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Terms of Service and End User Agreement (United States)

LISA — IoT Hardware, Software & API

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These US Terms of Service (v1.26 - effective 10 August 2026) apply when Customer affirmatively accepts them through the LISA web or mobile application, another electronic acceptance flow, or in writing, are provided on a month-to-month basis, and are superseded when Customer accepts BioCV's successor terms. 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 Inc., 1805 Collaboration Place, Suite 1250, Ames, Iowa 50010 (“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 Consent. YOU CONSENT TO RECEIVE COMMUNICATIONS FROM BIOCV IN ELECTRONIC FORM (E.G., THIS AGREEMENT, ORDERS, NOTICES, DISCLOSURES, AND INVOICES) AND AGREE THAT SUCH ELECTRONIC COMMUNICATIONS SATISFY ANY LEGAL REQUIREMENT THAT COMMUNICATIONS BE IN WRITING. THIS AGREEMENT IS EXECUTED AND ACCEPTED ELECTRONICALLY UNDER THE FEDERAL ESIGN ACT AND APPLICABLE STATE LAW (INCLUDING THE IOWA UNIFORM ELECTRONIC TRANSACTIONS ACT).

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 for internal business and professional use. They are not directed to consumers, and you represent that you are entering into this Agreement for business purposes and not as a consumer.

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.

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 information) 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.

“Authorized BioCV Planner” means either: (a) BioCV Inc. itself; or (b) BioCV GmbH, acting solely as BioCV Inc.'s specifically designated technical service provider for the preparation or updating of a Deployment Plan. No Customer, installer, reseller, contractor, other Affiliate or third party qualifies as an Authorized BioCV Planner merely because BioCV reviews, approves, accepts or comments on that person's work.

“Deployment Plan” means a site-specific, dated and version-identified installation plan prepared by an Authorized BioCV Planner for the placement, installation, power, connectivity and operation of BioNodes and other receivers at a Site. The Deployment Plan must be issued by BioCV Inc. or issued by BioCV GmbH expressly on behalf of BioCV Inc. 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. BioCV GmbH’s preparation, updating or delivery of a Deployment Plan as an Authorized BioCV Planner does not make BioCV GmbH a party, provider, guarantor or joint obligor under this Agreement; BioCV Inc. remains the sole contracting party and provider to Customer.

“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) an Authorized BioCV Planner 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. A Deployment Plan prepared by a Customer, installer, reseller, contractor or other third party does not qualify a Site merely because BioCV reviews, approves, accepts or comments on it. Customer must notify BioCV before making any material change to the Site layout, building materials, relevant animal-use areas, receiver locations, power or connectivity. An Authorized BioCV Planner may update the Deployment Plan, and BioCV Inc. may 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 U.S. federal holidays.

“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 at any time. 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 23.5.

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.

5A.5 Direct Reception of BioTag Telemetry Through Non-BioCV Hardware. Except as expressly authorized by BioCV in an Order, the Documentation, an integration agreement, or another written or electronic authorization, 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, or export 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, or circumvent any authentication, encryption, device-identification, access-control, or other technical-protection measure used by BioCV.

This Section does not prohibit Customer from using Customer Data lawfully made available through the Software, a permitted API, an authorized integration, or an export function for Customer's permitted internal business purposes, including use of that 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.

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 has no support or compatibility obligation for non-BioCV hardware or an unauthorized integration and is not responsible for any failure, interference, interruption, data gap, corruption, security issue, inaccurate output, or damage to the extent caused by such hardware or 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”).

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 an Authorized BioCV Planner's 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 or by an Authorized BioCV Planner acting on BioCV's behalf.

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 Inc., BioCV GmbH or a reseller expressly authorized by either entity. An approved attachment component is a male pin, stud, thorn, snap-fit component or other attachment part supplied or expressly approved in writing by BioCV Inc. or BioCV GmbH. An attachment component supplied through a reseller qualifies only where that component has been approved by BioCV Inc. or 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 exclude taxes and third-party charges. You are responsible for applicable sales, use, or similar taxes (other than taxes on BioCV's net income). Taxes are billed separately unless you provide a valid exemption certificate.

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 records control absent manifest error, 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 fifteen (15) days after the invoice date, with reasonable detail, or the invoice is deemed accepted to the fullest extent permitted by law. Customer must pay all amounts when due. BioCV may issue a credit or adjustment for a verified error.

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) an Authorized BioCV Planner 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 that Deployment Plan. Merely achieving technical receiver coverage does not qualify a Site for the Fully Covered pricing method. A Deployment Plan prepared by a Customer, installer, reseller, contractor or other third party does not qualify a Site merely because BioCV reviews, approves, accepts or comments on it. 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) an Authorized BioCV Planner has not prepared the applicable Deployment Plan; (3) the installation was not carried out materially in accordance with the Deployment Plan prepared by an Authorized BioCV Planner; (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 an Authorized BioCV Planner 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. An Authorized BioCV Planner may update the Deployment Plan, and BioCV Inc. may 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 an Authorized BioCV Planner 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 interest on overdue amounts from the due date at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

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 Risk of Loss. Delivery terms are stated in the Order. Unless otherwise agreed, Hardware is shipped F.O.B. BioCV's shipping point, and risk of loss passes to you upon delivery of the Hardware to the carrier. Partial deliveries may occur.

12.3 Title and Security Interest. Title to Hardware passes to you upon BioCV's receipt of full payment. Until full payment is received, you grant BioCV a purchase-money security interest in the Hardware under the Uniform Commercial Code, and you authorize BioCV to file UCC-1 financing statements to perfect that interest. You will cooperate in executing documents reasonably necessary to perfect it.

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 Limited Hardware Warranty. BioCV warrants that, for twelve (12) months from delivery, the Hardware will be free from material defects in materials and workmanship under normal use. For a valid, timely warranty claim, BioCV will, at its option, repair or replace the affected Hardware or refund the price paid for the affected unit after its authorized return; this is Customer's sole and exclusive remedy under this warranty. A defect in materials or workmanship that exists at delivery but remains latent is covered if it is discovered during the warranty period and reported to BioCV promptly after discovery. This warranty does not cover a defect or damage to the extent caused by the matters listed in Section 12.5. The delivery-conformity claim process in Section 12.4 also applies.

13.2 Hardware Disclaimer. TO THE FULLEST EXTENT PERMITTED BY IOWA CODE SECTION 554.2316 AND OTHER APPLICABLE LAW, AND EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 13.1 AND BIOCV'S TRANSFER OF TITLE UNDER SECTION 12.3, BIOCV DISCLAIMS ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DURABILITY, COMPATIBILITY, PERFORMANCE, RESULTS, TITLE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS EXAMINED THE HARDWARE OR HAD A REASONABLE OPPORTUNITY TO DO SO. MARKETING, DEMONSTRATIONS, SAMPLES, AND ORAL STATEMENTS DO NOT CREATE A WARRANTY.

13.3 Firmware Updates and Support. BioCV will provide security and functionality updates for the Firmware for twenty-four (24) months after delivery of the Hardware. After that period, updates and support are provided at BioCV's discretion or as required by an Order or applicable law. 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 affiliates and 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.

14.3 Aggregated and Deidentified Data. BioCV may create, use, disclose, license, and commercialize Aggregated Data for any lawful purpose. 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.

14.4 Privacy and Data Processing Agreement. Where BioCV processes personal information on your behalf in connection with the Services, the Data Processing Agreement at Annex B (“DPA”) is automatically incorporated into and forms part of this Agreement, without the need for separate signature. Personal information 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 and its affiliates and subprocessors may process Customer Data in the United States and other countries. Where a data transfer mechanism is legally required, the parties will implement one as described in the DPA, and BioCV will provide a copy on request.

14.6 California and State Privacy. To the extent applicable, BioCV's obligations as a “service provider” or “processor” under the California Consumer Privacy Act, as amended (“CCPA”), the Iowa Consumer Data Protection Act, and other applicable U.S. state privacy laws are set out in the DPA (Annex B), which governs those obligations. Whether any particular state law applies is determined by that law's own scope and thresholds.

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.

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 information 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 and its Affiliates retain 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 that is patented or unpatented, published or unpublished, public or confidential, and technology that BioCV or an Affiliate offered, provided, used, demonstrated, documented, conceived, reduced to practice, or developed before the relevant Customer 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 Assignment of Platform Improvements. Customer hereby assigns to BioCV Inc. all right, title, and interest that Customer now or later acquires in each BioCV Platform Improvement, including all associated patent rights and applications. BioCV Inc. may assign or license those rights to BioCV GmbH or another BioCV Affiliate. To the extent an assignment is prohibited, ineffective, or unavailable, Customer grants BioCV Inc. and its Affiliates a perpetual, irrevocable, worldwide, exclusive, fully paid, royalty-free, transferable, and sublicensable licence to exercise all such rights. Nothing in this Section changes the identification of the actual human inventors required by applicable patent 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 Inc., BioCV GmbH and their Affiliates, successors, suppliers, manufacturers, contractors, service providers, distributors, integration partners, licensees, customers, and authorized users.

16.6 Filing, Prosecution, Publication, and Assertion Restrictions. Customer will not, and will not authorize, direct, encourage, or assist another person to: (a) file, prosecute, maintain, acquire, or amend a Patent Right so that it includes a Blocking Patent Right; (b) assert, threaten to assert, license for assertion, sell for assertion, or otherwise enforce a Blocking Patent Right against a Protected Person; or (c) 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 assignment 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 through 16.10. Where mandatory law (including applicable employee-invention law) prevents an advance grant or waiver, Customer shall comply with the applicable statutory procedures, lawfully claim or acquire the relevant rights when available, 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, prosecute, defend, or enforce an assignment, licence, covenant, or other right under this Section. If Customer fails to execute a required document after reasonable notice, Customer appoints BioCV as its attorney-in-fact solely to execute that document to the extent permitted by law. This appointment is coupled with an interest and is irrevocable to the extent permitted by law.

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 may seek injunctive relief, specific performance, correction of ownership records, and recovery of its reasonable attorneys' fees and enforcement costs, 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 Inc.

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, affiliates, 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 U.S. export control and economic sanctions laws (including those administered by the U.S. Department of Commerce and the Office of Foreign Assets Control). 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 change the Services, Documentation, referenced policies, or these Terms on at least fifteen (15) days' notice by email, in-app message, or posting to the applicable account, or on shorter notice when reasonably necessary for law, security, or misuse prevention. For month-to-month access, an update takes effect on the date stated in the notice, no earlier than the next billing period unless law requires otherwise. Any material adverse change to these Terms — including at least a material change to the dispute-resolution or arbitration provisions, the liability provisions, the intellectual-property provisions, the data-use provisions, fees, the term, warranties, or the scope of the Services — takes effect for an existing Customer only upon Customer's affirmative reacceptance through the acceptance flow described in Section 1.3; continued use alone does not constitute acceptance of such a change. For other updates, continued use after the effective date constitutes acceptance to the extent permitted by law. Customer may avoid an update by terminating before it takes effect.

21. Term, Renewal, and Termination

21.1 Term. These US Terms of Service (v1.26 - effective 10 August 2026) apply when Customer affirmatively accepts them through the LISA web or mobile application, another electronic acceptance flow, or in writing. They govern 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 or discontinue access at any time on notice and may do so immediately for non-payment, breach, risk, misuse, or legal or regulatory reasons. These Terms are 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. These Terms apply only where they are affirmatively accepted on or after their effective date and govern the accepting customer's access, use, and Orders from that acceptance onward. They have no retroactive effect and do not by themselves 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 these Terms.

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. 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 Disclaimer. EXCEPT ONLY FOR THE EXPRESS LIMITED HARDWARE WARRANTY STATED IN SECTION 13.1, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES, HARDWARE, FIRMWARE, DOCUMENTATION, TELEMETRY, AI OUTPUTS, BETA FEATURES, SUPPORT, AND OTHER MATERIALS ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." BIOCV DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BIOCV DOES NOT WARRANT UNINTERRUPTED, SECURE, ERROR-FREE, OR LOSS-FREE OPERATION, OR THAT DATA OR OUTPUTS WILL BE COMPLETE OR ACCURATE.

23. Limitation of Liability

23.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOCV AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND PERSONNEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, PRODUCTION, ANIMALS, OR DATA; COST OF SUBSTITUTE PRODUCTS OR SERVICES; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

23.2 Aggregate BioCV Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOCV'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) FEES PAID OR PAYABLE TO BIOCV FOR THE AFFECTED SERVICE OR HARDWARE DURING THE THREE (3) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY OR (B) USD 1,000, AND IN NO EVENT WILL EXCEED USD 10,000. THIS CAP APPLIES ACROSS ALL CLAIMS, THEORIES, ORDERS, AND CLAIMANTS, AND REFUNDS OR CREDITS PAID FOR THE SAME EVENT COUNT TOWARD IT.

23.3 Mandatory Liability; Customer Obligations. Nothing in this Agreement limits BioCV's liability solely to the extent applicable law prohibits the limitation. No other carve-out or super-cap applies. The limitations applicable to BioCV do not limit Customer's payment obligations, indemnification obligations, willful infringement, unauthorized access, circumvention of controls, violation of Sections 5, 5A, or 19; Customer's breach of Section 16; Customer's filing, ownership, transfer, prosecution, or assertion of a Blocking Patent Right; or Customer's obligations to assign, license, cooperate, indemnify, reimburse enforcement costs, or comply with a covenant not to sue under Section 16.

23.4 Customer-Controlled Risks. Customer is responsible for backups, 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, Customer's acts or omissions, or failure to follow Documentation or maintain reasonable safeguards.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 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. NOTHING IN THIS PARAGRAPH EXCLUDES LIABILITY TO THE EXTENT IT CANNOT LAWFULLY BE EXCLUDED.

23.5 No-Charge Access Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOCV'S TOTAL AGGREGATE LIABILITY FOR ALL NO-CHARGE ACCESS, TRIALS, PILOTS, OR EVALUATIONS WILL NOT EXCEED USD 100. SECTION 23.1 ALSO APPLIES.

24. Indemnification by Customer

24.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless BioCV, its affiliates, and their personnel from third-party claims and resulting losses, liabilities, penalties, costs, and reasonable attorneys' fees arising from or relating to: 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 THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR RELATING TO IT OR THE SERVICES ARE GOVERNED BY THE LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO ITS CONFLICT-OF-LAWS RULES.

25.2 SUBJECT TO SECTION 26 (ARBITRATION), AND EXCEPT FOR CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT, THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY PERMITTED COURT PROCEEDING ARE (A) THE STATE COURTS LOCATED IN STORY COUNTY, IOWA, AND (B) THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF IOWA, CENTRAL DIVISION, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION THERE.

25.3 The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

26. Binding Arbitration and Class-Action Waiver

26.1 EXCEPT FOR CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT AND CLAIMS FOR TEMPORARY OR INJUNCTIVE RELIEF REASONABLY NECESSARY TO STOP UNAUTHORIZED ACCESS, TECHNICAL CIRCUMVENTION, OR MISUSE OF INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION, OR TO ADDRESS A BREACH OR THREATENED BREACH OF SECTION 16 OR THE FILING, TRANSFER, PROSECUTION, THREATENED ASSERTION, OR ASSERTION OF A BLOCKING PATENT RIGHT, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE FINALLY SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION WILL TAKE PLACE IN AMES, IOWA, BEFORE A SINGLE ARBITRATOR, AND JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS SECTION.

26.2 Class-Action Waiver. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS.

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, to an affiliate or 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 effect, and the invalid provision will be replaced by a valid one that most closely reflects the parties' intent.

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 contacts in the account or Order. Formal legal notices to BioCV must be delivered to BioCV Inc., Attn: Legal, 1805 Collaboration Place, Suite 1250, Ames, Iowa 50010, with a copy to legal@biocv.org. Notices to Customer may be sent to the account administrator or an address in the Order. Customer must keep its contact details current. Email notice is effective when sent absent a bounce; courier notice is effective one Business Day after deposit; certified-mail notice is effective three Business Days after mailing.

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 U.S. Government End Users. The Software and Documentation are “commercial products” and “commercial computer software” under FAR 2.101 and are provided to U.S. Government end users only with the rights granted to all other end users under this Agreement, consistent with FAR 12.212 and DFARS 227.7202.

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 BIOCV'S CLAIMS FOR UNPAID FEES OR TO A CLAIM FOR WHICH APPLICABLE LAW PROHIBITS A SHORTENED PERIOD.

28.11 No Third-Party Beneficiaries. Except for (a) BioCV Affiliates and other indemnified or protected parties expressly identified in Sections 23 and 24, and (b) each Protected Person solely with respect to the rights expressly granted under Sections 16.8 through 16.10, this Agreement creates no third-party-beneficiary rights.

Annex A - RMA (Return Merchandise Authorization) Guidelines

1. Report transport damage immediately to the carrier and to BioCV.

2. Obtain an RMA number before returning any Hardware.

3. Pack Hardware adequately and include a description of the fault.

4. 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.

5. BioCV may accept an authorized return and determine any remedy only as provided in Section 13.1 or an applicable Order.

Annex B - Data Processing Agreement (DPA)

This DPA is automatically incorporated into the Agreement whenever BioCV processes personal information on Customer's behalf. Capitalized terms not defined here have the meanings in the Agreement or applicable law.

B.1 Roles. For personal information that BioCV processes on Customer's behalf to provide the Services, Customer is the controller/business and BioCV is the processor/service provider. Each party will comply with its obligations under applicable U.S. state privacy laws, including, to the extent applicable to that party and that processing, the CCPA and the Iowa Consumer Data Protection Act.

B.1a Roles by Activity. To the extent BioCV performs authentication, security monitoring, support, or incident investigation solely to operate the Services on Customer's behalf, BioCV acts as a processor/service provider. To the extent BioCV processes personal information for its own billing, fraud prevention, legal and regulatory compliance, corporate security, or recordkeeping purposes, BioCV acts as an independent controller or business, as described in the Privacy Notice. The remainder of this DPA applies only to personal information BioCV processes on Customer's behalf.

B.2 Scope, Purpose, and Instructions. To the extent performed solely on Customer's behalf, BioCV processes personal information as a processor/service provider for the following limited and specified business purposes: to create and administer user accounts; authenticate users; ingest and associate device Telemetry; display dashboards, analytics, and alerts; provide technical support; maintain and secure the Services; investigate misuse and Security Incidents; and, only where AI functionality is separately enabled and documented under Section 6B, display AI Outputs; and perform other processing expressly described in an Order and necessary to provide the ordered Services. Customer discloses personal information to BioCV only for these limited and specified business purposes. BioCV will process personal information only for these purposes and on Customer's documented lawful instructions, will not process it for any other purpose, and will provide the same level of privacy protection for such personal information as is required of businesses under applicable law. Customer may take reasonable and appropriate steps to help ensure that BioCV processes personal information consistent with Customer's obligations under applicable law and to stop and remediate unauthorized processing. Any additional processing occurs only on Customer's documented instructions.

B.3 Nature and Duration; Data Subjects and Categories. Nature of processing: hosting, collection, storage, transmission, analysis, and display of livestock-management and account data. Duration: the term plus the deletion period in Section B.11. Data subjects: Customer's personnel, authorized users, contractors and consultants, veterinarians and agricultural professionals, reseller or partner contacts, support contacts, and any individuals referenced in support tickets, notes, prompts, or materials Customer submits. Categories: account and contact details, credentials, usage and log data, and any personal information Customer chooses to input. Customer will not provide sensitive personal information except for account credentials and other categories expressly identified in the Agreement, an Order, or the Documentation and necessary to provide the Services.

B.4 Service-Provider / Processor Restrictions. BioCV will NOT: (a) sell or share personal information; (b) retain, use, or disclose it for any purpose other than the business purposes specified, or outside the direct business relationship, except as permitted by law; (c) combine it with personal information from other sources except as permitted by applicable law; or (d) process it outside the Agreement. BioCV certifies that it understands and will comply with these restrictions.

B.5 Confidentiality. BioCV ensures that personnel authorized to process personal information are bound by appropriate confidentiality obligations.

B.6 Security. BioCV will maintain reasonable security procedures and practices appropriate to the nature of the personal information, as required by applicable law. Annex C describes general categories of measures and does not create a guarantee or certification.

B.7 Subprocessors. Customer generally authorizes BioCV to use affiliates and subprocessors. BioCV will impose written data-protection obligations required by applicable law and remains responsible for subprocessor performance only to the extent required by applicable law or expressly stated in this DPA. A current list of subprocessors and processing locations is published at https://biocv.info/legal/subprocessors. Hosting and platform operations for BioCV Inc.'s customers are provided by BioCV GmbH, which owns and operates the LISA backend. BioCV has no advance-notice, objection, or termination obligation regarding a subprocessor unless applicable law requires it.

B.8 Security Incidents. BioCV will notify Customer of a confirmed Security Incident affecting Customer's personal information to the extent and within the time required by applicable law, and will provide information then reasonably available as required by law. BioCV may provide updates in phases. Notice is not an admission of fault or liability.

B.9 Legally Required Assistance. Taking into account the nature of processing and information available to BioCV, BioCV will provide assistance with verified consumer requests, required breach response, cybersecurity audits, risk assessments, and other controller obligations only to the extent required by applicable law. Customer will reimburse BioCV's reasonable costs for assistance beyond standard Service functionality, except to the extent the assistance is required because of BioCV's material breach of this DPA.

B.10 Data-Subject Requests. If BioCV receives a request from a data subject or consumer relating to Customer's personal information, BioCV will, unless legally prohibited, promptly forward it to Customer and not respond except on Customer's instructions or as legally required.

B.11 Deletion and Return. On Customer's lawful instruction, BioCV will delete or return personal information to the extent required by applicable law and technically reasonable without preventing the Services. After termination, BioCV deletes or de-associates related customer personal information no later than three months after termination, subject to legal retention requirements, consistent with the retention periods published in the Privacy Notice and the Service and Data Description. Backup data remains only until it expires under the documented backup-retention periods (for example, Firestore backups retained approximately 22 days; Cloud SQL backups and transaction logs retained seven days) and remains protected until deleted; if a backup is restored, previously completed deletion requests are reapplied. BioCV will certify deletion only if required by applicable law.

B.12 Compliance Evidence and Assessments. BioCV will provide information reasonably necessary to demonstrate compliance to the extent required by applicable law. BioCV may satisfy an assessment through questionnaires, summaries, or available third-party reports. Any further assessment must be legally required, no more than once in any twelve-month period unless required by a regulator or following a confirmed Security Incident, conducted on reasonable notice by a non-competitor under confidentiality duties, limited to relevant processing, and designed to avoid disruption and exposure of other customers' information or security-sensitive details. Customer will bear reasonable costs unless the assessment identifies a material BioCV breach.

B.13 International Transfers. If applicable law requires a transfer mechanism for a cross-border transfer performed under this DPA, the parties will use the legally required mechanism. BioCV will provide documentation only to the extent required by law.

B.14 Notice of Inability to Comply. BioCV will notify Customer if it determines that it can no longer meet its obligations under applicable privacy law, and Customer may take reasonable steps to stop and remediate unauthorized processing.

B.15 Remediation. On notice of unauthorized processing, BioCV will promptly take reasonable steps to stop and remediate it.

B.16 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 information 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.

1. Encryption in transit and, where BioCV determines appropriate to the risk, at rest.

2. Role-based access controls and multi-factor authentication where appropriate to the risk.

3. Network, vulnerability, logging, monitoring, and patch-management controls appropriate to the Services.

4. Incident-response, backup, recovery, and secure-deletion processes appropriate to the risk.

5. Personnel confidentiality and reasonable vendor/subprocessor oversight.

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Terms of Service and End User Agreement (United States) — Version 1.26, effective 10 August 2026. Contracting entity: BioCV Inc..