Governing Document

By clicking “I ACCEPT,” “I AGREE,” registering an access account, purchasing subscriptions or tests through the e-commerce store, uploading files, submitting physical soil samples for genetic sequencing, or utilizing any portion of the Services offered by the Company, the User represents that they have read, understood, and unconditionally, irrevocably, and bindingly accepted all the clauses set forth herein, including any additional policies and legal notices published on the Website.

This Agreement governs with the same binding force and effect as a signed written contract, applying fully to both authenticated Users and incidental visitors who interact with the Company’s digital infrastructure. If you do not agree to these terms in their entirety, you lack the legal authorization to utilize the Website, the Portal, the API interfaces, or any derived biotechnological services.

1.1. Operational Capacity and Representation Declarations in B2B and Cooperative Environments

By executing this Agreement, the User represents and warrants under penalty of perjury that they:

1. are at least 18 years of age and possess full legal capacity to enter into binding legal obligations;
2. are the lawful owner or an authorized representative holding express, sufficient, and indisputable authority from the True Owner of the land to transfer descriptive data, metadata, and biological samples to the Company; and
3. warrant that the use of the services does not violate any lease agreements, local biosecurity regulations, or third-party rights regarding the analyzed property.

1.2. Contractual Order of Precedence

This Master Services Agreement (MSA), including all Exhibits and Addenda hereto, the General Terms of Use of the BeCrop® Portal (incorporated herein by reference via the applicable URL), and any Statements of Work (SOW) and commercial proposals issued thereunder, constitute the entire agreement between the Parties. In the event of any conflict, contradiction, or ambiguity among any of the referenced contractual documents, interpretative priority shall be determined in strict descending order according to the following precedence hierarchy:

1. The applicable Data Processing Addendum (DPA), solely with respect to the processing of personal data and compliance obligations under applicable privacy regulations;
2. The BeCrop® Agentic Terms, solely with respect to liability disclaimers arising from the use and agronomic interpretation of data based on artificial intelligence and automated predictive models;
3. This Master Services Agreement (MSA), with respect to general commercial terms, laboratory intellectual property, aggregate liability caps, indemnification limits, and suitability of service;
4. The General Platform Terms of Use
5. The applicable Regional Terms and Conditions of Sale
6. Individual Technical/Commercial Proposal Sheets or HubSpot Quotes, solely with respect to financial variables, sample counts, land delimitations, and specific operational timelines agreed upon by the Parties.

No term stipulated in a document of lower priority shall be construed as a waiver or modification of the provisions in a document of higher priority, unless the Parties expressly state by mutual written agreement such intent to modify, detailing the specific clause intended to be superseded.

1.3. 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.

1.4. Update

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

1.5. Force Majeure

"Force Majeure" shall mean any event or circumstance that is unforeseeable, unavoidable, and beyond the reasonable control of the affected Party, which prevents or delays the performance of its contractual obligations. Force Majeure events shall include, without limitation: acts of God, severe natural disasters, war, hostilities, acts of terrorism, civil unrest, acts, regulations, or orders of any governmental, public, or supranational authority, national or industry-wide labor disputes (excluding those of the affected Party's own personnel), as well as massive failures of critical infrastructure, widespread cyberattacks, telecommunication network interruptions, or the unavailability, breakdown, or transmission failures of cloud servers or computer facilities of third-party providers necessary for the performance of the services.

During the existence of the Force Majeure event, the obligations of the affected Party that cannot be performed due to such event shall be suspended without liability for damages caused by the delay. All other obligations under this Contract that are not affected by the Force Majeure event shall remain in full force and effect. Under no circumstances shall a Force Majeure event excuse or suspend the Client's payment obligations accrued under this Contract. The affected Party shall notify the other Party in writing of the occurrence of the Force Majeure event as soon as practicable, detailing its anticipated impact and the mitigation measures taken.

In the event that Force Majeure circumstances limit the operational capacity of The Company, The Company may, in its sole and reasonable discretion, allocate its available services, processing resources, biological data analytics, and products equitably among its clients, and such allocation shall not constitute a breach of this Contract.

1.6. Severability

If any provision, or portion thereof, of these Terms and Conditions is held to be invalid, illegal, void, or unenforceable in any respect under applicable law by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or portion of these Terms and Conditions, and these Terms and Conditions shall be construed as if such invalid, illegal, void, or unenforceable provision or portion had never been contained herein. The parties shall negotiate in good faith to reform and replace such provision with a valid, legal, and enforceable provision that best reflects the original commercial intent and economic allocation of risks between the parties.

1.7. Contact, Customer Service, and Notifications

1.7.1. Customer Support and General Inquiries

For general inquiries regarding the operation of the Website, purchase terms or to submit standard customer service claims or feedback to BIOME MAKERS, Customer shall contact BIOME MAKERS at:

• Telephone: +1 415-795-7469
• Customer Service hours are (GMT-7): from Monday to Friday from 9:00am to 2:00pm and from 4:00pm to 6:00pm.
• e-mail: support@biomemakers.com.

1.7.2. Formal Notices and Legal Inquiries

Any legal notice, demand, claim, or communication required or permitted under these Terms (including reports of security breaches, legal claims, or privacy rights) must be in writing and shall be sent to BIOME MAKERS at the following addresses:

• e-mail: legal@biomemakers.com.
• Postal address: 202 Cousteau Pl, Suite 100, Davis, California 95618 Attn: Legal Department.

Any formal notice or communication given under these terms shall be deemed duly delivered and received upon written confirmation of receipt by the receiving party: (a) in the case of personal delivery, upon the receiving party’s written acknowledgment of receipt; (b) for registered or certified mail, postage prepaid, return receipt requested, upon receipt of the applicable written acknowledgment of delivery, including a signed return receipt; and (c) for email transmission, upon BIOME MAKERS’ written confirmation of receipt of the email, excluding any automated out-of-office or delivery receipt.

1.8. Prohibited Transfer and Assignment

Client shall not transfer, assign, sell, or sublicense the Software, the Licensed Information, or any right, title, or interest under this Agreement to any person or entity without the prior written consent of BIOME MAKERS. Client lacks the power to assign this Agreement, and any purported assignment, transfer, or delegation in violation of this section shall be null, void ab initio, and of no force or effect. Notwithstanding the foregoing, BIOME MAKERS may freely assign, transfer, or delegate this Agreement, or any of its rights or obligations hereunder, in whole or in part, without Client’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of its assets or equity.

1.9. Requirement to Reduce to Writing

No waiver, consent, modification, amendment, or change to the terms of this Agreement shall be binding unless in writing and executed by the duly authorized representatives of both Parties. BIOME MAKERS’ failure to object to any terms or conditions contained in any subsequent communication, purchase order, confirmation, or procurement document from Customer shall not be deemed a waiver or modification of this Agreement. No course of dealing, course of performance, or failure or delay by BIOME MAKERS in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

General Definitions

2.1. AI-Related Assets

means any artificial intelligence, machine learning, deep learning, neural networks, foundation models, large language models (LLMs), agentic frameworks, algorithms, bioinformatic computational models, model weights, parameters, latent representations, vector embeddings, vector databases, Retrieval-Augmented Generation (RAG) indexes, synthetic datasets, classifiers, inference engines, or other computational artifacts developed, trained, tuned, fine-tuned, validated, tested, or otherwise generated by or on behalf of BIOME MAKERS utilizing, incorporating, or derived from any BIOME MAKERS Data, Results, Deliverables, Technology, Proprietary Information, or Intellectual Property Rights of BIOME MAKERS.

2.2. API (Application Programming Interface)

means the proprietary software interfaces, protocols, technical specifications, application programming code, integration endpoints, and developer tools owned and controlled by BIOME MAKERS that govern and enable secure programmatic interaction, data ingestion, and system interoperability between systems and BIOME MAKERS' hosted systems, cloud infrastructure, or the BeCrop® Portal.

2.3. Background IP

means all pre-existing or independently developed Intellectual Property, technology, software, algorithms, source code, object code, architecture, biological pipelines, workflows, databases, foundation models, methodologies, patents, patent disclosures, trade secrets, and know-how owned, licensed, or controlled by BIOME MAKERS prior to the Effective Date or developed outside the performance of this Agreement, including any enhancements, derivative works, modifications, or upgrades thereto.

2.4. BeCrop® Portal

means BIOME MAKERS’ proprietary, cloud-based software platform, web portal, mobile applications, and user interfaces through which Customers access Biological Intelligence Reports, view analytical results, manage sample workflows, and interact with BIOME MAKERS' bioinformatic processing services.

2.5. BeCrop® Reports or Biological Intelligence Reports

means the comprehensive analytical reports, biological insights, soil health metrics, microbial functional profiles, bioindicator data, risk assessments, and actionable agronomic recommendations generated by BIOME MAKERS through its dry lab computational pipelines and made available to Customers via the BeCrop® Portal or APIs.

2.6. Brands or Trademarks

means any and all registered and common law trademarks, service marks, trade dress, trade names, corporate names, brand names, logos, slogans, Internet domain names, and social media identifiers owned, adopted, or used by BIOME MAKERS, including without limitation the marks "BIOME MAKERS", "BeCrop®", and all associated goodwill.

2.7. Confidential Information or Proprietary Information

means all non-public, proprietary, or confidential information disclosed by or on behalf of BIOME MAKERS to CLIENT, whether orally, visually, in writing, or in electronic form, including without limitation: (a) Technology, Know-How, source code, object code, algorithms, workflows, biological processes, formulas, and trade secrets; (b) Metadata, raw sequencing data, genomic datasets, taxonomic profiles, Results, and Deliverables; and (c) financial information, fee structures, pricing, business plans, customer lists, marketing strategies, and operational manuals.

2.8. Customers

means third-party commercial agricultural operators, independent agronomists, distribution partners, industrial farming enterprises, or authorized end users that contract to procure sample collection, wet lab preparation, and/or BeCrop® Biological Intelligence Reports.

2.9. Derived Data

means any data, statistics, metadata, operational metrics, correlations, analytical models, classifications, scores, indexes, predictions, normalized or aggregated datasets, anonymized biological insights, and synthetic data created, transformed, calculated, extracted, or otherwise generated by BIOME MAKERS through the utilization, processing, or training of algorithms on BIOME MAKERS Data, Results, Deliverables, Technology, Proprietary Information, or biological sample inputs. Derived Data is deemed the exclusive proprietary property of BIOME MAKERS.

2.10. Deliverables or Results

means all analytical outcomes, biological profiles, bioindicators, data computations, metrics, recommendations, reports, and BeCrop® Reports generated, derived, or produced by BIOME MAKERS (or generated as a result of the Wet Lab Activities or Dry Lab Activities).

2.11. Joint Developments

means any novel, custom application code, bespoke graphical user interface configurations, or specialized reporting formats that are concurrently, independently, and jointly authored, conceived, and reduced to practice by both Parties pursuant to a fully executed Statement of Work (SOW) that expressly, unequivocally, and specifically designates such discrete deliverable as a "Joint Development" owned subject to the terms of such SOW.

2.12. Know-How

means any and all proprietary processes, techniques, knowledge, methods, software, enhancements, information, data, specifications, designs, trade secrets, and other intangible property (whether or not in documentary form and whether or not patentable or copyrightable) that relate or may relate to the Technology, the Assets, the Consumables, or the Brands, or to the design, development, production, or use of any goods or services embodying or using the foregoing, whether now owned or hereafter developed, acquired, or controlled by BIOME MAKERS.

2.13. MCP (Model Context Protocol)

means the standardized protocol, communication framework, specifications, and related technical mechanisms that enable artificial intelligence models, agents, or other compatible applications to securely discover, access, and interact with authorized tools, resources, data, and services made available through MCP-enabled systems, including, where applicable, BIOME MAKERS’ APIs, hosted systems, cloud infrastructure, or the BeCrop® Portal.

2.14. Metadata

means all associated technical, agronomic, geographic, environmental, soil composition, crop history, chemical, and physical data, information, and attributes collected or required to be collected alongside biological Samples.

2.15. Raw Sequencing Data

means the unprocessed genetic data generated directly by the sequencing equipment from CLIENT's samples, prior to any analysis, interpretation, or processing by BIOME MAKERS.

2.16. Results and Recommendations

Results and Recommendations consists of test results, documents, files, electronic media, whether visual, written or audible data. Results and Recommendations constitute the exclusive work product and intellectual property of BIOME MAKERS and have been developed and maintained at the cost and expense of Company and is protected by domestic and fully protected under the United States Copyright Act (17 U.S.C. § 101 et seq.) and applicable common law.

2.17. Security Incident

means (a) any actual or suspected unauthorized access, acquisition, exposure, tampering, exfiltration, encryption, or destruction of BIOME MAKERS' systems, networks, software, or data assets; (b) any ransomware, advanced persistent threat (APT), denial-of-service (DoS/DDoS) event, or malicious code intrusion affecting systems maintaining integration or logical connection; or (c) any compromise, exposure, or credential-stuffing vulnerability involving user accounts, API keys, tokens, or security credentials.

2.18. Technology

means BIOME MAKERS’ proprietary biotechnology, soil microbiome sequencing and biological interpretation platforms, BeCrop® proprietary technology, computational bioactivity engines, bioinformatic analysis pipelines, predictive algorithms, artificial intelligence and machine learning models, cloud systems, software, APIs, Portal interfaces, proprietary sample collection kits, and confidential operational specifications.

2.19. Test Kits or Sample Kits

means the specialized, proprietary microbiome collection kits, barcoded preservation tubes, proprietary biological stabilization buffers, packaging vessels, and associated instructions provided, designated, or mandated by BIOME MAKERS for sample capture and transit.

2.20. Trade Secrets

means all confidential and proprietary technical and business information, including source code, bioinformatic pipelines, algorithms, training regimens, biological methodologies, customer pricing, and strategic data, protected under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.), the Uniform Trade Secrets Act (UTSA) as enacted in the governing jurisdiction, and applicable state common law.

2.21. BeCrop® Products & Solutions

Test, Trial, Farm, collectively means all tangible goods, proprietary technologies, software, bioinformatic workflows, and metagenomic analytical services offered by the Company, whether provided on a recurring subscription basis or through individual, non-subscription (on-demand) transactions, expressly including, without limitation, the BeCrop® product lines (Test, Farm, Trials and any future product or services), physical sampling kits, BeCrop® Portal analytics, predictive artificial intelligence models, and associated agentic systems.

Sample Collection, Logistics and Laboratory Conditions

3.1. User samples

3.1.1.

By clicking "I Accept" or "I Agree," you represent and warrant that you have read and accept these Terms of Use, that you are the lawful owner of all samples and information provided to Biome Makers (“True Sample Owner) and that if you are acting on behalf of a corporate entity, you are a duly authorized representative with the requisite corporate power and authority to execute and bind such entity to this Agreement.

3.1.2. User Declaration and Warranty

The User declares and warrants to the Company that:

1. User is the sole lawful owner or authorized custodian of the Sample and possesses the legal right of access to the physical real property ("Parcel") from which the Sample was collected, having obtained all necessary regulatory permits, licenses, and consents required by applicable state, federal, or international laws, including laws governing genetic resources and biodiversity (e.g., the Lacey Act and applicable access and benefit-sharing protocols), and has full legal authority to transfer the Sample to Company.
2. User is the exclusive owner or authorized licensee of all data and information provided concerning the Sample and the Parcel, and guarantees the accuracy, completeness, legality, and scientific traceability of all such data, accepting sole liability for any inaccuracies or omissions.
3. User acts as an authorized agent of the true owner of the Sample and the Parcel, with full legal capacity to deliver the Sample and provide all related information.
4. All geographical coordinates, spatial data, and descriptive metadata provided by User are accurate, lawfully obtained, and represent necessary inputs for the execution of genomic sequencing, analysis and Company’s service delivery.

3.1.3. 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.

3.1.4. 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.

3.2. Export Controls and Sanctions

By purchasing Services or requesting the provision of sampling kits through the online store, the User represents, warrants, and covenants, under its sole and exclusive liability, that the soil samples provided for bioinformatic processing and genomic sequencing have been lawfully collected and harvested, and do not violate any applicable public policy, sovereign statutes, or international treaties concerning national genetic heritage, genetic resources, and biodiversity access.

The User assumes sole, exclusive, and indivisible liability for the legality, chain of custody, and comprehensive traceability of the samples prior to their physical delivery and formal technical acceptance at the Company’s genomic laboratory (“Wet Lab”), including sole responsibility for any customs seizure, delays, or regulatory holds during transit. Consequently, the User agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, shareholders, employees, agents, and technicians from and against any and all third-party claims, government investigations, administrative fines, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) arising out of or related to the harvesting, ownership, handling, and cross-border transport of the submitted biological materials.

Furthermore, the User explicitly represents, warrants, and covenants that:

3.2.1. Sanctions Compliance

Neither the User nor its beneficial owners, directors, officers, or affiliates are designated on, or owned or controlled by any party designated on, any international sanctions, economic embargoes, or restricted party lists maintained by authorized international bodies or government authorities, including, without limitation, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the U.S. Department of Commerce, the European Union, and the United Nations Security Council, or any other applicable restricted party lists.

3.2.2. Restricted Jurisdictions

The User shall not access, utilize, deploy, or redirect the Services, API interfaces, or autonomous AI agent infrastructure within or to any restricted jurisdictions, embargoed countries, or geographic territories prohibited under U.S. export control laws, international trade laws, or applicable foreign statutes.

3.2.3. Export Control Enforcement

The User shall strictly comply with all applicable export control laws, including, without limitation, the U.S. Export Administration Regulations (EAR), customs regulations, and biosecurity protocols governing the cross-border transfer of biological materials, software, and derived technological data resulting from the soil analysis.

3.3. 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); provided, however, that it shall be the User's sole and exclusive obligation to ensure the representativeness and consistency of the collected data by strictly adhering to such technical guidelines.

3.4. Shipment

The costs of shipping the Service Kit to Client are included in the Service price published on the Website. Notwithstanding the foregoing, shipments made to Clients located outside of the United States or the European Union are subject to a flat rate shipping fee of USD/EUR 25.00 (Africa, Latin America) and USD/EUR 70.00 (Oceania and Asia), or the USD equivalent thereof, which fees may be adjusted unilaterally by Company at any time without prior notice.

All costs, fees, and expenses associated with the shipment and return to BIOME MAKERS of the Samples collected by Client, utilizing the Service Kit supplied by BIOME MAKERS, shall be borne exclusively by Client. It shall be Client’s sole and exclusive responsibility to ensure that all Samples are received physically by BIOME MAKERS free of any damage, alteration, contamination, or defect. Unless expressly stated otherwise by Company in a signed writing, Company's Service prices exclude all such shipping, freight, insurance, and transportation charges.

All shipping, delivery and performance dates provided by Company are estimates and approximate dates only, and Company shall not be liable for any direct, indirect, incidental, or consequential losses, damages, or penalties resulting from any delay in delivery. Client shall not have the right to refuse delivery or otherwise be relieved of any of its obligations hereunder as a result of any such delay. If the delivery of a Service Kit to Client is delayed due to any cause within Client's control, fault, or omission, Company may, in its sole discretion, place the products in storage at Client’s sole risk, cost, and expense, or terminate and cancel the order without any further liability, penalty, or obligation to BIOME MAKERS. Risk of loss and title to the Service Kit shall pass to Client immediately upon delivery of the items to the commercial carrier at Company’s facility (EXW / FOB Shipping Point).

Shipments within the Iberian Peninsula will be made via Nacex, and shipments to the rest of the world will be made via UPS or any other reputable commercial carrier. BIOME MAKERS reserves the right to change or substitute courier service providers at any time in its sole and absolute discretion, without prior notice or liability to Client.

3.4.1. Shipment, Risk, and Express Disclaimer of Liability Prior to Receipt

The transportation and shipment of Samples shall be performed at the sole cost and risk of the Client. BIOME MAKERS shall assume no liability whatsoever for any loss, delay, deterioration, biological contamination, physicochemical alteration, or loss of scientific viability of the Samples occurring prior to their formal written receipt and technical validation at the Company’s laboratory facilities. The Client shall strictly comply with the packaging and transport guidelines provided in the shipping forms ("Submittal Forms").

3.4.2. “I send my Soil Sample/s” shipping option

If Client selects this option, the shipping fee for the Service Kit shall be waived, and Company will not ship a sampling kit to Client. Client shall package and ship its soil samples in strict accordance with the following instructions and requirements:

1. Use a new plastic sterile container (example: falcon tube)
2. Minimum quantity of 10g of soil
3. Hermetically sealed
4. Following purchase, Company's customer service team will contact Client and issue a unique BIOME MAKERS identification code for each sample, which code must be clearly written or typed via computer and prominently displayed on the container.

Client's failure to strictly comply with any of the foregoing requirements may result in the sample being rejected, destroyed, or discarded by Company in its sole and absolute discretion, because it cannot be properly cross-referenced or processed upon arrival at the laboratory, and Company shall have no liability to Client for any such discarded samples, nor shall Client be entitled to any refund or credit.

3.5. 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, utilizing advanced bioinformatics, proprietary machine learning algorithms, and artificial intelligence models.

The Company assumes no liability, warranty, or risk of loss of any kind regarding the samples until such samples are physically received, inspected, and formally accepted in writing at the laboratory facility and expressly verified to be free of any prior contamination or defect. In the event that a soil sample degrades, becomes biologically or chemically contaminated during transit, or otherwise loses its scientific or molecular integrity for any reason prior to insertion into the sequencer, Company shall have no liability or obligation whatsoever for any failed analyses, inaccurate outputs, or inability to deliver the Services. Under such circumstances, Client shall be solely responsible for all costs and expenses associated with sample extraction, replacement, and re-shipment.

3.6. Regulatory Restrictions

In addition to the restrictions set out in these Terms: (a) you must use the Services and any products that we may supply to you in connection with the purchase of our Services in accordance with our instructions; (b) you are solely responsible for making sure that the way you use our Services and any products that we may supply to you in connection with the purchase of our Services complies with applicable laws, regulations and governmental policies; (c) you must obtain all necessary approvals and permissions you may need in connection with the Services; and (d) it is solely your responsibility to make sure the Services are suitable for your particular use.

In addition to the restrictions set out in these Terms: (a) User covenants and agrees to utilize the Services and any products, software, or deliverables supplied by Company in connection with the purchase thereof in strict accordance with all operational instructions and guidelines provided by Company; (b) User shall be solely and exclusively responsible for ensuring that its specific deployment and use of the Services and any associated products complies with all applicable federal, state, local, and international laws, regulations, statutes, and governmental policies (including, without limitation, export controls, biosecurity protocols, data privacy laws, and artificial intelligence regulations); (c) User shall obtain and maintain, at its sole cost and expense, all necessary governmental and regulatory approvals, permits, clearances, and licenses required in connection with the receipt, implementation, and use of the Services; and (d) User acknowledges and agrees that it is solely and exclusively User’s responsibility to evaluate and determine whether the Services are suitable for User’s particular purpose, requirements, or use.

BeCrop® Products & Solutions (Test, Farm, Trials, future products)

4.1. Services Description

The Services provided by BIOME MAKERS along with their respective technical specifications and then-current pricing, are set forth on the Website.

The Company reserves the right, in its sole and absolute discretion, to determine which Services are made available for purchase via the Website. BIOME MAKERS may, from time to time, add additional, modified, or complementary products and/or services to those currently offered. Furthermore, BIOME MAKERS retains the right to remove, discontinue, or suspend any of the offered Services, temporarily or permanently, at any time and without prior notice, any of the offered Services.

To purchase one or more of the various Services on the Website, the Client must follow the instructions indicated therein throughout the entire purchasing process, including the mandatory electronic review and binding acceptance of all applicable general terms and specific conditions.

4.2. Process for purchasing the Biome Makers’ Services

In order to procure Services or execute any transaction on the Website, all Clients (or authorized corporate representatives acting on behalf of such Clients) must be at least 18 years of age and possess the legal capacity to enter into binding contracts.

The technical and operational workflow for placing orders for Services shall be executed strictly as follows:

1. Client will select the Services for purchase on the Website and make the required payment via the electronic payment gateways integrated into the Website
2. As a condition precedent to the completion of any purchase, Client shall fill out a mandatory data collection form and provide verifiable, accurate information to BIOME MAKERS (including, without limitation, Client’s full legal name or corporate denomination, physical address, telephone number, and designated contact e-mail address).
3. BIOME MAKERS will then verify the information provided by the Client and send a confirmation email accepting (or rejecting, at BIOME MAKER’s discretion) the order for Services, and providing additional information regarding the Services purchased.
4. BIOME MAKERS will send an email to the Client with all the instructions and credentials required to register in BIOME MAKERS’ BeCrop®Portal https://portal.becrop.com/login (hereinafter the “Portal”). Clients are required to be registered on the Portal to be able to access the results of the Services and for a better user experience.
5. BIOME MAKERS will then deliver another email to the Client informing the Client on how to take the corresponding samples for the adequate provision of the Services, and how to use the Service Kit (as defined below). This email will also contain an attached form to be filled in with the corresponding metadata regarding the samples taken for the Services, and which must be returned to BIOME MAKERS along with the samples taken using the Service Kit.
6. BIOME MAKERS will then proceed to deliver the Service Kit to the Client, together with the required instructions to obtain the samples and send them back to BIOME MAKERS.
7. Once laboratory analytics and data processing are finalized, BIOME MAKERS shall issue an electronic notification informing Client that the final deliverables and analytics are available for secure review and download within the Portal interface.

The data provided by the Client will in all cases will be deemed true, accurate and complete, and the Client expressly consents to the treatment of such information in accordance with the privacy policy of BIOME MAKERS (https://biomemakers.com/privacy-policy). By using the Website or the Portal, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Website is hosted in the United States. If you access the Website from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Website, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

It will be the Client’s responsibility to set its credentials on the Portal, which will enable the Client’s access to additional services and/or tools offered. You agree to keep your passwords confidential and will be responsible for all use of your accounts and passwords. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

By using the Website and the Portal, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Website and the Portal through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Website and the Portal for any illegal or unauthorized purpose; and (7) your use of the Website and the Portal will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Website and/or the Portal (or any portion thereof).

The steps and requirements to be followed to purchase Services are detailed clearly and simply on the Website. Additionally, the Client may receive e-mails from BIOME MAKERS providing further details on the purchase process, instructions for the correct use of the Services and/or any required or recommended steps post-purchase.

It is recommended that Client prints and/or keeps a copy on a durable medium of this Agreement when the order is placed, as well as the corresponding Services’ invoice generated and sent to the Client by BIOME MAKERS, once an order for Services has been accepted.

4.3. Delivery of items required for the services

Following receipt of the order confirmation e-mail sent to the Client, BIOME MAKERS will send a kit to the Client corresponding to the Services acquired (the “Service Kit”). The Service Kit will include the specific number of sample tubes required for BIOME MAKERS to adequately conduct the analysis required as part of the contracted Services pursuant to the applicable technical specifications, and the Service Kit’s sampling instructions. The Service Kit shall be delivered to the physical address provided by the Client at the time of placing the order. Any amendments to the Client’s delivery address for the Service Kit must be made no later than two (2) days after receiving the confirmation email for the order of Services from the Company. These changes must be informed by the Client to BIOME MAKERS through a written communication. The analysis of the samples that comprises part of the Services shall commence the moment at such time as BIOME MAKERS receives the physical samples back from subject to the verification of their technical viability and the limitations set forth herein.

4.4. Subscription Package Features

4.4.1. Continuous Monitoring

Allows Client’s authorized users to monitor soil status over time, identifying trends and variations to assist Client in its evaluation of agricultural performance and sustainability; provided, however, that such functionality is provided on an "as-is" basis without any express or implied warranty regarding actual crop yield, commercial outcomes, or specific agronomic results

4.4.2. Access to Historical and Comparative Data

Permits Client’s authorized users to access a repository of historical analytical reports to facilitate the comparison of results improvements or areas of opportunity in soil health management, subject to the active term of the applicable Subscription and BIOME MAKERS’ standard data retention and purging protocols.

4.4.3. Technical Support and Advice

In addition to the subscription package, personalized technical assistance and advice based on the analysis results may be procured, the provision of which shall be subject to the additional fees and specific terms set forth in the corresponding Order Form, for the sole purpose of supporting the Client in implementing agronomic practices under its exclusive responsibility.

4.5. Number of Samples and Reports Included

The maximum number of samples the Client is authorized to send and the digital reports they will receive shall be explicitly established on the Website at the time of the subscription package contracting. These limits shall remain constant during the applicable Subscription Term and are considered an integral part of the service provided by BIOME MAKERS.

4.6. Company subscription packages

The Biome Makers subscription package (BeCrop® Farm) is a comprehensive, recurring, subscription-based service that the Company provides to the Client through the website. With this package, the Client receives the results of the biological soil analysis performed using the BeCrop® tool, which offers detailed analytical information on nutrient cycling, soil health, and biodiversity, based on the automated interpretation of the function and structure of the microbiome. Additionally, the service includes complementary information designed to assist in agronomic decision-making, serving as a support tool for soil evaluation, without constituting a guarantee of actual crop yield or agricultural results by the Company ("Subscription Packages").

Process: The packages are structured around four fundamental pillars:

4.6.1. Smart Sampling System

The Client 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 Client, the accuracy of which is strictly conditioned upon the veracity and completeness of the data provided by the Client.

4.6.2. Sample Collection

The Client receives technical guidelines and materials necessary for the correct collection of soil samples at previously established intervals (e.g., quarterly or semi-annually), and the Client shall be solely responsible for ensuring the representativeness and consistency of the collected data and samples.

4.6.3. Specialized Laboratory Processing

The collected samples are sent to a specialized laboratory associated with the Company's 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.

4.6.4. Delivery of Results and Recommendations

As a result of the sample analysis and the computer processing of the Parcel or Parcels, a detailed digital report is generated and delivered. This report includes a description of the functional state of the soil, as well as indicative recommendations and comparative analyses to facilitate strategic decision-making in agronomic management, which shall be executed at the Client's sole risk.

4.7. User commitments under BeCrop® Products & Solutions

4.7.1. Active Participation in Collection

User shall actively participate in the sample collection process, including, but not limited to, acting with strict diligence to return samples to the Company and ensuring that samples are sent to the Company in a timely manner and under the technical stipulated conditions.

4.7.2. Information Provision

User shall provide all necessary, accurate, and complete information regarding the User Sample and/or Parcel for the Company to generate Company General Content and User Results and Recommendations, within a reasonable time that shall not exceed the technical timeframes required after the Company requests such information.

4.7.3. Compliance with Technical Recommendations

User shall follow any and all technical and scientific recommendations and guidelines established for the correct sample and data collecting. Strict compliance with such protocols constitutes a mandatory condition precedent to safeguard the validity and representativeness of the Results and Recommendations by the Company, releasing the Company from any liability in case of non-compliance.

4.7.4. Notification of Impediments

User shall Notify Company in writing within seven (7) days upon the occurrence of any event that will delay or impede User’s ability to perform the collection activities or information provision under these Terms of Use, provided that such notification shall not excuse the User from the fulfillment of its subscription payment obligations.

4.8. Delivery of Results and Recommendations

As a result of the sample analysis and/or Parcel computation, a detailed digital report is generated and made available to the Client through the Portal. This report includes not only a description of the functional state of the soil but also indicative recommendations and comparative analyses designed as support tools to facilitate strategic decision-making in agronomic management; provided that such recommendations are issued on a strictly non-binding basis and shall be executed at the sole risk and responsibility of the Client, without constituting a guarantee of agricultural, commercial, financial or yield results by BIOME MAKERS.

4.9. Payment and invoicing

The invoice corresponding to the purchase of Services will be sent by BIOME MAKERS by electronic mail to the address provided by the Client at the time of placing the order (or to any other appropriate e-mail, if the Client subsequently notifies BIOME MAKERS in writing of a change in the contact e-mail), ordinarily within seven (7) business days following the Client’s receipt of a confirmation e-mail stating that the order has been accepted.

Unless we have agreed otherwise in writing, payment must be made upon placing the order for the Services through the Website. Each order is a separate transaction, and you may not off-set payments, including from one order against another. We reserve the right to require you to provide any security to our satisfaction, if we believe in good faith that your financial condition does not justify the payments terms otherwise specified. You will make all payments in the currency specified when placing the order for the Services on the Website.

Unless otherwise agreed in writing, payment must be made upon placing the order for the Services through the Website. Each order is a separate transaction, and the Client may not off-set payments of any nature, including from one order against another. Company reserves the right to require the Client to provide any security to its satisfaction, if it believes in good faith that the Client's financial condition does not justify the payment terms otherwise specified, being fully authorized to suspend the provision of the Services upon refusal. Clerical errors, typographical errors, or omissions of an administrative nature, whether in computation or otherwise in any order, quote, invoice, or other documentation or correspondence, are subject to unilateral correction by BIOME MAKERS at any time without assuming any liability thereunder.

4.9.1. Forms of payment

Immediate payment for the Services shall be made by the Client through the secure SSL payment gateway provided on the Website (currently Stripe-integrated payment gateways for purchases made from North, Central, and South America and the rest of the world (the “Payment Platforms”)). BIOME MAKERS may change its SSL payment gateway at any time. The Client agrees and acknowledges that the terms and conditions and privacy policies of the Payment Platforms will apply to its payment for the Services. Before making a payment, such terms and conditions must be reviewed and accepted by the Client. The Client agrees and acknowledges that the Payment Platforms are independent from BIOME MAKERS in all respects and that, as such, BIOME MAKERS is not liable for any claim that the Client may have relating to the use of the Payment Platforms. If a refund is duly authorized under this Agreement, or in case of an authorized cancellation of an order, the amount will be reimbursed exclusively to the same payment card utilized in the transaction.

All the Client’s personal data provided to BIOME MAKERS for purposes of making a payment, such as bank information, will be protected with all the security measures established in the European Regulation for Data Protection and the Information Society Services Law, with full confidentiality by BIOME MAKERS.

All the Client's personal data provided in connection with a payment, to the extent processed by BIOME MAKERS, will be protected with the security measures established under applicable U.S. federal and state privacy and data security laws, including, where applicable, the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and applicable payment card industry security standards (PCI DSS), with full confidentiality guaranteed by BIOME MAKERS pursuant to its internal policies.

It is the Client’s sole responsibility to review and accept the Payment Platforms’ specific terms and conditions. BIOME MAKERS does not make any representations or warranties, in whole or in part, with respect to any of the terms therein contained, and any relationship regarding them is exclusively between the Client and the Payment Platforms.

Client is advised to print and/or retain a copy of this Agreement on a durable medium at the time an order is placed, together with the corresponding invoice for the Services generated and sent to Client by Biome Makers once an order for Services has been accepted.

4.9.2. Prices and Taxes

4.9.2.1. Pricing

The prices for the Services (quoted in USD$ or such other currency as designated on the Website or applicable Order Form) are set forth on the Website, together with their respective functional specifications, promotional offerings, and applicable volume discounts.

4.9.2.2. Taxes

Except as set forth herein, prices do not include any taxes (including goods and services tax, sales tax, use tax, value added tax, customs duties and tariffs), duties, levies or other government fees that may apply to your order. If applicable, it will be the Client’s responsibility to pay such taxes. If for any reason, the taxes applicable to the purchase of Services on any order are paid by BIOME MAKERS, the corresponding cost will be added to the Client’s invoice. Any tax exemption claimed by the Client, must be accompanied by a valid, signed certificate or letter of exemption for the respective jurisdiction which has issued it.

The prices of the Services may be modified by BIOME MAKERS at any time without prior notice; provided that BIOME MAKERS shall not change the price of any Services applicable to an order that has been formally accepted and is in progress (i.e., pending analysis of the samples and/or delivery of the applicable results) without the Client's prior written approval. The applicable price shall be the price displayed on the Website at the time the Client places the order. The final cost for the order, including any applicable taxes, shall be communicated to the Client through the online purchasing process on the Website, prior to the confirmation of acceptance and checkout and payment.

4.10. Payment Terms

1. The Client agrees to pay in advance the total amount of the BeCrop® Products & Solutions, according to the rates in effect on the Website at the time of contracting.
2. In the event invoices are issued by the Company, the Client agrees to pay all invoices within thirty (30) days from the invoice date.
3. 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, the BeCrop® Portal, and sample processing until all outstanding invoices are paid in full, without any liability arising for the Company from such suspension for service delays or interruptions.

4.11. Reimbursement Obligation for Non-Compliance Expenses

The Client agrees to reimburse and indemnify the Company for any cost, expense, loss, or disbursement incurred in connection with extrajudicial or judicial collection activities and enforcement efforts (including reasonable attorneys' fees, both internal and external, court costs, administrative expenses, and collection fees) arising from non-compliance with payment obligations or any other terms and conditions established in these Terms.

4.12. Company Commitments under the Subscription Package

4.12.1. Sample Collection Assistance

The Company shall provide remote technical and logistical assistance to the Client in the coordination and collection of Samples, which includes, where applicable, the provision of a collection kit or tool.

4.12.2. Access to Content and Results

The Company shall provide the Client (and its authorized users) with access to the Company’s General Content, as well as to the Results and Recommendations generated from the analysis of the samples, in accordance with the purchased Subscription Package.

4.12.3. Technical Support Resources

The Company shall provide the Client with informational resources to assist in the interpretation of the Results and Recommendations. Such resources may be delivered through various means as the Company deems appropriate in its sole discretion, including, without limitation, through the mobile application, supplemental digital materials, or, upon prior agreement and subject to availability or additional fees, in-person sessions.

4.13. Disclaimer or Warranties

BeCrop® results represent solely a stochastic, probabilistic diagnosis at a specific point in time and are provided on an "AS IS" and "AS AVAILABLE" basis, excluding any implied warranty of merchantability under the Uniform Commercial Code ("UCC") as adopted by the applicable state, and excluding any guaranteed increase in crop yields.

4.13.1. Disclaimer of Express and Implied Warranties

The 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, completeness, 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 the Content, Company Services, Licensed Materials, User Results and Recommendations, the Website, or any other information disseminated or transmitted under these Terms of Use.

4.13.2. Disclaimer of Additional Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW OF THE UNITED STATES, INCLUDING THE UNIFORM COMMERCIAL CODE ("UCC") AS ADOPTED BY THE APPLICABLE STATE, THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING ITS OPERATIONS, SERVICES, OR ASSETS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, THE COMPANY DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF ANY PREDICTIVE PROJECTIONS, ESTIMATES, OR BUDGETS RELATED TO AGRICULTURAL YIELDS, OPERATING RESULTS, OR FINANCIAL CONDITIONS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER AT LAW OR IN EQUITY, AND ALL OTHER REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS ARE HEREBY EXCLUDED.

4.13.3. Statutory Savings Clause

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO CLIENT. IN SUCH CASES, THE COMPANY'S WARRANTIES SHALL BE LIMITED TO THE MINIMUM EXTENT PERMITTED BY APPLICABLE LAW.

4.14. Limitation of Liability, Releases, and Indemnification

4.14.1. General Disclaimer and Waiver of Liability

To the fullest extent permitted by applicable law, and in consideration for Company’s provision of services, client hereby fully releases, waives, and forever discharges company, its officers, directors, employees, agents, affiliates, and subsidiaries from any and all liabilities, claims, demands, losses, or damages arising out of or in any way related to the company services, licensed information, or content displayed on company’s website. This comprehensive waiver includes, without limitation, claims for direct, indirect, special, incidental, or consequential damages, economic loss, lost profits, lost recoveries, or business interruption, except to the extent caused by company's gross negligence or willful misconduct.

4.14.2. Results and Recommendations Disclaimer

The analytical results and recommendations provided by the Company are delivered strictly for research and evaluation purposes and shall not serve as a substitute for professional agronomic, scientific, or commercial advice provided by a qualified specialist. Client assumes sole and non-delegable responsibility for the use, evaluation, deployment, and interpretation of all such outputs. Company shall not be liable for any losses, liabilities, or damages arising out of Client's deployment of such results and recommendations, including, without limitation, adverse effects on operating profits, gross revenue, agricultural production, crop yield performance, anticipated cost savings, commercial opportunities, business contracts, or corporate reputation.

4.14.3. Absolute Cap on Aggregate Liability

Notwithstanding anything to the contrary contained herein, in the event Company is held liable to Client under any legal theory (whether in contract, tort, strict liability, or otherwise), Company’s total aggregate liability arising out of or relating to this agreement or the services shall not exceed the total fees actually paid by client to company under the specific subscription term giving rise to the claim

4.14.4. Acknowledgment of Inherent Risks

Client acknowledges and agrees that the deployment of Company Services, analytical algorithms, and Website tools involves inherent operational, scientific, and economic risks that cannot be completely eliminated. Such inherent risks include, without limitation, unforeseen or unintended analytical variations resulting from soil parameters, environmental factors, or field execution variables. Client confirms that its procurement and use of the Services are entirely voluntary, that Client knowingly and expressly assumes all such operational and commercial risks, and that Client retains ultimate responsibility for its operational safety, field management, and business outcomes.

4.14.5. Indemnification and Release of Claims

Client covenants and agrees, for itself and its corporate representatives, agents, affiliates, successors, and permitted assigns, to defend, indemnify, and hold harmless Company, its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, lawsuits, causes of action, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from Client’s procurement, deployment, or use of the Company Services. This obligation covers claims predicated upon Company’s ordinary negligence, but strictly excludes claims directly resulting from Company’s proven gross negligence or intentional misconduct. Additionally, if any third party asserts a claim, cause of action, or regulatory demand against Company or its affiliates alleging intellectual property infringement or any loss predicated upon (a) Client’s breach of any covenant or representation under this Agreement, or (b) Client’s unauthorized modification, unapproved deployment, reverse engineering, or commercial resale of the Services or any physical or digital component (including the Service Kit), Client shall fully defend, indemnify, and hold harmless Company and its affiliates from any resulting damages, settlement costs, judgments, legal fees, and associated administrative expenses.

4.15. Exoneration of Responsibility

The Client’s decision to obtain or use any Service from the Company is made entirely in reliance on the Client’s own skill, evaluation, and judgment and not in reliance on any conduct, statement, representation, or warranty (written or oral) made by or on behalf of the Company or its employees, officers, agents, or representatives unless expressly set out in these Terms. The Client is solely responsible for determining whether any Service will satisfy its operational requirements or will be suitable or fit for the Client’s specific purpose.

The express warranties granted by the Company herein extend only to the Client as the original purchaser and are non-transferable and non-assignable. The Company’ obligation to repair or replace any defective product that comprises the Service Kit constitutes the Client’s sole and exclusive remedy with respect to such physical products. Except as otherwise stated in this Agreement, the Company disclaims all other warranties, whether express or implied, oral or written, with respect to the Services and products, including without limitation all implied warranties (a) of merchantability or satisfactory quality; (b) of fitness for any particular purpose; and/or (c) that the products or digital tools are error-free or will accomplish any particular result.

To the maximum extent permitted by applicable law, the Company shall not be liable under any legal theory (including but not limited to contract, tort, negligence, strict liability, or warranty of any kind) for any indirect, special, incidental, punitive, multiple, exemplary, or consequential damages (including but not limited to costs of cover, lost profits, lost data, loss of business, loss of goodwill, or loss of revenue) that the Client might incur under this Agreement, or that may arise from or in connection with the Company’ products or Services, even if BIOME MAKERS had notice of the possibility of such damages.

In addition, the Company’ maximum aggregate liability arising out of or in connection with this Agreement or any of the Services is limited to 100% of the amount actually paid by the Client to the Company for the specific Services purchased that gave rise to the liability.

The provisions in this Section 4.15 do not limit or exclude the Company’ liability that cannot be limited or excluded by applicable law, including liability for willful misconduct, gross negligence, or liability for death or personal injury caused by negligence.

The Company does not support or make any warranties about products, software, components, or services manufactured or supplied by third parties that the Client purchases or uses through the Website or the Portal. When the Client purchases or uses a third-party product or service, such purchase and use are governed by the third party’s own contract terms. The Client must look directly to the relevant third-party manufacturer or provider for technical support and warranty claims. The Company agrees, however, to assign to the Client any warranty rights the Company may receive from the original manufacturer or third-party supplier, to the extent permitted by such third parties.

The Client acknowledges and agrees that the Service Kit and any other product or tool comprising the Services must be used in strict accordance with the instructions set forth on the Website, the Portal, the Service Kit literature, and any other instructions provided by the Company from time to time. It is the Client’s sole responsibility to ensure adequate use is given to the Service Kit and the products that comprise parts of the Services. Any samples received by the Company from the Client as part of the Services are accepted "AS IS" and assumed to be what the Client states they are. If the Company receives any sample that does not meet the technical requirements for the provision of the Services (by way of example, if the Client sends a substance other than suitable soil), the Client shall not be entitled to any type of refund whatsoever, and the Company is authorized to discard and destroy the sample at the Client's expense, without any further liability to the Company.

Any questions or doubts regarding the proper use of the Service Kit, any products comprising any part of the Services, or the specific substances that can be analyzed as part of the Services must be submitted through the support section of the Portal (https://portal.becrop.com/support / https://info.biomemakers.com/support/get-support) or via e-mail to support@biomemakers.com. The Client hereby expressly acknowledges that all claims, actions, and/or refunds derived from a misuse or improper use of the Service Kit or any of the products or Services of the Company are waived.

4.16. Scientific Limitations of the Service

4.16.1. Evolutionary Nature and Stochastic Inferences

The Client expressly acknowledges and agrees that the analytical Services, bioinformatic processing, and data-driven insights provided by the Company do not constitute an immutable metric, but rather a stochastic, time-specific snapshot of a living and mutating ecosystem. The soil microbiome is inherently dynamic, volatile, and deeply susceptible to exogenous variables. Accordingly, all analytical reports, scores, and algorithmic recommendations reflect solely and exclusively the biological, genetic, and environmental condition of the specific Client Sample received and processed by the laboratory at that precise point in time. All deliverables are provided strictly on an "as-is" and "as-available" basis.

4.16.2. Intervening Subsequent Variables and Attenuation of Liability

The Parties agree that any environmental, operational, or biological events occurring subsequent to the extraction or receipt of the Sample —including, without limitation, weather fluctuations, macro or microclimatic shifts, agricultural management practices, application of phytosanitary products, chemical or organic fertilization, crop rotations, soil tillage, or intrinsic biological successions— may fundamentally alter, disrupt, or modify the soil conditions and taxonomic distribution of the targeted land. The Company hereby disclaims any and all liability for data variances resulting from such subsequent interventions, which shall be deemed to break any chain of causation regarding the accuracy of the diagnostics over time.

4.16.3. Express Disclaimer of Commercial and Productive Results

To the fullest extent permitted by applicable law, the Company hereby disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular agricultural purpose, or non-infringement. Under no scenario shall the analytics, reports, or AI-generated recommendations be construed as a covenant, representation, or guarantee of guaranteed crop yields, productivity increases, financial enhancement, or the definitive eradication of crop diseases or soil pathogens. The Client assumes sole, exclusive, and non-transferable liability for the operational implementation of the insights and for all agronomic management decisions executed in the field, holding the Company completely harmless from any claims for lost profits, crop failure, over-fertilization, or commercial damages.

4.17. Rates and Price Updates

The rates applicable to the Subscription Package shall be those in effect on the Website at the time of contracting. These rates may be updated by the Company, being expressly understood as known and accepted by the Client at the time of contracting or upon the commencement of each service renewal period.

Data Governance and Artificial Intelligence

The User expressly acknowledges and agrees that the core of the contracted service transcends traditional laboratory chemical analysis and constitutes the provision of a dynamic bioinformatic environment for genomic processing and computational predictive analytics. Consequently, by accepting this provision, the User grants its express, free, specific, informed, and unambiguous consent (Opt-In) for the Company to execute cell lysis, DNA extraction, polymerase chain reaction (PCR), and automated sequencing processes on the supplied Samples, converting the physical substrate into logical assets (including, without limitation, FASTQ files and taxonomic profiles), and authorizing the inherent consumption or destruction of such physical Sample during processing.

Furthermore, the User explicitly and irrevocably authorizes the integration of its descriptive data and agricultural metadata with Company's agentic architecture and probabilistic Artificial Intelligence models, agreeing in advance and in a binding manner that:

(i) Reports, bioactivity diagnostics, metrics, and yield scores are generated by predictive algorithms operating under a scientific probabilistic approach and are delivered strictly on an "as-is" and "as-available" basis, without constituting any warranty of agronomic performance or specific commercial results; and

(ii) Sample-derived data, upon undergoing technical procedures of de-identification, pseudonymization, algorithmic dissociation, and aggregation, shall automatically become the exclusive, unencumbered property of the Company and shall be incorporated into Company’s proprietary consolidated datasets for the training, retraining, fine-tuning, benchmarking, and continuous enhancement of its foundational Artificial Intelligence models and agentic systems, maintained in a manner designed to prevent unauthorized re-identification of User or the exact cadastral boundaries of User's Parcels, in accordance with international privacy standards.

5.1. Ownership of information

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.

The data and Samples provided by the User shall be used for the execution of the services and for the Artificial Intelligence development and innovation purposes authorized under this clause, without infringing the User's privacy rights. The User retains exclusive ownership of its raw, unprocessed input data. Notwithstanding the foregoing, The Company owns and shall retain exclusive ownership of all intellectual property rights, industrial property rights, sui generis database rights, trade secrets, and technological developments resulting from processing, including derived logical assets, FASTQ files, taxonomic profiles, functional indexes, consolidated datasets, reports, algorithms, and Artificial Intelligence models trained or retrained with anonymized or pseudonymized data.

5.2. Privacy and data use

The information Company holds regarding User shall be used as set forth in these Terms of Use and for service delivery, identification, account administration, operational analytics, cybersecurity, and fraud or 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 “Privacy Policies”) and will: (i) process it solely for the purposes set forth herein or otherwise authorized; and (ii) implement reasonable and appropriate technical and organizational measures to prevent unauthorized or unlawful processing, as well as accidental loss, destruction, or damage thereto;

(b) personal data may be processed by Company, its affiliates, and third-party service providers throughout the world, subject to the implementation of the legal or contractual mechanisms and safeguards required under Data Protection Laws for international data transfers. The types of personal information collected and the specific processing purposes are described in detail in Company’s privacy policy, the latest updated version of which is incorporated herein by reference and may be accessed at (https://biomemakers.com/privacy-policy).

5.3. Responsibilities when using content generated with Artificial Intelligence

When using content, reports, recommendations, or diagnostics generated through Artificial Intelligence ("AI") provided by Company services, and as an essential condition for accessing and utilizing such functionalities, User shall comply with the following provisions:

5.3.1. Limited Purpose and Processing

The deployment of Artificial Intelligence (AI) models by Company is restricted to the delivery, maintenance, enhancement, and optimization of Company’s current and future platform features and services. AI models process user data on an aggregated, de-identified, or pseudonymized basis to optimize soil biological analysis, generate predictive insights, and deliver platform recommendations, without utilizing individualized data to identify User or User's specific real property boundaries without authorization.

5.3.2. Verification and Accuracy of Content

The User expressly acknowledges and agrees that content generated through Artificial Intelligence ("AI") is produced by probabilistic generative computational models that synthesize information based on the datasets on which they have been trained and may, from time to time, contain inaccuracies, biases, or fictitious outputs (commonly referred to as "hallucinations"). Although the Company may, in its sole discretion, conduct periodic evaluations of its AI algorithms and processes and implement technical quality-control measures for its AI systems, the User bears the sole, exclusive, and non-delegable responsibility to independently evaluate, verify, and validate any information or recommendation generated by the AI before relying upon or using such information to make any technical, agronomic, financial, or commercial decision. This preventive approach is intended to mitigate potential risks without compromising the quality or integrity of the Services.

5.3.3. Protection of Privacy and Sensitive Data

User covenants and agrees that it shall not input, transmit, or ingest any personally identifiable information (PII), sensitive personal data, proprietary trade secrets, or confidential third-party information into the AI prompts, input fields, or system interfaces. Company disclaims any and all liability for the accidental disclosure, processing, or ingestion of sensitive data submitted by User in violation of this covenant.

5.3.4. Lawful Use and Compliance with Third-Party Rights

User shall use all AI-generated content strictly in accordance with applicable federal, state, and local laws, rules, and regulations. User is expressly prohibited from utilizing AI-generated outputs for any illegal, deceptive, fraudulent, defamatory, or infringing purpose, or in any manner that violates or misappropriates the patent, copyright, trademark, trade secret, or other intellectual property rights of Company or any third party.

5.3.5. Exclusion of Company Liability

To the maximum extent permitted by applicable law, all ai-generated content is provided strictly on an "AS IS" and "AS AVAILABLE" basis. The Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event shall company be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, or for loss of profits, revenue, data, crops, or yield, arising out of or relating to Client use of, interpretation of, or reliance upon any ai-generated content. Client voluntarily and expressly assumes all risks associated with the use and implementation of such content.

5.4. Training of AI Models

At Biome Makers, the accuracy and analytical capability of the BeCrop® platform are based on a dynamic and evolutionary approach to training Artificial Intelligence (AI) models. Because soil constitutes a complex and dynamic ecosystem, influenced by interrelated factors such as agricultural practices, nutrient cycles, and microbial activity, the incorporation of a broad and continuous flow of data is essential to capture this inherent variability.

5.4.1. The Data Ecosystem

The Company’s AI models are nourished by a dynamic and constantly expanding data ecosystem, encompassing multiple dimensions related to soil health, including, among others, the following categories of information:

1. Agronomic Management and Care: Agricultural practices, crop rotation, and soil treatments that modulate microbial activity and nutrient availability.
2. Nutrient Profile and Soil Properties: Analysis of macro and micronutrients, texture, pH, and other physicochemical characteristics defining soil fertility.
3. Crop Type and Duration of Exploitation: Crop history and duration of land use to understand long-term transformations.
4. Nutrient Cycles: Natural processes of transformation and reuse of essential elements for plant growth within the soil ecosystem.
5. Microbial Activity: Biological processes performed by soil microorganisms that influence organic matter decomposition and nutrient availability.

5.4.2. Specific Provisions

Notwithstanding the foregoing, in relation to the training of artificial intelligence models, the following specific provisions shall apply:

1. Acceptance of these purchase terms or the execution of transactions within the store or portal granting access to the BeCrop® ecosystem constitutes User's express, free, specific, informed, and unambiguous consent (Opt-In) for the analytical processing of biological variables, satellite imagery, and probabilistic inferences associated with its Samples. Such acceptance immediately and inextricably incorporates the Report Disclaimer, excluding any causal link attributable to The Company for variations or decisions made based on the software's predictive inferences in the field.
2. The training of The Company's AI models focuses on identifying large-scale patterns and trends through the aggregation and collective analysis of large data volumes, enabling the continuous adaptation and refinement of algorithms in response to agricultural conditions.
3. The Artificial Intelligence models used in the services are developed and trained using soil health datasets from public, private, and scientific databases, academic research, proprietary technical information of The Company, as well as data and inputs derived from User following the application of pseudonymization, anonymization, or aggregation protocols.
4. Specific information provided by User is processed to generate its individual reports, analyses, and platform recommendations.
5. Models are updated periodically and automatically. This recalibration process improves the predictive accuracy of the algorithms without compromising User privacy. The Company owns and shall retain exclusive ownership of all intellectual and industrial property rights in and to the resulting AI models, algorithms, recalibration parameters, and aggregated datasets.

5.5. Data Taxonomy

In order to govern the data governance, usage rights, and ownership structure of the information processed under the services, the parties establish the following taxonomy of data:

Category	Examples	Ownership	Right to Use
Customer Data	Name, email address, corporate name, access credentials, and billing details	Customer	Provision of services
Parcel Data	Geographical and spatial information, crop type, agronomic history, and agricultural management practices, historical weather data.	Customer	Provision of services by generating analyses, benchmarking and agronomic studies.
Sample Data	Genomic material, microbial DNA sequences, FASTQ files, biomarkers, and laboratory metadata generated through the bioinformatic processing of the physical substrate	Customer (original physical Sample)	exclusive owner of all digital logical assets, processed sequences, and structured files resulting from sequencing. The Customer grants The Company an irrevocable, perpetual, worldwide, transferable, sublicensable, and royalty-free license to use such data for technological analysis, benchmarking, model calibration, and innovation of the platform.
Derived Data	Scores, soil health indices, rankings, predictive diagnostics	Biome Makers	The Company owns and retains exclusive rights.
Aggregated Data	global statistic and regional benchmarks	Biome Makers	The Company owns and retains exclusive rights.
AI Models	Algorithms, predictive models, feature vectors (embeddings)	Biome Makers	Exclusive rights
Agentic AI Systems	Specialized automations, agentic architectures	Biome Makers	Exclusive rights
Consolidated Database	The taxonomic registry of soil microbiomes.	Biome Makers	Exclusive rights
Individual Results and Reports	Reports delivered to Client	Limited License, non-exclusive, non-transferable, non-licensable, and revokable to use the Results	Exclusive Intellectual Property of Biome Makers of the structure, methodology, design and trademarks included in the Reports

5.6. AI-Agentic Systems Usage and Terms of Service

5.6.1. Transparency Notice and Scope of Agentic AI

The Company utilizes artificial intelligence ("AI"), generative AI, machine learning models, autonomous agentic workflows, and related automated tools (collectively, the "AI Systems"), which include, but are not limited to, the virtual assistant "AL". These AI Systems are integrated across multiple dimensions of our platform ecosystem to enhance service delivery, including but not limited to data interpretation, agronomic analytics, operational workflows, customer support, and system optimization.

5.6.1.1. Processing of Client Data by AI Systems

By accessing and using the platform, the User acknowledges and agrees that any data, parameters, environmental variables, or other information submitted by the User may be processed, analyzed, and interpreted by our AI Systems. This automated processing is performed to execute operational tasks, extract insights, and provide informational outputs, in strict accordance with our Privacy Policy and data protection commitments.

5.6.1.2. No Automated Legal Decisions and Human Oversight

The AI Systems do not execute automated decision-making that produces legal, binding, or similarly significant contractual effects on the User. The User assumes full responsibility for independently verifying any AI-generated data interpretations or operational recommendations before relying upon them for business, agricultural, or strategic decisions.

5.6.2. Use Policy for Assistant "AL" – Biome Makers

5.6.2.1. Scope of Application (Domain Specificity)

Assistant "AL's" responses are strictly limited to the agricultural sector. Any legal, medical, tax, or financial inference generated by the model shall be deemed Out-of-Distribution, lacking any validity or binding effect upon The Company.

5.6.2.2. Probabilistic Nature (Algorithmic Hallucinations)

User acknowledges and agrees that assistant "AL" operates through probabilistic models that may generate inaccurate, biased, or fictitious information ("hallucinations"). It is User's sole and non-delegable responsibility to independently verify any generated information prior to adopting operational or commercial decisions based thereon.

5.6.2.3. Use of Conversations for Retraining (RLHF)

The Company reserves the right to use the text of queries submitted by the User, following removal of all metadata or elements that would permit direct or indirect identification of the User ("Anonymized Queries"), for purposes of quality assurance, statistical and research analysis, and the training or retraining of Artificial Intelligence models through Reinforcement Learning from Human Feedback ("RLHF"), in order to improve the assistant's taxonomic and contextual accuracy. Anonymized Queries may be used perpetually for system training and enhancement purposes. The Company's use of Anonymized Queries shall not entitle the User to any compensation, nor shall such use be individually attributed to the User.

5.6.2.4. Confidential Information Warning

The User acknowledges that, unless an isolated Enterprise Instance has been contracted pursuant to a dedicated agreement with the Company, the assistant operates on shared cloud infrastructure utilizing third-party commercial Large Language Models ("LLMs"). The User is strictly prohibited from entering confidential information, trade secrets (know-how), or third-party personal data into queries submitted to the assistant without the express authorization of the owner of such information. The User shall bear sole responsibility for any disclosure of confidential or protected information resulting from a breach of this prohibition, and the Company shall have no liability arising therefrom.

5.6.2.5. Disclaimer for Data Leakage in Queries

User accepts that any confidential information voluntarily provided to assistant "AL" loses its strict confidential status toward The Company from the moment of input. User understand that language models may retain information patterns and integrate them within latent vectors. The Company disclaims all liability for any loss of competitive advantage or damages derived from User's voluntary exposure of such data to the algorithm.

5.6.2.6. Digital Hygiene Policy and Context Retention

To ensure information security, assistant "AL" operates under a principle of "Contextual Amnesia" between sessions (statelessness). Queries are processed in ephemeral context windows without persisting sensitive information. The Company guarantees that it will not commercialize raw User query data with third parties.

5.6.2.7. Aggregate Use Rights

User grants The Company a perpetual, irrevocable, worldwide, and royalty-free license to use entered data in an anonymized manner for retraining neural models, improving taxonomic accuracy, and analyzing agricultural sector trends, without generating any right to compensation for User.

5.6.3. Limitation of Agricultural & AI Liability

BeCrop® functional reports, nutrient cycle maps, and responses generated by automated Artificial Intelligence mechanisms constitute interpretative projections based on mathematical and metagenomic inferential models derived from the submitted biological sample. User acknowledges that the system operates under a scientific probability model and that outputs do not constitute infallible prescriptions nor replace human agronomic advice. User is bound by the mandatory obligation to submit any algorithmic recommendation to field technical validation by an independent certified agronomist under the "Human-in-the-Loop" principle. The Company shall not be liable for any loss of yield, phytotoxicity, crop death, ecological damage, or financial losses in parcels arising from the implementation of system suggestions executed without such human supervision.

5.7. Human Validation (Human-in-the-Loop)

User expressly acknowledges and agrees that all recommendations, biological input suggestions, phytosanitary insights, and diagnostic outputs generated by Company’s Artificial Intelligence systems (including the "AL" virtual assistant) are delivered through probabilistic machine learning models operating strictly as advisory computational tools, and do not constitute infallible or automated binding prescriptions.

To ensure comply with standard industry practices regarding human oversight ("Human-in-the-Loop"), User covenants and agrees that it shall not execute, apply, or implement any AI-generated recommendation, advice, or output in the field without first obtaining independent technical review, validation, and written verification from a certified professional agronomist or licensed agricultural consultant.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO CROP LOSS, YIELD REDUCTION, PHYTOTOXICITY, CROP DEATH, SOIL DEGRADATION, ECOLOGICAL DAMAGE, OR FINANCIAL LOSSES ARISING FROM OR RELATING TO USER’S RELIANCE UPON OR FIELD IMPLEMENTATION OF ANY ADVICE OR RECOMMENDATIONS GENERATED BY THE TECHNOLOGY OR ASSISTANT "AL" WHETHER OR NOT VALIDATED BY A CERTIFIED AGRONOMIST. USER VOLUNTARILY ASSUMES ALL RISKS ASSOCIATED WITH FIELD APPLICATION, AND THE FINAL DECISION FOR FIELD IMPLEMENTATION RESTS SOLELY AND EXCLUSIVELY WITH THE HUMAN USER.

5.8. Application Programming Interface (API/MCP) Restrictions

User’s access to and integration with Company’s Application Programming Interface (API) are strictly conditioned upon compliance with these Terms. User covenants and agrees that it shall not, directly or indirectly, nor shall it permit any third party, automated software, scraper, or autonomous artificial intelligence agent to:

1. Use the API, platform data, genomic sequences, or content to train, develop, calibrate, retrain, or fine-tune artificial intelligence models, neural networks, or algorithms external to the Company.
2. Engage in mass data scraping, crawling, indexing, or bulk downloading of genomic sequences, microbial profiles, metadata, or any other information contained on the platform, including by circumventing rate limits, authentication credentials, or the API's technological protection measures.
3. Conduct comparative performance analyses, latency testing, or competitive benchmarking for the purpose of designing, developing, building, or commercializing competing products or services.
4. Reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive or discover the source code, logical architecture, schemas, or underlying algorithms of the API or the platform.

Any breach of this clause shall constitute a material breach of this Agreement. The Company reserves the right to immediately suspend, revoke, or cancel API access credentials, without prior notice, upon detection of any anomalous or unauthorized activity, without prejudice to any other action or remedy available to the Company under this Agreement or applicable law.

Intellectual Property

6.1. Scope of Proprietary Rights

"Company Intellectual Property Rights" means all past, present, and future rights, title, and interest throughout the world, whether existing under statutory law, common law, equity, or administrative regulations, in and to:

1. The bioactivity engine (including without limitation BeCrop® technology), the global taxonomic database and related datasets; software, mobile applications, platforms, portals, websites, APIs, source code, object code, libraries; scripts; interfaces; algorithms; interfaces, technical solutions, workflows, processes, designs, artificial intelligence technologies including agentic architectures, foundation models, large language models (LLMs), neural networks, machine learning models, deep learning models and associated weightings), data architectures, database structures, technical solutions, methods, methodologies, workflows, biological and computational processes, designs; inventions; discoveries;, trade secrets protected under the Defend Trade Secrets Act (DTSA 18 U.S.C. 1836) and applicable state law; know-how; show-how; confidential and proprietary information; trademarks; service marks; trade names; business names; trade dress; product packaging configurations; logos; slogans; domain names; and all related intellectual property rights, whether registered or unregistered, owned, licensed, developed, acquired, or otherwise controlled by the Company, whether now existing or hereafter developed.
2. All general content, text, graphics, visual interfaces, taxonomies, schemas, and audiovisual materials delivered or made available through the Services.
3. Any data, metadata, taxonomic profiles, processed genomic sequences, bioindicators, or information extracted, derived, aggregated, or processed by Company with respect to soil composition or any other environmental sample, including any microorganisms or genetic information identified within the processed sample.
4. All results, analytics, metrics, predictive models, recommendations, and deliverables generated by Company ("Deliverables"), strictly excluding raw input data directly provided by Client.

6.2. Regulatory Protection Framework

Company Intellectual Property Rights are protected by United States copyright, trademark, patent, and trade secret laws (including DTSA 18 U.S.C. 1836 et seq.), international treaties, and applicable state statutory and common law rights, including all extensions, revivals, and renewals thereof, as well as the associated right to sue and recover damages for past, present, and future infringements or misappropriations.

6.3. Reservation of Rights and Platform Integrity

Company Intellectual Property Rights exist irrespective of the platform, medium, protocol, or format in which they are transmitted or communicated to Client (including Company’s Website, mobile applications, email, or physical mail). Except for the limited license explicitly granted in this Agreement, nothing contained herein grants or shall be construed to grant to Client or any third party any title, interest, license, or right to use, transmit, or reproduce any intangible assets, trademarks, logos, code, or content belonging to Company.

6.4. Client Materials, Ownership of Deliverables, and Assignment of Derivatives

6.4.1. Client Materials

Client shall retain all right, title, and interest (including all intellectual property rights) in and to the materials, raw sample data, and unprocessed information expressly provided to Company ("Client Materials"). Client warrants that it holds all necessary legal, environmental, and regulatory titles, licenses, and authorizations for the delivery and processing of such materials.

6.4.2. Deliverables Ownership and Underlying Retained IP

Client shall own the physical or digital copy of the final written report delivered as a result of the Services ("Deliverable"). Notwithstanding the foregoing, all underlying analyses, testing methodologies, processed sequencing information, taxonomic profiles, bioindicators, algorithms, data models, and derived information embedded within such Deliverable shall remain the sole, exclusive, and perpetual property of the Company.

6.4.3. Irrevocable Assignment of Derived Rights and Harvesting Restrictions

To the extent that any intellectual property or industrial property rights in the processed data, methodologies, metrics, analytics, or improvements derived from the Deliverables do not automatically vest in Company by operation of law, Client hereby irrevocably, freely, exclusively, and universally assigns to Company all economic exploitation rights worldwide for the maximum term permitted by law. This assignment expressly includes the right to use such elements to refine Company's algorithms, artificial intelligence models, and taxonomic databases. Client is strictly prohibited from reverse engineering, decompiling, data scraping, text and data mining (TDSM), or using Company IP to train third-party artificial intelligence models.

6.5. Custom Developments and Dedicated Private Instances

6.5.1. Special Development Regime

In the event that Client formally requests custom software development, tailored API integrations, agentic model tuning, or the implementation of private instances of Company’s technology, such services shall be subject to the indispensable prior execution of a separate, specific agreement (Statement of Work - SOW) governing the applicable terms, conditions, fees, and responsibilities.

6.5.2. Ownership of Underlying Technology in Private Instances

Unless expressly agreed otherwise in writing, ownership of any architecture, code, adaptation, customization, or improvement created during the establishment of private instances or custom developments shall belong solely and exclusively to Company, granting Client only a limited, non-exclusive, non-transferable, and revocable license for the duration of the contracted Services.

6.6. Unfair Competition, Non-Circumvention and Competitive Use Restrictions

By entering into this Agreement and thereafter following the expiration or termination hereof for any reason, for so long as Company's Confidential Information retains its confidential status or Company's Intellectual Property Rights remain protected under applicable statutory or common law, Client shall not, directly or indirectly, whether on its own behalf, through its affiliates, subsidiaries, officers, employees, or through any third party, engage in any conduct intended to or having the practical effect of developing, commercializing, facilitating, promoting, or supporting any product, service, software, or technology that competes with Company's business offerings through the use, deployment, extraction, or reliance upon Company's Intellectual Property Rights, Confidential Information, trade secrets (under the Defend Trade Secrets Act, 18 U.S.C. 1836 et seq., and state law), proprietary data, methodologies, workflows, processes, algorithms, artificial intelligence or machine learning models, agentic architectures, or technical know-how obtained from Company.

Without limitation, Customer shall not:

1. Use the Services, platform, or Deliverables to develop, validate, commercialize, or refine any competing products, services, algorithms, or technologies
2. Reproduce, emulate, replicate, adapt, decompile, reverse engineer, or derive the functional architecture, workflows, methodologies, artificial intelligence systems, machine learning models, analytical processes, or technical solutions embodied in the Services
3. Engage in unfair competition, trade secret misappropriation (under Law 1/2019), unfair free-riding on Company's business value or reputation, systematic imitation, tortious interference, customer diversion, or any other unfair commercial practices prohibited under Law 3/1991 on Unfair Competition or applicable European legislation
4. Circumvent or attempt to circumvent Company by directly engaging laboratories (including Wet Lab processing networks), technology partners, suppliers, or strategic allies identified through the Services for the purpose of reproducing, replacing, or bypassing Company's offerings and technology
5. Use any information, metrics, or results obtained under this Agreement to benefit direct or indirect competitors or to develop functionally equivalent solutions, benchmarking tools, or analytical models.

Any breach of this Section shall constitute a material breach of this Agreement and shall entitle Company, cumulatively and without prejudice to any other remedies available under applicable law or contract, to seek immediate cessation of the infringing activity, urgent injunctive relief, immediate termination of this Agreement, and full recovery of all resulting direct and indirect damages.

After-sales Policies, Integrations, and Sector Gaps

7.1. Sample Submission Deadlines

The Customer acknowledges and agrees that the Products and Services are subject to the following utilization periods and payment terms:

7.1.1. Product Utilization Periods

1. BeCrop®Tests and BeCrop® Farm. The Products must be fully utilized within twelve (12) months from the date of purchase.
2. BeCrop® Trials. The Products must be fully utilized within the applicable project term specified in the Agreement signed by the Parties.

7.1.2. Extension of Terms

The applicable utilization period or project term may be extended only by a written agreement signed by both Parties at least three (3) months prior to the applicable expiration date. If the Products are not fully utilized within the applicable project term or utilization period, the remaining Products shall be deemed delivered and invoiced to the Customer, and the Customer shall remain responsible for payment thereof.

7.1.3. Payment Terms

1. Projects with a total value of less than Three Thousand U.S. Dollars (US$3,000) must be paid in full in advance.
2. For projects with a total value of Three Thousand U.S. Dollars (US$3,000) or more, payment terms, including any milestone-based installments, shall be as specified in the applicable Agreement.
3. Failure to pay any invoice when due shall result in the immediate termination of all rights to use the Products and Services. BIOME MAKERS shall have no further obligation to provide access, support, or Services. BIOME MAKERS reserves all rights and remedies available under applicable law for the recovery of any unpaid amounts.

7.2. Survival

Notwithstanding the foregoing, the provisions of the Agreement that by their nature or the parties' intent should survive its termination or expiration shall remain in effect, including, without limitation, those relating to confidentiality, intellectual property and rights in software, artificial intelligence models, and data, indemnification, and the Company's limitations and exclusions of liability.

7.3. Subscription package termination

7.3.1. Termination for Breach

The Company or the User may terminate the Subscription Package immediately upon written notice to the other party in the event of a material breach by such other party of any material provision of these Terms of Use, provided that such material breach is not cured within thirty (30) calendar days following receipt of such formal written notice.

7.3.2. Cancellation Procedure by the Client

The Client may terminate this Agreement by providing written notice to BIOME MAKERS within ten (10) business days following the date of execution of this Agreement.

If the Client does not provide written notice of termination within such ten (10)-business-day period, any deposit paid or payable to BIOME MAKERS shall be non-refundable and shall be forfeited.

Any account credits issued by BIOME MAKERS may be applied toward future purchases or Services. Unless otherwise agreed in writing, such credits shall expire twelve (12) months from the date of issuance and shall not be redeemable for cash.

All termination or cancellation notices must be submitted by email to info@biomemakers.com, with the subject line “Cancellation Request.”

7.3.3. Termination of the Subscription at the Expiration of the Contracted Term (Without Prior Cancellation)

Upon expiration of the contracted term or any applicable renewal thereof, the User shall remain fully responsible for paying:

1. any outstanding payment obligation derived from the current renewal or financial commitments associated with the entire contracted period.
2. any future amount owed in accordance with these Terms of Use for the entire Subscription Period or its current renewal, as applicable.

7.3.4. Acknowledgment of Concessions and Compensation for Early Termination

The parties expressly acknowledge that the Company has granted price concessions, discounts, and special conditions based on the User's commitment to the full Subscription Period. Consequently, any fee difference, readjustment, or additional payment resulting from early termination or cancellation for reasons not attributable to the Company shall be deemed agreed compensation, providing fair and reasonable indemnification for damages caused to the Company, and shall not constitute an unenforceable penalty.

Terms of Use for the BeCrop® Portal

8.1. Website and BeCrop® Portal Terms of Use, Availability, and Access Restrictions

8.1.1. Service Availability and Infrastructure Disclaimer

Customer acknowledges and agrees that access to and performance of the website, the BeCrop® portal, and all associated digital interfaces, proprietary tools, platform features, biological and genomic data analytics, reports, and digital content (collectively, the "Digital Services") depend upon public telecommunications networks, cloud service providers, and third-party utility infrastructures. THE COMPANY SHALL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, LATENCY, DATA TRANSMISSION FAILURES, DOWNTIME, OR SYSTEM UNAVAILABILITY RESULTING FROM NETWORK CONGESTION, TELECOMMUNICATIONS DISRUPTIONS, SCHEDULED OR EMERGENCY MAINTENANCE, OR THIRD-PARTY HOSTING FAILURES.

8.1.2. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE DIGITAL SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND DEFECTS, AND CUSTOMER'S USE THEREOF IS AT ITS SOLE AND EXCLUSIVE RISK. BIOME MAKERS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY CUSTOM, USAGE OF TRADE, OR COURSE OF DEALING, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, DATA ACCURACY, SYSTEM INTEGRATION, NON-INFRINGEMENT, OR THAT THE OPERATION OF THE DIGITAL SERVICES WILL BE UNINTERRUPTED, SECURE, OR COMPLETELY ERROR-FREE.

8.1.3. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL BIOME MAKERS, ITS PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BIOLOGICAL OR GENOMIC DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE DIGITAL SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE ESSENTIAL PURPOSE OF ANY REMEDY HAS FAILED. TO THE EXTENT ANY JURISDICTION PROHIBITS THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, BIOME MAKERS' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW.

8.1.4. Account Security and Access Credentials

Customer shall maintain the strict confidentiality, integrity, and security of all login credentials, account identifiers, API keys, and passwords assigned to or created by Customer. Customer assumes full legal responsibility and liability for all transactions, omissions, data submissions, and activities conducted under its accounts. the Company reserves the right, in its sole and absolute discretion, to reclaim, suspend, or modify any username or account credential deemed improper, infringing, objectionable, unlawful, or infringing upon third-party rights.

8.1.5. Customer Warranties, Acceptable Use, and AI Data Restriction

Customer covenants, represents, and warrants that:

• All information provided during registration or account management is and shall remain true, accurate, current, and complete
• Customer possesses the requisite legal power and authority to enter into and perform under this Agreement
• It is not a minor within its jurisdiction of residence
• Customer shall not link the Website or the BeCrop® Portal to other websites, platforms, or online resources, including scoring or evaluation platforms, without the Company's prior written authorization.
• Customer shall not disrupt, damage, overburden, impair, or compromise the operation or security of the Digital Services, or any associated systems, servers, or networks.
• Customer shall not bypass, disable, tamper with, or interfere with any security, authentication, or access-control measures of the Digital Services.
• Customer shall not access or interact with the Digital Services through any automated, algorithmic, or non-human mechanism (including bots, crawlers, spiders, scripts, scrapers, or automated screen-scraping tools)
• Customer SHALL NOT HARVEST, SCRAPE, EXTRACT, MINE, DECOMPILE, REVERSE ENGINEER, DERIVE, OR AGGREGATE ANY DATA, BIOLOGICAL DATA, GENOMIC SEQUENCES, BECROP® ANALYTICS, METRICS, OR PROPRIETARY CONTENT FOR THE PURPOSE OF TRAINING, RETRAINING, TESTING, VALIDATING, BENCHMARKING, FINE-TUNING, OR DEVELOPING ANY ARTIFICIAL INTELLIGENCE (AI), MACHINE LEARNING (ML), DEEP LEARNING, OR ALGORITHMIC SYSTEM, MODEL, OR COMPETING PRODUCT OR SERVICE
• Customer’s use of the Digital Services shall strictly comply with all applicable export control, privacy, and commercial laws, and shall not infringe, misappropriate, or violate Company' Intellectual Property Rights, Trade Secrets, or proprietary databases.

8.1.6. Suspension, Termination Rights, and Preservation of Accrued Rights

The Company reserves the right, immediately, at its sole discretion, and without prior notice or liability for indemnity, to provisionally suspend or terminate Customer’s account and deny present or future access to the Digital Services upon any breach of this terms or the submission of false or inaccurate information. Any such suspension, termination, cancellation, or subsequent contract novation shall operate without prejudice to, and shall not constitute a waiver, discharge, or release of, any accrued rights, unpaid monetary obligations, existing causes of action, or legal and equitable remedies belonging to the Company accrued prior to the effective date of such termination or novation. Any violation may result in civil and criminal liability.

8.2. 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.

8.3. 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.

8.4. Ethical Conduct

Customer undertake and covenant to use the website, the BeCrop® portal, and all associated platforms (the "Digital Services") in accordance with the principles of contractual good faith, applicable law, and the highest standards of commercial and technological ethics. Customer is strictly prohibited from:

• Using the Digital Services for any unlawful, fraudulent, deceptive, or unauthorized purposes
• Falsifying data, identity credentials, or commercial and agronomic transactions
• Inputting, processing, or transmitting inaccurate or tainted data that distorts biological analyses or platform metrics
• Utilizing any data, features, or analytics obtained through the platform for purposes contrary to applicable regulations or prejudicial to the technical and commercial integrity of the Company.

Cookie and Tracking Technologies Policy

9.1. Regulatory Framework

The Company uses cookies, web beacons, pixel tags, software development kits (SDKs), and local storage technologies (collectively, "Cookies and Tracking Technologies") on https://biomemakers.com, the BeCrop® portal, and all associated digital interfaces (collectively, the "Digital Services"). This Cookie Policy describes the types of tracking technologies we deploy, the operational purposes for which they are used, and how users may exercise their opt-out choices and statutory privacy rights under applicable United States federal and state laws (including the California Consumer Privacy Act as amended by the California Privacy Rights Act, "CCPA/CPRA," and applicable state privacy statutes).

9.2. Definition and Function of Cookies

A cookie is a small data file downloaded onto the user’s terminal equipment (computer, smartphone, or tablet) upon accessing certain web pages, designed to store and retrieve information regarding the browsing activity conducted from such equipment. Cookies enable the recognition of user preferences (such as language, active session, and display settings), improve service delivery speeds, and optimize platform security. Certain cookies and tracking technologies may collect online identifiers (including IP addresses and browsing logs) that constitute personal data. The processing of such data shall be governed by this Policy and Company' Privacy Policy.

9.3. Categories of Cookies Used

The website and the BeCrop® Portal may deploy the following categories of cookies:

1. Technical or Strictly Necessary Cookies: Those that allow the user to navigate through the website and utilize the options or services available therein, such as controlling data traffic and communication, identifying active user sessions, accessing restricted areas, managing registration workflows or transactions, and ensuring platform security. These cookies are exempt from the prior consent requirement as they are strictly indispensable for the provision of the requested service.
2. Registration and Session State Cookies: Deployed to maintain user authentication during browsing and manage secure access to the BeCrop® Portal.
3. Personalization or Preference Cookies: Those that preserve user preferences to allow access to the service with predefined features that differentiate the user’s experience from other users (such as language or regional configuration).
4. Analytical or Performance Cookies: Processed either by the Company or by third parties (including web analytics platforms such as Google Analytics), these cookies quantify user volumes and statistically measure platform utilization to implement technical optimizations and performance improvements.
5. Advertising and Behavioral Advertising Cookies: Processed by the Company or third-party vendors, these cookies store information on user behavior obtained through continuous monitoring of browsing habits, enabling the development of specific user profiles to display tailored advertising or manage advertising inventory effectively.

9.4. Domain Cookie Inventory and Service Providers

Rather than static cookie lists that may evolve with technical updates, the Company categorizes tracking technologies by functional category and primary service providers. The updated real-time inventory, granular cookie attributes, and immediate opt-out choices remain continuously accessible via the Cookie Settings Panel.

Below is the non-exhaustive overview of the primary third-party services, cookie patterns, operational purposes, and retention profiles deployed across our domain:

• Cloudflare, Inc. (Essential Infrastructure & Security) — Patterns / Identifiers: __cf_*, _cfuvid. Purpose: Essential network security, performance optimization, traffic load balancing, and bot management to ensure safe platform navigation. Type & Duration: Strictly Necessary / Session and short-term persistent.
• HubSpot, Inc. (CRM, Marketing & Consent Management) — Patterns / Identifiers: __hs_*, hubspotutk. Purpose: Marketing automation, user journey analytics, contact form processing, and storing user cookie consent preferences. Type & Duration: Analytics and Preferences / Persistent and session.
• Google LLC (Google Analytics) — Patterns / Identifiers: _ga, _ga_*, _gat, _gid. Purpose: Aggregated statistical measurement of website traffic, page views, and navigation metrics to analyze and optimize platform performance. Type & Duration: Analytics / Persistent (up to 2 years) and session.
• Mixpanel, Inc. (Product & Behavioral Analytics) — Patterns / Identifiers: mp_bdf43463b82a40cf377053dbbca4fa80_mixpanel. Purpose: Product usage and in-app behavioral analytics (feature engagement, page views, user actions) to understand and improve the BeCrop® Portal experience. Type & Duration: Analytics / Persistent and session.
• Meta Platforms, Inc. (Facebook Pixel) — Patterns / Identifiers: _fbp. Purpose: Cross-site activity measurement to measure ad conversion rates and serve relevant contextual content on Meta platforms. Type & Duration: Advertising & Targeting / Persistent.
• Google LLC (Google Ads / DoubleClick) — Patterns / Identifiers: _gcl_*, test_cookie, __Secure-*, SEARCH_SAMESITE. Purpose: Conversion tracking, campaign performance evaluation, and delivery of targeted advertising across search and display networks. Type & Duration: Advertising & Targeting / Persistent and session.
• LinkedIn Corporation (LinkedIn Insight Tag) — Patterns / Identifiers: bcookie, li_*, lidc. Purpose: Professional audience measurement, campaign attribution, and delivery of targeted advertising on the LinkedIn network. Type & Duration: Advertising & Targeting / Persistent.

9.5. Management, Revocation, and Deletion of Cookies

The user may at any time accept, reject, or customize cookie preferences through the Cookie Settings Panel accessible from the footer of our website. Furthermore, the user may permit, block, or delete cookies installed on their terminal equipment by configuring the browser settings installed on their device. If technical or functional cookies are disabled or rejected, access to certain website areas or features of the BeCrop® Portal may be restricted or degraded. For cookie management across major browsers, official documentation may be accessed at the following links:

• Google Chrome: https://support.google.com/chrome/answer/95647
• Mozilla Firefox: https://support.mozilla.org/en-US/kb/enhanced-tracking-protection-firefox-desktop
• Microsoft Edge: https://support.microsoft.com/en-us/microsoft-edge/delete-cookies-in-microsoft-edge-63947406-40ac-c3b8-57b9-2a946a29ae09
• Apple Safari: https://support.apple.com/en-us/HT201265
• Opera: https://help.opera.com/en/latest/web-preferences/#cookies

9.6. Third-Party Cookies and Social Media Plugins

The Company integrates plugins and links to third-party social media and content platforms (including LinkedIn, YouTube, Google, Meta/Facebook, Instagram, and X/Twitter) that facilitate social interaction and external content access. The respective proprietors of such platforms act as independent data controllers regarding any data collected via their own cookies, pixels, or tracking technologies. The Company exercises no direct control over such technologies and disclaims liability for the privacy practices of such third parties. Users are advised to review the respective privacy and cookie policies of these platforms:

• Meta / Facebook / Instagram: https://www.facebook.com/privacy/policies/cookies/
• Google / YouTube: https://policies.google.com/technologies/cookies
• LinkedIn: https://www.linkedin.com/legal/cookie-policy
• X (formerly Twitter): https://twitter.com/en/privacy

9.7. Notice of Right to Opt-Out of "Sale" or "Sharing" for Targeted Advertising

If you are a resident of California or another state providing equivalent consumer privacy rights, you have the right to opt out of the "sale" or "sharing" of your Personal Information for cross-context behavioral advertising. Furthermore, our Digital Services are configured to recognize and process browser-based opt-out preference signals, such as the Global Privacy Control (GPC).

9.8. Updates to the Cookie Policy

The Company reserves the right to modify this Cookie Policy to reflect statutory, regulatory, or technical changes, or to comply with directives issued by the AEPD or European supervisory authorities. Users are encouraged to review this Policy periodically to remain fully informed regarding our use of cookies and tracking technologies.

Closing Clauses, Governing Law, Jurisdiction, and Cross-Border Dispute Resolution

10.1. Governing Law

1. European Union-Based Customers: For all transactions, operations, and access to the Digital Services entered into by Customers whose principal domicile or place of business is located within the territory of the European Union, these Terms and any dispute arising therefrom shall be governed by, and construed exclusively in accordance with, the substantive laws of Spain, without regard to its conflict of law principles.
2. United States and Rest-of-the-World Customers: For transactions executed by Customers located outside the European Union, this Agreement shall be governed by the laws of the State of Delaware, United States of America, without giving effect to any conflict of law principles.
3. Exclusion of CISG and UCITA: The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) is hereby expressly excluded.

10.2. Dispute Resolution and Binding Arbitration

1. Informal Negotiations: The Company and Customer (collectively, the "Parties") shall endeavor to resolve any dispute, claim, or controversy through informal, good-faith negotiations for a period of at least thirty (30) days prior to initiating any formal legal proceeding.
2. Mandatory Binding Arbitration: If the dispute is not resolved through informal negotiations, it shall be finally and exclusively settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and where applicable, the AAA Supplementary Procedures for Consumer-Related Disputes. The arbitration shall be conducted by a single neutral arbitrator in Sacramento, California, or conducted remotely via videoconference or telephonic means. The arbitrator's award shall be in writing, final, and binding, and judgment thereon may be entered in any court of competent jurisdiction.
3. JURY TRIAL WAIVER: THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DIGITAL SERVICES.
4. CLASS ACTION WAIVER: ALL ARBITRATION PROCEEDINGS AND CLAIMS SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO COMMENCE, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED ARBITRATION PROCEEDING AGAINST BIOME MAKERS.

10.3. Exceptions to Arbitration and Injunctive Relief

Notwithstanding the foregoing arbitration provisions, the Company shall have the right to institute and prosecute an action in any court of competent jurisdiction located in the state or federal courts in Sacramento, California, for preliminary, temporary, or permanent injunctive relief, specific performance, or other equitable remedies to:

1. Protect, enforce, or defend its Intellectual Property Rights, patents, copyrights, trademarks, proprietary algorithms, and Trade Secrets under the Defend Trade Secrets Act (DTSA)
2. Restrain unauthorized data mining, scraping, or security breaches
3. Prevent actual or threatened misuse of its confidential biological datasets. The Parties hereby irrevocably submit to the personal jurisdiction and venue of the state and federal courts located in Sacramento, California, and waive any objection based on forum non conveniens.

10.4. Electronic Communications, Signatures, and Transaction Records

Visiting the website, utilizing online portals, transmitting emails, and executing digital click-through agreements constitute electronic communications. Customer consents to receive electronic communications and agrees that all agreements, notices, disclosures, and transaction records provided electronically satisfy all legal requirements for written contracts under the Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA). Customer hereby waives any non-electronic signature, delivery, or paper record retention requirements under any applicable statute or regulation.