Terms & Conditions for Fermentrics & Orugen Service

This page sets out the terms and conditions on which we, Fermentrics Technologies Inc., provide our Orugen Service (as defined below).

Please read these terms and conditions carefully before signing up for the Orugen Service. By registering on the Orugen site, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference. Please understand that if you do not accept these terms and conditions, you are not entitled to use our Service.

1. Definitions

1.1 In these Conditions (unless the context otherwise requires):

Fermentrics means Fermentrics Technologies Inc. (961 Campbell Drive, Arnprior, Ontario, Canada);

Agreement means the agreement between the User and Fermentrics for the provision of the Orugen Service;

Fermentrics Website means www.fermentrics.com

Orugen Service means the microsite available via the Fermentrics website and located at www.orugen.com

Orugen Online Results means the results generated using Orugen, as described in Condition 3.1 below;

Orugen means the online service for assessment of feed quality described in Condition 3 below and available on the Orugen Microsite;

Conditions means these terms and conditions;

NIR means Near Infra-Red Reflectance;

NIR Calibrations means the NIR calibrations developed by Fermentrics and/or its licensors;

Samples means the physical samples including feed & feed ingredients;

Unique Account means the personal account that a User shall be required to set up in order to use the Orugen, as further described in Condition 4 below;

User means any user of the Orugen, which may be an individual or company, as applicable;

You means the User or any individual or company wishing to register to use the Orugen (and Your shall take its meaning accordingly).

2. Formation of Agreement

2.1 Fermentrics provides the Orugen subject to these Conditions which shall govern and be deemed to be incorporated into the Agreement between Fermentrics and the User to the exclusion of all other terms and conditions. Any other terms and conditions referred to in any letter, form of agreement or other communication sent by the User to Fermentrics shall not be binding on Fermentrics. The acceptance or use of the Orugen Service by the User shall indicate unqualified acceptance of these Conditions and the User’s agreement to be bound by these Conditions.

2.2 No variation, amendment or waiver of these Conditions shall be valid unless expressly accepted in writing by a director of Fermentrics.

2.3 Fermentrics reserves the right to amend these Conditions at any time by amending this page. Users are expected to check this page from time to time to take notice of any changes made. Any changes are binding on Users.

3. Orugen

3.1 The Feed Quality Service consists of an on-line facility made available by Fermentrics to provide Users with predicted nutrient parameter measures in respect of uploaded NIR spectra (the “Orugen Results”), such results being generated using the NIR Calibrations. All NIR Calibrations (Software Models) are the property of Fermentrics Technologies Inc. unless otherwise agreed upon.

3.2 Fermentrics shall use its reasonable endeavors to respond to all enquiries surrounding the Feed Quality Service but has the right to refuse provision of the Feed Quality Service to a User at any time without cause.

3.3 Users shall be responsible for (i) running NIR analysis on their Samples, thereby generating NIR spectra and (ii) uploading the NIR spectra they have generated onto the Orugen Microsite through their Unique Account or via API. Orugen Online Results will be generated and will be sent back to the User within a reasonable period of the time of upload.

3.4 If a Sample or the NIR spectra in respect of any Sample does not fit within the NIR Calibrations, the relevant User will be notified and may be asked to send the Sample to Fermentrics for analysis. Fermentrics will investigate the results of the analysis in conjunction with the NIR spectra uploaded. Fermentrics will report back the findings to the User.

3.5 In order to validate the results of the Orugen Service, Fermentrics will randomly check certain samples. In the event Fermentrics notifies the User that a Sample is required for analysis, that User shall be responsible for sending the Fermentrics.

4. On-line Accounts and Access to and Use of the Orugen Microsite

4.1 You may request to sign up to use the Orugen Service on the Orugen Microsite by creating a user name and password, in which case (and provided your request has been approved by a duly authorized representative of Fermentrics), the requested credentials can be used to access Your Unique Account and You can start using the Feed Quality Service. The User is responsible for maintaining the confidentiality of their account and password and changing if appropriate.

4.2 Access to the Fermentrics Website is permitted on a temporary basis, and Fermentrics reserves the right to withdraw or amend the Feed Quality Service at any time without notice. Fermentrics will not be liable if for any reason the Fermentrics Website or the Orugen Service is unavailable at any time or for any period and does not warrant that the operation of the Fermentrics Website will be uninterrupted or error free. From time to time, Fermentrics may restrict access to some parts of the Fermentrics Website, or the entire Fermentrics Website, to Users.

4.3 Fermentrics has the right to terminate a User’s Unique Account at any time without cause.

4.4 Commentary and other materials posted on the Orugen Microsite are not intended to amount to advice on which reliance should be placed. Fermentrics therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any User or by anyone who may be informed of any of its contents.

4.5 Users must not misuse the Orugen Microsite by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Users must not attempt to gain unauthorized access to the Orugen Microsite, the server on which the Orugen Microsite is stored or any server, computer or database connected to the Orugen Microsite.

4.6 If a User would like their consultant to have access to the Orugen Online Results, the User should notify Fermentrics of this and provide Fermentrics with the consultant’s email address. Fermentrics will then provide the consultant with a username and password that will allow them to access the User’s Unique Account. Users will be responsible for:

(a) informing the relevant consultant that their details will be sent to Fermentrics in order to facilitate their access to the User’s Unique Account ;

(b) ensuring that the details supplied to Fermentrics in relation to the relevant consultant are accurate; and

(c) notifying Fermentrics without delay using the information on the Contact section of the Fermentrics Website if they want the relevant consultant’s access to their Unique Account to be terminated.

Fermentrics shall not be responsible for a consultant retaining access to a User’s Unique Account if the User has not informed Fermentrics that it wants the consultant’s access to be terminated. The User is aware and accepts that upon receiving notice that the User wants the consultant’s access to be terminated, Fermentrics shall have five working days in which to implement such request.

5. Service Standards

5.1 Fermentrics shall provide the Orugen Service with all reasonable care and skill and in accordance with good industry practice.

5.2 The User accepts that the Orugen Online Results are confined to the actual Samples analyzed and that Fermentrics does not give any assurances that the bulk from which those Samples were taken would yield the same results if analyzed or be of the same quality or composition.

5.3 Each party shall comply with all legislation, statutes, regulations and other enactments having the force of law from time to time that are applicable to it in respect of the provision and procurement of the Orugen Service.

5.4 Fermentrics reserves the right to withhold any information resulting from calculations based on a User’s NIR spectra.

6. Samples

6.1 Unless Fermentrics otherwise agrees, a User who has been prompted to send their Sample to Fermentrics for the purpose of analysis shall be responsible for arranging the delivery of Samples to Fermentrics. The User shall bear the risk of loss, damage to or deterioration of Samples whilst in transit. The User is responsible for any costs incurred in connection with the delivery of Samples to Fermentrics.

6.2 If Fermentrics agrees to arrange the collection or delivery of Samples in doing so it is acting as the agent of the User.

6.3 The User warrants and undertakes that, as regards any Samples that Fermentrics agrees to handle in accordance with Condition 6.2 above:

a. it is the owner of all such Samples or where it is not the owner it has the consent of the owner for Fermentrics to handle the Samples; and

b. the Samples are safe for handling and are not of a nature that is likely to cause injury or harm to persons handling them or damage to the equipment or vehicles used to handle them.

6.4 The User shall ensure that all Samples to be handled by Fermentrics in accordance with Condition 6.2 above are supplied in appropriate packaging and that this packaging and the Samples contained in it are labelled with and accompanied by appropriate safety labelling and handling precautions and the correct address label.

6.5 In any event, the User shall, without prejudice to its other obligations, inform Fermentrics in writing before dispatching Samples to Fermentrics of any special precautions to be taken by Fermentrics in the handling or care of the Samples and any suspected health and safety risks associated with such Samples. Fermentrics reserves the right to refuse to provide the Orugen Service, without liability to the User, in relation to any Samples which Fermentrics reasonably considers may pose a threat to the health and safety of Fermentrics staff. In these circumstances, the User shall not dispatch the Samples before Fermentrics has given consent.

6.6 In sending Samples to Fermentrics for analysis the User is thereby licensing Fermentrics to handle, process and deal with such Samples and to carry out the analysis on them as it thinks fit in its absolute discretion.

6.7 When Fermentrics has completed its analysis on Samples it is free to dispose of them as it chooses unless notified by the User within 5 days from receipt of the results that it would like the Sample retained for collection.

7. Liability

7.1 If the User believes that Fermentrics has provided the Orugen Service in a defective manner it will immediately inform Fermentrics explaining why it considers the Service to be defective, and if Fermentrics considers the User’s concerns to be legitimate, it will investigate, and may at its discretion repeat the relevant analyses to ascertain whether the Orugen Service is defective.

7.2 Except as set out in these Conditions, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) are hereby expressly excluded to the fullest extent permitted by law. In particular, but without prejudice to the above, Fermentrics expressly does not warrant that the Orugen Online Results shall be completely accurate or reliable and Fermentrics takes no responsibility whatsoever for the way in which the User uses the Orugen Online Results nor the consequences of the User’s use of or reliance on any of the Orugen Online Results, that being entirely a matter for the User and not something that Fermentrics has influence over or, in many cases, awareness of. The Orugen Online Results are not intended to be relied upon in isolation when the User is making any decision relating to its policies or practices and are intended to be used as one of a number of considerations in relation to which the User will make such decisions. The User accepts that all use of and reliance on any Orugen Online Results shall be at the User’s sole risk and that Fermentrics shall not be liable, whether in contract, tort or otherwise, for the consequences of the User’s use of or reliance on any Orugen Online Results.

7.3 To the extent permitted by law, Fermentrics hereby expressly excludes:

a. liability for any indirect or consequential loss or damage incurred by any User in connection with (i) the Orugen Microsite; (ii) the use or inability to use the Feed

Quality Service; or (iii) the Orugen Online Results; and

b. any of the following types of losses incurred by any User in connection with (i)

the Orugen Microsite; (ii) the use or inability to use the Orugen Service; or (iii)

the Orugen Online Results (whether direct, indirect or consequential):

▪ loss of income or revenue;

▪ loss of business;

▪ loss of profits or contracts;

▪ loss of anticipated savings;

▪ loss of data;

▪ loss of goodwill;

▪ wasted management or office time; and

whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this Condition shall not prevent claims for loss of or damage to the User’s tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above in respect of which Fermentrics’s liability shall be limited to the total amount payable by the User to Fermentrics under this Agreement in the calendar month in which the occurrence of the event giving rise to the claim arose.

7.4 Condition 7.3 does not affect Fermentrics’s liability for death or personal injury arising from Fermentrics’s negligence, nor Fermentrics’s liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

7.5 Fermentrics shall not be liable for any failure to provide the Orugen Service or make the Orugen Microsite available as a result of circumstances beyond its reasonable control (including, without limitation, the amendment or coming into force of any legal provision adversely affecting Fermentrics in relation to the performance of the Orugen Service, including any Economic Sanctions Law).

8. Intellectual Property

8.1 All material published on the Orugen Microsite (including all copyright, trademarks, database rights and other intellectual property rights contained therein) and all information calculated or generated from uploaded spectra or information taken from that spectra in the process of providing the Orugen Service (including, without limitation, all Orugen Online Results), is the property of Fermentrics. Fermentrics agrees not to identify the source of any uploaded spectra to any third party outside Fermentrics. Fermentrics grants Users a non-exclusive license to use Orugen Online Results for their internal purposes.

9. Cost of Service

9.1 Fermentrics offers the Orugen Online Service to Users at its discretion and where offered, the cost of the Orugen Online Service is covered by Fermentrics with no additional cost to the User. Fermentrics will inform Users of the scope of what is included in their subscription to the Orugen Online Service (in terms of number of Samples, duration of subscription or otherwise).

10. Ethical Trading, Anti-Bribery and Sanctions Compliance

10.1 In accordance with Fermentrics’s commitment to sustainable and ethical business practices the User warrants and represents that in connection with any matter arising under or pursuant to the Agreement it shall (i) protect its workers' rights, including by ensuring: safe and hygienic working conditions, freedom of association, living wages are paid, working hours are not excessive, no discrimination is practiced, no harsh or inhumane treatment is allowed and no child labor is used; (ii) ensure environmental management programmes are in place (iii) (without prejudice to Condition 10.2) not offer, promise, give or receive any improper financial payment and/or other improper advantage to or from any person, customer or supplier; and (iv) not make or offer, directly or indirectly, any payment, gift or other advantage to a public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business

10.2 In addition, the User:

(a) shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (all of the aforesaid being “Relevant Requirements”);

(b) shall have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;

(c) shall on request by Fermentrics certify to Fermentrics in writing signed by an officer of the User, compliance with this Condition 10.2 by the User and all persons associated with it. The User shall provide such supporting evidence of compliance as the Company may reasonably request;

(d) warrants that neither it nor, to its knowledge, its officers, employees, nor any person involved by or for it in the performance of the Agreement, is a Sanctioned Person; and

(e) shall comply with Economic Sanctions Law in all respects related to the performance of this Contract and shall not have any dealings or transactions with any Sanctioned Person (including in respect of any further performance of the services under this Agreement) if such dealings or transactions would cause Fermentrics to be in violation, or to be subject to a risk of punitive measures being imposed pursuant to, any

Economic Sanctions Law.

10.3 For the purposes of this Agreement, “Sanctioned Person” means any person, organisation or vessel

(i) designated on the United Nations Consolidated Lists, the Consolidated List of Financial Sanctions Targets maintained by the UK HM Treasury, the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, [the US Government's Denied Persons List, Entities List, Debarred Parties List and Terrorism Exclusion List] or an any list of targeted persons issued under the Economic Sanctions Law of any other country

(including the European Union);

(ii) that is, or is part of, a government of a Sanctioned Territory;

(iii) owned or controlled, directly or indirectly, by, or acting on behalf of, any of

the foregoing; or

(iv) incorporated within, located within or operating from a Sanctioned Territory and subject to any Economic Sanctions Law; or

(v) otherwise targeted under any Economic Sanctions Law. “Economic Sanctions Law” means any laws, regulations, or other binding measures of the European Union, any EU member state, the United Nations, the United States of America or any other jurisdiction applicable to the Parties which relates to economic or trade sanctions, export controls, non-proliferation, anti-terrorism or similar restrictions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law from time to time, including without limitation Iran, Myanmar, Sudan, Syria, North Korea and Russia/Ukraine.

11. General

11.1 A waiver of any right or remedy under the Agreement is only effective if given in writing. Any waiver by Fermentrics of any breach, or any default under, any provision of Agreement by the User shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Agreement.

11.2 Subject to Condition 2.3, the Agreement may only be varied by the written agreement of both parties, and in the case of Fermentrics must be signed by a duly authorized representative of Fermentrics.

11.3 If, in any particular case, any provision of these Conditions (or any part of any provision) shall be held to be invalid, illegal or unenforceable by any court or competent authority, or shall not apply to the Agreement, that provision or part provision shall, to the extent required, be deemed to be deleted and the other terms and conditions shall continue in full force and effect and will not in any way be impaired. If any provision of these Conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

11.4 Fermentrics may assign the Agreement or sub-contract the whole or any part thereof. The User shall not attempt to assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of Fermentrics.

11.5 The rights and remedies of Fermentrics under these Conditions shall be cumulative and no right or remedy of Fermentrics set out in these terms and conditions shall be deemed to be in lieu of any other right or remedy.

11.6 Nothing in these Conditions shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.

11.7 Any notice or communication with Fermentrics shall be delivered to the address set out below:

Fermentrics™ - Head Office | Lab

Fermentrics Technologies Inc.

Suite 211, Kenwood Corporate Center.

Arnprior, ON, CA, K7S3W4

Ph +1 (613) 880-3024

fermentricsatgmail.com

11.8 The parties to the Agreement do not intend that any term of the Contract shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.

11.9 These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Canada.