hexafarms GmbH

Version dated May 04, 2026

1. Scope

1. These terms and conditions ("Terms") apply to all contracts in which hexafarms GmbH, Friedrichstraße 114A, 10117 Berlin, Germany ("hexafarms") provides software-as-a-service and related additional services as further described in Section 2 (jointly "Services") to a business customer (the "Customer"). The Terms serve to regulate the relationship between hexafarms and the Customer (collectively the "Parties") in connection with the provision of the Services and, in particular, to define the rights and obligations of the Parties.

2. Unless explicitly agreed otherwise between the Parties, these Terms shall take precedence over any conflicting agreements between the Parties.

3. These Terms, together with the order form (hereinafter the "Order Form") and any other documents explicitly mentioned therein or on the Services, constitute a legally binding agreement (the "Contract") between hexafarms and the Customer. The Customer's general terms and conditions are excluded unless they have been expressly accepted by hexafarms in writing. The Terms apply to Services ordered online or agreed in text form, regardless of whether the Contract is concluded by click-through or by signature.

2. Services

2.1 Software

1. hexafarms provides the Customer with access to its web-based software platform for the monitoring, control, optimization, and analysis of protected cultivation systems and operations via www.hexafarms.app and related subdomains ("Software").

2. The Software consists of various features and modules. The scope and limits of the Customer's access to the Software, including the available functionalities and any applicable limitations, depend on the Product(s) selected and the agreed scope as specified in the Order Form (including, where applicable, cultivation areas, locations and hardware deployment). The right to use the Software under these Terms applies only to the Product(s) and scope designated in the Order Form.

3. Each Product includes an internal review by one of hexafarms' agricultural specialists for support in relation to the subscribed Product(s).

4. Any extension of the scope of the Services, including additional cultivation areas, locations, crops, modules, user accounts or hardware devices, must be coordinated with hexafarms and shall require the Parties' mutual agreement in an additional or amended Order Form, including an adjustment of the Fees.

2.2 Products

Yield Forecasting

1. As part of the Product "Yield Forecasting", hexafarms will provide the Customer with yield forecasts for various crops for the coming days and weeks in order to improve planning reliability and reduce over- and underproduction compared to the Customer's existing forecasting methods. hexafarms will also provide the Customer with a user-defined overview of the yield forecasts. As part of the Product "Yield Forecasting", hexafarms shall in particular provide the following services:

a. Continuous yield forecasts for different crop varieties at the specified Location with high accuracy.

b. Use of hardware-supported, computer-assisted, automated plant detection and registration systems.

c. Indoor climate monitoring and visualization functionalities based on sensor data.

2. From the flowering stage onwards, continuously updated forecasts will be provided via the Software.

3. The Software's dashboard, which displays forecasts for the coming days and weeks, is accessible on all internet-enabled devices.

4. Pricing of this Product is based on the number of hectares and the number of departments (areas with similar micro-conditions and species).

Crop Registration

5. This Product enables crop monitoring and documentation using camera-based data. It provides a data platform and digital recording system for capturing plant registration data. As part of the Product "Crop Registration", hexafarms shall in particular provide the following services:

a. Digital crop registration, including automated fruit and flower count data generated through camera-based detection systems.

b. Continuous processing and provision of plant registration data via hexafarms' Software.

c. A data entry platform and digital system of record enabling the Customer to record, store and manage harvest data and manual crop registration data.

d. Where technically feasible and separately agreed upon, development and integration of additional plant registration features, for example fruit size, stem diameter and similar crop-specific parameters.

6. Pricing of this Product is based on the number of cameras deployed.

Pest & Diseases

7. This Product enables the early detection, continuous monitoring, and actionable insights regarding pests and diseases in the Customer's crops. It combines multi-modal sensing, computer vision and advanced analytics to minimize crop loss and support proactive crop health management. As part of the Product "Pest & Diseases", hexafarms shall in particular provide the following services:

a. Collection, processing and analysis of relevant image-based, sensor-based and other plant health related data to detect pest and disease indicators and identify anomalies or risk patterns.

b. Provision of monitoring, visualization and documentation functionalities via the Software, including analytical insights.

c. Generation of alerts, notifications or risk indications where predefined thresholds, anomalies or indicators are detected.

d. Where applicable and separately agreed upon, integration of additional diagnostic inputs (including third-party or laboratory data) and provision of pest population monitoring functionalities (e.g. through insect traps).

8. Where agreed in the Order Form, hexafarms shall equip the designated cultivation area with the hardware required for pest & diseases monitoring in accordance with Section 2.3.

9. Pricing of this Product is based on the number of hectares and departments (areas with similar micro-conditions and species) and/or number of insect traps (where deployed).

Sensing

10. This Product provides environmental sensing, monitoring and visualization functionalities for the Customer's cultivation area. As part of the Product "Sensing", hexafarms shall in particular provide the following services:

a. Collection, processing and provision of sensor-based environmental data, which may include air quality, light, irrigation, nutrient solution and substrate parameters.

b. Monitoring, visualization and historical analysis functionalities via the Software, including dashboards and reporting features.

c. Where applicable and agreed, integration with the Customer's existing systems (including climate control systems) and/or provision of data access interfaces (e.g. APIs) to enable integration into the Customer's workflows.

d. Generation of alerts and notifications where predefined thresholds, anomalies or relevant indicators are detected.

11. Where agreed in the Order Form, hexafarms shall provide the Customer with the sensors required for the Sensing Product in accordance with Section 2.3.

12. Pricing of this Product is based on the number of sensors deployed.

2.3 Hardware

5. The provision of hardware components varies based on the subscribed Product(s) and shall apply only if and to the extent expressly agreed in the Order Form or a contract amendment. Where agreed, hexafarms shall provide the Customer, for the duration of the Subscription, with a hardware package required to enable and/or ensure the optimal functioning of the Software for the subscribed Product(s) including its proprietary cameras as well as a range of sensors, depending on the subscribed Product(s), such as CO2, Temperature, Humidity, PAR, DLI, and VPD sensors (the "Hardware"). The exact composition and configuration of the Hardware shall be agreed between the Parties during the onboarding call, within the scope of the subscribed Product(s).

6. Unless expressly agreed otherwise, all Hardware is provided on a rental/leasing basis only and remains the property of hexafarms at all times. The Customer receives a limited right to use the Hardware solely in connection with the subscribed Product(s) during the Term.

7. Installation and integration of the Hardware shall be performed by the Party designated in the Order Form. The Hardware shall be installed in the designated protected cultivation area and, where necessary, integrated into the Customer's climate control systems. The Customer shall provide all reasonable cooperation required for installation and integration, including access to the relevant facilities and systems. The Parties shall agree on a date for installation to the extent installation is to be performed by hexafarms. hexafarms shall not be liable for delays caused by circumstances outside its reasonable control or by the Customer's failure to provide the required cooperation. Where installation is performed by the Customer, the Customer shall follow hexafarms' reasonable instructions and documentation.

2.4 AI-usage in the Software

8. The Customer acknowledges that certain functionalities of the Software, including yield forecasting, crop registration, pest and disease detection and environmental analysis, are based on algorithmic models, data analytics and artificial intelligence or machine learning technologies. These technologies process image-based, sensor-based and other cultivation-related data to generate forecasts, detections, risk indications and analytical insights. Due to the probabilistic and data-driven nature of such technologies, outputs may be influenced by data quality, environmental conditions and model assumptions. hexafarms uses commercially reasonable efforts to design, test and continuously improve its models and analytical methods; however, hexafarms does not warrant that forecasts, detections, alerts, recommendations or other outputs generated by the Software will be complete, accurate, suitable for a particular purpose or free from errors.

9. The Customer remains solely responsible for independently evaluating all outputs and for making and implementing all operational, agronomic and commercial decisions based on such outputs. The Software supports decision-making but does not replace professional agronomic assessment or independent verification. hexafarms does not provide agronomic advice and assumes no responsibility for decisions taken by the Customer based on outputs, alerts or recommendations generated by the Software. In particular, the Customer remains solely responsible for all crop protection measures (including the selection and application of pesticides) and for verifying outputs where appropriate. hexafarms shall not be liable for any losses, crop damage, yield reduction or other adverse effects resulting from such decisions, except in cases of intent or gross negligence.

2.5 Updates and feature changes

The Software is subject to ongoing further development and modifications, including temporary or permanent addition or removal of features and, if necessary, performance changes (for example through updates or the use of newer or different technologies, systems, procedures or standards). Where reasonably possible, the Customer is informed in good time in advance of any significant changes in performance that have a not only minor impact on the agreed use of the Software. Such changes do not entitle the Customer to an early termination of the Contract or to an adjustment of the Subscription Fees paid, provided that the core functionality of the subscribed Product remains substantially unchanged.

3. Access to the Services

1. The Services will be accessible to the Customer via the Software in the respective current version. The Software is provided on a host server operated by hexafarms or a third-party provider and can be accessed via a web interface on any internet-enabled device. To gain full access to the Services, the Customer may be required to register and create one or more user accounts.

2. The Customer shall ensure that any access credentials and user accounts provided by hexafarms are used only for the Customer's internal business purposes and only in connection with the subscribed Product(s) and the intended scope of use agreed between the Parties.

3. The Customer is responsible for maintaining the confidentiality and security of all access credentials. The Customer shall be responsible for all activities carried out using its accounts and shall notify hexafarms without undue delay if it suspects that any credentials have been compromised.

4. The Customer shall provide all reasonable cooperation required for the provision of the Services, including access to relevant premises and systems where installation, maintenance or servicing of hardware equipment is required.

4. hexafarms' Rights & Obligations

1. hexafarms shall:

a. provide the Customer with the Services with reasonable care and skills to the extent set forth in this Contract;

b. use reasonable care and skills in keeping the Services free from viruses and other malicious software programs;

c. regularly carry out maintenance or improvements to the Services and its infrastructure, but does not warrant that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, hexafarms shall inform the Customer about potential interruptions in advance;

d. provide the Customer with reasonable support during the Company's business hours, unless otherwise agreed in the Order Form.

2. hexafarms may:

a. subcontract third parties for all its obligations under this Contract. hexafarms remains liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations, to the extent set forth in this Contract; and

b. suspend access to the Services or the Customer's account based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

5. Fees

5.1 Fees and fee adjustment

1. Use of the Software is subject to the payment of the Fees resulting from the Subscription and Product(s) agreed between the Parties in the Contract.

2. Unless otherwise indicated, prices are stated exclusive of VAT and other taxes or duties. Fees for the selected Subscription are due upfront for the agreed billing period.

3. hexafarms may adjust its Subscription Fees from time to time. Any price changes or changes to hexafarms' subscription will apply no earlier than after the end of the then current subscription term. Buyers may object to such price changes by providing written notice to hexafarms within a 30-day notice period. In the event of an objection, and unless otherwise agreed in text form, the current pricing shall remain in effect for the remainder of the then-current Subscription Term, after which the subscription shall not be renewed. The charges and fees related to the delivery of any Hardware are set out in the Order Form.

5.2 Invoicing

4. If not otherwise agreed in the Contract, hexafarms issues the first invoice for the one-off Hardware Fee (if applicable) and the first Subscription Fee at the signing of the Contract. The invoice covers the agreed billing period and is due upfront. The billing period results from the subscription agreed between the Parties (for example, monthly or annual billing). For subsequent billing periods, the invoice is issued upfront at the beginning of each such period.

5. Additional Services are invoiced on a monthly basis after provision.

6. hexafarms is entitled to issue invoices electronically to the e-mail address provided by the Customer. The Customer agrees to bear any risks resulting from transmission by e-mail, including delays, delivery failures, data interception or tampering.

5.3 Payment terms

7. Unless otherwise agreed, invoices are due for payment within 14 days from the invoice date. Any right to set off, retain, deduct, counterclaim or withhold payments due under the Contract vis-à-vis hexafarms is expressly waived and excluded, except for undisputed or finally adjudicated claims.

8. After expiry of this payment period, the Customer is in default without further notice. In case the Customer fails to cure a payment default within 14 days after a notice sent by hexafarms, hexafarms may suspend or limit the Customer's access to the Software or related Services for as long as the Customer is in default. In such case, the Customer remains liable for all charges and fees incurred during the suspension period.

6. Customer's Rights & Obligations

6.1 Cooperation duties

Yield Forecasting

a. Historical and weekly harvest data: To ensure the optimal functioning of the Software and to improve the accuracy of the algorithms, the Customer shall (i) provide hexafarms with the relevant historical harvest data as specified during onboarding and (ii) upload actual harvest data into the Software at least once per week, both on a per-growing area basis and aggregated by cultivar (or comparable crop/variety grouping). If the Customer does not upload the required weekly harvest data, the Software may not display yield forecasts.

b. Camera maintenance: Where camera-based functionalities are part of the subscribed Product(s), the Customer shall ensure that camera lenses are kept clean and unobstructed to the extent necessary for the proper functioning of the computer vision models.

Crop Registration

a. The Customer shall ensure that camera lenses are kept clean and unobstructed to the extent necessary for the proper functioning of the computer vision models.

b. No periodic data upload obligations apply to the Customer under this Product, unless otherwise agreed in the Order Form.

Pest & Diseases

a. Camera maintenance: Where cameras are deployed, the Customer shall ensure that camera lenses are kept clean and unobstructed to the extent necessary for the proper functioning of the relevant detection models.

b. Feedback: The Customer shall inform hexafarms of any confirmed pest or disease findings in the cultivation areas and provide relevant details (such as type, location and timing), as reasonably available, to support model validation and continuous improvement.

Sensing

Under this Product, the Customer is not required to make regular data uploads, unless expressly agreed otherwise in the Order Form.

6.2 General customer obligations

1. The Customer agrees to use the Software and the Services in compliance with the Contract, these Terms and applicable law, and must not transmit or process any data or materials that are unlawful, infringe third-party rights or contain malicious code. The Customer must not use the Services for any illegal activities or in a manner that could harm hexafarms' intellectual property or reputation.

2. The Customer shall provide all cooperation reasonably required for the provision of the Services, including timely provision of required information and data. hexafarms shall not be responsible for delays, errors or malfunctions resulting from incomplete, incorrect or improperly formatted data provided by the Customer.

3. Where the provision of the Services requires hardware installation, maintenance, servicing, de-installation and/or integration into the Customer's systems, the Customer shall provide hexafarms and its personnel (or subcontractors) with reasonable access to the relevant premises, cultivation areas and systems during normal business hours (or as otherwise reasonably required).

4. If the provision of the Software or the Services is delayed due to the Customer's failure to comply with the duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer bears the disadvantages and additional costs incurred.

5. The Customer shall promptly inform hexafarms of any errors or faults and reasonably support hexafarms in the analysis and resolution of such errors or faults.

6. The Customer shall not use the Software in a manner that (i) interferes with its security or integrity, (ii) causes unreasonable load on hexafarms' infrastructure, or (iii) involves automated scraping or similar unauthorized automated access.

7. The Customer remains responsible for maintaining appropriate data backups of its own data.

6.3 Duties relating to Hardware

1. The Customer shall handle the Hardware with due care and shall use the Hardware only in accordance with the applicable documentation and for its intended purpose. The Customer shall not modify, disassemble, repair or otherwise interfere with the Hardware, and shall not remove or obscure any labels, markings or serial numbers.

2. The Customer shall be fully responsible for any loss, theft, damage, or destruction of the Hardware occurring while it is installed on their premises, regardless of cause, except for damage resulting from normal wear and tear or defects attributable to hexafarms. In the event of loss or damage, the Customer agrees to reimburse hexafarms for the cost of repair or replacement of the affected Hardware.

3. The Customer shall operate the Hardware strictly in accordance with hexafarms' installation guidelines and technical documentation. Where the technical documentation specifies environmental or technical operating parameters (including temperature, humidity, power supply specifications or load limits), the Customer shall ensure that these parameters are observed at all times.

4. The Customer shall perform all maintenance measures required under the technical documentation and this Contract at the specified intervals. The Customer shall immediately cease operation of and disconnect any Hardware unit that shows signs of malfunction, overheating, or physical damage, and shall notify hexafarms without undue delay.

5. Upon termination or expiry of the Subscription or the subscribed Product(s), the Customer shall return all Hardware related to the terminated Product(s) to hexafarms in good condition and without undue delay and in any event within 14 days, at hexafarms' cost, unless otherwise agreed in the Order Form or elsewhere.

6. If the installation of Hardware by the Customer is agreed in the Order Form, the installation shall be carried out by qualified personnel meeting any requirements specified in the technical documentation. The Customer is responsible for promptly inspecting the Hardware after delivery and report any defects that prevent the Hardware from functioning under normal operating conditions (each a "Defect"). If the Customer fails to notify hexafarms in writing regarding any Defects within one (1) week after the delivery, the Hardware is considered accepted by the Customer.

7. If a Defect is duly reported, hexafarms shall, at its sole discretion, either repair or replace the affected Hardware. Any further claims shall be subject to the limitations and exclusions set out in Section 10 of this Contract.

7. Intellectual Property & Right of Use

1. hexafarms grants the Customer a limited, non-exclusive, non-sublicensable, and non-transferable right to use the Software (including updates) and related Services for the duration and within the scope of the Contract and solely for the agreed cultivation areas and subscribed Product(s). The right of use does not grant the Customer any further rights to the Software, such as intellectual property or ownership rights. hexafarms retains all rights, titles and interests to the Software and the Services, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights.

2. The Customer retains ownership of any data, documents, and information entered or uploaded into the Services by the Customer and to the results and output material generated from such data through the use of the Software (jointly "Customer Data"). The Customer grants hexafarms:

– the limited, non-transferable right to access, use, and process the Customer Data to provide the Customer with the Services in accordance with the Contract; and

– the unlimited, irrevocable, and perpetual right to access, use, and process Customer Data (i) for research and development, analysis, and improvement of the Services, including for quality assurance, error analysis and model tuning within the subscribed Product(s), and (ii) in anonymized and aggregated form for any purposes, including for external purposes and for model or algorithm training.

3. hexafarms may collect, generate, and derive performance, analytical, or usage data relating to the Customer's access to or use of the Services (e.g. performance metrics, usage patterns, error logs) ("Usage Data"). Usage Data does not include Customer Data in identifiable form. hexafarms reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). hexafarms may use Usage Data and/or Feedback without any obligation to the Customer for the improvement of the Services, as well as for security, support, maintenance, product and operations management, and research and development purposes. Usage Data and Feedback shall belong exclusively to hexafarms.

4. Where hexafarms develops or configures customer-specific analytical or machine learning models based on Customer Data for the performance of the Services, such models remain part of hexafarms' proprietary technology. The Customer receives no separate rights to such models beyond the right to use the Services during the Term. hexafarms may reuse and further develop the underlying algorithms, methods and base parameters used for such customer-specific models for other use cases, provided that no Customer Data are disclosed or reused in identifiable form.

5. Customer Data will be retained during the Term and for up to 1 year thereafter, unless the Customer requests deletion. Upon written request for account termination, Customer Data may be deleted within 90 days.

6. The Customer is not entitled to:

a. decompile, reverse-engineer, edit (including error correction), reproduce or otherwise use the source or object code of the Software (or any part of it) without hexafarms' express consent. Systematic retrieval (e.g. scraping) of content from the Software or the Services outside of the intended use of the Services for any purpose without the prior written permission of hexafarms is strictly prohibited.

b. sell, license or otherwise transfer the Software or individual components thereof to third parties.

c. make the Software available to third parties, whether against payment or free of charge.

d. create derivative works based on the whole or any part of the Software or any content available via the Software.

e. remove or circumvent any existing protective mechanisms of the Software against unauthorized use, unless this is necessary to enable trouble-free use. Copyright notices, serial numbers and other features serving to identify the Software must also not be removed or changed.

8. Data Protection

1. The Services are not designed or intended to process personal data. The Customer shall not submit any personal data as part of the Customer's data. If the Customer nevertheless uploads personal data, the Customer remains the data controller and hexafarms acts only as a processor for the limited purpose of providing the Services. In such a case, the Parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.

2. hexafarms processes personal data of the Customer (in particular contact data, billing and payment information) under its own responsibility solely to the extent necessary for contract administration, billing, customer relationship management and the secure operation of the Services. Such processing is based on the performance of a contract and on hexafarms' legitimate interests in the secure and efficient operation of the Services. hexafarms protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in the European Union. Further information, in particular on data subject rights, can be found in hexafarms' privacy policy available at https://hexafarms.com/utility/privacy-policy.

3. hexafarms reserves the right to retain anonymized data records for internal purposes. The Customer can request that such retention does not take place by sending a written notification to hexafarms.

4. For Customers subject to the EU Data Act, the EU Data Act Addendum (as attached or available at hexafarms.com/data-act) applies. The Parties undertake to comply fully with the requirements contained therein and acknowledge that the EU Data Act Addendum is an integral part of this Contract.

9. Warranty

1. hexafarms takes all reasonable measures to ensure reliable operation of the Software. However, the Customer acknowledges that malfunctions, interruptions or disruptions of the Software cannot be completely ruled out even with the greatest care and that uninterrupted and error-free functioning of the Software cannot be guaranteed.

2. Other than being explicitly granted in these Terms or in the Contract, the Software, the Hardware and the Services are provided on an "as is" and "as available" basis and no warranties or representations of any kind related to the Software, Hardware or Services are made by hexafarms. In particular, hexafarms does not warrant that the Software, Hardware and the Services meet specific expectations of the Customer or are suitable for a particular purpose, unless expressly agreed in writing. Any further warranty is excluded.

10. Liability

1. hexafarms shall not be liable for any misuse of its Services by the Customer for purposes outside of the intended scope outlined in this Contract.

2. hexafarms is liable without limitation for damages caused by intent or gross negligence, as well as for damages resulting from culpable injury to life, body or health and under the Product Liability Act (Produkthaftungsgesetz).

3. In all other cases, hexafarms' liability for damages caused by slight negligence shall be limited to breaches of essential contractual obligations, i.e. obligations whose fulfilment is a prerequisite for the proper performance of the Contract and on whose compliance the Customer may regularly rely and such liability shall be limited to the typical, foreseeable damage at the time of conclusion of the Contract.

4. To the extent permitted by applicable law, neither Party is liable to the other Party for any indirect, special, incidental or consequential damages, loss of profit, loss of revenue, loss of data, loss of use, loss of business or business interruption, regardless of the legal basis and whether or not the possibility of such damages was foreseeable.

5. To the extent permitted by applicable law, and except for (i) the Customer's payment obligations under the Contract and (ii) any liability of a Party that cannot be limited under applicable mandatory law including the cases set out in Section 10.2, each Party's total aggregate liability arising out of or relating to the Contract or the Services, regardless of the legal basis, is limited to the Fees paid by the Customer to hexafarms under the Contract during the 12-month period immediately preceding the event first giving rise to such liability. Where multiple events together give rise to liability, the 12-month period is measured from the first such event.

6. The statutory provisions on warranty in rental agreements shall generally apply. However, the application of § 536a para. 2 German Civil Code and the strict no-fault liability pursuant to § 536a para. 1 German Civil Code for defects already existing at the time of contract conclusion are excluded.

7. The limitations in this Section also apply for the benefit of the Parties' legal representatives, employees and agents.

11. Indemnification

1. In case of a third-party claim alleging that the Customer's use of the Software in accordance with the Contract infringes a third party's intellectual property right, hexafarms may, at its own expense and discretion, (i) procure the right for the Customer to continue to use the Software, (ii) modify or replace the Software or the relevant part of it so that it becomes non-infringing while providing substantially equivalent functionality, or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the Customer's right to use the affected part of the Software and refund any prepaid fees on a pro rata basis for the period after termination of use of the affected part.

2. The Customer indemnifies and holds harmless hexafarms and its officers, directors and employees from and against any third-party claims, liabilities, costs and expenses (including settlement costs and reasonable attorney's fees) related to data, content or other material provided, uploaded or otherwise made available by the Customer when using the Software or the Services, or arising from the Customer's breach of these Terms, the Contract or applicable law.

3. As a condition for claiming indemnification under this clause, the Party seeking indemnification must promptly notify the other Party in text form of the claim, grant the other Party sole control over the defense and settlement of the matter (except that any settlement that imposes non-monetary obligations on the indemnified Party requires its prior consent, not to be unreasonably withheld) and reasonably cooperate with the other Party at its expense.

12. Term and Termination

12.1 Contract start and term

1. The Contract enters into force upon signature by both parties or as otherwise agreed in the Order Form ("Start Date").

2. All rights and obligations under this Contract, including payment obligations, commence as of the Start Date, irrespective of the date on which the Customer receives access to the Services or begins operational use. Access to the Services may be activated separately, in accordance with the agreed timeline or onboarding process.

3. Unless otherwise agreed, the initial term of the Contract shall be twelve (12) months ("Initial Term"). Multi-year subscription terms may be agreed in the Order Form.

4. Unless terminated in accordance with these Terms, the Contract shall automatically renew for successive periods of twelve (12) months each ("Renewal Term"). The Initial Term and any Renewal Term(s) are together referred to as the "Term".

12.2 Termination

5. Each Party may terminate the Contract for cause with immediate effect at any time. Cause for termination is deemed to exist in particular if the other Party commits a material breach of the Contract and fails to remedy such breach within 14 days of written notice. A material breach includes, without limitation, (i) the Customer's failure to pay any due fees and (ii) the initiation of insolvency or comparable proceedings against the other Party.

6. In all other cases, either Party may terminate the Contract in text form at least 3 months prior to the end of the Initial Term or any Renewal Term. The termination becomes effective at the end of the then current subscription term and does not entitle the Customer to any refund of fees already paid for that Term.

7. Termination shall not affect any rights or obligations accrued prior to the effective date of termination. In particular, the Customer remains obligated to pay any Subscription Fees due for the full Term of the Contract, including for periods during which Services were not used.

8. If the Contract covers several Products with different Terms, termination must be declared separately for each affected Product, unless explicitly agreed otherwise between the Parties. Each such termination shall only take effect at the end of the applicable Term of the respective Product. Different Terms shall only apply where Products are added after the Start Date, unless otherwise agreed between the Parties. For the avoidance of doubt, all Products selected at the time of conclusion of the Contract shall be subject to the same Term.

13. Confidentiality

1. The Parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential, such as organizational information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as confidential or could reasonably be deemed confidential and attributable to the Customer or hexafarms.

2. Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving Party, is not considered Confidential Information.

3. Each Party undertakes to protect all Confidential Information that becomes accessible or known based on the Contract. This confidentiality obligation remains in force even after the termination of the Contract.

4. The Parties may disclose Confidential Information to their employees, agents, contractors and other representatives having a legitimate need to know, provided the Parties remain responsible for their compliance with this Contract and they are bound to confidentiality obligations no less protective than this Section.

14. Marketing

1. Any marketing use of the Customer's name, logo and a brief description of the services provided for advertising purposes on hexafarms' website and in other marketing or investment materials shall require the Customer's prior consent as set out in the Order Form. The Customer may revoke this permission at any time by written notice; in such case, hexafarms shall remove or cease further use of the Customer's name and logo in new materials within a reasonable period, not exceeding 30 days from receipt of the notice.

15. Final Provisions

15.1 Entire Agreement: This Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements. The Customer's general terms and conditions are excluded.

15.2 Amendments: hexafarms may amend or supplement these Terms for legitimate reasons, such as to reflect changes in applicable law, regulatory or court decisions, to improve or extend existing features, introduce new functionalities, ensure security or functionality, or adapt to market or technical developments. If such amendments may materially affect the ongoing contractual relationship, hexafarms will notify the Customer in text form within a reasonable time before the intended effective date, clearly identifying the changes, the Customer's right to object and the consequences of not objecting. The amendments are deemed accepted unless the Customer objects in text form within 30 days of receiving the notice. This procedure is not used to make changes that materially alter the agreed balance between the Services and the Fees owed by the Customer. If the Customer objects in due time, hexafarms may terminate the Contract by giving 3 months' notice to the end of a calendar month. In such a case, hexafarms refunds any prepaid fees on a pro rata basis as of the effective date of termination.

15.3 Notices: Notices must be given in writing, including e-mail, and need to be communicated: (a) To hexafarms: via email to the email address indicated in the Order Form; (b) To Customer: by publishing on the Services or via email to the last e-mail address provided for this purpose by the Customer. It is the Customer's responsibility to keep provided contact information current.

15.4 Applicable law & place of jurisdiction: These Terms and all contracts into which they are incorporated are governed by German law, to the exclusion of any international treaty regarding applicable law or forum, especially excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of hexafarms shall have exclusive jurisdiction for all legal disputes arising out of or in connection with contractual relationships covered by these Terms.

15.5 Severability: Should any provision of the Contract or these Terms be found to be unlawful, invalid, or otherwise unenforceable (in whole or in part), the remaining provisions remain in full force and effect. The Parties undertake to replace such provision with a valid provision that comes as close as possible to the original economic purpose. The same applies in the event of any unintended gap.

15.6 Assignment: The rights and obligations of each Party under this Contract may not be assigned or otherwise transferred to a third party without the prior written consent of the other Party. Notwithstanding the foregoing, each party may transfer or assign its rights and obligations under this Contract, without the consent of the other party, to a successor to all or substantially all of its business or assets relating to this Contract whether by sale, merger, operation of law or otherwise. Any assignment in violation of this Section will be null and void.

15.7 Counterparts: This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. Counterparts may be executed by hand or by any electronic signature.

hexafarms GmbH · Friedrichstraße 114A · 10117 Berlin · Germany

contracts@hexafarms.com · hexafarms.com/terms