed by both parties, any Order, the incorporated DPA, the then-current LISA Service and Data Description and other Documentation expressly incorporated by an Order or these Terms, and referenced policies, is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous understandings on that subject.

28.10 Claim Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CLAIM ACCRUED. THIS LIMIT DOES NOT APPLY TO: CLAIMS UNDER SECTION 23.1 (INCLUDING INJURY TO LIFE, BODY, OR HEALTH, INTENT, GROSS NEGLIGENCE, OR PRODUCT LIABILITY); FRAUD OR FRAUDULENT CONCEALMENT; MANDATORY STATUTORY DEFECT-LIMITATION PERIODS; CLAIMS UNDER DATA-PROTECTION LAW; BIOCV'S CLAIMS FOR UNPAID FEES; OR ANY CLAIM FOR WHICH APPLICABLE LAW PROHIBITS A SHORTENED PERIOD.

28.11 Limited Third-Party Beneficiaries. Each Protected Person is an intended third-party beneficiary solely with respect to the rights and remedies expressly granted under Sections 16.6 and 16.8 through 16.14 and may enforce those provisions in its own name. BioCV's personnel are also beneficiaries to the extent expressly protected under Sections 23 and 24. Except for those limited rights, this Agreement creates no third-party-beneficiary rights. BioCV Inc. is not otherwise a party, provider, guarantor, or obligor under this Agreement.

Annex A - RMA (Return Merchandise Authorization) Guidelines

Report transport damage immediately to the carrier and to BioCV.
Obtain an RMA number before returning any Hardware.
Pack Hardware adequately and include a description of the fault.
Ship authorized returns only to the address BioCV provides with your RMA; request the current return address from info@biocv.org and returns@biocv.org before shipping.
BioCV may accept an authorized return and determine any remedy only as provided in Section 13.1 or an applicable Order.

This DPA forms part of the Agreement and applies whenever BioCV processes personal data on Customer's behalf. Terms such as controller, processor, personal data, processing, and personal data breach have the meanings given in the GDPR. In case of conflict on data-protection matters, this DPA prevails.

B.1 Roles. Customer is the controller and BioCV is the processor with respect to personal data processed on Customer's behalf under the Agreement. Each party will comply with the GDPR and applicable Data Protection Law, including the German Federal Data Protection Act (BDSG) and other applicable national data-protection law.

B.2 Subject Matter, Nature, Purpose, and Duration. BioCV processes personal data to provide, maintain, secure, and support the Services as described in the Agreement and the Order. Nature of processing: hosting, collection, storage, transmission, analysis, and display of livestock-management and account data. Duration: until deletion or return of the personal data under Section B.10.

B.3 Categories of Data and Data Subjects. Personal data: account and contact details, credentials, usage and log data, and any personal data Customer inputs or that is collected through Customer's use of the Services. Data subjects: Customer's personnel, authorized users, contractors and consultants, veterinarians and agricultural professionals, and other contacts Customer includes. Customer will not provide special categories of personal data (Article 9 GDPR) unless expressly agreed.

B.4 Customer Instructions. BioCV processes personal data only on Customer's documented instructions (including as set out in the Agreement and the Order), unless required otherwise by EU or Member State law, in which case BioCV will inform Customer unless the law prohibits it. BioCV will inform Customer if, in its opinion, an instruction infringes applicable Data Protection Law.

B.5 Confidentiality. BioCV ensures that persons authorized to process personal data are bound by an appropriate duty of confidentiality.

B.6 Security (Article 32). BioCV implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as described in Annex C, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing.

B.7 Sub-processors. Customer grants a general authorization for BioCV to engage sub-processors. BioCV will inform Customer of any intended addition or replacement of a sub-processor at least thirty (30) days in advance (via the subprocessor list or email), and Customer may object on reasonable data-protection grounds; if an objection cannot be resolved, Customer may terminate the affected Service. BioCV imposes data-protection obligations on each sub-processor that are equivalent to those in this DPA and remains responsible for its sub-processors. BioCV maintains a current list of sub-processors and makes it available (on request or via a designated page).

B.8 Data-Subject Rights. Taking into account the nature of the processing, BioCV assists Customer by appropriate technical and organizational measures, insofar as possible, in fulfilling Customer's obligation to respond to requests to exercise data-subject rights under Chapter III GDPR. If BioCV receives such a request directly, it will forward it to Customer and not respond except on Customer's instructions or as legally required.

B.9 Assistance; Breach Notification. BioCV assists Customer in ensuring compliance with Articles 32 to 36 GDPR, taking into account the nature of processing and the information available to BioCV. BioCV will notify Customer without undue delay after becoming aware of a personal data breach affecting Customer's personal data and provide the information required under Article 33(2) GDPR.

B.10 Deletion and Return. At Customer's choice, BioCV will delete or return all personal data after the end of the provision of the Services and delete existing copies, unless EU or Member State law requires storage. Backup copies are deleted in the ordinary cycle and remain protected until deleted.

B.11 Audits and Records. BioCV makes available to Customer the information necessary to demonstrate compliance with Article 28 GDPR and allows for and contributes to audits, including inspections, by Customer or an auditor mandated by Customer, subject to reasonable notice, confidentiality, and protection of other customers' data; BioCV may satisfy such requests through current certifications or third-party audit reports where available. BioCV maintains records of processing under Article 30(2) GDPR.

B.12 International Transfers. BioCV GmbH primarily processes personal data within the EEA. Processing locations and any subprocessors are identified in BioCV's current subprocessor list. Any transfer to a third country occurs only in compliance with Chapter V GDPR, based on an adequacy decision or the applicable module or modules of the EU Standard Contractual Clauses adopted by Commission Implementing Decision (EU) 2021/914, completed and entered into by the relevant data exporter and importer, including Annexes I and II (and Annex III where applicable), together with any required transfer impact assessment. Until such a valid transfer mechanism is in place, no such transfer will occur.

B.13 Liability and Costs. Liability for data protection is governed by Article 82 GDPR and Section 23. BioCV may charge for assistance that exceeds standard Service functionality, except where the assistance is required because of BioCV's breach of this DPA.

B.14 Conflict. In case of conflict on data-protection matters, this DPA prevails over the rest of the Agreement.

Annex C - Security Measures

BioCV maintains a risk-based security program designed to provide reasonable protection for personal data as required by applicable law. Measures may change as technology, risk, and the Services evolve. No measure guarantees that a Security Incident will not occur, and BioCV does not represent that it holds any particular certification unless expressly stated in an Order.

Encryption in transit and, where BioCV determines appropriate to the risk, at rest.
Role-based access controls and multi-factor authentication where appropriate to the risk.
Network, vulnerability, logging, monitoring, and patch-management controls appropriate to the Services.
Incident-response, backup, recovery, and secure-deletion processes appropriate to the risk.
Personnel confidentiality and reasonable vendor/subprocessor oversight.

Annex D - EU Data Act and Switching Schedule

This Schedule addresses Regulation (EU) 2023/2854 (Data Act) for the connected products and related services and, where applicable, data-processing services. Where the Data Act applies, its mandatory provisions prevail over any conflicting term of this Agreement. If the BioCV group qualifies for an exemption (e.g., the connected-product micro/small-enterprise exemption under Article 7), BioCV will state that in the Order; the exemption depends on actual group headcount, turnover, ownership, and linked/partner enterprises and is not assumed.

D.1 Data Generated. The categories, formats, estimated volumes, collection arrangements, export methods, retention periods, and other relevant characteristics of data generated through the standard Services are described in the then-current LISA Service and Data Description, made available to Customer with these Terms before acceptance at https://biocv.info/legal/lisa-service-description. That description identifies, to the extent required by the Data Act, the exportable data and digital assets, any excluded internal, derived, or enriched data categories and the legally permitted basis for their exclusion, the access and export method, format, and frequency, and the storage location, retention period, and estimated data volume. A Customer-specific Order or addendum is required only for material deviations, bespoke functionality, or customer-specific commitments.

D.2 Storage and Access. Storage location and retention are as described in the LISA Service and Data Description or Privacy Notice. Customer (as user) may access readily available product data, related-service data, and associated metadata through the access method BioCV makes available, and may request that BioCV make such data available to a third party of Customer's choice, subject to personal-data and trade-secret safeguards.

D.3 Safeguards; Excluded Data. Access and sharing are subject to protection of personal data (including third-party data) and of trade secrets. BioCV is not required to disclose derived insights, proprietary algorithms, internal or enriched data, or other material beyond readily available data required by the Data Act. Trade-secret protections and exclusions are applied only to the extent and in the manner the Data Act permits and do not override Customer's non-waivable statutory access and sharing rights; where BioCV withholds or restricts specific data as a trade secret, it will identify the data concerned and the necessary protection measures to the extent the Data Act requires.

D.3a Trade-Secret and Access Procedure. The following procedure applies to access and sharing requests under this Annex: (i) Request and verification - Customer (or its authorized third party) submits a verified request to support@biocv.org identifying the data sought; BioCV acknowledges within five (5) Business Days. (ii) Protective measures - before disclosing data containing trade secrets, BioCV identifies the trade secrets concerned and may require proportionate, agreed protective measures (for example confidentiality undertakings, technical access controls, use limitations); Customer and any receiving third party must implement the agreed measures before and while receiving the data. (iii) Withholding threshold - BioCV may refuse or suspend access to specific data only where, despite the agreed measures, BioCV can demonstrate that it is highly likely to suffer serious economic damage from the disclosure of a specific trade secret, or where another Data Act ground applies. (iv) Substantiated notice - any refusal, suspension or restriction will be given in writing without undue delay, will identify the data concerned and will substantiate the ground relied on. (v) Authority notification - where the Data Act requires, BioCV will notify the competent authority designated under the Data Act of a refusal or suspension. (vi) Challenge route - Customer may challenge a refusal, suspension, restriction or protective-measure decision by complaint to the competent authority or before the competent courts, or through a certified dispute-settlement body where available; this Annex does not limit those rights. (vii) Timing - where no ground for refusal applies, BioCV grants access without undue delay and, where feasible, within the timelines stated in the Documentation.

D.4 Switching. On request, BioCV will support switching to another provider or to Customer's own systems, including transitional assistance and export of exportable data and digital assets in a structured, commonly used, and machine-readable format. Customer may initiate switching on no more than two (2) months' notice, or any shorter period provided elsewhere in this Agreement. Following the notice period, the maximum standard transition period is thirty (30) calendar days. If completion within that period is technically unfeasible, BioCV will notify Customer within fourteen (14) working days, explain the technical reasons, and specify an alternative transition period not exceeding seven (7) months. Customer may request one extension of the transition period as permitted by the Data Act. BioCV will provide information reasonably necessary for Customer's exit strategy, notify Customer of known risks to service continuity, and maintain reasonable security and business-continuity measures throughout switching.

D.5 Retrieval and Deletion. Customer has at least thirty (30) days after termination or the agreed switching date to retrieve its exportable data and digital assets. BioCV deletes the data after the retrieval period, subject to legal retention requirements.

D.6 Charges. Any switching charges before 12 January 2027 are limited to the reduced amounts permitted by the Data Act and are stated in the Order; BioCV currently does not impose switching charges. From 12 January 2027, BioCV will not impose switching charges, to the extent the Data Act so requires.

D.7 Transparency. BioCV publishes, at https://biocv.info/legal/data-act, the information required by the Data Act regarding the jurisdiction of the ICT infrastructure used for processing and the technical, organizational, and contractual measures to prevent or challenge unlawful international governmental access to non-personal data.

Terms of Service and End User Agreement — European Union Business Customers — Version 1.25, effective 10 August 2026. Contracting entity: BioCV GmbH.