1. Definitions

1.1 Additional Terms of Use: the terms and conditions of third parties regarding the use of Third-Party Software and Equipment.

1.2 Agreement: the entirety of the separate agreement between Antonie and the Client regarding the use and maintenance of the Solutions and/or the rendering of other services that may be agreed upon, such as development activities, including any attachments thereto and these Terms of Use.

1.3 Clause: a clause in these Terms of Use.

1.4 Client: the legal entity that uses the Solutions on the basis of a (sub)license agreement, which includes (named) end users.

1.5 Confidential Information: Information is considered confidential if it is designated as such by one of the parties or stems from the nature of the information.

1.6 Consultancy: the consultancy services provided by Antonie related to the Solutions, and as agreed upon between the Parties in the Agreement.

1.7 Data: all the data, images, or other content and information submitted by the Client into the databases of the Solutions, including through use of the Equipment.

1.8 Development: the development of artificial intelligence technology or software by Antonie, and as agreed upon between the Parties in the Agreement.

1.9 Equipment: any hardware, tool, scanner or device provided or recommended for use with the Solution, including but not limited to, laboratory instruments (e.g., centrifuges), image-capturing devices (e.g., the "Soil Cam") that enable the scanning, photographing, or otherwise digitizing of physical materials to be processed by the AI models incorporated in the Solutions.

1.10 Antonie: the private company with limited liability Antonie B.V., registered in the Chambers of Commerce under number 84322780, with its registered office in Amsterdam at Johan Huizingalaan 400, with postal code 1066 JS.

1.11 Intellectual Property Rights: all intellectual property rights, including but not limited to copyrights, database rights, trademark rights, tradename rights, design rights, know-how, and patent rights.

1.12 Parties: the Client and Antonie.

1.13- Saas-Service(s): the provision by Antonie of the Solutions, as well as any additional agreed-upon services such as Support, Development, Consultancy, and Maintenance.

1.14 Service Level Agreement (SLA): the agreement in which additional arrangements regarding management and maintenance are set out.

1.15 Software: the Software embedded in the Solutions, excluding Third-Party Software.

1.16 Solution: the cloud-based Life Monitor, Crop Monitor, SOIL CAM or other software product or platform developed by Antonie, which consists of various AI-software models, including Software and all Updates and/or Upgrades thereof.

1.17 Support: the first line of support for Clients, which entails providing answers to questions regarding the use and functionality of the Solutions.

1.18 Terms of Use: these Terms of Use.

1.19 Third-Party Software: software (a) of which all or some of the Intellectual Property Rights are not vested in Antonie and/or (b) where Antonie is unable to demand certain developments to or modifications of the Solutions.

1.20 Update: an improved version of the Solutions in which a possible error has been resolved.

1.21 Upgrade: a new version of the Solutions, which contains a change in functionality or new functions of the Solutions.

2. Applicability of these Terms of Use and Additional terms of use

2.1 Unless expressly agreed otherwise in writing, these Terms of Use will apply to all offers, as well as all Agreements and other legal relationships with Antonie. The applicability of any other general terms and conditions or stipulations of the Client is expressly excluded.

2.2 To the extent the performance of the Agreement also involves the supply of software and/or services of third parties, the relevant general or other terms and conditions of the third parties in question will apply. The use of Third-Party Software or third-party services may require a separate agreement with such third party or may be subject to Additional Terms of Use.

2.3 Agreements that are concluded electronically (e.g., by email) or by telephone are only concluded after Antonie has confirmed an instruction or order by the Client in writing (e.g., by email). Verbal agreements are only valid if and after Antonie has explicitly confirmed them in writing (e.g., by email).

2.4 If there is any mutual discrepancy, the following order of precedence applies (more specific comes before general): (1) Agreement, (2) these Terms of Use, (3) additional Terms of Use, and (4) the Service Level Agreement.

3. Description and Use of the Solutions

3.1 Antonie shall provide the Client access to the Solutions in accordance with the conditions described in the Agreement. If required for the use of the Solutions, Antonie will provide the Client with all information necessary for the use of the Solutions, such as login credentials and required configurations. The Client shall handle such identification data with due care and shall keep this information confidential. In the event of loss, theft, and/or other forms of unauthorized use, the Client shall notify Antonie without delay, so that the parties can take appropriate measures to prevent misuse and unlawful access. Please note that end users of legal entities in which the Client holds more than 50% of the voting power or economic interest are considered part of the Client organization and are allowed access to and may use the Solutions. This does not include other affiliates (such as joint ventures or participations with less than 50% voting power or economic interest), unless agreed upon otherwise.

3.2 The Solutions are made available to the Client on the basis of reasonable efforts within commercial boundaries. Clients are allowed to use the Solutions in accordance with these Terms (and new versions thereof) for their own legitimate purposes only and are not entitled to grant access to the third-parties in any way. The Client is responsible for its use of the Solutions.

3.3 In the event the Client does not comply with these Terms of Use, the use of the Solutions may be (temporarily) suspended or the Agreement may be terminated with immediate effect. In no event will such suspension or termination be grounds for any reimbursement, compensation, or damages.

4. Responsibilities

4.1 The Solutions will be provided in the condition it is in at that time. However, the Solutions are continuously enhanced, further developed, and refined by adding functionalities to the Solutions through Upgrades that are made available from time to time.

4.2 The provision of the Solutions depends on several factors that are out of the span of control of Antonie. More particularly, the Client acknowledges that:

a. the provision and/or undisturbed operation of the Solutions are dependent on external (physical) factors, such as internal and external networks and Third Party Software. Given these dependencies, no guarantee can be given that the Solutions will be available at all times and operate without interruption, will be without errors and will be free from defects, or that errors, defects, or interruptions can be corrected in Updates and/or Upgrades;

b. the proper functioning of the Solutions are dependent on the correct set-up and configuration of Client's IT environment and website, Client systems and the interfaces that enable an integral and adequate data exchange between the Solutions and the systems of the Client. The Client is responsible for adequate maintenance of its IT environment, systems, websites and interfaces;

c. the correct functioning of the Solutions is dependent on the information and Data provided by the Client and/or third parties. Consequently, Antonie cannot be held responsible for the accurateness and correctness of the information and data provided to the Solutions and displayed on the Solutions to the Client.

4.3 The Client is responsible for the correct and lawful use of the Equipment and ensuring that the Data is accurate, relevant and appropriate for processing and the Client understands that all outcomes and recommendations generated by the Solutions are dependent on the quality, relevance and integrity of the Data submitted by the Client. Antonie cannot be held accountable or liable for the inaccuracy, incompleteness or unlawfulness of the information and/or personal or other Data stored and used by using the Solutions, nor for a correct and unobstructed data transmission using the Solutions. The Client explicitly acknowledges and agrees that the Data submitted to the Solutions may become technically or practically inseparable from other data and system outputs, and that deletion or extraction may not be possible without significantly impairing the performance or reliability of the Solutions. Accordingly, the Client waives any right to request deletion or restriction of use of such Data after submission.

4.4 By using the Solutions, the Client acknowledges and agrees that AI-generated results are probabilistic and not guaranteed to be fully accurate, complete, or suitable for any particular use, the Client assumes all risks associated with reliance on such results and Antonie shall not be liable for any decisions made or actions taken based on the output of the AI Models, even if such decisions result in loss or damage.

5. Maintenance and Support

5.1 Unless Parties agreed otherwise in a Service Level Agreement (SLA), scheduled maintenance to the Solutions will be communicated in advance if possible. In case of unscheduled necessary maintenance to the Solutions (i.e. urgent maintenance due to critical issues regarding the Solutions) this maintenance will be performed as soon as possible, possibly without prior notice.

5.2 Scheduled and non-scheduled Updates and Upgrades could lead to a change in functionalities and/or features of the Solutions.

5.3 With regard to Third-Party Software, it is expressly stated that Antonie is not obliged to provide maintenance or support. Any applicable terms concerning such software are governed by the provisions of the Additional Terms of Use.

5.4 The Client is not entitled to any compensation for an adjustment to the Solutions as a result of an Update and/or Upgrade, or the necessary temporary suspension of the Solutions (or parts thereof).

6. Development

6.1 If Antonie agrees to Develop software by order of the Client, whether or not it is for the Client itself, Antonie shall perform this work with care and in accordance with the Agreement that has been approved by both Parties and based on the specifications agreed on by the Parties and based on possible information and documentation provided by the Client. The implementation will take place by Antonie in collaboration with the Client in accordance with the agreements made in the Agreement or another document. Unless the Parties have agreed to an acceptance scheme, the software provided and the services performed shall be deemed accepted as soon as the software is delivered ready to use and the services have been performed.

6.2 Unless the Parties have agreed otherwise, Antonie shall develop software in accordance with a development method based on developing (parts of) software in an iterative manner. Parties accept that in those methods the specifications of the software are not, or not completely, set in advance, and that those specifications may be modified in consultation during the process for, inter alia, the benefit of a next iteration. The software to be ultimately delivered by Antonie shall be delivered based on a best-effort obligation. The Client accepts the risk that the software may (therefore) not necessarily correspond to the initial specifications.

6.3 Unless the Parties have agreed otherwise, the responsibility for the project, to entail at least the management of the project and monitoring the progress thereof, lies with the Client. The Client shall ensure a permanent and active input of its organization as well as the cooperation of the relevant

(end)users. The Client safeguards the expeditiousness of its decisions taken during the development. In the absence of timely and clear decisions, the Client accepts the risk of delay in the development of software by Antonie.

7. Equipment

7.1 The Solutions may be used in combination with Equipment to facilitate the submission of Data to the Solutions. The Client shall use the Equipment in accordance with these Terms of Use and the applicable Additional Terms of Use. Any use of Equipment, whether provided by Antonie or third parties is at the Client’s sole risk. Antonie cannot guarantee the proper functioning of any Equipment, nor that such Equipment will be free of defects, faults, or interruptions. Any malfunction, damage, or defect in the Equipment shall not give rise to any liability on the part of Antonie. Antonie disclaims all warranties, express or implied, regarding the Equipment, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Consultancy

8.1 If agreed in the Agreement, Antonie will provide the Client with Consultancy services related to the Solutions. The Solutions may be used in combination with Equipment to facilitate the submission of Data to the Solutions. The Client shall use the Equipment in accordance with these Terms of Use and the applicable Additional Terms. Any use of Equipment, whether provided by Antonie or third parties is at the Client’s sole risk. Antonie cannot guarantee the proper functioning of any Equipment, nor that such Equipment will be free of defects, faults, or interruptions. Any malfunction, damage, or defect in the Equipment shall not give rise to any liability on the part of Antonie. Antonie disclaims all warranties, express or implied, regarding the Equipment, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.2 If Antonie provides Consultancy services, these services and results shall be deemed to have been given solely for the benefit of the Client and based on the Data provided by the Client. Advice is provided based on the Data provided by the Client. The Client warrants the accuracy and completeness of the Data provided by it to Antonie. The Client is not entitled to disclose the advice and results or the associated data to third parties or make it available to third parties, unless (a) Antonie has expressly given its consent to this in writing, (b) the Client has paid the fee/wage due to Antonie for the advice and (c) the Client has agreed with the Third Party(ies) that Antonie accepts no responsibility vis-à-vis the Third Party(ies) with respect to the content of the advice.

8.3 If the Consultancy services include education programs, workshops or training, Antonie reserves the right, without providing reasons and/or any obligation to pay compensation, to change confirmed education data or change or combine education programmes or, in the worst case scenario, cancel these if there is (among other things) insufficient interest or a teacher is not available (any longer). Antonie aims to inform the Client before the start of the program, workshop, or training. In the event of cancellation by the Client (and/or its employees) within five (5) business days of the start of the education program, workshop, or training, the full cost will be charged. At the first opportunity, the registered participant may, however, take the same course given by Antonie at a later stage if Antonie agrees in writing, for which additional fees may be charged. The course material provided may be retained by the Client. All Intellectual Property Rights to this material are held by Antonie and/or third parties. Reproduction of the materials is prohibited.

9. Fees and payment

9.1 All amounts and rates quoted by Antonie are in euros and exclude VAT and other government levies or charges. The amounts due for the use of the Solutions and other services are specified in the Agreement.

9.2 If Antonie performs additional work at the Client’s request, Antonie will perform that work at its then-current hourly rates on the basis of subsequent calculation.

9.3 Antonie reserves the right to change its rates and fees annually per calendar year based on the most recent CBS “Services Price Index”. Antonie will inform the Client of any price changes at least two (2) months prior to the change. In addition, Antonie is entitled to at all times to pass on demonstrable price increases from third parties and other suppliers of Antonie to the Client.

9.4 Unless otherwise agreed in writing, the Client will pay the fees due, without deduction or set-off, within fourteen (14) days after the invoice date. Any complaints about the invoice, which must also be submitted within the aforementioned period, do not suspend the Client’s payment obligation.

9.5 If the Client fails to make prompt payment, the Client will immediately be in default, without any demand or notice of default being required. Without prejudice to Antonie’s statutory rights in this regard, both the judicial and extrajudicial collection costs incurred by Antonie for the Client to fulfil its payment obligations will be borne by the Client. Failing prompt payment of any invoice, all outstanding invoices, including those invoices for which the payment period has not yet expired, become immediately due and payable.

9.6 With respect to payments and settlements, unless conclusive evidence is provided by the Client, Antonie’s records will be decisive at all times.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights to the current and all future versions of the Solutions, as well as to the underlaying Software, additional software, models and the data (including databases), analyses and benchmarks developed by Antonie and (other) results thereof belong exclusively to Antonie, or its licensor or supplier.

10.2 All intellectual property rights to the Third-Party Software, Equipment and related documentation made available by Antonie will belong exclusively to the relevant third party/parties.

10.3 Unless otherwise agreed in the Agreement, the Client acquires a non-exclusive and non-transferable right to use the Solutions solely for the duration of the Agreement and for the purpose laid out in the Agreement as well as a non-exclusive and non-transferable right to use the results, including but not limited to reports, drawings, specifications, calculations and other similar documents generated through the use of the Solutions. All rights of use are subject to the condition of full and prompt compliance by the Client with its obligations under the Agreement, these Terms of Use and any applicable Additional Terms of Use. Any other use, including, but not limited to, making it available or sub-licensing it to third parties, modifying it in whole or in part as well as subjecting it to reverse-engineering or otherwise trying to retrieve the source code and/or technical operation thereof for the purpose of misusing it, is prohibited without the prior consent of Antonie.

10.4 The Intellectual Property Rights to Data submitted or uploaded by the Client in connection with the use of the Solutions shall vest in and remain with the Client. However, the Client hereby grants to Antonie a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable right to use, reproduce, modify, store and process the Data for the purposes of developing, improving, training and operating the Solutions and its algorithms and models.

10.5 Antonie shall indemnify the Client against any legal claim brought by a third party based on the allegation that the Solutions infringes an Intellectual Property Right valid in Europe, provided that the Client (a) promptly informs Antonie in writing of the existence and content of the claim; and (b) leaves the handling of the matter, including any potential settlements, entirely to Antonie. The Client shall grant Antonie the necessary authorizations, provide relevant information, and offer all reasonable cooperation to enable Antonie to defend against such claims, if necessary, in the name of the Client. This indemnification obligation shall lapse if the alleged infringement is related to data processed by the Client with the Solutions, or to modifications made by the Client or by third parties on its behalf.

10.6 With respect to Third-Party Software, the Client appreciates that Antonie has or has had no control or influence over it. The aforementioned indemnification in Clause 10.6 does therefore expressly not apply to Third-Party Software.

11. Confidentiality

11.1 The Client is required to keep all Confidential Information of Antonie and the operation of the obtained under the Agreement or from other sources, confidential, unless otherwise agreed upon. The Client shall not use such Confidential Information for any purpose other than the performance of the Agreement, whether commercial or non-commercial, and shall not exploit or disclose it to third parties in any way.

11.2 The Client guarantees that their staff members and/or third parties engaged by them who may actually obtain access to Confidential Information will also comply with these confidentiality provisions in full.

11.3 If and insofar as the Client acts or has acted in violation of this Clause, it shall immediately inform Antonie thereof.

11.4 The obligations under this Clause shall remain in force even after termination of the Agreement.

12. Processing of Personal Data

12.1 To the extent that Antonie processes personal data in the performance of the Agreement, in respect of which the Client is the controller within the meaning of the General Data Protection Regulation (“GDPR”) and Antonie is designated as a processor within the meaning of the GDPR.

12.2 Antonie is authorized to process such personal data only if and to the extent necessary for the performance of the Agreement. Antonie will only process personal data in accordance with a processing agreement entered into separately. The Client warrants to Antonie that the content, use and/or processing of personal data is in accordance with applicable laws and regulations, is not unlawful and does not infringe any third-party right. The Client indemnifies and holds Antonie fully harmless in respect of any legal claim by one or more third parties, on any grounds whatsoever, in connection with these personal data processing operations.

13. Limitation of liability

13.1 Antonie’s total liability for damage suffered by the Client, as a result of a failure by Antonie, or any person for whom Antonie is liable, to perform the Agreement, or on any other grounds whatsoever, will be limited to compensation of direct damages up to the amount paid by Antonie’s insurance, or else up to a maximum equal to the amount paid by the Client for the use of the Solutions as agreed upon in the Agreement (excluding VAT). If the Agreement has a term exceeding twelve (12) months, the agreed price shall be deemed the total of the fees (excluding VAT) payable for one (1) year.

13.2 The direct damages as mentioned in Clause 13.1, will mean exclusively:

a. The reasonable costs which the Client has to incur to have Antonie’s performance comply with the Agreement;

b. The reasonable costs incurred in determining the cause and extent of the damage, to the extent that the determination relates to direct damage within the meaning of these Terms of Use;

c. The reasonable expenses incurred to prevent or limit damage, to the extent that the Client proves that these expenses resulted in limiting direct damage within the meaning of the Terms of Use.

13.3 Liability of Antonie for indirect damages is excluded. In any case, indirect damages shall include consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation and business interruption, damages resulting from third-party claims against the Client, corruption or loss of data, and all forms and types of damage other than those mentioned in Clause 13.2, regardless of the cause and for whatever reason.

13.4 Antonie shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use of Equipment, including but not limited to data loss, inaccurate output, or damage to property or persons.

13.5 Antonie’s liability for an attributable failure to perform the Agreement shall only arise if the Client promptly provides Antonie with a proper written notice of default, which contains a realistic and reasonable period to remedy the breach, and Antonie remains in default after that period. Furthermore, the notice of default must contain a complete and detailed description of the breach, to enable Antonie to respond adequately. The limitations of liability set forth in this Clause do not apply in the event that the Client’s damage was caused by intent, gross negligence, or willful misconduct on the part of Antonie.

13.6 Any claim for compensation against Antonie shall in any case lapse by the mere expiry of twelve (12) months from the date on which the claim arose.

13.7 To the extent that any persons engaged by Antonie in connection with the performance of the Client’s instructions wish to limit their liability in connection therewith, all instructions given to Antonie will include the authority to accept such limitations of liability, including on behalf of such persons. Antonie will never be liable for any unexpected breaches by these engaged persons.

14. Force Majeure

14.1 To the extent that it does not already follow from applicable law, Antonie will not be liable for any damage nor be obliged to fulfil any obligation if the damage or non-performance is due to force majeure. Force majeure in this light includes, but is not limited to, power outage, failure of the internet and/or other telecommunications connections, breakdowns in electricity supply and/or communications networks, computer viruses, a pandemic, a breach by third parties engaged by Antonie, as well as all other circumstances beyond Antonie’s control.

14.2 If a situation of force majeure continues for more than two (2) months or if it is reasonably certain that it will persist for at least that duration, either party shall be entitled to terminate the Agreement with immediate effect by written notice without any obligation to pay damages or compensation to the other party. The party invoking force majeure shall notify the other party in writing as soon as reasonably possible, providing adequate documentation to substantiate the force majeure event.

15. Duration and termination

15.1 The (initial) term of the Agreement is defined in the Agreement. If the Agreement does not specify a term, it will have a term of three (3) years. Unless otherwise agreed, the term of the Agreement will be automatically extended by one (1) year each time after the (initial) term expires.

15.2 Unless otherwise agreed, either party may terminate the Agreement for convenience (opzegging) with effect from the end of the term (or extended term) of the Agreement, subject to a notice period of at least three (3) calendar months. Premature and interim termination of the Agreement for convenience (opzegging) by the Client is not possible.

15.3 Without prejudice to statutory rights, either Party may dissolve the Agreement in whole or in part (ontbinden) due to an attributable breach of the Agreement, if, after a written notice of default giving a reasonable period to remedy the breach, the other party continues to fail to fulfil its obligations even after that reasonable period.

15.4 Either party may dissolve the Agreement in whole or in part (ontbinden) without notice of default and with immediate effect (a) if the other party is granted a suspension of payments, provisional or otherwise, (b) if the other party is declared bankrupt, (c) if the other party's business is liquidated or terminated other than for the purpose of reconstruction or amalgamation of companies.

15.5 Antonie is not obliged to undo any performance already made and to make any refund of any payments received or pay any compensation due to the termination or dissolution pursuant to this Clause 15.

16. Exit

16.1 Upon becoming aware of the termination of the Agreement, Antonie shall, at the first request to that effect by the Client, cooperate to enable the Client to mitigate the impact of the termination of the Solutions on its operations by:

a. Providing all requested and reasonably necessary cooperation and information to the Client and any subsequent service provider of the Client to facilitate a smooth transition to a replacement service, at the hourly rates most recently agreed between the parties or, in the absence thereof, at reasonable market rates;

b. Continuing the provision of the relevant Solutions, in whole or in part, for a period of up to three (3) months following the termination of the Agreement, upon request by the Client, until the transition to the replacement service has been completed, at the rates most recently applicable, with any applicable annual fees to be converted into monthly rates.

17. Miscellaneous

17.1 Antonie is entitled to transfer its rights and obligations under the Agreement to any third party. The Client hereby accepts such a transfer by Antonie and will cooperate fully in this regard.

17.2 Antonie is entitled to amend these Terms of Use from time to time. The most current version of the applicable Terms of Use can always be accessed through Antonie's website. The Client shall be deemed to have accepted the amended Terms of Use if it continues to use the Solutions after the amended Terms of Use have entered into effect and has not terminated the agreement before such entry into force.

17.3 If any provision in these Terms of Use is null and void or annulled, the remaining provisions will remain

in full force and effect. Antonie and the Client will, in such a case, enter into consultation with the aim of agreeing on new provisions, as far as possible with the same purport, to replace the void or annulled provisions.

17.4 Provisions of the Agreement and these Terms of Use that by their nature are intended to continue after the expiry of the Agreement will remain in effect thereafter. These provisions include at least the provisions on (i) intellectual property, (ii) confidentiality, (iii) processing and use of personal and other data, (iv) liability, and (v) applicable law and dispute resolution.

18. Applicable law and dispute resolution

18.1 All agreements and obligations arising therefrom or related thereto are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

18.2 All disputes arising out of or related to the Agreement and these Terms of Use that cannot be resolved by mutual agreement will be determined by the competent Dutch court in Gelderland (Arnhem), the Netherlands, unless the Parties agree in writing to mediation or arbitration in the context of a specific dispute.