IMPORTANT – READ CAREFULLY: THIS LIMITED LICENSE AND TERMS OF USE AGREEMENT ("AGREEMENT") IS A LEGALLY BINDING CONTRACT BETWEEN AGREENA APS, A PRIVATE LIMITED COMPANY INCORPORATED AND REGISTERED IN DENMARK, WITH REGISTERED ADDRESS AT LANGEBROGADE 3F, 3RD FLOOR, DK-1411 COPENHAGEN K, DENMARK AND DANISH COMPANY REGISTRATION NO. 39467275 (“AGREENA”) AND THE LEGAL ENTITY ("ENTITY") ON WHOSE BEHALF THE PLATFORM IS ACCESSED. BY CLICKING "I ACCEPT," REGISTERING FOR AN ACCOUNT, OR OTHERWISE ACCESSING THE AGREENA PLATFORM, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED SIGNATORY WITH THE FULL LEGAL POWER AND MANDATE TO BIND THE ENTITY TO THIS AGREEMENT. IF THE ENTITY DOES NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM.

The Entity acknowledges and agrees that Agreena provides access to the Platform, including advanced digital measurement, reporting, and verification ("dMRV") tools, without an upfront monetary subscription fee. The Entity understands and agrees that the grant of the irrevocable commercial license for Agreena to use, sublicense, and commercialize the Entity’s User Data set forth in further detail in Section 8.1 constitutes the direct, sufficient, and valuable consideration for the Entity’s access to and use of the Platform. By utilizing these high-value digital assets, the Entity confirms it has received a material benefit that justifies the perpetual and irrevocable nature of the data rights granted to Agreena.

1. SCOPE AND DEFINITIONS

1.1. Agreena owns and operates the Agreena Platform, a proprietary digital solution including web-based tools, software, features, and functionalities (the “Platform”) which is accessed on https://farmer.agreena.com.

1.2. This Agreement constitutes the overarching master legal framework governing all access to and interaction with the Platform. Any specific service offerings, initiatives, or participation in designated programs, including, without limitation, the AgreenaCarbon Programme, may be subject to separate and/or supplemental legal terms, addenda, or schedules (collectively, “Program Terms”). This Agreement is expressly incorporated as an integrated contractual part of Program Terms entered between the Entity and Agreena. In the event of a direct conflict or inconsistency between the provisions of this Agreement and any specific Program Terms, the Program Terms shall take precedence solely with respect to the subject matter of that specific program, while this Agreement shall remain in full force and effect as the baseline governing instrument for all other purposes. The Entity acknowledges that continuous compliance with this Agreement is a strict prerequisite for eligibility in any specific program. Access to the Platform does not constitute a guarantee of admission into any of Agreena’s programs or other services.

1.3. Definitions:

For the purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to them below:

"Affiliate" means any legal entity that, directly or indirectly, controls, is controlled by, or is under common control with either the Entity or Agreena, as the case may be, where "control" denotes the ownership of more than fifty percent (50%) of the voting securities or the power to direct the management and policies of such entity.
"Aggregated Data" refers to User Data that has been processed, combined with other datasets, and strictly anonymized in such a manner that neither the Entity, any specific User, nor any individual land parcel can be identified, whether directly or indirectly. Aggregated Data is intended for high-level analytics, benchmarking, and third-party commercialization.
"Agreement" means this Agreena Platform License and Terms of Use Agreement, including all incorporated Annexes (such as the Data Processing Addendum) and any subsequent addenda that are incorporate in this Agreement by reference.
“Agreena” means Agreena ApS, a private limited company incorporated and registered in Denmark, with registered address at Langebrogade 3F, 3rd floor, DK-1411 Copenhagen K, Denmark and Danish company registration no. 39467275.
"Applicable Data Protection Laws" means all applicable and mandatory laws and regulations relating to the processing of Personal Data, including: (i) the EU GDPR (Regulation (EU) 2016/679); (ii) the UK GDPR meaning Regulation (EU) 2016/679 as retained by UK law and as supplemented by the Data Protection Act 2018); (iii) the Danish Data Protection Act; and (iv) any other applicable legislation concerning privacy or data protection in relation to Personal Data in jurisdictions where Agreena, the Entity and/or their respective Affiliates operate, as amended from time to time.
"Applicable Laws" means all applicable and mandatory laws, statutes, and regulations of the Kingdom of Denmark, the European Union (expressly including Regulation (EU) 2023/2854, the "EU Data Act"), and, to the extent applicable to the Entity’s operations or the location of data subjects, the laws of England, Wales, Scotland, and Northern Ireland.
"Authorized Signatory" means the natural persons who, by accepting this Agreement, warrants and represents that they possess the requisite legal mandate and corporate authority to bind the Entity to the obligations herein.
"Derived Data" means any data, data set, data bases, visual, graphic, and/or textual representations of data, insights, reports, or mathematical models generated by Agreena through the application of proprietary or third-party software, solutions, algorithms, and/or analytical processes to User Data. Unlike User Data, Derived Data is owned by Agreena and constitutes Agreena’s Intellectual Property Rights.
"Entity" refers to the legal person or registered agricultural business that utilizes the Platform for its commercial or operational purposes and which is the counterparty to Agreena under this Agreement.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and all other proprietary rights, whether registered or unregistered, including but not limited to the rights to the “Agreena” brand, and all rights pertaining to the Platform, the Platform’s visual and graphic appearance and user interface, and the Platform’s underlying software architecture, to the extent these rights are not owned by a third party.
"Open Source" refers to any third-party software components or libraries incorporated into the Platform that are subject to an open-source license (e.g., MIT, Apache, or GPL), as further detailed in Section 6.
"Personal Data" shall have the meaning ascribed to it under the respective Applicable Data Protection Laws, encompassing any information relating to an identified or identifiable natural person.
"Platform" has the meaning given in Section 1 above.
"Program Terms" has the meaning given in Section 1 above.
"User Data" means the raw agricultural datasets, field boundary configurations, and management logs originally generated by the Entity’s operations and transferred to the Platform, or the Entity’s manual input into the Platform, including data and information entered on the Platform by any representative of the Entity (including the Entity’s employees and/or consultants) or by any of Agreena’s employees or consultants on behalf of the Entity. Per the EU Data Act, the Entity retains ownership of raw User Data.
“User” or “Users” have the meaning given in Section 3 below.

2. AMENDMENTS TO THE AGREEMENT

2.1. Agreena reserves the right to amend, restate, supplement, or otherwise modify the provisions of this Agreement, at its sole and absolute discretion, from time to time. Such amendments may be implemented to reflect but are not limited to: (i) technological enhancements or iterations in Platform functionality; (ii) the introduction of novel services or features; (iii) compliance with evolving legislative, judicial, or regulatory mandates (specifically including, but not limited to, the EU Data Act); (iv) improved data protection or privacy protocols; or (v) the mitigation of operational, fraud, or security risks.

2.2. Any amendment of this Agreement shall be communicated to the Entity through a prominent notice on the Platform or to the Entity’s registered electronic mail address. Such amendments shall become effective and binding immediately. The Entity acknowledges and agrees that its continued access to or utilization of the Platform subsequent to the effective date of an amendment constitutes its unconditional and irrevocable acceptance of the Agreement as amended. In the event the Entity objects to any such amendment, its sole and exclusive remedy shall be the immediate cessation of Platform use and termination of this Agreement in accordance with Section11.

3. ACCESS TO AND USE OF THE PLATFORM

3.1. The Entity assumes full and exclusive responsibility and liability for ensuring that all authorized personnel, employees, consultants, and representatives (collectively, “User” or "Users") who access the Platform under the Entity’s account maintain strict compliance with the terms and conditions of this Agreement. The Entity expressly acknowledges and agrees that any act or omission by a User that constitutes a violation of this Agreement shall be deemed a material breach of the Agreement by the Entity itself, for which the Entity shall remain directly and fully liable.

3.2. The Entity shall implement rigorous internal controls to maintain the absolute confidentiality and integrity of all login credentials, including passwords and authentication tokens. Access to the Platform shall be restricted solely to authorized individuals, and the Entity shall be liable for all activities, data entries, and transactions conducted via its account credentials. In the event the Entity identifies, or has reasonable grounds to suspect, any unauthorized access, breach of security, or compromise of credentials, it shall notify Agreena immediately and without undue delay to facilitate necessary mitigation and security protocols.

3.3. The Entity acknowledges that it is solely responsible, at its own cost and expense, for procuring, deploying, and maintaining the requisite hardware, telecommunications infrastructure, stable internet connectivity, and compatible software systems necessary to ensure seamless access to and interoperability with the Platform. Agreena makes no express or implied representations or warranties regarding the compatibility of the Platform with any particular third-party system or hardware configuration and shall not be held liable for service disruptions or performance limitations resulting from the Entity’s inadequate technical environment.

3.4. Agreena’s provision of access to the Platform is strictly conditioned upon the Entity’s ongoing compliance with Agreena’s security, identity verification, and risk-mitigation protocols, and Agreena reserves the unilateral right, at any time, to subject the Entity, Users, and its beneficial owners to identity verification, "Know Your Customer" (KYC) procedures, and international sanctions screenings utilizing either internal resources or specialized third-party service providers. In the event that the Entity or a User fails to provide accurate and timely documentation for such verification, is identified as a legal or reputational risk under any applicable regulatory framework or sanctions list, or if Agreena identifies suspicious activity that suggests a compromise of account integrity or a threat to the technical stability of the Platform infrastructure, Agreena may, at its sole and absolute discretion and without prior notice or liability, suspend the Entity’s or a User’s access to the Platform, in whole or in part. The Entity acknowledges and agrees that Agreena shall not be responsible or liable for any losses, damages, costs, or expenses of any nature whatsoever, whether direct, indirect, or consequential, arising from or in connection with any such suspension or restrictive measure, including, without limitation, operational delays, loss of data access, or the forfeiture of any anticipated commercial opportunities or benefits.

4. FARM SET-UP AND DATA INTEGRITY

4.1. By configuring an agricultural unit or land parcel within the Platform, the Entity represents and warrants on a continuing basis that it maintains the requisite legal title, leasehold interest, or other valid legal and contractual authorization necessary to possess and operate the specified farm and associated land parcels. The Entity further represents and warrants without limitation that it possesses the absolute, unconditional, and irrevocable rights and Intellectual Property Rights to process, upload, share, transfer, license, and utilize any data related to such parcels (including but not limited to User Data) on the Platform, and that the Entity does not infringe upon the proprietary rights, Intellectual Property Rights, or privacy rights of any third party.

4.2. The Entity acknowledges that the Platform may utilize automated field boundary detection and remote sensing technologies as part of its service offering. Agreena provides these insights for informational purposes only and expressly disclaims any representations, warranties, or guarantees—whether express or implied— and any liability whatsoever, regarding the precision, topographical accuracy, completeness, or correctness of satellite-derived field boundaries or associated agronomic data. The Entity assumes the sole and absolute responsibility for the rigorous verification and validation of all field-level data and User Data on the Platform and shall be exclusively liable for any inaccuracies or omissions in the final configuration of its digital farm profile.

5. PLATFORM ANALYTICS

5.1. The Entity acknowledges and agrees that all outputs, data visualizations, predictive models, and insights generated or otherwise provided through the Platform are intended strictly for general informational purposes. Such information shall not, under any circumstances, be construed as, or relied upon as, a substitute for professional agronomic, financial, legal, or environmental advice. Agreena makes no representations, warranties, or guarantees—express or implied— and assumes no liability whatsoever, regarding the accuracy, completeness, or suitability of these insights for any specific regulatory, commercial, or operational purpose.

5.2. The Entity maintains exclusive discretion and authority over its operational management and acknowledges that any reliance upon Platform output is at its sole and absolute risk. Agreena expressly disclaims any liability for financial losses, crop failure, or adverse environmental outcomes resulting from the Entity’s implementation of practices suggested or documented via the Platform. The Entity is responsible for establishing independent procedures to test the reliability and accuracy of any output before implementation.

6. INTELLECTUAL PROPERTY RIGHTS, LIMITED LICENSE, AND OPEN SOURCE

6.1. Agreena, or its respective licensors, shall at all times retain absolute and exclusive right, title, and interest in and to the Platform, including but not limited to all Intellectual Property Rights and its underlying software, source code, object code, algorithms, design, visual interfaces, and all content provided through the Platform. This ownership extends to any enhancements, modifications, or derivative works created from the Platform, whether or not such developments were based on feedback or data, including User Data, provided by the Entity. No rights are granted to the Entity other than those expressly and unequivocally stated in this Agreement.

6.2. Subject to the Entity’s strict and continuous compliance with the terms and conditions set forth in this Agreement, Agreena hereby grants the Entity a limited, non-exclusive, personal, non-transferable, non-sublicensable, and revocable license to access and use the Platform and its associated insights and data output solely for the Entity’s internal business operations and limited to the purposes expressly set out by this Agreement. Any access, use or reproduction of the Platform beyond the scope of this limited license constitutes a material breach of contract and a violation of Agreena’s proprietary rights and Agreena’s Intellectual Property Rights.

6.3. The Entity acknowledges that the Platform may utilize or incorporate specific third-party Open Source software components. Notwithstanding any provision to the contrary in this Agreement, the use of such Open Source components is subject to the terms and conditions of the respective open-source licenses. To the extent that the terms of an Open Source license expressly prohibit the application of any restriction or obligation contained in this Agreement to such component, the terms of the Open Source license shall prevail and apply on a stand-alone basis solely with respect to that specific component.

6.4. The Platform may require the use of, or provide links to, independent third-party software, applications, or websites. The Entity acknowledges that the use of such third-party software is at its own sole risk and is governed exclusively by the terms and conditions provided by the respective third-party vendors. Agreena makes no express or implicit representations or warranties regarding the functionality, security, or reliability of such third-party dependencies and expressly disclaims any liability for losses, damages, or service interruptions arising from the Entity’s interaction with such external systems.

6.5. In accordance with the provisions of the EU Data Act (Regulation (EU) 2023/2854), the Entity shall at all times retain all proprietary rights, title, and interest in and to its raw User Data.

6.6. The Entity explicitly acknowledges and agrees that (i) Agreena and/or its Affiliates shall without limitations at all times obtain and retain all Intellectual Property rights and other rights, title, and interest in and to Aggregated Data and Derived Data, and (ii) neither the Entity nor its Affiliates, Users, employees or representatives shall have or obtain any such rights at any time, and that they explicitly waive any claim over such rights against Agreena and/or its Affiliates.

7. ENTITY OBLIGATIONS

7.1. The Entity shall not, and shall ensure that its Users do not, directly or indirectly: (i) distribute, upload, or transmit any malicious code, viruses, Trojan horses, worms, time bombs, or other technologically harmful material designed to interrupt, destroy, or limit the functionality of the Platform; (ii) engage in any fraudulent, deceptive, or misleading practices, including the intentional provision of false agricultural data; (iii) attempt to circumvent, disable, or otherwise interfere with the security-related features, authentication protocols, or digital rights management systems of the Platform; or (iv) engage in any activity that imposes an unreasonable or disproportionately large load on the Platform’s infrastructure or otherwise disrupts the integrity and performance of the services.

7.2. The Entity warrants without limitation that its use of the Platform shall at all times strictly adhere to all applicable local, national, and international laws, statutes, and regulations. This obligation of compliance explicitly includes, but is not limited to: (i) the EU Data Act (Regulation (EU) 2023/2854) concerning fair access to and use of data; (ii) all applicable data protection and privacy legislation, including Applicable Data Protection Laws; and (iii) any applicable and relevant environmental or agricultural regulations governing the documentation of land management practices. The Entity further represents and warrants without limitation that it shall not use the Platform for any purpose that is unlawful or prohibited by applicable law or this Agreement.

8. AGREENA’S LICENSE AND COMMERCIALIZATION

8.1. The Entity hereby grants to Agreena, and to all of Agreena’s Affiliates, a perpetual, worldwide, irrevocable, non-exclusive, sub-licensable, transferrable, and royalty-free license to use, utilize, process, analyze, modify, enrich, combine, transfer, sell and sub-license to Affiliates and/or any third party (including but not limited to corporate partners, financial institutions, and research entities), User Data for any lawful commercial or non-commercial purpose, including but not limited to for the purpose of deriving commercial income for Agreena or any of its Affiliates, and to utilize datasets to develop, train, and refine machine learning models and satellite-based monitoring algorithms, and to generate and market industry benchmarks and analytics for broad market distribution. This license expressly includes, but is not limited to, the right for Agreena and its Affiliates to combine User Data with other data sources to create Aggregated Data and Derived Data. The Entity acknowledges and agrees that once User Data has been anonymized and incorporated into Aggregated Data or utilized to create Derived Data or to train machine learning models, such data becomes an inseparable component of Agreena’s proprietary dataset and Agreena’s Intellectual Property Rights. To the maximum extent permitted by law, the Entity hereby waives any right, whether during the term of this Agreement or following its termination, to require the decoupling, extraction, or deletion of User Data once it has been integrated into such pools or used to generate Derived Data or Aggregated Data. This license and the associated waiver shall expressly survive the termination of this Agreement and the closure of the Entity’s account on the Platform.

8.2. The processing of Personal Data is strictly governed by the Applicable Data Protection Laws and the Agreena Privacy Policy (supplemented by the Data Processing Addendum in Annex A). In the event of a conflict between this Agreement and the Applicable Data Protection Laws regarding the protection of natural persons, the requirements of the Applicable Data Protection Laws shall take precedence.

8.3. All commercial exploitation and third-party licensing of Personal Data under this Section 8 shall be conducted strictly on an anonymized and/or aggregated basis, ensuring that neither the Entity nor any User, specific land parcel, or natural person can be identified without separate, express written consent. The processing of any Personal Data remains strictly governed by the Applicable Data Protection Laws and the Data Processing Addendum (Annex A), which shall take legal precedence over this Section 8 in the event of a conflict regarding data protection of Personal Data.

8.4. The Entity acknowledges that Agreena’s business model involves the creation of Derived Data and Aggregated Data for use by, and licensing to, third-party clients, including financial institutions and supply chain partners. The Entity agrees that the removal or withdrawal of its data from these integrated datasets following its initial aggregation would cause irreparable harm to Agreena’s commercial commitments and the integrity of its historical benchmarks. To the maximum extent permitted by Danish law, the Entity hereby waives any right to seek injunctive relief, specific performance, or other equitable remedies that would require Agreena to decouple, delete, or cease the use of the Entity’s User Data once it has been integrated into Aggregated Data or utilized to generate Derived Data. In the event of a dispute, the Entity’s sole and exclusive remedy shall be limited to monetary damages as defined in Section 10.

9. AVAILABILITY AND SECURITY

9.1. Agreena shall exert commercially reasonable efforts to ensure the continuous availability and operational stability of the Platform. However, the Entity acknowledges that the Platform may, from time to time, be subject to temporary unavailability or restricted access due to: (i) scheduled maintenance or security updates; (ii) unforeseen technical exigencies; or (iii) capacity limitations. Agreena provides no guarantee of uninterrupted or error-free access.

9.2. Agreena maintains and implements rigorous technical and organizational measures designed to ensure a level of security appropriate to the risks associated with the processing of agricultural data. While Agreena employs industry-standard protocols to safeguard the integrity of the Platform, the Entity acknowledges that no digital system is entirely immune to security breaches and that Agreena assumes no liability whatsoever for, and cannot guarantee, the security of data stored therein.

9.3. The Entity assumes full responsibility and liability for maintaining strict confidentiality of its account credentials and for implementing internal protocols to prevent unauthorized access. The Entity shall immediately notify Agreena of any suspected or actual breach of account security.

10. COMPREHENSIVE DISCLAIMERS AND LIMITATION OF LIABILITY

10.1. The Entity expressly acknowledges that the Platform and all associated services are provided by Agreena free of charge. Consequently, to the maximum extent permitted by applicable law, Agreena provides the Platform on an "AS IS" and "AS AVAILABLE" basis. Agreena hereby disclaims all liability, warranties and conditions, whether express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement.

10.2. Agreena assumes no liability for, and makes no express or implied warranty that: (i) the use of the Platform will be uninterrupted, error-free, or free of viruses, malware, or other program limitations; (ii) Agreena will review User Data for accuracy, completeness, or integrity; or (iii) Agreena will maintain User Data or other stored information without loss or corruption. The Entity acknowledges that Agreena is not liable for delays, failures, or performance issues inherent in the use of the internet, satellite systems, electronic communications, or other digital infrastructure outside of Agreena’s direct control.

10.3. Agreena shall not be liable in any manner for the output obtained through the use of the Platform or for the Entity’s reliance on such output. All forms, policies, agronomic insights, or other materials provided through the Solution are intended for informational purposes only and must not be relied upon as legal, financial, or professional agronomic advice. The Entity is strongly encouraged to consult its own legal counsel and professional advisors regarding the use of such materials.

10.4. The Entity assumes sole and absolute responsibility for the supervision, management, and control of its use of the Platform. This includes, without limitation: (i) the determination of appropriate uses for the Platform; (ii) the selection of specific features to achieve intended results; and (iii) the establishment of independent procedures for testing and verifying the reliability and accuracy of any generated output prior to implementation.

10.5. To the maximum extent permitted under the substantive laws of Denmark, Agreena, its Affiliates, and its licensors shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, loss of anticipated savings, crop failure, or loss of data, even if Agreena has been advised of the possibility of such damages. In no event shall Agreena’s total aggregate liability arising out of or related to this Agreement exceed the greater of: (i) DKK 25,000; or (ii) the total fees paid by the Entity to Agreena in the twelve (12) months immediately preceding the event giving rise to the claim.

10.6. Nothing in this Agreement shall operate to limit or exclude Agreena’s liability for death, personal injury, or damages caused by Agreena’s gross negligence or willful misconduct, nor for any other liability that cannot be excluded or limited under mandatory Danish law or Article 13 of the EU Data Act.

10.7. The Entity agrees to indemnify, defend, and hold harmless Agreena and its Affiliates and their respective officers, directors, and employees from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) without limitation arising out of or in connection with: (i) the Entity’s breach of any representation or warranty in this Agreement; (ii) the Entity’s breach of any third party’s rights and/or Intellectual Property Rights; (iii) the Entity’s unauthorized or unlawful use of the Platform; or (iv) the provision of false, inaccurate, or misleading information by the Entity or its Users.

11. TERM AND TERMINATION

11.1. This Agreement shall commence upon the Entity's acceptance and shall remain in full force and effect until terminated by either party. The terms of this Agreement shall apply to User Data shared or uploaded by the Entity to the Platform before, on, or after the effective date of the Agreement. Either party may terminate this Agreement at any time, with or without cause, upon providing written notice to the other party via the Platform’s designated communication channels.

11.2. Upon the effective date of termination: (i) the Entity’s right to access and utilize the Platform shall immediately cease; and (ii) Agreena shall be entitled to disable the Entity's account credentials. Termination shall not affect any rights, remedies, or obligations that have accrued to the parties prior to the date of termination.

11.3. Notwithstanding termination, those provisions which by their nature are intended to survive shall remain in effect, including but not limited to Section 6 (Intellectual Property Rights, Limited License, and Open Source), Section 8 (Agreena’s License, Data Usage and Commercialization), Section 10 (Comprehensive Disclaimers and Limitation of Liability), and Section 12 (Governing Law and Dispute Resolution).

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. This Agreement, including all matters relating to its validity, construction, and performance, shall be governed by and construed in accordance with the substantive laws of Denmark, without regard to its conflict of law principles.

12.2. In the event of any dispute, claim, or controversy arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiations before initiating formal legal proceedings.

12.3. Any dispute that cannot be resolved through negotiation shall be finally and exclusively settled by binding arbitration administered by the Danish Institute of Arbitration in accordance with its simplified rules of procedure. The arbitral tribunal shall consist of one (1) arbitrator appointed in accordance with said rules. The seat of arbitration shall be Copenhagen, Denmark, and the language of the proceedings shall be English. The arbitral award shall be final and binding upon both parties and shall be absolutely confidential.

ANNEX A: DATA PROCESSING ADDENDUM

This Annex A: Data Processing Addendum ("DPA") is formalized to meet the highest standards of regulatory compliance under the GDPR and Danish Data Protection law. It constitutes a legally binding extension of the Agreement, specifically governing the processing of Personal Data by Agreena as a service provider to the Entity.

1. DEFINITIONS AND SCOPE OF PROCESSING

1.1. Definitions. For the purposes of this DPA, terms such as "Data Subject," "Processing," "Controller," and "Processor" shall be interpreted in accordance with the EU GDPR, the UK GDPR, or Law of the Republic of Kazakhstan No. 94-V "On Personal Data and Their Protection" (as amended) ("KZ Data Law"), as required by the location of the Data Subject or applicable jurisdiction. Where processing falls under KZ Data Law:

(a) "Controller" shall encompass "Owner" (Собственник) or "Operator" (Оператор);

(b) "Processor" shall encompass any third party processing data on behalf of an Operator; and

1.2. Subject Matter. The subject matter of the Processing consists of the Personal Data provided by the Entity or its Users during the utilization of the Platform, including but not limited to names, contact information, and farm-specific identifiers linked to natural persons.

1.3. Duration. The Processing shall persist for the duration of the Agreement and until all Personal Data is either deleted or returned to the Entity in accordance with Section 8 of this Annex.

2. DESIGNATION OF ROLES

2.1 Controller and Processor. The parties acknowledge and agree that, with respect to the Processing of Personal Data, the Entity acts as the Data Controller and Agreena acts as the Data Processor.

2.2 Ownership of Data. Notwithstanding Agreena’s role as Processor, the Entity retains all proprietary rights and title to the raw User Data, including any Personal Data contained therein.

3. OBLIGATIONS OF THE PROCESSOR

3.1 Compliance with Instructions. Agreena shall process Personal Data strictly in accordance with the documented instructions of the Entity, as set forth in the Agreement and this DPA, unless otherwise required by Union, Member State law, or KZ Data Law.

3.2 Confidentiality Covenants. Agreena warrants that all personnel authorized to process Personal Data have committed themselves to strict confidentiality obligations or are under an appropriate statutory obligation of confidentiality.

3.3 Regulatory Cooperation. Agreena shall assist the Entity in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the Processing and the information available to Agreena.

3.4. INTERNATIONAL DATA TRANSFERS

a. Transfers from the EEA: Where Personal Data is transferred from the European Economic Area (EEA) to a third country not recognized as providing an adequate level of protection, such transfer shall be governed by the EU Standard Contractual Clauses (SCCs). b. Transfers from the UK: Where Personal Data is subject to the UK GDPR and is transferred to a third country, the parties shall implement the International Data Transfer Addendum (IDTA) or the UK Addendum to the EU SCCs, as issued by the Information Commissioner’s Office (ICO). c. Transfers from Kazakhstan. the Parties acknowledge that the Entity acts as the primary collector, Owner, and/or Operator of Personal Data collected from Data Subjects in Kazakhstan. To the maximum extent permitted under Law of the Republic of Kazakhstan No. 94-V "On Personal Data and Their Protection" ("KZ Data Law"), the Entity hereby explicitly agrees to export and transfer such Personal Data to Agreena in Denmark (and its Affiliates/sub-processors in the EU). The Entity represents, warrants, and covenants that, prior to transferring any Personal Data outside the Republic of Kazakhstan to Agreena, the Entity has obtained the explicit, verifiable written or electronic consent of each Data Subject (including its employees, representatives, and farm personnel) authorizing the cross-border transfer, disclosure, and processing of their Personal Data to and by Agreena in Denmark and the European Union pursuant to Article 16 of KZ Data Law.

3.5. DATA COLLECTION IN KAZAKHSTAN (IF APPLICABLE)

3.5.1. In accordance with Article 12 of KZ Data Law, the Entity, as the primary collector, warrants that it collects, records, and maintains the primary database of Personal Data within physical servers or cloud infrastructure located inside the territory of the Republic of Kazakhstan. The Entity confirms that any transmission of Personal Data to Agreena’s Platform, cloud infrastructure, or databases in Denmark or the European Union constitutes a secondary replication, export, and cross-border transfer of localized data, carried out under the explicit Data Subject consents secured by the Entity under Section 3.4.

3.5.2. The Entity shall maintain complete, audit-ready records of all Data Subject consents required under KZ Data Law and shall promptly provide copy or proof of such consents to Agreena or competent Kazakh regulatory authorities upon request. The Entity assumes sole and exclusive responsibility for making any required registrations, database notifications, or filings with the Ministry of Digital Development, Innovations and Aerospace Industry of the Republic of Kazakhstan (MCRIAP) or any other competent state authority as required for its data collection and export activities under KZ Data Law.

4. TECHNICAL AND ORGANIZATIONAL MEASURES

4.1 Security Standards. Agreena shall implement and maintain rigorous technical and organizational measures designed to ensure a level of security appropriate to the risk, including protections against unauthorized or unlawful Processing and against accidental loss, destruction, or damage. 4.2 Credential Integrity. Agreena maintains protocols to safeguard login credentials; however, the Entity remains responsible for the secure management of account access by its Users.

5. SUB-PROCESSING PROTOCOLS

5.1. General Authorization. The Entity hereby grants Agreena a general written authorization to engage third-party sub-processors to facilitate the provision of the Platform (e.g., cloud hosting and analytics providers).

5.2. Liability for Sub-processors. Agreena shall ensure that all sub-processors are bound by data protection obligations that are no less restrictive than those set forth in this DPA. Agreena remains fully liable to the Entity for the performance of the sub-processor’s obligations.

6. DATA SUBJECT RIGHTS AND PORTABILITY

6.1 Assistance with Requests. Taking into account the nature of the Processing, Agreena shall assist the Entity by appropriate technical and organizational measures, insofar as possible, for the fulfillment of the Entity’s obligation to respond to requests for exercising the Data Subject's rights.

6.2. Statutory Portability and Data Act Rights. Agreena shall facilitate the Entity’s right to port raw User Data in a structured, commonly used, and machine-readable format. This assistance is provided to ensure the Entity meets its portability obligations under both the EU Data Act and the respective "Right to Data Portability" provisions of the EU GDPR and UK GDPR.

7. ANONYMIZATION AND AGGREGATION

7.1 Right to Anonymize. The Entity acknowledges that Agreena may process Personal Data to create Aggregated and Anonymized Data.

7.2 Irrevocable License to Anonymized Outputs. Once Personal Data has been fully anonymized such that it no longer identifies a natural person, it shall cease to be Personal Data under this DPA and shall be subject to the irrevocable commercial license granted in Section 8 of the Agreement.

8. DELETION AND RETURN OF DATA

8.1 Post-Termination Obligations. Upon the termination of the Agreement, Agreena shall, at the choice of the Entity, delete or return all Personal Data to the Entity and delete existing copies, unless applicable law requires continued storage of the Personal Data.