Definitions

• “Platform” means the digital infrastructure provided by Biosecurity Agriculture to facilitate communication and management tasks between Veterinarians and Producers.

• “User” means any individual or entity using the Platform, including both Veterinarians and Producers.

• “Producer” means farm owners or farm managers who utilize the Platform to manage biosecurity measures and communicate with Veterinarians.

• “Veterinarian” means a licensed animal health professional who is engaged by Producers via the Platform to provide various veterinary services.

• “Unit Administrator” means an individual designated by the Producer to manage one or more Units within a farm and responsible for communications with Veterinarians through the Platform.

• “Unit” means a distinct section of a farm as defined and registered by a Producer within the Platform.

• “Personnel” means any individuals associated with Users of the Platform, encompassing management, Unit Administrators, employees, and contractors.

Our Services

Biosecurity Agriculture provides a comprehensive Platform designed to facilitate connections between Producers and Veterinarians in the biosecurity sector. Our primary service is to enable seamless communication and collaboration among these stakeholders, helping them address their biosecurity needs. Our role is strictly limited to providing the technological infrastructure and tools necessary for these interactions. We do not offer veterinary, biosecurity services or other related services directly. Instead, we empower Users to connect with each other and leverage their expertise to solve biosecurity challenges. Additionally, we provide resources and support to ensure that Users can make the most of their interactions on our Platform, including courses, user guides, and best practice tips. Our commitment is to foster a collaborative and supportive environment where biosecurity concerns can be addressed efficiently and effectively.

Accounts and Registration

To access and use our Platform, you are required to register an account with us (“User Account”). The Company reserves the sole and absolute discretion to approve or reject any User Account registration. The Company retains the right to refuse any registration for any lawful reason, including but not limited to considerations of supply and demand, data maintenance costs, or other business factors. You agree not to provide false or misleading information regarding your identity, and you further agree to rectify any such information that is or becomes false or misleading. The Company reserves the right to suspend or terminate any User Account, or restrict access to the Platform, in the event that a User provides false, inaccurate, or incomplete information while creating or maintaining a User Account. You agree that the Company may take steps to verify the accuracy of the information you have provided to us, including requesting your diplomas, licenses and other formal documents relating to your business. Biosecurity Agriculture provides multiple categories of User Accounts designed to cater to the unique requirements and roles of our stakeholders on the Platform. Each category of User Account offers tailored functionalities and privileges. Further, each User Account is authorized to designate multiple representatives from their respective organization to manage their User Accounts. Each User Account type is crafted to ensure that stakeholders are equipped with the necessary tools and access to effectively contribute to and benefit from the Platform’s biosecurity initiatives. The available categories of User Accounts include:

• 1. Producer Account: This category is designated for Producers. Users holding a Producer Account may engage with Veterinarians, utilize biosecurity resources, take specialized courses of biosecurity and obtain specialized guidance to meet their biosecurity needs. Producer Accounts may also establish subordinate Unit Administrator accounts or employee accounts, facilitating enhanced administrative capabilities and delegation within their organizations.

• 2. Veterinarian Account: This category is designated for licensed veterinary professionals and veterinary clinics that offer veterinary services and consultations. Holders of Veterinarian Accounts are enabled to conduct telemedicine consultations, issue prescriptions, and advise on biosecurity practices. Veterinarian Accounts may also create additional accounts for their employees, thereby extending operational functionalities to other members within the veterinary practice.

Security of User Account

When you create a User Account on the Platform, you are responsible for its security and all activities that occur under it. You must immediately notify us of any unauthorized uses of your information or your User Account, or any other security breaches within 72 hours. We are not responsible or liable for your actions or omissions, nor for any damages incurred as a result.

License

The Company grants to the User a non-exclusive, non-transferable (except as otherwise permitted under these Terms), personal, revocable, license to access and use the Services and the Platform in accordance with the terms set forth in these Terms (“License”).

License Restrictions

The User may only access and use the Platform in accordance with the License as well as subject to terms as set forth in these Terms. The User agrees and acknowledges that it must not and will not permit any person to: a) resell, assign, transfer, distribute or provide others with access to the Platform, other than their Personnel; b) “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network; c) copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Platform; d) engage in the development, marketing, or sale of any product, directly or indirectly, that competes with the Platform (including without limitation, the business model, software features, look&feel of the Platform) in Canada or elsewhere, or e) alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Platform. The User is responsible for their use of the Platform and must ensure they do not use the Platform: a) to break any law or infringe any person’s rights including but not limited to intellectual property rights, b) to transmit, publish or communicate content that is defamatory, offensive, abusive, or menacing, or c) in any way that damages, interferes with or interrupts the supply of the Platform.

Fees and Payments

Each Producer registered on the Platform shall incur a fee of CAD 100 per unit per month, exclusive of any applicable taxes (“Fee”). The Fee is payable at the conclusion of each month of service and is due irrespective of the usage frequency or volume within that month. Payment of the Fee shall be facilitated through the Platform using an approved third-party payment processor. Alternatively, Producers may opt to pay the Fee via wire transfer subsequent to the issuance of an invoice by the Company. In the event a Producer elects to discontinue the use of the Platform at any point during a service month, the Fee for that month will be calculated on a pro-rata basis, determined by the number of days the Producer was registered on the Platform within that month.

Disclaimer of Warranties

The Company provides the Platform on an “as-is” and “as-available” basis, with no warranties of any kind, either express or implied. The Company disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The User acknowledges that the Platform may not meet the User’s requirements or expectations and the Company makes no warranty that the Platform will be available uninterrupted or error-free.

Limitation of Liability

In no event shall the Company be liable to the User for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use of the Platform, including, but not limited to, loss of profits, loss of data, business interruption, or any other commercial damages or losses, even if the Company has been advised of the possibility of such damages. The Company's total liability to the User for any damages, losses, or causes of action (whether in contract, tort, including negligence, or otherwise) shall not exceed the amount paid by the User, if any, for accessing or using the Platform during the three (3) months immediately preceding the event giving rise to such liability. This limitation of liability is intended to apply to the fullest extent permitted by law.

Indemnification

The User agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the User's use of the Platform; (ii) any breach of these Terms or applicable law by the User; or (iii) any infringement of third-party rights by the User.

Intellectual Property Rights

All materials that are part of the Platform are owned, controlled, or licensed by BiosecurityAG Inc, unless otherwise is expressly provided in writing. The entire contents of the Platform (including, but not limited to, all visual content, audio visual content, text), and the arrangement, sequence, structure, and organization of the Platform, are protected under the applicable Intellectual Property rights in Canada elsewhere.

User Content

You represent and warrant that you are the sole author of, or otherwise are in control of all of the rights of User Content (any data, information, or material submitted, uploaded, or transmitted by you to the Platform, including but not limited to text, images, and other audio or visual files) you share on the Platform or have been given explicit permission from the rights holder to submit User Content. You also represent and warrant that User Content was not copied from or based in whole or in part on any other content, work, or website, and our use of User Content, and of third-party users will not violate or infringe any rights of yours or any third party. By submitting any User Content to the Platform, you hereby irrevocably grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license and right to internally use and store User Content and all Intellectual Property Rights therein in any media existing now or in the future.

Feedback

If you provide any essays, works of authorship, or other submissions (collectively, “Feedback”) related to your use of the Platform, you agree that the Company may use, modify, and act on such Feedback worldwide without owing you royalties or other compensations. This includes the right to reproduce, distribute, and display the Feedback, and to create new materials from it. You confirm that your Feedback is original, that you have all necessary rights to it, and that it does not infringe on any third party's rights, including intellectual property, policy, or publicity rights. These rights remain in effect even after your User Account or use of the Platform ends.

Relationship of the Parties

These Terms do not create any partnership, joint venture, agency, or employment relationship between the Company and Users. The parties are independent contractors, and neither has the authority to bind the other or act on its behalf, except as expressly stated. Each party is responsible for its own expenses and compliance with applicable laws, including tax obligations. This Agreement does not create an exclusive relationship, and both parties remain free to engage in other business activities.

Termination

Users may discontinue their engagement with the Platform at any time by submitting a termination request via email to admin@biosecurity.ag. Upon such termination, Users shall forfeit access to their User Accounts and all associated services provided by Agriculture Biosecurity. All outstanding balances, including any pro-rated Fees, must be fully settled prior to the effective termination of the User Account. Agriculture Biosecurity retains the authority to terminate a User’s engagement with the Platform at its sole discretion. Grounds for such termination include, but are not limited to, violation of any Terms, participation in activities detrimental to the Platform or other Users, or failure to fulfill financial obligations. Affected Users will be notified of their termination through email, and their access to the Platform and all related services will cease immediately upon notification.

Governing Law and Jurisdiction

These Terms and all aspects of the Platform will be governed by and construed in accordance with the laws of Ontario, and the federal laws of Canada. In the event of a dispute, controversy, claim or difference (collectively “dispute”) arising out of or in connection with your use of the Platform, a party must not commence court proceedings relating to any dispute arising from, or in connection with these Terms without first complying the following terms.

• Negotiation: In the event of a dispute, the party claiming the dispute must give written notice to the other party (or parties) to the dispute setting out the details of the dispute and proposing a resolution (“Dispute Notice”). Upon receiving the Dispute Notice, the parties will have 4 weeks to meet, via face-to-face, where possible, or virtually, using electronic telecommunication tools to resolve the dispute in good faith. Nothing herein shall preclude any party from seeking injunctive relief in the event that the party perceives that without such injunctive relief, serious harm may be done to the party.

• Arbitration: Subject to the negotiation provisions set out above, if any dispute or controversy occurs between the parties relating to the interpretation or implementation of any of the provisions of These Terms, the dispute will be resolved by arbitration at the Canadian Arbitration Association pursuant to the general Canadian Arbitration Association Rules for Arbitration. Any Party may serve notice of its desire to refer a dispute to arbitration. The arbitration shall be conducted by a single arbitrator. The arbitration shall be held in Toronto, Ontario. The arbitration shall proceed in accordance with the provisions of the Ontario Arbitration Act of 1991. The decision arrived at by the arbitrator(s) shall be final and binding and no appeal shall lie therefrom. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the parties.

Miscellaneous

• Third-Party Links. The Platform may include links to third-party websites not owned or controlled by the Company. We are not responsible for the content, policy practices, or information on these sites. You acknowledge that the Company is not liable for any damages or losses resulting from your use of or reliance on these third-party websites. We recommend reviewing their terms, policy policies, and cookie policies before use.

• Entire Agreement. These Terms, together with the other agreements and policies referenced herein, is the only agreement between you and us regarding the use of the Platform and supersedes all prior agreements for the Platform and supersedes any prior agreements between us for actions occurring after the effective date of These Terms.

• Modifications & Waiver. We reserve the right to change, modify, add to, supplement or delete any of the terms of These Terms (including other agreements and policies referenced herein) at any time, at our sole discretion. The Company will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms on the Platform and providing notice on the Platform or by email. If the Substantial Change includes an increase to fees charged by the Company, the Company will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in fees, any temporary or promotional fee change, or changes that do not constitute a Substantial Change. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of These Terms.

• Severability. The provisions of These Terms are independent and severable from each other. If at any time any provision of These Terms is or becomes illegal or unenforceable in any respect under the law of any jurisdiction, this does not affect or impair: a) the legality, validity, or enforceability in that jurisdiction of any other provision of These Terms; nor b) the legality, validity, or enforceability under the law of any other jurisdiction of that or any other provision of These Terms.

• Assignment. The User may not assign, subcontract or otherwise delegate their obligations under These Terms without the Company’s prior written consent. Subject to the foregoing, These Terms will be binding upon and inure to the benefit of the Company and their respective heirs, legal representatives, successors and assigns.