WHO WE ARE

Terms & Conditions

FARMING INNOVATION

ARVORUM TERMS OF USE

Arvorum is a joint venture between Brineflow Limited 3rd Floor, Ferry House, South Denes Road, GreatYarmouth, Norfolk NR30 3PJ and HELM AG, Nordkanalstraße 28, 20097 Hamburg, Deutschland HELM AG,Nordkanalstrasse 28, 20097 Hamburg, Germany, (“Operator”, “We”) operates an independent online platformfor precision farming that helps users manage and utilize their farms (“arvorum Website”). In addition, Weprovide a mobile app (“arvorum Mobile App”) that users can download onto a mobile device. These terms ofuse govern access to and use of the arvorum Website and the arvorum Mobile App (hereinafter collectivelyreferred to as “arvorum”) for the authorized user (“User”). The Operator merely provides the technicalinfrastructure to the User (User and Operator hereinafter referred to as “Parties” and “Party”, respectively).1.

1. ACCESS TO ARVORUM

Only a User is granted access to the full functionalities of arvorum.In order to gain access to arvorum, the User must create their own individual user account.Each User will receive an account with access data (“Access Data”) through which they can use the services onarvorum. Only the User is allowed to access this account.The arvorum Website is available at my.arvorum.com (“Homepage”). The arvorum Mobile App can be downloaded to a mobile device via an app store (e.g., Apple App Store,Google Play Store).

2. APPLICATION PROCESS/REGISTRATION/ACCESS TO ARVORUM

The User may register directly on the Homepage of the arvorum Website, via the homepage of an authorizedpartner of the Operator (“Partner”), or via the arvorum Mobile App.Registration for the use of arvorum is free of charge.As part of the registration process, the User must accept these terms of use. By accepting the terms of use, acontract between the User and the Operator is concluded. The User is then entitled to use arvorum inaccordance with these terms and conditions. The User can view the terms of use at any time in their useraccount.

3. SERVICES PROVIDED BY THE OPERATOR

The User can upload field and farm information and create their farm online in their user account. For thisfarm, the User, on the basis of satellite images, can create maps with a variable rate of seeds for the variable use of seeds based on zones defined by the Userwithin their field, using a combination of up to ten biomass maps and soil maps uploaded to the system.can create maps with a variable rate of fertilizers for the variable use of fertilizers based on zones defined bythe User within their field, using a combination of up to ten biomass maps and soil maps uploaded to thesystem. can create maps with a variable rate of plant growth regulators for the variable use of plant growth regulatorsbased on zones defined by the User within their field, using a combination of up to ten biomass maps, yieldmaps and soil maps uploaded to the system.select different crop varieties, include fertilizer specifications, and define additional zones and parameters forthe field in question.add yield and/or soil maps.The Operator provides the User with instant access to the local weather conditions and a local weatherforecast for 5 days based on the given address of the farm.The User has access to historical biomass maps to track the health of crops, identify problems during thegrowing season, and monitor crop development throughout the season. The User can access new images thatare updated regularly throughout the year. The image quality may vary depending on visibility and theweather conditions.The User can transfer the created maps to their agricultural machines, e.g., to automate the sowing processes(“Exports”).The Operator also offers an e-mail service through which the Operator regularly informs the User about newbiomass maps, fertilizer maps, seeding maps and/or new notifications related to the arvorum services. TheUser can opt-in or opt-out of receiving these e-mails at any time within the account settings.The Operator offers a support center on arvorum for all questions, support requests, malfunctions and/orerrors in the use of arvorum. The User will receive a reply within 48 hours.In addition, the arvorum Mobile App offers further supplementary functionalities (e.g., a scouting function, theuse of the arvorum Mobile App in offline mode, as well as the assignment of certain tasks to other persons).

4. DUTIES OF THE USER

The User undertakes to treat their Access Data confidentially and may not pass it on to third parties and/orallow third parties to use their Access Data.The User may only use arvorum in accordance with these terms of use.The User has to inform the Operator immediately via the Support Centre on arvorum if disruptions, errors,operational restrictions or damage arise or threaten to arise from the use of arvorum.The User may not resell or reproduce the services made available on arvorum or otherwise use the contentscommercially or make them available to third parties (in particular, market, rent or lease the services for a fee)unless they use the share function (see Section 5). In particular, the User may not resell, share or makeavailable the satellite images of their fields and the design of their farm.The User may not interfere or attempt to interfere with the orderly operation of arvorum, interfere or attemptto interfere with arvorum, or circumvent any measures used by the Operator to prevent or restrict access toarvorum.

5. USING THE “SHARE” FUNCTION AND CHANGING FARM OWNERSHIP

With an active account, the User can share their account with a team member or other third parties. The Usermay add additional users via the “Share Function”.

A User may only share their maps and data with trusted advisors or team members. The User may not discloseany information to persons outside their farm or to persons who do not use the data in connection with theUser’s farm.To share the account, the User will inform the Operator of the third party’s e-mail address. The Operator willsend an e-mail directly to the third party, inviting them to create an account on arvorum. In the case of thearvorum Mobile App, it is also possible to share an invitation link via a messenger service (e.g., WhatsApp).The Operator grants the User the option to transfer the user account to another person. Such a change of useraccount is only permitted twice a year. However, if the User can demonstrate that a further change of theiruser account is necessary, e.g., due to termination of the contract of lease or due to circumstances arising fromthe harvest situation, this may be agreed between the Parties.

6. SUBSCRIPTION AND BILLING ARVORUM WEBSITE

There are different subscription models for the use of arvorum. Following registration via the arvorum website,the User selects a subscription model. In the user account of the arvorum Website under “Subscription &Billing”, the selected subscription model can be changed, and the details of the available subscription models,their scope, fees and payment method can be viewed. The subscription model can only be arranged andmanaged via the arvorum Website.The User may obtain a free trial license for the use of the arvorum Website and thus has full access to allfunctions of the arvorum Website (“Free Trial Period”). The duration of the Free Trial Period can be viewed bythe User on the arvorum Website and is usually 30 days. The details of the Free Trial Period may varydepending on the User’s place of residence and depending on special offers by the Operator and/or Partner. If no subscription model is chosen after the Free Trial Period, the account and the associated data will bedeleted no later than 3 months after registration.ARVORUM MOBILE APPThe arvorum Mobile App can be used by logging in with the credentials received upon registration on thearvorum Website. It is also possible to register as a user via the arvorum Mobile App. After registration or initial login, the User may use the arvorum Mobile App in a free trial version. The durationof the Free Trial Period can be viewed by the User on the arvorum Website and is usually 3 months. The detailsof the Free Trial Period may vary depending on the User’s place of residence and depending on special offersby the Operator and/or Partner.Insofar as the User decides against a subscription model for arvorum after the expiry of the Free Trial Period,the arvorum Mobile App can continue to be used with a limited range of functions until the end of the term ofthe free trial version. The following payment options apply to the services provided on arvorum:In Europe, the User can choose between payment options by credit card (Mastercard, Visa, Amex), Paypal, ordirect bank payment (instant bank transfer).

7. COPYRIGHT

For the Free Trial Period, the Operator will grant the User a non-exclusive, non-transferable (with theexception of a transfer within the scope of the Share Function pursuant to Section 5), revocable license to use the services of arvorum, which is limited to the duration of the Free Trial Period. The license allows theindividual named User to access, use, execute and display the services within the scope of the subscription andto use and make a reasonable number of copies of the documentation for their own internal purposes. Thescope of the free trial license includes 2 Exports.In the case of paid subscriptions, the Operator will grant the User a non-exclusive, temporary and non-transferable (with the exception of a transfer within the scope of the Share Function pursuant to Section 5),revocable license to use the services of arvorum for the duration of the contract and in accordance with therespective subscription model. The license allows the individual User to access, use, execute and display theservices within the scope of the subscription and to use and make a reasonable number of copies for their owninternal purposes.The Operator and its subsidiaries are granted the right to use the data generated by the User (e.g., fieldinformation) indefinitely, irrevocably and free of charge. This right also persists beyond the cancellation of thesubscription.

8. TRADEMARK AND LABELLING RIGHTS

The Operator owns the rights to all images and texts published on arvorum. Any use of the images and texts isnot permitted without the Operator’s express consent. The User is not entitled to use the Operator’s brandsand trademarks outside arvorum, in particular, for advertising or marketing purposes.References to copyrights, trademark and labelling rights may not be changed or deleted.

9. LIABILITY

The Operator is not liable for any damage in connection with the use of arvorum. This does not apply to: damage resulting from injury to life, body or health due to a breach of duty by the Operator or itslegal representatives or vicarious agents, anddamage caused by the Operator or its legal representatives or vicarious agents intentionally or grosslynegligently, for which the Operator is fully liable.In the event of a slightly negligent breach of material contractual obligations, the Operator will be liable up tothe amount of the foreseeable damage typical for the contract, except for the cases specified in Section 9.1.Material contractual obligations are obligations the fulfilment of which makes the proper performance of thecontract possible in the first place and compliance with which the contracting parties may regularly rely on.Otherwise, any liability of the Operator is excluded.The limitation period for claims for damages against the Operator is 1 year, except for the cases mentioned inSection 9.1.The Operator is not liable for the accuracy of the information provided on arvorum, in particular, forinformation relating to fertilization, harvesting and weather forecasts and their application by the User to thefields. The Operator is not liable for any failure in the management of farms resulting from the use of theservices provided on arvorum and described in Section 3.The Operator is not liable for damage caused by access provided by the User to team members or other thirdparties (Share Function).

The Operator will apply the care customary in the industry in selecting and maintaining the contents of thedatabase. The completeness, correctness and up-to-dateness of the contents cannot be guaranteed at alltimes. In addition, Section 9.4 applies to all content on arvorum.

10. DATA PROTECTION

When using arvorum, personal data will be processed in accordance with applicable data protection laws andOperator’s Privacy Policy, which is available at Privacy Policy.

11. CONTRACT DURATION AND TERMINATION

The Operator has an extraordinary right of termination in the event of a breach of material obligations underthis contract, in particular, in the event of a breach of Section 4.After termination, further access remains possible for the User by logging into the blocked (i.e., inactive)account. This does not apply in the event of the use of arvorum as a free trial version; in this respect, Section6.1(c) will apply.The User may delete their user account and all related data at any time. However, the deletion of the accountwill not affect the duration of the contract.The User’s entitlement to use arvorum will end:in the case of Clause 6.1(b), after the expiry of the 30-day trial period;after the expiry of the contract duration of one year, with an upgrade of the subscription model being possibleat any time, andin the event of a breach of material obligations under this contract, in particular, in the event of a breach ofSection 4, by exclusion from the use of arvorum by the Operator.

12. FINAL PROVISIONS AMENDMENTS TO THESE TERMS OF USE

The Operator may amend these terms of use if this is necessary and does not discriminate against the Usercontrary to good faith.The Operator will inform the User about amendments to the terms of use with a notice period of 4 weeksbefore they come into force. The User may object to any amendments to the terms of use within 4 weeks ofreceipt of the respective notification. Consent to the amendments to the terms of use will be deemed to havebeen given if the User does not object thereto or does not object thereto in due time. In the event of theUser’s objection, the Operator reserves the right to terminate the authorization to use arvorum.If any of the above provisions is or becomes invalid in whole or in part, the validity of the remaining provisionshereof is not affected. In place of the invalid provision, a provision shall apply which comes as close as possibleto what the Parties intended when concluding this contract, taking into account economic aspects. The sameapplies if there is a gap in the contract.The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for theInternational Sale of Goods (CISG) and the conflict-of-law rules.The contractual language is English.

Last Review January 2023