GENERAL TERMS AND CONDITIONS OF USE FOR THE SOLENA PLATFORM

Last updated: June 2026

Welcome to Solena’s technology, biotechnology, and artificial intelligence platform (hereinafter, "the Platform"), owned by Solena Ag, Inc., a corporation organized under the laws of the State of Delaware, United States of America, and its authorized global subsidiaries, affiliates, or corporate vehicles (hereinafter collectively referred to as "Solena").

These General Terms and Conditions of Use (hereinafter, the "Terms") govern access to, registration for, navigation through, and use of the web portals, mobile applications (including Solena Explore), software tools, artificial intelligence models, and molecular diagnostics services accessible through the domains https://solena.ag, https://platform.solena.ag/, and any associated subdomains, application programming interfaces (APIs), or associated software platforms (hereinafter collectively referred to as the "Software").

For the purposes of unambiguous interpretation of these Terms, the Parties agree upon the following definitions:

1. Biological Capital (BC): The diversity, abundance, and functional potential of soil microorganism communities that maximize the equity, sustainability, and productive capacity of the land asset.
2. Raw Genomic Data: Raw nucleotide sequences resulting from DNA sequencing of soil samples, typically represented in FASTQ, FASTA, or similar file formats, obtained via high-throughput sequencing technologies (NGS Shotgun Metagenomics or qPCR).
3. Agronomic Data: All spatial, operational, physical, chemical, or meteorological information provided by the Customer regarding the field, including GPS coordinates, crop history, harvest yields, agrochemical or biological application records, and management history.
4. Field Documents: Any digital file, report, agricultural management log, prior laboratory analysis (physicochemical, foliar, water, etc.), invoices or purchase records of inputs, vector maps (e.g., Shapefile or KML files), agronomic prescriptions, or certificates uploaded directly by the User or the Customer to the Platform in formats legible by the Software (such as .pdf, .xlsx, .csv, .txt, .png, .jpg, or similar formats).
5. Derived Data: All information, metadata, functional profiles, health scores, predictive variables, and probabilistic models generated by Solena's bioinformatics processing and AI algorithms based on the correlation of Raw Genomic Data, Agronomic Data, and the automated extraction of Field Documents.
6. Digital Sequence Information (DSI): Genetic sequence data and digitalized biological information derived from the soil microbiome falling under the scope of discussion of the Convention on Biological Diversity and the Nagoya Protocol.
7. Insights / Final Report: The consolidated visual, semantic, graphic, and qualitative interface (represented on an index from 1 to 100 and its respective categories) delivered to the Customer through the Software to facilitate agronomic decision-making.
8. Precision Prescription: Automated input application recommendations (type of product, dosage, timing, and application method) generated algorithmically by Solena AI to correct biological deficiencies in a specific Polygon.
9. Testing Center Network (TCN): The global network of owned or authorized third-party laboratories equipped with Solena’s molecular technology (including HERA and GEA protocols, and qPCR or sequencing platforms) to process local soil samples.

Access to and use of the Platform and the Software are strictly conditional upon your full, express, and unreserved acceptance of these Terms. By registering, accessing, or using the Platform, you (hereinafter, the "User") declare under penalty of perjury that you are acting on your own behalf or that you hold sufficient legal and corporate power and authority of representation to bind the legal, commercial, or agricultural entity under which you register (hereinafter, the "Customer").

For the purposes of these Terms, the Customer includes, but is not limited to: Farmers, Food Companies, Input Distributors, Agricultural Advisors, Biological or Chemical Input Manufacturers and Formulators, Partner Laboratories, Testing Center Operators, and Satellite or Agronomic Data Providers.

IF THE USER OR THE CUSTOMER DOES NOT AGREE WITH THE ENTIRE CONTENT OF THESE TERMS, THEY MUST IMMEDIATELY REFRAIN FROM ACCESSING AND USING THE PLATAFORM.

A. Registration and Credentials

Access to the features of the Software requires the creation of a user account by providing true, accurate, and updated information. Access credentials are strictly personal and non-transferable. The User and the Customer assume sole responsibility for any activity, data upload, viewing, or transaction performed under their account.

B. Viewing Roles and Access within the Network (TCN and Distributors)

The Customer acknowledges that, depending on their commercial and industrial role within Solena's value chain (e.g., distributors under the Testing Center Network scheme, local Joint Venture partners, or multinational corporates), the Software will enable different levels of access, dashboards, metadata visibility, and permissions to add physical or molecular data.

In the case of independent operators belonging to the Testing Center Network, they agree to operate under the quality standards, automated bioinformatics workflows, and biosecurity protocols dictated by Solena. Such laboratory operators shall remain solely liable under local public health and environmental laws for the physical operation of their facilities.

C. Software Usage Credits (Non-Financial Module)

The Platform incorporates an internal administrative module to track and display software usage credits ("Software Credits" or "Credits"), which may be operated automatically by Artificial Intelligence models or manually by Solena's administrators.

The Customer expressly acknowledges and agrees that:

1. Software Credits constitute a strictly referential and internal tool to measure usage quotas, API calls, molecular sample processing, or prescription issuances from the AI engine.
2. Software Credits do not constitute virtual currencies, crypto-assets, utility tokens of a speculative nature, nor do they represent a payment gateway, value storage services, or money transfer services regulated by banking laws.
3. All financial transactions, per-hectare subscription purchases, patent royalty payments, or input purchases are conducted outside the Platform through independent contractual channels governed by specific service agreements.

A. Absolute Ownership of Raw Genomic Data and Sequence Information

The Customer expressly acknowledges and agrees that they do not acquire any right of ownership, copying, downloading, data engineering, or access to the raw genomic sequences and Raw Genomic Data resulting from soil analyses (raw FASTQ sequencing files or similar files obtained through high-throughput sequencing technologies like NGS or qPCR). The Customer agrees that such data lack commercial or technical value without the bioinformatics processing, proprietary assembly algorithms, and reference databases exclusively owned by Solena.

B. Trade Secrets, Patents, and Algorithmic Protection (Protected Trade Secret)

All data infrastructure, software code, and biotechnological property of Solena, including without limitation:

1. The computational and biological pipeline known as Agrokraken and the algorithms and computational weights based on large language models of microbial application (BactoBERT).
2. The Artificial Intelligence models for soil analysis, predictive algorithms based on deep learning, and Solena's consolidated soil microbiome databases (historical global soil database).
3. The conversion and calculation formulas for determining UMC (Quality Measurement Units) and the methodologies of the qISS (Quantitative Index for Soil Sustainability) and MISS (Metagenome Index of Soil Productivity and Sustainability) indexes in all their variations.
4. The automated prescription methodologies, the rapid diagnostic molecular biomarkers selected by the discovery algorithm PROMETHEUS, and the cross-referenced metadata correlations (genes × crop × agronomic management × geolocation × inputs) developed by Solena.

All of the foregoing constitute an exclusive Trade Secret of Solena, protected under the intellectual property and trade secret laws of the United States of America (including the Defend Trade Secrets Act), as well as by local laws of the operating countries and international intellectual property treaties.

C. Ownership of "Insights" and Derived Data

Solena is the exclusive owner of all information, user interfaces, graphic design elements, trademarks, APIs, technical documentation, and data structures displayed on the Software. The Customer is the sole and exclusive owner only of their physical soil sample delivered for analysis and of the final consolidated insight or analytical report displayed on the Platform (consisting of the soil health evaluation range from 1 to 100 and its respective qualitative classification).

D. Absolute Prohibition of Reverse Engineering, Data Scraping, and Decompilation

The User, the Customer, and any related third party are strictly prohibited, directly or indirectly, from: reverse engineering, decompiling, disassembling, decrypting, extracting source code, utilizing automated scraping techniques to download metadata, or attempting to replicate the inference algorithms, the logic of the Agrokraken pipeline, the training of BactoBERT, or the formulas behind the UMC, MISS, and qISS metrics.

Any attempt shall entitle Solena to immediately terminate the account without liability, suspend API access, retain any Customer data, and initiate civil and indemnification actions for damages, as well as the corresponding criminal complaints for theft of trade secrets in the jurisdiction of Delaware, USA, or under the applicable local jurisdiction of the offense.

A. Provision of Data and Uploading of Field Documents

To ensure the proper execution of diagnostics, predictive maps, and AI inferences, the User provides Solena with Agronomic Data directly in the Platform's forms or through the voluntary uploading and transmission of Field Documents.

The User and the Customer warrant under penalty of perjury that:

1. They hold the ownership, legitimate possession, or necessary contractual and legal authorizations over the analyzed agricultural lands and over the information contained in the uploaded Field Documents.
2. The uploaded Field Documents do not infringe upon any third-party intellectual property rights, registered trademarks, patents, or confidentiality agreements (including input distributors, advisors, or manufacturers).
3. All shared documentary information is legitimate, true, and corresponds to the operational reality of the analyzed field.

B. Operating, Data Extraction, and AI Ingestion License

The Customer grants Solena a worldwide, non-exclusive, irrevocable, sublicensable, transferable, perpetual, and royalty-free license to store, process, transmit, structure, translate, read, index, and analyze the Agronomic Data and Field Documents uploaded by the User.

This license specifically empowers Solena to use large language models (LLMs), natural language processing (NLP) systems, and optical character recognition (OCR) to extract technical, physical, management, and purchase history information with the sole purpose of feeding Solena AI's recommendation engine, training recommendation algorithms, and providing the contracted services of the Platform.

C. Exclusion of Liability for Ingested Content

Solena acts as a technological processor of the Field Documents uploaded by the User. Solena is under no obligation to manually audit the truthfulness, accuracy, or completeness of the provided documents.

The Customer acknowledges that any hallucination, error, or bias in the AI agronomic report or final prescription resulting directly from incorrect, contradictory, incomplete, altered, or falsified data within the uploaded Field Documents shall be the sole civil and operational responsibility of the Customer. Furthermore, Solena reserves the right to immediately delete any uploaded document containing malware, viruses, or whose legal origin is doubtful.

D. Compliance with the Nagoya Protocol and Access to Genetic Resources (ABS/DSI Waiver)

Since Solena’s analyses are performed on soil samples from various international jurisdictions, the Parties commit to comply with local regulations on biodiversity and access to genetic resources (including the Nagoya Protocol where applicable). The Customer warrants that they hold all necessary legal permits for extracting soil samples from their lands and for their subsequent analysis.

By accepting these Terms, the Customer expressly and irrevocably acknowledges and agrees that the resulting sequencing data and digitalized genetic information (DSI - Digital Sequence Information) will be aggregated in a disassociated manner into Solena’s global database, irrevocably waiving any claim of ownership, monetary compensation, benefit-sharing (ABS) rights, or intellectual rights derived from such consolidated genomic storage or from future scientific developments based on Solena's database.

E. Right to Irreversible Anonymization for AI

The Customer authorizes Solena in an express and irrevocable manner to irreversibly anonymize and disassociate the Raw Genomic Data derived from sequencing (NGS or qPCR), the Agronomic Data of the field, and the technical information extracted from Field Documents to integrate them into Solena's Global Database. Solena shall use these aggregated and anonymized data for algorithmic optimization purposes, scientific training of its artificial intelligence models (including BactoBERT), and biotechnological research and development, free of any present or future royalty payments or compensation to the Customer.

For Users and Customers belonging to companies that manufacture, formulate, or distribute agricultural inputs (including, but not limited to, Agromich, Proagro, Ravensdown, AMVAC, Lallemand, Inkal, among others):

A. Biological Evaluation

The Customer consents to Solena evaluating biologically and genomically the technical performance of its products in the soil (identification of induced taxonomic or functional genes under qISS or MISS methodologies).

B. Operation of the Recommendation Engine (Uptake Rate)

The Customer agrees that Solena’s recommendation engine (powered by Solena AI) automatically prescribes such products to third parties (end farmers) based on strictly scientific criteria of biological matching indexed by the Software.

C. Algorithm Neutrality, Commercial Independence, and Disclaimer of Competition

Solena's prescriptions are generated in an agnostic manner to optimize the biology of the farmer's soil. Solena is released from any liability, bias, or claim arising from the automated prescription of third-party products. The indexing and positioning of inputs within the Software's prescriptions do not constitute a guarantee of sale, do not grant trademark exclusivity rights within the recommendation algorithms, nor do they generate a commercial preference obligation on the part of Solena, unless expressly agreed otherwise by a separate written agreement (such as Product Setup contracts or specific enterprise licenses).

A. Laboratory Scientific Accuracy Warranty

Solena guarantees to the Customer that the biological and functional data displayed on the Platform strictly correspond to the scientific molecular analyses performed on the physical soil sample delivered to Solena’s owned or affiliated Testing Center Network laboratories. Solena undertakes to implement reasonable technical and administrative security measures to protect the confidentiality of Customer data while they remain identifiable in its databases.

B. Mandatory Compliance with Biosecurity and Quarantine Regulations (Soil)

1. The Customer and the User assume sole and non-delegable legal responsibility to ensure that all physical soil samples collected and sent to Solena-affiliated laboratories or Testing Centers strictly comply with local and international customs, plant health, quarantine, and biosecurity regulations (including USDA-APHIS licenses in the US, MAPA in Brazil, MPI in New Zealand, SENASICA in Mexico, etc.).
2. The Customer declares under penalty of perjury that the shipped samples do not originate from agricultural areas under official domestic or international epidemiological quarantine declarations, nor do they contain prohibited pathogens of high biological danger representing a threat to biosegurity.
3. The Customer agrees to indemnify, defend, and hold harmless Solena, its officers, and its laboratory partners against any fines, loss of licenses, operational closures, court costs, or administrative sanctions arising from shipping biological samples that violate these quarantine and biosecurity regulations.

C. Exclusion of Warranties of Agricultural Success, Productivity, or Financial Return

The Customer expressly understands and agrees that the Platform is a decision support tool based on advanced predictive models of biotechnology and data science. Since agricultural productivity depends on a multiplicity of variables outside Solena's influence or control, including but not limited to: extreme weather conditions, adverse meteorological events, unsequenced pathogen outbreaks, human application errors, mechanical failures, global macroeconomic market factors, or price volatility:

SOLENA DOES NOT GUARANTEE SPECIFIC CROP YIELDS, COMMERCIAL RETURNS ON INVESTMENT, NOR DOES IT COMMIT TO ISSUING ANY WARRANTY REGARDING TOTAL CROP SUCCESS OR THE COMPLETE EFFECTIVENESS OF THE PRESCRIPTIONS IN THE FIELD.

D. Disclaimer for Predictive Metrics and AI Recommendations

1. Disclaimer on Risk Metrics: The Customer acknowledges that predictive risk metrics displayed on the Software, such as the "Biological Runway" and "Soil Expiration Date," are predictive estimates based on current soil biological markers, statistical trends, and probabilistic models. These metrics represent modeled risk scenarios and technical support tools for decision-making; they do not represent guaranteed financial results, soil survival promises, or economic solvency commitments.
2. Mandatory Validation of Recommendations: The Customer acknowledges that automated AI prescriptions regarding fertilization dosages, soil correctors, and biological inputs are generated algorithmically. The Customer is contractually obligated to validate and certify any recommendation issued by the Software with a qualified local technical advisor or agronomist under the regulations of their jurisdiction before proceeding with its physical application in the field. Solena disclaims all liability for crop losses associated with the improper or direct application of AI recommendations without professional human supervision in the field.

E. Disclaimer for Third-Party Data and Infrastructure

1. Satellite and Weather Data: Solena uses third-party satellite, meteorological, and cartographic database services for tools within the Software (such as Solena Explore). Solena shall not be liable for any connectivity failure, service interruption, delay, or inaccuracy in the geospatial or climatological data of such external providers.
2. Cloud Infrastructure: The Platform operates on the cloud infrastructure of Amazon Web Services (AWS) and utilizes advanced third-party AI technologies (such as AWS Bedrock). Solena shall not be liable under any circumstances for technical service interruptions of hosting, failures of the AI system outside its proprietary code, data loss due to force majeure, or cybersecurity incidents exceeding the standard industry protection measures implemented by the cloud infrastructure provider.

F. Exclusion of Regulated Financial and Credit Scoring Functions

Solena expressly clarifies that its soil risk analyses, biological health scores, or indexes like qISS/MISS do not constitute formal evaluations of economic solvency or regulated financial risk (credit scoring), nor does Solena operate as a bank, lender, financial intermediary, investment advisor, or regulated credit-issuing entity under the banking laws of any jurisdiction.

Any use of Solena’s data by third-party financial institutions to grant input credit lines or agricultural financing (underwriting) is conducted under the sole responsibility of such financial entities and the Customer, releasing Solena from any liability for financial defaults or insolvencies.

G. Global Economic Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF SOLENA TO THE CUSTOMER FOR ANY CLAIM, DEMAND, ACTION, OR DAMAGE ARISING FROM THE USE OF THE SOFTWARE OR DIAGNOSTIC SERVICES SHALL BE ECONOMICALLY LIMITED TO THE LESSER AMOUNT OF: (I) THE TOTAL AMOUNT ACTUALLY PAID BY THE CUSTOMER TO SOLENA FOR THE SOFTWARE LICENSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) TEN THOUSAND UNITED STATES DOLLARS (USD $10,000.00).

IN NO EVENT SHALL SOLENA BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, LOSS OF PROFITS, LOSS OF DATA, OR CROP LOSS DAMAGES.

Solena undertakes to process the personal data of Users in accordance with its Global Privacy Policy. The Customer and the User accept and consent to Solena processing, transferring, and storing the provided personal and technical data cross-border to central servers controlled by Solena in the United States of America or any technological region operated by AWS necessary to run Solena's artificial intelligence models. The processing of personal and identifying data shall be strictly limited to the purposes authorized by the Customer in these Terms, ensuring compliance with the applicable standards set forth in the corresponding Regional Annexes.

A. Governing Law

These Terms, their interpretation, execution, and any dispute arising in connection with them (whether contractual or extra-contractual) shall be governed and resolved exclusively in accordance with the laws of the State of Delaware, United States of America, without giving effect to its conflict of laws principles.

B. Mandatory International Arbitration

Any controversy, dispute, or claim arising out of these Terms, Solena's intellectual property, patents, trade secrets (including the Software, Agrokraken, and BactoBERT), or the use of the Platform, which cannot be amicably resolved within sixty (60) days after notification, shall be submitted to and finally resolved by binding commercial arbitration under the Arbitration Rules of the International Chamber of Commerce (ICC) by one (1) arbitrator appointed in accordance with said Rules.

• Place of Arbitration: Wilmington, Delaware, USA.
• Language of Arbitration: English (documents in Spanish may be submitted without official translation if both parties agree).
• The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.

REGIONAL ANNEXES OF MANDATORY ADHESION

(Subject to the territory of data origin or Customer's residence)

(India Data Localization & Cross-Border Processing Rider)

This Annex supplements the general conditions of the Terms and applies mandatorily to any User, Customer, or data collected in the territory of the Republic of India, in accordance with the Indian Digital Personal Data Protection Act (DPDPA).

1. Localization of Personally Identifiable Information at Rest: In strict compliance with local data sovereignty regulations, Solena guarantees that all data at rest corresponding to personally identifiable information (PII), email addresses, phone numbers, and identifiable user records from India will be physically stored within the geographic territory of India, using local AWS instances and servers (Mumbai and/or Hyderabad regions) for MongoDB databases and S3 storage buckets.
2. Cross-Border Processing in Transit (AI Models): In accordance with Section 16(1) of the DPDPA, which permits international data transfers for specific technical processing purposes, the User and the Customer provide their express and informed consent for technical data required by Artificial Intelligence models to be dynamically transferred in transit outside of India. This authorizes Solena to use global cross-cloud inference profiles (infrastructure providers such as AWS Bedrock and advanced models like Claude Sonnet) to perform dynamic processing and generate biological diagnostics. Solena commits not to permanently store residual personal data outside authorized servers in India.
3. Platform Integration and Local Biomarkers: The Customer acknowledges that, pursuant to platform integration agreements with local technological partners like Krishitantra, the Software may incorporate specific modules for key regional crops (such as sugarcane, cereals, or cotton) using the calibrated molecular biomarkers detailed in Solena’s technical annexes.
4. Financial Regulatory Exemption: Because the Software Credits system detailed in Clause 2(C) of the General Conditions operates solely as an internal administrative module and does not process direct commercial or financial transactions on the Platform, the Platform’s operations within India are exempt from localization and banking storage regulations issued by the Reserve Bank of India (RBI).

(EU/UK Privacy, Artificial Intelligence Act & Data Protection Rider)

This Annex applies mandatorily to any User, Customer, or data falling under the territorial scope of the European Union General Data Protection Regulation (GDPR), the UK GDPR (UK GDPR), and the EU Artificial Intelligence Act (EU AI Act).

1. Data Subject Rights (ARCO and GDPR Rights): Solena guarantees the full exercise of the rights of access, rectification, erasure ("right to be forgotten"), restriction of processing, data portability, and objection regarding personal data. Requests must be addressed to privacy@solena.ag.
2. Legal Basis for Processing: The processing of agronomic and contact data is based on the execution of the service contract the Customer enters into with Solena. Data processing for training AI models is based on Solena's legitimate interest in developing biotechnological innovations, subject always to the Customer's right to opt-out of the use of their data for AI training purposes without affecting the core functionality of the contracted diagnostic.
3. Compliance with the EU AI Act: Solena classifies its agronomic support AI models (including BactoBERT) as general-purpose AI systems or technical support tools that do not autonomously make high-risk automated decisions. Solena commits to maintaining adequate levels of technical transparency regarding the logic of recommendations and inferences generated by the AI.

(Regional Rider for Mexico, Peru, Uruguay, and Andean Countries)

This Annex applies mandatorily to any User, Customer, or soil data originating in Latin American countries where Solena and its associated laboratories and infrastructure operate.

1. Local Data Protection Laws: Personal data processing in Mexico is governed by the Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP); in Peru by Law No. 29733 (Personal Data Protection Law); and in Uruguay by Law No. 18.331. Solena guarantees that it will keep specific privacy notices updated for each country within the corresponding interfaces.
2. Uruguay and Regional Right of Preference (Sosei Agreement): Pursuant to the Memorandum of Understanding (MOU) currently in force with SOSEI, it is established that SOSEI holds exclusive representation and operation of Solena’s molecular diagnostics solutions within the national territory of Uruguay, operating through its authorized local laboratory (CMDA). Furthermore, SOSEI is granted a right of preference to expand operations to bordering areas of Argentina and Brazil in accordance with the specific commercial terms of said agreement. The Customer in Uruguay agrees that the processing of their physical soil samples shall be executed locally by SOSEI as Solena’s authorized operator.
3. Relationship with Distribution Partners and Local Laboratories: The Customer expressly authorizes Solena to share the strictly necessary Agronomic Data of the field and sample with Solena's authorized subprocessors and local distribution partners (such as Sosei in Uruguay, Proagro or Agromich in Mexico, and Inkal in Peru) with the sole purpose of completing the required physical and molecular analysis and providing last-mile service.
4. Agricultural Consumer Rights: Solena respects local consumer protection regulations (e.g., PROFECO in Mexico, INDECOPI in Peru, etc.). Given the strictly business-to-business (B2B) nature of the Software, both parties agree that transactions are conducted between merchants with technical experience in the sector; therefore, operational warranties are restrictively governed by the written commercial contract that gave rise to the service provision.

(Kingdom of Saudi Arabia Data Sovereignty & Agricultural Security Rider)

This Annex applies mandatorily to any User, Customer, or data originating from the territory of the Kingdom of Saudi Arabia (KSA) and the Middle East and North Africa (MENA) region, in accordance with the Saudi Arabian Personal Data Protection Law (PDPL).

1. Agricultural Data Sovereignty and Soil Genome Initiative: In compliance with national food security regulations of the Ministry of Environment, Water and Agriculture (MEWA), the Customer authorizes Solena (operating jointly with its local Joint Venture Solena Arabia established in Riyadh) to process and structure soil microbiome information to integrate it into "Sovereign Soil Genome" mapping efforts under the agreements with MEWA in the Kingdom.
2. Local Storage of Sensitive Data (SDAIA): Personal identification data of Saudi citizens and satellite coordinates of domestic fields in Saudi Arabia classified as of national security concern shall be stored locally using authorized cloud infrastructures within the territory of KSA (AWS Riyadh Region or approved equivalents under the national data authority - SDAIA).
3. Technology Transfer and AI Inference: The Customer grants express consent under the PDPL regulatory framework for disassociated and anonymized functional and metagenomic agricultural sample data to be securely transmitted through Solena's global pipelines (processed in the US via AWS Bedrock) for the technical purpose of receiving Solena AI prescriptions and reports in Riyadh, destroying any residual identifying data after insight generation.

(Brazil LGPD, MAPA & Regional Expansion Rider)

This Annex applies mandatorily to any User, Customer, or data collected in the territory of the Federative Republic of Brazil, in accordance with the Brazilian General Data Protection Law (LGPD - Lei Geral de Proteção de Dados, Law No. 13.709/2018) and regulations of the Ministry of Agriculture and Livestock of Brazil (MAPA - Ministério da Agricultura e Pecuária).

1. Data Processing and Rights under the LGPD: Solena guarantees personal data processing in accordance with the principles of purpose, necessity, and transparency established under the LGPD. Brazilian Users shall have unrestricted access to confirmation of processing, personal data erasure, and portability mechanisms by sending their request to privacy@solena.ag.
2. Right to Review Automated Decisions (Art. 20 LGPD): The Customer holds the right to request human review of any soil diagnosis, soil health classification, or biological input recommendation generated exclusively by automated means (including Solena AI and BactoBERT predictive models) affecting their commercial or agricultural interests.
3. Compliance with MAPA Guidelines for Bio-Inputs: The Customer acknowledges that any inoculant or bio-input recommendation on the Software is based on molecular performance measured in the soil. However, all physical applications of bio-inputs prescribed by the Software within Brazil must be executed in compliance with registration, technical guidelines, and approvals issued by MAPA.
4. Regional Distribution Partner and Right of Preference: Pursuant to current agreements, the role of Solena’s assigned local distributor is recognized (including the preferential right of expansion to bordering Brazilian areas within the Southern Cone zone of influence through authorized partners like Sosei). The Customer expressly consents to sharing technical field data with such regional representatives to provide last-mile support.

(Japan APPI & Industrial Secrets Compliance Rider)

This Annex applies mandatorily to any User, Customer, or data originating in the territory of Japan, in accordance with the Japanese Act on the Protection of Personal Information (APPI) and the Unfair Competition Prevention Act.

1. Cross-Border Personal Data Transfer (APPI): By accepting these Terms, the Customer and Users in Japan grant their explicit and informed consent under APPI requirements for Solena to transfer their personal identification data (such as business contact, email, and operational field information) to servers located outside Japan (specifically AWS servers in the United States of America and Solena's global infrastructure areas). Solena guarantees that it will maintain the technical and administrative security measures required internationally to protect data privacy.
2. Protection of Trade Secrets and Local Field Trials (Kanematsu Agreement): In the context of collaborations, Proof of Concept (PoC) agreements, and commercial distribution contracts executed in Japan (including but not limited to the strategic partnership, trials, input distribution, and biotechnological development for crops in Hokkaido and Tokachi with Kanematsu Corporation), the Customer undertakes to maintain strict confidentiality regarding Solena's experimental protocols. The Agrokraken pipeline, the BactoBERT AI engine, and the UMC calibration units enjoy the highest level of protection as trade secrets under Japanese unfair competition legislation.
3. Information Request Rights (APPI): Any request for access, correction, or cessation of use of personal data under the Japanese APPI regulatory framework shall be processed through the central privacy office by emailing privacy@solena.ag.

(New Zealand Privacy Act, Recurrent Distribution & Māori Data Sovereignty Rider)

This Annex supplements the main contract and applies mandatorily to any User, Customer, or data originating from New Zealand, in accordance with the New Zealand Privacy Act 2020 and biosecurity and customs guidelines of the Ministry for Primary Industries (MPI).

1. Compliance with International Data Transfers (Privacy Principle 12): Pursuant to Privacy Principle 12 of the Privacy Act 2020, the Customer expressly authorizes Solena to disclose and transfer technical and contact information outside of New Zealand to its global affiliates in the United States for analytical processing. Solena contractually guarantees that its cloud data processors (AWS) maintain privacy protection levels comparable to those required under New Zealand law.
2. Māori Data Sovereignty (Te Mana Raraunga): Solena deeply respects and recognizes the sovereignty of New Zealand's indigenous peoples over their native lands (Whenua), biological resources, ecosystems, and the genetic information of their soil's native microbiome, in accordance with the Treaty of Waitangi (Te Tiriti o Waitangi and the historical claim Wai 262). Should soil samples originating from lands under the jurisdiction of Māori Land Trusts be analyzed, Solena commits to ensuring that the processing of microbiome and metagenome data is conducted in respect of the principle of mutual guardianship (Kaitiakitanga). The Parties agree that the resulting aggregated and anonymized microbiome data shall not be individually claimed by the Customer as native New Zealand intellectual property, and that Solena shall use them to safeguard the ecosystem without undermining the Māori community's guardianship role over their native soil.
3. Distribution and Laboratory Logistics Partner (Ravensdown Agreement): The Customer acknowledges that for the New Zealand market, Solena maintains commercial distribution alliances, commercial pilots, and sample analysis logistics through certified local partners (such as Ravensdown or other distributors approved by Solena). The Customer authorizes the exchange of technical data necessary for executing rapid qPCR diagnostics or biological indexing with such local partners under the same confidentiality standards as Clause 3 of these Terms.
4. Biosecurity and MPI Soil Regulations: The Customer assumes full responsibility for complying with MPI biosecurity regulations regarding extracting and transporting soil samples to authorized testing laboratories in New Zealand, ensuring that Solena's collection kits are operated in accordance with New Zealand sanitary protocols to prevent the inadvertent spread of pathogens or high-impact agricultural pests.