General Definitions

1. Company

Company is defined as Biome Makers, Inc., its affiliates, employees, agents, subsidiaries, its products and applications as for example the BeCrop®, and its tools for functional analysis of agricultural soils based on the soil microbiome and support for agronomic decision-making to improve soil performance and health.

2. User

User is defined as the individual, company, organization, employer, principal, agent, affiliate, or other legal entity accessing the Website and/or requesting company services. If User is a True Owner (“True Owner”), User shall refer to all True Owners of the User Sample or Parcel, and any/all terms shall apply to all True Owners. If User is an authorized representative of a True Owner, User shall refer to the authorized representative and any and all True Owners of the User Sample.

3. True Owner.

Refers to the natural or legal person who effectively owns the sample or parcels and has rights over them.

4. Authorized Representative.

The user acting on behalf of the True Owner of the sample or parcel.

5. Company General Content.

Company General Content is defined as all documents, files, electronic media, discussions, information, meetings, telephone and web conference calls, whether visual, written or audible data, whether displayed on the Website or provided directly to User, which information was not obtained exclusively from an individual user and may include content from one or more third party licensors. Unless otherwise specified herein, Company General Content constitutes the exclusive work product and intellectual property of Company and has been developed and maintained at the cost and expense of Company and is protected by domestic and international copyright laws.

6. User Results and Recommendations.

User Results and Recommendations is defined as the results and recommendations that are created exclusively for User, and consists of test results, documents, files, electronic media, discussions, meetings, telephone and web conference calls, whether visual, written or audible data, information transmitted exclusively to User. User Results and Recommendations constitute the exclusive work product and intellectual property of Company and have been developed and maintained at the cost and expense of Company and is protected by domestic and international copyright laws.

7. User Sample.

User Sample (hereinafter “User Sample” or “User’s Sample”) means the soil or any other environmental sample extracted by User and transmitted to Company, including, but not limited to, soil, sludge, substrates, water, fruit, fermentation products, particles, microorganisms, containers, bottles, and any other container used by User. The User Sample shall mean and refer to the tangible and intangible qualities of the soil, and shall specifically include any data extracted by Company with respect to the composition of the soil and any microbes found in the soil, as well as any data transmitted to Company by the User through the Website.

8. User Parcel(s)

(hereinafter “User Parcel” or “Parcel”) means the data of a portion or portions of agricultural land, geographically identified by the User, for which soil analysis and/or any other service offered by the Company is requested. Each parcel must be accurately delineated and described by the User through the Website or any other means agreed upon by the Company, including geographic, location, delineation data, and any other information or data related to the characteristics of each Parcel, such as crop type, agricultural management, previous analytics, etc.

9. Website

Website is defined as “portal.becrop.com”, or any successor, affiliate, subsidiary web address or its website products.

10. Company Intellectual Property Rights

Company Intellectual Property Rights means all right, title, and interest in and to: User Results and Recommendations; Company General Content; any data extracted by Company with respect to the composition of the soil or any other environmental sample -and any microbes found in the processed environmental sample including soil; copyright; database; design; logo; trademark; service mark; patent; invention; trade secret; domain name; confidential and proprietary information; know-how; technology; business name; trade name; trade dress; technical solutions; associated right to sue (past, present, and future); telephone numbers; web addresses; software; mobile applications, or systems relating to the Company Services; and any other intellectual property rights whether existing at common law, applied for, registered or unregistered and all extensions, renewals, continuations, continuations in part, divisionals, reissues, re-examinations, and revivals thereof and existing anywhere in the world. Intellectual Property Rights exist irrespective of the platform or manner in which intellectual property is transmitted or communicated to User, including but not limited to Company’s Website, mobile app, facsimile or U.S. mail. Except as specifically permitted in these Terms of Use, nothing in these Terms of Use grants or will be construed to grant to User or any third party any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, service mark, name, logo, other identifier of Company, or other Company General Content contained in the Website.

PERMITTED WEBSITE USE

1. User may create a bookmark in User’s browser to the home page of the Website. User may not otherwise download, display, reproduce, modify or create a derivative work of, transmit, sell, distribute or in any way exploit Company General Content, Company Intellectual Property Rights, or otherwise link the Company to any other website including scoring except as permitted herein.
2. User may access any Company General Content found on the Website for free for personal non-commercial purposes.
3. User may invite and point others to the Website including, by linking to the Website, provided that User does so in a way that is fair and legal and does not damage Company’s reputation, and provided further, that User does not establish a link in such a way as to suggest any form of association, approval or endorsement without Company’s express written consent.
4. User agrees that all posting, submitting, publishing, displaying, transmitting or uploading of any text, photos, videos, audios, or other materials or information will form part of the User Sample or Parcel.
5. User acknowledges that the Website may contain links to other websites which connect with other third-party websites. User and Company agree that Company assumes no responsibility and specifically does not endorse any other such websites.

UNPERMITTED WEBSITE USE

1. User agrees not to interrupt, or attempt to interrupt, the operation of the Website or in any way violate, breach or compromise the security of the Website, networks or systems or otherwise use the Website, Company General Content or Company Services other than as expressly permitted by these Terms of Use and in accordance with and subject to all applicable laws and regulations. User promises to comply with all applicable laws, regulations and directives, including but not limited to those governing privacy and US and foreign export and import.
2. User understands that Company may suspend, terminate, restrict or otherwise limit your use of the Website, Company General Content or Company Services, at any time, without notice or demand and without liability, if Company has reason to believe User is violating these Terms or Use. Any such violation may result in criminal and civil liability. Company reserves the right to discontinue or make changes to the Website or Company General Content at any time, in its sole discretion, without notice. The Website and the Company General Content are not necessarily complete or up-to-date. By using the website, User agrees that Company is under no obligation to update such material.
3. Unauthorized or unapproved use of the Licensed Materials (defined below) or Website content may constitute copyright infringement and may subject User to civil and criminal penalties under United States and international laws and treaties.

SUSPENSION OR TERMINATION OF ACCESS

The Company reserves the right to suspend, terminate, restrict, or limit the User’s access to the Website, the Company General Content, or the services offered at any time, without prior notice or liability, if the Company determines that the User has violated these Terms and Conditions or engaged in conduct that may harm the Company’s reputation or interests. Any violation may result in civil and criminal liability.

REVIEWS, COMMENTS AND OTHER CONTENTS

Users may post comments, reviews, photos, and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Biome Makers, Inc. reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

IMPERSONATION OR USE OF FALSE INFORMATION

The User is prohibited from:

• Impersonating any person, company, or entity, or falsely claiming affiliation with any person, company, or entity.
• Using a false email address or providing false or misleading information regarding the User’s identity or the origin of any content.
• Using third-party personal information without their explicit consent.
• Falsely claiming ownership or representation of the True Owner of Samples or Parcels.

USER’S ACCOUNT, PASSWORD AND SECURITY

If you use any Biome Makers, Inc. service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or any other electronic device, and you agree to accept responsibility for all activities that occur under your account or password. Biome Makers, Inc reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

CONTENT UPDATES

The Company does not guarantee that the content on the Website or the Company’s General Content will always be complete, up to date, or free of errors. By using the Website, the User acknowledges that the Company is not obligated to update such material. The Company reserves the right to modify or remove content from the Website at any time and without prior notice.

DIGITAL MILLENIUM COPYRIGHT ACT

1. If User is a copyright owner or an agent of a copyright owner, and User believes that the Website infringes the User’s copyright protections, which means the unauthorized or not permitted use of copyrighted material or other intellectual property rights, then User may submit a notification pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”) by providing Company or the Designated Copyright Agent with the following information in writing (“Notice”)
   1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (the “Complainant”).
   2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
   3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material.
   4. Information reasonably sufficient to permit Company to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted.
   5. A statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law.
   6. A statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. The above information must be included in the Notice and submitted to our Designated Copyright Agent by mail and email to the following addresses:
   Biome Makers, Inc.
   Attention: DMCA agent
   202 Cousteau Place
   Davis -Yolo, CA 95618
   legal@biomemakers.com
   
3. If any User submitted materials are removed for alleged infringement and User believes it should not have been, User may send us a written counter-notice (“Counter-Notice”), which must include:
   1. A physical or electronic signature of the alleged infringer.
   2. Identification of the material removed or to which access has been disabled and the location (specific URLs) at which the material appeared before it was removed or access to it was disabled.
   3. A statement under penalty of perjury that the alleged infringer has a good-faith belief that the material was removed or access to it disabled as a result of an error or misidentification of the material to be removed or disabled.
   4. The alleged infringer's name, address, telephone number, and email address.
   5. A statement of consent that you accept the jurisdiction of the Federal District Court and that you consent to the notification of the process of the person who provided the original DMCA notice or an agent of such person.
4. Company will respond to all such notices in compliance with applicable law. Company has the right to remove content alleged to be infringing, at its sole discretion, without prior notice.
5. Please note that under Section 512(f) of the DMCA - False Statements, any person who knowingly makes false statements, falsifies material, or that such material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorney's fees, incurred by the alleged infringer, by any copyright owner or authorized licensee of the copyright owner, or by a service provider, who is harmed.

COMPANY SUBSCRIPTION PACKAGES

The Biome Makers subscription package is a comprehensive, recurring, subscription-based service that the Company provides to users through the website. With this package, the User receives the results of the biological soil analysis performed using the BeCrop® tool, which offers detailed information on nutrient cycling, soil health, and biodiversity, based on the interpretation of the function and structure of the microbiome. Additionally, the service includes complementary information designed to support agronomic decision-making, contributing to the improvement of soil performance and health ("Subscription Packages").

1. Process: The packages are structured around four fundamental pillars:
   1. Smart Sampling System: The User uploads the Parcel information, and the Company processes the information, calculates the biological regions, and automatically defines a sampling plan that is sent to the user.
   2. Sample Collection: The user receives technical guidelines and materials necessary for the correct collection of soil samples at previously established intervals (e.g., quarterly or semi-annually), ensuring the representativeness and consistency of the collected data.
   3. Specialized Laboratory Processing: The collected samples are sent to a specialized laboratory associated with our network, where standardized protocols are applied for the processing and analysis of the soil microbiome. This analysis is based on the detailed interpretation of the function and structure of the microbial network, allowing the evaluation of key parameters such as nutrient cycling, soil health, and biodiversity.
   4. Delivery of Results and Recommendations: As a result of the sample analysis and/or Parcel computation, a detailed digital report is generated and delivered. This report includes not only a description of the functional state of the soil but also practical recommendations and comparative analyses that facilitate strategic decision-making in agronomic management.
2. Subscription Package Features.
   1. Continuous Monitoring: Allows users to track the soil's status over time, identifying trends and variations that contribute to optimizing agricultural performance and sustainability.
   2. Access to Historical and Comparative Data: Users can access a repository of historical reports that facilitate the comparison of results, identifying improvements or areas of opportunity in soil health management.
   3. Technical Support and Advice: In addition to the subscription package, personalized technical assistance and advice based on the analysis results can be added, supporting the user in implementing optimized agronomic practices.
3. Service Duration (“Subscription Term”): The term of the Subscription Package will be the period indicated on the Website at the time the User makes the corresponding payment. This "Subscription Term" will determine the validity of the contracted service.
4. Number of Samples and Reports Included: The number of samples the User can send and the digital reports they will receive will be established on the Website at the time of package contracting. These limits remain constant during the Subscription Term and are considered an integral part of the service.
5. Payment Terms: The User agrees to pay in advance the total amount of the Subscription Package, according to the rates in effect on the Website at the time of contracting. The User agrees to pay all invoices within thirty (30) days from the invoice date. If the total invoice payment is not made within the established period, the Company reserves the right to partially or completely suspend access to the Services until the invoices are paid.
6. Refund and Cancellation: If the User decides to cancel the soil microbiome analysis service or any of the subscription packages for any reason, they may request a 100% refund of the fee paid, provided they notify their decision by email with a minimum notice of one (1) hour from the service contracting. Once this period has elapsed, the amount will not be refundable. To cancel the subscription for future periods, the User must send the Company the request before the start of the next period.
7. Reimbursement Obligation for Non-Compliance Expenses: The User agrees to reimburse the Company for any cost, expense, or investment made in collection activities (including reasonable attorney's fees, both internal and external) arising from non-compliance with payment obligations or other conditions established in these Terms.
8. Rates and Price Updates: The rates applicable to the Subscription Package will be those in effect on the Website at the time of contracting. These rates may be updated, being known and accepted by the User at the time of contracting.

COMPANY PERFORMANCE UNDER SUBSCRIPTION PACKAGES

1. Active Participation in Collection. User shall actively participate in the sample collection process, including, but not limited to, acting reasonably to return samples to Company and ensuring that samples are sent to the Company in a timely manner and under the stipulated conditions.
2. Information Provision. User shall provide all necessary information regarding User Sample and/or Parcel for Company to generate Company General Content and User Results and Recommendations within a reasonable time after Company requests such information.
3. Compliance with Technical Recommendations. User shall follow any and all technical and scientific recommendations for sample and data collecting in order to guarantee the validity and representativeness of the Results and Recommendations.
4. Notification of Impediments. User shall Notify Company within seven (7) days in writing upon the occurrence of any event that will delay or impede User’s ability to perform under these Terms of Use.

SUBSCRIPTION PACKAGE TERMINATION

1. Termination for Breach. The Company or the User may terminate Subscription Packages immediately upon a material breach by the other party of a material provision of these Terms of Use.
2. Cancellation Procedure by the User. In case of voluntary cancellation by the user during the Subscription Period: (a) If the User decides to cancel their subscription for any reason, they must pay the cost of all Services that the Company has provided up to the effective date of cancellation. (b) The Company will reimburse the User, within a reasonable time, the amounts paid in advance corresponding to the Services that have not been provided as of the termination date. (c) From the effective date of cancellation, the User will be exempt from any future payment obligation related to the canceled subscription.
3. Termination of the Subscription at the Expiration of the Contracted Term (Without Prior Cancellation): (a) the User will be responsible for paying any outstanding payment obligation derived from the current renewal or financial commitments associated with the entire contracted period, and (b) any future amount owed in accordance with these Terms of Use, the Subscription for the entire Subscription Period, as applicable, including its current renewal, if applicable.
4. Acknowledgment of Concessions and Compensation for Early Termination. The parties acknowledge that the Company has granted price concessions and special conditions based on the signed agreement. Consequently, any difference or additional payment resulting from early termination will be considered fair and reasonable compensation for the damages caused to the Company, without constituting a penalty

USER SAMPLES

1. By clicking "I Accept" or "I Agree", you confirm that you have read and accept these Terms of Use, declare that (a) you are the legitimate owner of all samples and information provided to Biome Makers and guarantee that, in case of acting on behalf of a company or entity, you have the proper authorization to enter into this legal agreement.
2. User Declaration and Warranty: The User declares and warrants to the Company that:
   1. It is the Holder or legitimate owner of the Sample and/or Parcel provided, either individually or jointly with others and owns all rights, titles and interests therein, having the necessary authority to send it to the Company.
   2. Acts as an authorized representative of the Holder of the Sample and/or Parcel, having full legal capacity to send the sample or provide information on their behalf.
3. Assignment of Rights. User, on behalf of himself/herself/itself or on behalf of a True Owner, hereby irrevocably assigns, transfers and conveys to Company, all right, title, and interest in the User Sample and/or Parcel to Company for whatever use Company deems appropriate including, but not limited to, commercial purposes.
4. Confidentiality. Notwithstanding the foregoing, Company shall never disclose any confidential information of User except when the User expressly authorizes it or when required by law.

OWNERSHIP OF INFORMATION

1. The User declares and warrants to be the exclusive Holder of the information provided of the Sample and the Parcel that it provides to the Company. The User is solely responsible for the accuracy, truthfulness and legality of sent information.
2. The information provided by the User, including geographical and other descriptive data of the Sample and the Parcel, is considered information provided by the User and is an integral part of the data necessary for carrying out the analyses and services offered by the Company.

USE OF INFORMATION

The Company will use the information provided by the User for the purpose of providing the requested services, including, but not limited to:

1. The identification and location of the Parcel.
2. The generation of personalized reports and recommendations.
3. The development of models and algorithms for the functional analysis of soil, improvement of soil health, identification factors impacting crop performance, and other related services.

COMPANY CONTENT

1. Content Licence. Company grants to True Owner a limited, personal, revocable, non-transferable and non-exclusive license to access User Results and Recommendations and Company General Content (the “Licensed Information”) during the applicable Subscription Term for the sole benefit of True Owner.
2. Reservation Rights. Except as specifically set forth herein, Company or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Licensed Information.
3. Technical Restrictions. User agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn or extract the source code of any software related to the Licensed Information.
4. Prohibited Transfer. Neither True Owner nor User may transfer, assign, sell, or sublicense the Licensed Information to the benefit of any person or entity other than True Owner.
5. Limitation of Rights. Except for the rights specifically granted under these Terms of Use, neither True Owner nor User are given any right, title or interest in or to the Licensed Information
6. Ownership of Intellectual Property. As between the parties, Company shall hold title to all Intellectual Property Rights. Such Intellectual Property Rights may only be used by User, for the benefit of True Owner, in the manner stated in these Terms of Use. Under no circumstances shall User or a third party acquire any Company Intellectual Property Rights.

RELEASES

1. General Disclaimer of Liability. User, in consideration for Company’s services, hereby releases Company from liability and waives its right to sue Company from any and all claims related to Company Services and/or Licensed Information and/or any and all content displayed on Company’s Website, including but not limited to claims of physical injury, illness, death, economic loss, lost profits, and/or any events in anyway related to Company Services, licensed information, or content displayed on the Website.
2. Results and Recommendations. The results and recommendations provided by the Company are exclusively for research purposes and should not be used as a substitute for professional advice in agronomy offered by a duly qualified specialist. The User assumes full responsibility for the use and interpretation of this information. The Company is not responsible for any loss or damage that may arise from the use of these results and recommendations, including, without limitation, effects on profits, income, production, crop performance, anticipated savings, business opportunities, contracts or reputation, even when said damages do not imply a direct or limiting financial loss.
3. Limit of Liability. Notwithstanding the foregoing, in the event that Company is held responsible for any damage to User, Company’s liability shall not exceed the total fees paid to Company under the applicable Subscription Term.
4. Acknowledgment of Inherent Risks. User understands that the Company Services and Website, by its very nature, includes certain inherent risks that cannot be eliminated regardless of the care taken to avoid injuries whether economic or physical, which include, but are not limited to, any unintended consequences User experiences in using Licensed Information or Website content with regard to User’s soil parameters, economic benefits, health, environment or well-being. User understands and appreciates the risks that are inherent in using Company’s Services and the Website. User hereby asserts that its participation is voluntary and that User knowingly assumes all such risks. User further understands that User is ultimately responsible for its own safety.
5. Indemnification and Release of Claims. In consideration of permission to participate in Company’s Services and access the Website, Subscriber agrees, for itself, its heirs, personal representatives, agents, affiliates or assigns, to defend, hold harmless, indemnify and release Company, its officers, employees, agents, from and against any and all claims, demands, actions, or causes of action of any sort on account of damage to personal property, or personal injury, or death which may result from User’s participation in Company’s Company Services. This release includes claims based on the negligence of the Company and its officers, employees, agents, and volunteers, but expressly does not include claims based on their intentional misconduct or gross negligence. User understands that by agreeing to this clause User is releasing claims and giving up substantial rights, including its right to sue.

DISCLAIMER OR WARRANTIES

1. Warranties Regarding Services and Content. Company does not make, has not made and shall not be deemed to have made, any representations or warranties whether express or implied, with respect to the quality, accuracy, reliability, or suitability of its Company Services, the General Content, the content of the Website, third party websites or any other information associated with the use of the Website or transactions conducted through it. This includes, without limitation, the information contained in Content, Company Services, Licensed Materials, User Results and Recommendations, the Website, or any other information disseminating under these Terms of Use.
2. DISCLAIMER OF ADDITIONAL WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING ITS OPERATIONS, ASSETS, OR LIABILITIES. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, NEITHER THE COMPANY NOR ITS SELLERS GUARANTEE THE ACCURACY OR RELIABILITY OF ANY PROJECTIONS, ESTIMATES, OR BUDGETS RELATED TO FUTURE REVENUES, OPERATING RESULTS, CASH FLOWS, OR FINANCIAL CONDITIONS OF THE COMPANY AND ITS SUBSIDIARIES. THE COMPANY ALSO MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER AT LAW OR IN EQUITY, REGARDING ITS ASSETS, LIABILITIES, OR OPERATIONS, OR THOSE OF ITS SUBSIDIARIES. ALL OTHER REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS SELLERS GUARANTEE THE ACCURACY OR RELIABILITY OF ANY PROJECTIONS, ESTIMATES, OR BUDGETS PROVIDED OR MADE AVAILABLE TO THE BUYER CONCERNING FUTURE REVENUES, OPERATING RESULTS, CASH FLOWS, OR FINANCIAL CONDITIONS OF THE COMPANY AND ITS SUBSIDIARIES.

GOVERNING LAW

The content made available to the public on the website is for the use and benefit of users. These Terms and Conditions shall be governed by the laws of the State of California, without giving effect to any conflict of law principles. By using this website, you consent to jurisdiction and venue in the state and federal courts located in Sacramento, California.

GOVERNING LAW

1. Confidential Information. Both parties agree to treat as confidential all information, documentation, data, and any other material exchanged under the contract that has been identified as confidential or that, by its nature, should be understood as such. This obligation shall remain in effect during the term of the agreement and shall survive its termination. For the purposes of these Terms and Conditions, "Confidential Information" is considered to be: (a) the Company Intellectual Property Rights; (b) The User's proprietary information relating to the User's Sample and/or Parcel; (c) The information of the User's Sample and/or Parcel; (d) and any other information that would directly identify the content or character of User Sample or Parcel with True Owner.
2. Confidentiality Obligations. The Parties agree to: (i) hold all Confidential Information of the other party in strict confidence, (ii) not disclose Confidential Information to third parties, except in cases where required by law or court order, (iii) use the Confidential Information exclusively for the purposes for which it was provided, and (iv) Take all reasonable security measures to protect the other Party's Confidential Information against unauthorized access, loss, or disclosure.
3. Exceptions. This confidentiality obligation shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party’s breach of these Terms of Use, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party.
4. Disclosure Required by Law. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation. In the event that the Receiving Party is required by law or court order to disclose Confidential Information of the Disclosing Party, it shall immediately notify the latter and provide it with all available information regarding the disclosure requirement.
5. The parties agree that all Confidential Information shall be disclosed only to those employees or representatives on a need-to-know basis and who agree and accept the confidentiality restrictions established in these Terms and Conditions.

PRIVACY AND DATA USE

The information Company holds about User will be used as set forth in these Terms of Use and for identification, account administration, analysis and fraud/loss prevention purposes. The parties acknowledge and agree that: (a) Company may have access to personal data of User under applicable personal data protection and privacy laws (the “Data Protection Laws”) and will: (i) use it solely for the purposes set forth herein; and (ii) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it; (b) personal data may be processed by Company and its affiliates throughout the world. The types of personal information we collect and the purposes for which we collect it are described in our privacy policy. Check the latest privacy policy updated here (https://portal.becrop.com/policies/privacy/portal).

RESPONSIBILITIES WHEN USING CONTENT GENERATED WITH ARTIFICIAL INTELLIGENCE

When using content generated with artificial intelligence ("AI") through our services and in order to maximize the effective use of AI-generated content, we recommend following these guidelines:

1. Limited and Transparent Purpose: The use of artificial intelligence (AI) models by the Company is limited exclusively to the improvement and optimization of its current or future services. AI is used to analyze data in an aggregate and anonymous manner, in order to generate recommendations and optimize the biological analysis of the soil, without implying the use of individualized information that could identify Users.
2. Ownership of Information: The data and samples provided by the User to Company will be used only for the purposes previously established and will not be used in a way that violates the privacy or rights of the User. The User retains exclusive ownership of their data, and any use thereof for the training of AI models will be carried out by applying anonymization and aggregation techniques that ensure that the identity of User cannot be determined.
3. Verification and Accuracy of Content: The User acknowledges that the content generated with artificial intelligence (AI) is produced by generative models that synthesize information from data with which they have been trained, and may occasionally present biases, inaccuracies or fictitious elements. Therefore, the Company performs periodic evaluations of AI algorithms and processes. However, it is the User's responsibility to verify and supplement the information generated by the AI according to their particular needs. This preventive approach aims to mitigate any potential risk without compromising the quality or integrity of the service.
4. Protection of Privacy and Sensitive Data: The User agrees not to include in their queries or requests to the AI, personal, confidential or sensitive data that could identify them directly or indirectly. The Company assumes no responsibility for the involuntary disclosure of sensitive data derived from the use of AI-generated content.
5. Use in Accordance with Legislation and Respect for Third Party Rights: The User is obligated to use the content generated with AI in a way that does not infringe any law, regulation or right of third parties. It is expressly prohibited to use said content for illegal, defamatory, fraudulent purposes or that violate the intellectual property rights of the Company or third parties.
6. Exclusion of Company Liability: The Company will not be liable for any damage, harm or loss, whether direct or indirect, that arises from the use or interpretation of the content generated with AI. The User voluntarily and consciously assumes all risks associated with the use of such content.

TRAINING OF AI MODELS

When using content generated with artificial intelligence ("AI") through our services and in order to maximize the effective use of AI-generated content, we recommend following these guidelines:

1. At Biome Makers, the accuracy and power of BeCrop® are based on a dynamic and evolutionary approach to training Artificial Intelligence (AI) models. Our models are not static since soil constitutes a complex and dynamic ecosystem, influenced by interrelated factors - such as climatic conditions, agricultural practices, nutrient cycles, and microbial activity - the incorporation of a broad and continuous flow of data is essential to capture this inherent variability.
2. The Ecosystem of Our Data. Our AI models are nourished by a diverse and constantly expanding data ecosystem, encompassing multiple dimensions related to soil health, including, among others, the following types:
   1. Agronomic Management and Care: Agricultural practices, crop rotation, and soil treatments that modulate microbial activity and nutrient availability.
   2. Climatic Conditions: Historical and real-time weather data that influence the biological dynamics of the soil, such as temperature, radiation, precipitation, etc.
   3. Satellite Images: Data from historical and real-time satellite images related to conditions that modulate soil health characteristics, including soil texture, topography, vegetation indices, etc.
   4. Nutrient Profile and Soil Properties: Comprehensive analysis of macro and micronutrients, texture, pH, and other physicochemical characteristics that define soil fertility.
   5. Type of Crop and Duration of Exploitation: Crop history and soil use time, key factors to understand long-term transformations.
   6. Nutrient Cycles: Natural processes of transformation and reuse of essential elements for plant growth, such as nitrogen, phosphorus, and potassium, within the soil ecosystem.
   7. Microbial Activity: Set of biological processes carried out by microorganisms (bacteria, fungi, etc.) present in the soil, which influence the decomposition of organic matter, the release of nutrients, and soil fertility.
3. Notwithstanding the foregoing, in relation to the training of artificial intelligence models, the following specific provisions shall apply:
   1. The training of our AI models focuses on large-scale patterns and trends. The true power lies in the aggregation and collective analysis of large volumes of data, which allows us to continuously adapt and refine our algorithms in response to the changing conditions of the agricultural environment, progressively improving their accuracy and predictive capacity.
   2. The Artificial Intelligence models used in our services have been developed and trained using exclusively historical data sets on soil health, collected from public, private, and scientific databases, as well as aggregated data and general statistics on soil microbiology, nutrients, and environmental parameters from published research and academic studies, together with technical and scientific information developed by the Company on agriculture, microbiology, and soil science.
   3. The specific information provided by the User is used for the generation of their individual analyses.
   4. Our models are updated periodically and automatically to reflect the changing conditions of the agricultural environment. This recalibration and adjustment process allows us to progressively improve the accuracy and predictive capacity of the algorithms, without compromising the identity or privacy of users.

SEVERABILITY

In the event that any clause or provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

FORCE MAJEURE

"Force Majeure" shall be understood as any unforeseeable, irresistible event or circumstance beyond the control of the parties that prevents or delays the fulfillment of their contractual obligations. The following are considered Force Majeure events, including but not limited to: natural phenomena, war and civil conflicts, acts of governmental authority, massive failures of critical infrastructure.

During the time that the Force Majeure event lasts, the obligations of the affected Party that cannot be fulfilled due to said event shall be suspended. However, the other obligations of the Contract that are not affected by the Force Majeure event shall continue in force.

This includes any act of God or war or terrorism, any breakdown, malfunction or failure of transmission in connection with or other unavailability of any wire, communication or computer facilities, any interruption of transport, port, or airport, industrial action, acts and regulations and rules of any governmental or supra-national body or authority or regulatory or self-regulatory organization or failure of any agency, authority or organization for any reason, to perform its obligations.

MODIFICATIONS

The Company reserves the right to modify these Terms and Conditions at any time and without prior notice. The modifications will be published on the Website. It is the User's responsibility to periodically review these Terms and Conditions to be aware of the changes and, in the continuation of use, it will be understood that the User accepts the new conditions.

UPDATE

The current version of these Terms and Conditions will be mandatory for all Users from the date of publication.

ACCEPTANCE OF THE TERMS AND CONDITIONS

By clicking "I Accept" or using any part of the Services offered by the Company, the User declares to have read, understood and accepted unconditionally and completely these Terms and Conditions, including any additional policies and legal notices published on the Website. Likewise, the User declares that they are the legitimate owner or authorized representative of the information provided to the Company and authorizes it to use said information as established in these terms.

CONTACT US

If you have any questions about this Privacy Policy, the practices of this Website, or your dealings with this Website, including any error or actual or potential threat to the security of our Website and protection of your Personal Information, please contact us through the following email: legal@biomemakers.com or by mail at the following: 202 Cousteau Place, suite 100, Davis, CA 95618.

Last updated: February 15, 2025