DAGI APP — TERMS OF USE

The Service. DAGI provides a software-as-a-service tool delivered via mobile app and web app that helps users make informed decisions to improve flock health and manage drench resistance on sheep farms (the Service).

Information tool only. The Service is an information and decision-support tool. It does not replace veterinary advice or the professional judgement of qualified advisers. You must review and verify all outputs and make your own decisions in conjunction with your trusted advisers.

Availability. We use reasonable efforts to keep the Service available during normal business hours in New Zealand. The Service may be unavailable from time to time for maintenance, updates, or in the event of circumstances outside our reasonable control.

Third party features. The Service may interoperate with third party services (for example, weather feeds). We do not warrant the availability of those features and may cease to provide them if a third party provider stops offering them on reasonable terms.

Business use only. The Service is provided for use by farming businesses and their authorised personnel. You confirm that you are acquiring the Service for the purposes of trade and not as a consumer.

Account holder. The account holder is the farming business or other organisation on whose behalf you are accepting these Terms (Client). Where an individual creates an account, they do so as a representative of the Client and confirm they have authority to bind the Client.

Permitted Users. The Client may permit its personnel (including employees, contractors, and professional advisers such as veterinarians and farm consultants) to access the Service on the Client's behalf (Permitted Users). The Client is responsible for the acts and omissions of all Permitted Users as if they were its own.

Security of credentials. You and your Permitted Users must keep login credentials secure, not share them, and notify us immediately of any unauthorised use.

Authorisation. You are responsible for obtaining all consents and authorisations required for you and your Permitted Users (including professional advisers) to use the Service and to input data into it.

Client Data. As between you and us, you own all data and content that you or your Permitted Users input into the Service (Client Data). You grant DAGI a worldwide, royalty-free, sublicensable licence to use, store, copy, modify, and process Client Data and Processed Data for the purposes of providing and improving the Service, conducting research and product development, generating anonymised analytical data, and exercising our rights under these Terms.

Processed Data. Data, information, and outputs derived from running Client Data through the Service's models (Processed Data) may be used by you for your own internal business purposes. You must not commercially exploit, redistribute, or publicly display Processed Data, and must not use it in any way that implies our endorsement or that is misleading.

Personal Information. To the extent Client Data contains personal information, DAGI acts as your agent for the purposes of the Privacy Act 2020. You must obtain all consents and give all notices required to enable us to collect and process that information.

International storage. Client Data may be stored on secure cloud infrastructure located outside New Zealand, including in North America, Europe, Asia, Oceania, and South America, and may be accessed from those regions and from New Zealand from time to time.

Backups. We take standard industry measures to back up Client Data. You should also keep your own backup of any data you input.

Analytical Data. We may use Client Data and information about Service usage to generate anonymised, aggregated analytical data (Analytical Data). All intellectual property rights in Analytical Data belong to DAGI.

Data on termination. Within one month after termination or expiry, you may request a copy of Client Data or Processed Data (at your reasonable cost) and/or deletion of personal information.

Our IP. All intellectual property rights in the Service, app, website, underlying systems, models, methodologies, reports, and templates remain with DAGI and its licensors. Nothing in these Terms transfers any of those rights to you.

Licence to you. Subject to your compliance with these Terms (including payment of fees under clause 9), DAGI grants you and your Permitted Users a non-exclusive, non-transferable, revocable licence to use the Service during the term of these Terms for your own internal business purposes.

Feedback. If you provide DAGI with feedback, ideas, comments, or suggestions about the Service, all intellectual property rights in that feedback and anything created from it belong to DAGI, and we may use the feedback for any purpose.

Mutual obligation. Each party must keep the other's confidential information confidential, maintain adequate security measures to safeguard it, and only disclose it to personnel on a need-to- know basis.

Exceptions. The confidentiality obligation does not apply to information that is publicly available (without breach), independently received from a third party without restriction, required to be disclosed by law, or required to be disclosed in connection with a bona fide sale of our business (subject to equivalent confidentiality protections).

No implied warranties. To the maximum extent permitted by law, all warranties, conditions, and guarantees not expressly set out in these Terms are excluded. The Service is provided on an as-is basis. We do not warrant that the Service will meet your particular requirements, be uninterrupted, error-free, or secure against all threats.

Consumer Guarantees Act. You confirm that you are acquiring the Service for the purposes of trade. To the maximum extent permitted by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or to these Terms.

Information tool only. The Service is one information tool to assist with stock rotation, larval avoidance, and refugia-based drench resistance decisions. It must not be used in substitution for the professional judgement of qualified advisers. You remain responsible for the accuracy of inputs, the interpretation of outputs, and the decisions you make.

Limitation of remedies. Where a warranty or condition is implied by law and cannot be excluded, our liability for breach is limited at our option to supplying the Service again or paying the cost of having it supplied again.

Cap on liability. To the maximum extent permitted by law, our maximum aggregate liability to you in any 12-month period under or in connection with these Terms or the Service, whether in contract, tort, breach of statutory duty, or otherwise, is limited to NZD $1,000.

Excluded loss. Neither party is liable to the other for loss of profit, revenue, savings, business, use, data, or goodwill, or for any consequential, indirect, incidental, or special damage of any kind.

Carve-outs. The limits in clauses 8.1 and 8.2 do not apply to liability for personal injury or death, fraud or wilful misconduct, or breach of confidentiality.

Your indemnity. You indemnify DAGI against any liability, claim, cost, expense (including legal fees) or loss arising from: (a) any third-party claim that Client Data infringes their rights or is unlawful or objectionable; or (b) reliance by any person on outputs of the Service to the extent derived from your Client Data or your use of the Service.

Mitigation. Each party must take reasonable steps to mitigate any loss or damage it may suffer.

Fees. The Client must pay DAGI the fees applicable to the Client's use of the Service, as notified to the Client by DAGI in writing from time to time (including by email or via tax invoice). DAGI will notify the Client of the applicable fees before the Client's first chargeable period and before any change to those fees takes effect.

Grace period. DAGI may offer a grace period of free access following account creation, the length of which will be notified to the Client at signup. The Client's first chargeable period begins at the end of the grace period unless DAGI notifies otherwise.

GST. Fees are exclusive of GST, which the Client must pay on taxable supplies under these Terms.

Invoicing. DAGI will issue valid GST tax invoices on the dates notified to the Client, or if no dates are notified, annually in advance. The Client must pay invoices by the 20th of the month following the date of invoice, in cleared funds and without any set-off or deduction.

Overdue amounts. DAGI may charge interest on overdue amounts at an annual rate equal to the corporate overdraft reference rate (monthly charging cycle) of DAGI's primary trading bank as at the due date, plus 2% per annum, calculated from the due date to the date of payment (both inclusive).

Fee increases. By giving at least 60 days' notice prior to the end of the then-current subscription period, DAGI may increase the fees for the next subscription period. If the Client does not wish to pay the increased fees, the Client may terminate these Terms by giving notice before the end of the current subscription period. Continued use of the Service after the effective date of any increase constitutes acceptance of the increased fees.

Suspension and termination for non-payment. Without limiting any other right, DAGI may suspend or terminate the Client's and any Permitted User's access to the Service if any fees are not paid by the due date. Reinstatement of access is at DAGI's discretion and may be subject to the Client paying any outstanding amounts.

Usage and audit. DAGI may collect information electronically about the number of farms accessing the Service. The Client authorises that collection. If DAGI identifies any under-payment or non-payment of fees, the Client must pay the unpaid fees within 7 days of written notice from DAGI.

Term. These Terms apply from the date you accept them and continue until terminated in accordance with this clause 10.

Termination for breach. Either party may terminate immediately by notice if the other party breaches a material provision and does not remedy that breach within 10 days of being asked to, or if the breach is not capable of being remedied, or if the other party becomes insolvent.

Termination by DAGI. DAGI may terminate or suspend your access by notice if we consider (acting reasonably) that termination or suspension is necessary to protect our legitimate interests, including where you have not paid fees when due, or where your level of consultation with qualified advisers in relation to stock and animal health practices falls materially below what would reasonably be expected.

Suspension. Without limiting any other right, we may restrict or suspend your or any Permitted User's access to the Service if we consider (acting reasonably) that you or a Permitted User has: undermined the security of the Service; used the Service for improper purposes or in a way that materially affects its operation; transmitted data that breaches third-party rights or is objectionable; failed to pay any fees when due; or otherwise materially breached these Terms.

Effect of termination. Termination does not affect rights that accrued before termination, including the obligation to pay fees for the Service provided prior to termination. Clauses that by their nature are intended to survive termination (including clauses 4, 5, 6, 7, 8, 9, and 12) continue in force.

Agreement is with DAGI, not Apple. These Terms are between you and DAGI Limited only, and not with Apple Inc. or its subsidiaries (Apple). DAGI, not Apple, is solely responsible for the app and its content. Nothing in these Terms limits or supersedes the Apple Media Services Terms and Conditions.

Licence scope. The licence granted to you for the iOS app is a non-transferable licence to use the app on any Apple-branded device that you own or control, as permitted by the usage rules in the Apple Media Services Terms and Conditions.

Maintenance and support. DAGI is solely responsible for any maintenance and support of the app. Apple has no obligation to provide any maintenance or support.

Warranties. DAGI is solely responsible for any product warranties (express or implied) to the extent not effectively disclaimed in these Terms. If the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) of the app. To the maximum extent permitted by law, Apple has no other warranty obligation in respect of the app.

Claims. DAGI, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession or use of it, including product liability claims, claims that the app does not comply with legal or regulatory requirements, and claims arising under consumer protection, privacy, or similar laws.

Intellectual property claims. If a third party claims that the app infringes their intellectual property rights, DAGI (not Apple) is solely responsible for the investigation, defence, settlement, and discharge of that claim.

Your representations. You represent and warrant that: (a) you are not located in a country subject to a US Government embargo or designated as a "terrorist supporting" country; and (b) you are not listed on any US Government list of prohibited or restricted parties.

Third-party terms. You must comply with all applicable third-party terms when using the app.

Apple as third-party beneficiary. DAGI and you acknowledge that Apple and its subsidiaries are third-party beneficiaries of this clause 11, and that Apple will have the right (and is deemed to have accepted the right) to enforce this clause 11 against you as a third-party beneficiary.

Contact. Questions, complaints, or claims about the app should be directed to DAGI at the contact details in clause 13.

Agreement is with DAGI, not Google. These Terms are between you and DAGI Limited only, and not with Google LLC or its affiliates (Google). DAGI, not Google, is solely responsible for the app and its content.

Google Play Terms of Service. Your use of the app from Google Play is also subject to the Google Play Terms of Service. In the event of a conflict between those terms and these Terms in relation to your acquisition of the app, the Google Play Terms of Service prevail to the extent of that conflict.

No Google obligations. Google has no obligation to provide any maintenance, support, or warranty in respect of the app. Any questions, complaints, or claims about the app should be directed to DAGI at the contact details in clause 13.

Notices. Notices to DAGI must be sent to ryan@dagi.nz. Notices to you will be sent to the email address associated with your account.

Variation. We may update these Terms from time to time. We will give you reasonable notice of material changes via the app, the website at dagi.nz, or by email. Continued use of the Service after the effective date of any change constitutes acceptance of the updated Terms.

Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms in connection with a sale or restructure of our business.

Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, that part will be modified to the minimum extent necessary to be enforceable, or if that is not possible, severed, without affecting the rest of these Terms.

Independent contractor. DAGI is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or trust between us.

No third-party rights. Other than as set out in clause 11 in respect of Apple, no person other than you and DAGI has any right to a benefit under, or to enforce, these Terms.

Force majeure. Neither party is liable for any failure to perform its obligations to the extent caused by events outside its reasonable control.

Disputes. Before taking court action, the parties must use best efforts to resolve any dispute through good faith negotiation. This does not prevent either party from seeking urgent injunctive relief.

Governing law. These Terms are governed by New Zealand law. The parties submit to the non- exclusive jurisdiction of the New Zealand courts.

Entire agreement. These Terms set out the entire agreement between the parties relating to the Service and supersede any prior discussions or representations. The parties contract out of sections 9, 12A, and 13 of the Fair Trading Act 1986, and confirm that it is fair and reasonable to do so.