TreeToScope -Terms and Conditions (SaaS)

THIS SOFTWARE AS A SERVICE AGREEMENT (this “Agreement”) governs the access and use of the Software and the SaaS Services (as defined below). This is a legal agreement between Treetoscope Ltd., a company organized under the laws of the State of Israel with a business address at Mikveh Israel, Beit Neter Holon, Israel (“Treetoscope”), and the Client (as defined in the Order) (“Client” and together with Treetoscope, each, a “Party” and collectively, the “Parties”).

Treetoscope has developed and owns certain technology underlying a cloud-based software that provides measurement and analysis of plants' water consumption system (the “Software”), which it makes available on a software as a service basis; and the Parties have agreed that Treetoscope shall provide Client the SaaS Services (as defined below) subject to and in accordance with the terms and conditions hereof;

1. The SaaS Services.

a) Subject to and in accordance with the terms and conditions of this Agreement, Treetoscope hereby grants to Client during the Term (as defined below) a non-exclusive and non-transferable license to: (i) access and use the Software solely for its own internal needs; (ii) use associated documentation provided by Treetoscope (“Documentation”) in order to use the Software pursuant to this Agreement; (iii) access and use the services provided by Treetoscope relating to implementation, hosting, management, support and operation of the Software for remote access and use by Client, and other services related to such access and use, as further described in this Agreement (“SaaS Services”).

b) As part of the SaaS Services, (i) the Software shall provide Client with measurement of plants water consumption while comparing such results to conventional data (Such as weather data, and ETC data) (the “Software Output”); and (ii) Client, through a dashboard available in the Software, shall be able to upload information or materials and/or analyze data, including Software Output, with respect to plants (such data, other than feedbacks regarding the SaaS Services referenced in Section 3(‎b) hereof, “Analyzed Data” and together with the Software Output, “Client Data”).

c) The SaaS Services are provided for a minimum quantity of 100 acres or 50 hectares, unless otherwise agreed in writing between the Parties.

d) Solely for facilitating the SaaS Services during the Term, Treetoscope shall lend Client sensing devices as more fully specified and described in the Specifications Addendum [AS1] (the “Devices”).

2. Restrictions. The Client may not allow or assist any third party to (a) publish, display, disclose, rent, lease, modify, copy, loan, distribute, or create derivative works based on the Software and/or the SaaS Services and/or the Documentation or any part thereof, (b) reverse engineer, decompile, translate, adapt, or disassemble the Software and/or the SaaS Services, (c) sublicense the Software and/or the SaaS Services or, (d) attempt to disable or circumvent any security mechanisms incorporated in the Software and/or the SaaS Services, (e) use the Software and/or the SaaS Services and/or the Documentation to provide the functionality of the Software and/or the SaaS Services to any third party and/or use user names or passwords for a different user(s). The Client must communicate the above restrictions to its employees, consultants, and others acting on its behalf.

3. Intellectual Property Rights.

a) All rights, title, and interest in and to the Software, the SaaS Services, the Devices and Documentation, and all intellectual property rights therein shall at all times lie and remain with Treetoscope.

b) Client is not obligated to provide any feedback to Treetoscope regarding the Software or Documentation. However, if Client provides such feedback to Treetoscope, Treetoscope shall have the right, but not the obligation, to use any such feedback in any manner, without any confidentiality or other obligations to Client.

c) Except as otherwise expressly provided herein, nothing in this Agreement will be deemed or construed as conferring any title, interest, license, or other right on Client by implication, estoppel, or otherwise.

d) All rights, title, and interest in and to Client Data and all intellectual property rights therein shall at all times lie and remain with Client. Treetoscope may use Client Data for statistical purposes.

e) Treetoscope will be able to use the Client's logo and name on Treetoscope’s website and marketing materials.

4. Fees. In consideration of the SaaS Services granted hereunder, the Parties shall execute, pursuant to these terms, an order form detailing the fees and other terms as may be agreed upon by the Parties (the "Fees" and the “Order " respectively). All Orders will be subject to these terms. The terms set in the Order shall prevail unless otherwise expressly agreed in the applicable Order regarding the conflicting terms.

5. Taxes. All Fees are exclusive of applicable taxes. The Client will bear and pay all taxes related to or arising from these terms, except those based on Treetoscope's income. The Client may not withhold or set off any Fees due to Treetoscope.

6. Installation and Support.

a) The Client will install the Devices based on Treetoscope guidelines. Treetoscope will provide ongoing maintenance to the Client and/or its end users [OP2] , until the end of the Term. The Client is entitled to twelve (12) hours of support per year, covered by the Fees, for SaaS Services. Treetoscope will provide support during working hours in the Central European Time Zone via telephone or video conference for urgent issues. Treetoscope will also make reasonable efforts to respond to Client emails regarding the Services, Software, or Documentation.

b) Treetoscope will be responsible for making the Software available to the Client and further ensuring that the hosted cloud environment will be available to the users of the Client. The Client agrees that Treetoscope will not be responsible for temporary delays, outages, or interruptions due to Client-side infrastructure and connection, which may impact the communication to the server. Treetoscope shall provide the SaaS Services following the Service Levels Addendum [3] . (“Service Levels”).

c) Treetoscope shall have no obligation to provide support hereunder in the event the Software has been (i) used other than in accordance with applicable Documentation or a manner inconsistent with the terms and conditions hereof; or (ii) modified, repaired, serviced, maintained, or altered by anyone other than Treetoscope without Treetoscope’s prior written approval.

d) Treetoscope shall not provide support in respect of agronomy consultancy.

7. Infringement of Third-Party Rights. To the best of Treetoscope’s knowledge, the SaaS Services, Software, and Documentation do not infringe on any third-party intellectual property rights. If the Software, Documentation and/or the SaaS Services becomes, or in Treetoscope’s opinion is likely to become, the subject of an infringement claim, Treetoscope may, at its option and expense, either (a) procure for Client the right to continue using the Software or Documentation; (b) replace or modify the Software or Documentation so that it maintains its functionality but becomes non-infringing; or (c) to the extent options; (a) or (b) are not commercially practicable, terminate this Agreement. Notwithstanding the foregoing, Treetoscope shall have no obligation for any claim of infringement arising from: (i) any combination of the Software with programs, equipment, or hardware not supplied by Treetoscope, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Software, where such infringement would not have occurred but for such adaptation or modification; or (iii) the use of the Software in a manner for which it was not designed or intended or which is not permitted hereunder, where such infringement would not have occurred but for such use.

8. Confidentiality. The Parties acknowledge that Confidential Information (as defined below) may be exchanged between the Parties during the Term and for purposes of this Agreement. For purposes hereof, “Confidential Information” shall mean all technological or business information regarding the business of the Parties. As between the Parties, all Client Data shall be deemed the Confidential Information of Client. All information regarding the Software, SaaS Services, Devices, and Documentation and the operation thereof shall be deemed Confidential Information of Treetoscope. The commercial terms of this Agreement shall be deemed Confidential Information of both Parties. Neither Party shall disclose the Confidential Information of the other Party except as required to perform its obligations hereunder or disclose it on a “need to know” basis to its employees or consultants that are subject to written agreements containing non-disclosure and non-use obligations no less restrictive than those set forth herein. The foregoing restrictions shall not apply to specific information which the receiving Party can show that either (i) is in, or enters, the public domain otherwise than by reason of a breach hereof by the receiving Party; (ii) was known by the receiving Party prior to the disclosure thereof as evidenced by written documentation; (iii) is legally transmitted or disclosed by a third party which owes no obligation of confidentiality in respect of such information; (iv) is independently developed by the receiving Party without the use of or reference to the disclosing Party’s Confidential Information as evidenced by written documentation; or (v) solely to the extent Confidential Information is the terms of this Agreement – such information may be disclosed (under a non-disclosure and non-use obligations no less restrictive than those contained herein) to a third party performing a due diligence examination with respect to the disclosing Party, its business or technology. Further, each Party may disclose the other Party’s Confidential Information to the minimum extent needed to comply with applicable law or regulation. Upon termination of this Agreement, the receiving Party shall return all Confidential Information provided by the disclosing Party and any copies of such information.

9. Warranty; Disclaimer. TTREETOSCOPE DOES NOT MAKE ANY REPRESENTATION OR GUARANTEE REGARDING UPTIME OR AVAILABILITY OF THE SAAS SERVICES AND THE SOFTWARE. BY USING THE SAAS SERVICES AND THE SOFTWARE YOU ACKNOWLEDGE THAT THE SOFTWARE GENERATED SUGGESTIONS PURPOSED SOLELY AS RECOMMENDATIONS.

THE SAAS SERVICES, THE DEVICES, THE SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS-IS”, AND TREETOSCOPE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TREETOSCOPE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING USAGE OR TRADE PRACTICE. TREETOSCOPE MAKES NO WARRANTY OF ANY KIND THAT THE SAAS SERVICES, THE DEVICES, THE SOFTWARE, AND DOCUMENTATION OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

Limitation of Liability. IN NO EVENT WHATSOEVER MAY TREETOSCOPE’S AGGREGATE LIABILITY ARISING OUT OF THE RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO TREETOSCOPE BY THE CLIENT UNDER THIS AGREEMENT IN THE IMMEDIATE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL TREETOSCOPE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER TREETOSCOPE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

11. Term and Termination.

a) This Agreement shall commence as of the Effective Date and shall remain in effect for the period mutually agreed by the Parties in the Order (the "Initial Period"). Thereafter, the Agreement shall automatically renew for successive twelve (12) months terms (each, a "Renewal Term") unless and until either Party provides written notice of its intention not to renew the Agreement (the “Term”).

Either Party may prevent such automatic renewal by delivering written notice to the other Party of its intention not to renew the Agreement. Such notice must be delivered at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term, as applicable. If no such notice is delivered, the Agreement will renew automatically for a Renewal Term

b) Paragraph (a) above notwithstanding, either Party may immediately terminate this Agreement upon the occurrence of a material breach or default as to any obligation or undertaking hereunder by the other Party and the failure of such breaching Party to remedy such breach within 30 days after receiving written notice thereof from the non-breaching Party.

c) Paragraphs (a) or (b) above notwithstanding, in any of the following events, Treetoscope shall have the rights, but not the obligation, to terminate this Agreement with immediate effect upon the giving of written notice of termination to Client:

i) If the username and password given to the Client are used by a different user(s);

ii) If the Client adopts a resolution for voluntary liquidation;

iii) If a petition for liquidation of Client is filed and is not set aside within 60 days thereafter;

iv) If a receiver or liquidator is appointed for Client or a material portion of its assets is not set aside within 60 days thereafter;

v) If Client enters into an arrangement with one or more of its creditors with a view to general readjustment or rescheduling of its indebtedness;

vi) If the Client engages in any malicious acts intended to harm the SaaS Services, Software, or Devices;

vii) If Treetoscope suspects that the Client used the SaaS Services and/or the Software and/or Devices and/or the Documentation in any way that breaches this Agreement or any applicable law; or

viii) If the Client makes a general assignment for the benefit of its creditors.

d) Upon termination of this Agreement, (i) Client shall cease to use the SaaS Services, including the Software and Documentation, and shall promptly delete and remove the Software from all of its devices, where applicable; (ii) Client shall pay to Treetoscope all amounts due hereunder as of the date of termination, if any; ; (iii) Client be given a method by which it may export or remove all Client Data from the Software; and (iv ) Client shall immediately return to Treetoscope all Devices.

e) Sections ‎2 (Restrictions), ‎‎3 (Intellectual Property Rights), ‎7(Infringement of Third Party Rights), ‎‎8 (Confidentiality), ‎‎9 (Warranty; Disclaimer), ‎‎10 (Limitation of Liability), and this Section ‎‎11 shall survive the termination of this Agreement for any reason.

12. Assignment. The Client may not assign any rights or obligations under this Agreement without the prior written consent of Treetoscope; except that a Client may assign this Agreement upon prior written notice to the other Party, but only if such assignment is in connection with a sale of all or substantially all assets of the Client. Any assignment in violation of the foregoing shall be void.

13. Information Security Standards and Privacy Policy. Treetoscope shall maintain information and Security standards as specified in the Information Security Standards Addendum [Link] and the privacy policy displayed on the Services' platform.

14. Relationship of Parties. This Agreement shall not be construed to create any relationship of employment, association, agency, partnership, or joint venture between Treetoscope and Client, nor shall it be construed to create any relationship other than that of independent contractor between Treetoscope and Client.

15. Interpretation. Any reference to a “business day” denotes any day other than Saturday or other days on which commercial banks in Tel Aviv, Israel, are authorized or required by the applicable law to be closed; and any reference to a “day” or a number of days (without explicit reference to “business days”) denotes a calendar day or a number of calendar days.

16. Miscellaneous. Any and all notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, or received by email, or by mail or courier to the last known address of the receiving Party. The failure of any Party to enforce any provision shall not affect the rights of any Party thereafter to enforce such provision in accordance with its terms. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances, such provision shall be interpreted to give it the maximum effect possible under applicable law, and the remainder of this Agreement shall not be affected thereby. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel, and the Parties agree to the exclusive jurisdiction of the competent courts in Tel Aviv-Yafo in respect thereof.

Specifications Addendum

Treetoscope's Services provide its Clients access to their plots and farms' data. For each block in the farm, the following data will be displayed:

1. Data related to actual water consumption measured by the sensors and calculated by Treetoscope for each block per day.

2. Data on consumption based on the Company's algorithm, meteorological data, and block-specific agriculture data.

3. A meteorological forecast based on the farm's location.

4. Forecast weekly water consumption based on the GAM model, meteorological data, and block-specific agriculture data.

5. A block's data was entered when it was created.

6. Users with grower permission can generate weekly reports containing average actual consumption and a summary of water consumption quantities.

7. A researcher's permission enables the user to produce reports that include VPD and Sap Flow data and meteorological data for the date the user selects.

8. In addition to the full version available on PC desktops, a redundant version is also available on mobile web pages.

Service Levels Addendum

This Schedule describes the performance standards and service levels to be achieved by Treetoscope in providing the Products and SaaS Services:

1. Definitions. Except as provided in this Schedule, capitalized terms shall have the meanings set forth in the body of the Agreement. The following terms, when used in this Schedule, shall have the following meanings:

(A) “Available” means the SaaS Services shall: (i) be available for access and use over the Internet by Client; and (ii) provide the functionality required under the Agreement and applicable Statement(s) of Work.

(B) “Host” shall be Amazon Web Services (“AWS”).

(D) “Server” shall mean the server(s) on which the SaaS Services will be hosted.

2. General Hosting Obligations. Treetoscope shall do the following, each at Treetoscope’s cost and expense:

A. Operate the SaaS Services on a Server owned and maintained by Treetoscope or the Host.

B. Allow access to the SaaS Services over the Internet and provide secure and confidential storage of all information transmitted to and from the SaaS Services.

3. Change of Host. Treetoscope may change host at its sole discretion, subject to all security measures, and the service level remains at the same level or above.

4. SaaS Service Monitoring & Management. Treetoscope will perform continuous monitoring and management of the SaaS Services to optimize the availability of SaaS Services. Included within the scope of this section is the proactive monitoring of the platform, Servers ,DB, and the rest of the cloud infrastructure, and the expedient restoration of components when failures occur within the time period set forth in this Schedule.

5. Backups. Treetoscope shall provide for both the regular back-up of standard file systems relating to the Server and SaaS Services and the timely restoral of such data on request by the Client due to a site failure. In particular, Treetoscope shall perform weekly full back-ups.

6. SaaS Service Levels.

(A) Availability During Critical Hours. The SaaS Services shall be available at least 90% of the time during Critical Hours each month of the Term, excluding periods of scheduled outage as permitted under Section 8.

(B) Availability During Non-Critical Hours. The SaaS Services shall be available at least 80% of the time during non-Critical Hours each month of the Term, excluding periods of scheduled outage as permitted under Section 8.

Table 1. Below are standard priority classifications that the Client shall use to classify each problem reported to Treetoscope. Response Time describes the window in which Treetoscope shall explain the nature of the problem to the Client. Treetoscope shall make best efforts to resolve issues within a reasonable resolution timeframe.

If Treetoscope reasonably disagrees with the classification assigned to a problem by Client, Treetoscope may escalate the disagreement to the appropriate Client personnel for resolution.

Table 1. Standard Priority Classifications:

PRIORITY	DESCRIPTION OF PROBLEM	RESPONSE TIME
Critical	All or a material part of the SaaS Services are down, making the system unusable or inaccessible; no work is available;	2 business days
High	Part of the SaaS Services are down , causing severely delayed response or limited system use, and work is unavailable;	8 business days
Medium	SaaS Services continue functioning (may be because of implementing a work around) though operational impact is being encountered;	15 business days
Normal	Minor defects not impacting the general usability of the SaaS Services, data integrity or response time of the SaaS Services.	In accordance with Treetoscope's discretion

7. SaaS Service Outages.

(A) Scheduled. In the event of planned outages, Treetoscope will inform the Client through a message on the platform at least twenty-four (24) hours ahead. These outages will not exceed twenty-four (24) hours in duration.

(B) Unscheduled. Unscheduled outages are caused by loss of connectivity to the Internet, or by failure of a Treetoscope service. In cases where a destination is not available, or unacceptable service is reported, Treetoscope will attempt to determine the source of the problem and report its findings to the Client.

i) Confirm (or disconfirm) the outage by a direct check of the facility;

ii) If confirmed, take such action as may restore the service in twenty-four (24) hours or less, or, if determined to be a telecommunications Client problem, notify the Client of such and suggest to opening a trouble ticket with their telecommunications Client carrier;

iii) Work on the problems until resolution, escalating to management or to engineering as required;

iv) Promptly notify the Client of the final resolution, along with any pertinent findings or action taken.

8. Service Credits. In the event that Treetoscope fails to provide SaaS Services in a month at the service level required above, the Client shall be entitled to a service credit refund on its annual fees, as set forth below.

Uptime Service Level Failure	Service Credit Percentage
First Failure of Section 6(A)	1% of Annual Service Fee
Second Failure of Section 6(A)	2% of Annual Service Fee
Third and Subsequent Failures of Section 6(A)	Max. 3% of Annual Service Fee

The service credits shall be paid to the Client within thirty days of the end of the applicable month in which the service level failure occurred. Further, service level credits will be the Client’s exclusive remedy for Treetoscope’s failure to achieve the applicable service levels.

Information Security Standards Addendum

1. Data Center.

As an essential component of Treetoscope's infrastructure, Treetoscope uses AWS Cloud Server Services for hosting and managing its data and systems. It is crucial to emphasize that Treetoscope operates within the framework of AWS standards and best practices to ensure the highest level of security, reliability, and scalability.

For comprehensive details pertaining to the AWS servers and their usage, please refer to- https://aws.amazon.com/service-terms/

2. Access Controls.

Treetoscope shall implement and maintain technical and organizational safeguards against accidental, unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling or processing of Client’s Confidential Information and Data that ensures a level of security appropriate to the risks presented by the processing of such Confidential Information and the nature of such Confidential Information. Treetoscope’s infrastructure security personnel are responsible for the ongoing monitoring of Treetoscope’s security infrastructure, the review of the Treetoscope Service, and for responding to security incidents.

Treetoscope employs a centralized access management system to control personnel access to Treetoscope production servers, and only provides access to a limited number of authorized personnel.

3. Data Storage, Isolation & Authentication.

Treetoscope stores the Client's Data in a multi-tenant environment on the managed servers. Treetoscope logically isolates data per End User basis at the application layer. Treetoscope also logically isolates data on a per Client account basis, and each Client account will be given control over specific data sharing policies. Treetoscope logically separates data from different End Users from each other, and data for an authenticated as well as authorized End User will not be displayed to another End User (unless the former End User or Administrator allows the data to be shared). A central authentication system is used across all Treetoscope Services to increase the uniform security of data.

4. Data Collection and Usage

Treetoscope collects specific data from its Clients, including email address, country, number of logins, login timestamps, and the name of the pages visited. The email and country are stored in Treetoscope's internal database as part of the customer record and are also shared with Treetoscope's analytics system (Mixpanel).

This data is used solely for internal purposes to improve and optimize Treetoscope's Customer Success operations. Treetoscope does not use this information for any other purposes or share it with third parties unless required by law.