Halter USA LLC.
Software Usage Policy

Please Read this policy carefully

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Summary: This document explains the rules for using Halter’s app and web portal. It does not relate to your farm's Terms of Service. This document explains how you use our Services, our Data, and mentions our Privacy Policy, and Warranty and Liabilities.

This Software Usage Policy sets out the terms and conditions upon which Halter USA LLC (we or our or us) makes available the Software Services to Authorised Users on behalf of Halter Customers.

By clicking “I accept and have read the Software Usage Policy” during your Authorised User sign-in or registration process, you will be deemed to have accepted this Policy.

If you do not accept this Policy, you must not access or use the Software Services.

1. Definitions‍
   
   1. For the purposes of this Software Usage Policy, the following terms have the following meanings:
      
      Content means the information and content that we make available via the Software Services;
      ‍Authorised User means an employee, agent or independent contractor of a Halter Customer (excluding any Rural Professional) who is authorised by that Halter Customer to access or use the Software Services on behalf of that Halter Customer;
      Customer Data means the data inputted by the Halter Customer or its Authorised Users, or any member of the Halter Group on the Halter Customer's behalf for the purpose of accessing or using the Software Services or facilitating the Halter Customer’s accessing or use of the Software Services;
      Halter Customer means a person or organisation that has entered into a Sales & Services Agreement with a Halter Reseller, under which that Halter Reseller provides or makes available to that person or organisation certain services and hardware (including the Software Services);
      Halter Reseller means any company within the Halter Group that we have appointed to be a reseller of the Software Services;
      Intellectual Property Rights means all industrial and intellectual property rights (including applications for such rights) whether conferred by statute, at common law or in equity, including, but not limited to all copyrights and similar rights that may subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), rights in relation to trade secrets and confidential information, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trademarks and business names, rights in relation to circuit layouts, and other rights as defined by Article 2 of the Convention of July 1967 establishing the World Intellectual Property Organisation as may exist anywhere in the world;
      Policy means this Software Usage Policy;
      Rural Professional means a person in the business of providing farm-related services to rural clients, such as farm consultancy services, professional or financial services, or animal health or veterinary services;
      Software Services means the online services, features and functions that we host and make available for access and use by Authorised Users on behalf of Halter Customers, via apps, websites or other means as we may determine from time to time; and
      You or your means an individual who accesses and uses the Software Services as an Authorised User on behalf of a Halter Customer.
2. Right to Access the Services
   
   1. We grant you the non-exclusive right to access and use the Software Services as an Authorised User on behalf of a Halter Customer, subject to your compliance with the terms and conditions outlined in this Policy. 
   2. Your right to access and use the Services is subject to the following:
      
      1. you may only access and use the Software Services while you are an Authorised User of a Halter Customer, and for so long as a sales and services agreement remains in force between that Halter Customer and a Halter Reseller (Customer Agreement);
         
      2. you must immediately cease all accessing and use of the Services if you cease to be an Authorised User of a Halter Customer, or if the Customer Agreement is terminated or expires for any reason;
      3. you may only access and use the Software Services to the extent necessary for the Halter Customer’s internal business operations;
      4. you may not transfer any of your rights of access and use of the Software Services to any other person; and
      5. we may suspend or terminate your rights of access and use of the Software Services if you breach any aspect of this Policy, if the applicable Halter Customer is in breach of the Halter Customer Agreement, or in any other circumstances specified in the Customer Agreement.
   3. Your right to access and use the Software Services will be subject to any restrictions or limitations set out in the applicable Customer Agreement. These restrictions or limitations may include restrictions or limitations on the features, or functions of the Software Services that you are entitled to access or use as an Authorised User of the Halter Customer.
   4. You are responsible for keeping secret and secure any Authorised User login or account information that may be issued to you. You must not share or permit any other person to use this login or account information. You may not use any other Authorised User’s login or account information for the purposes of accessing or using the Software Services.
   5. You must immediately notify us of any unauthorised use of your Authorised User login or account information, and in such event we may take such actions as we deem reasonably necessary in order to maintain or enhance the security of the Software Services, including by temporarily suspending or limiting your access to or use of the Software Services or resetting your Authorised User password.
   6. To access and use the Software Services, you may need to download apps or other software specified by us. You will also need compatible devices and operating systems, and internet access. It is the responsibility of you or the Halter Customer to ensure that the software, hardware and systems being used by you are sufficient for you to access and use the Software Services, and meet any minimum specifications that may be specified by us from time to time.
   7. You agree to use your best efforts to ensure that the Software Services are kept up to date with the latest version made available to you by the Halter Reseller.  You acknowledge that intentionally using outdated or unsupported versions of the Software Services will constitute a breach of this Policy.
   8. Your agreement to this Policy does not give you any right to access or use the Software Services as a Rural Professional for the purpose of providing services to a Halter Customer. Any such right to access or use the Software Services must be separately authorised by us in writing, and if granted will be subject to our standard terms and conditions in effect relating to the accessing and use of the Software Services by Rural Professionals.
3. Prohibition on Use
   
   1. You must not do any of the following things:
      
      1. use the Software Services for the transmission of illegal or offensive material, or in any manner that is fraudulent, unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or racially or ethnically offensive;
      2. use the Software Services in any manner that causes damage or injury to any person or property, facilitates illegal activity, or promotes unlawful violence;
      3. use the Software Services for the transmission of material that contains software viruses or any other disabling or damaging code;
      4. use the Software Services in any way that would violate any Intellectual Property Rights of any third party;
      5. damage, disable, interfere with or harm the Software Services, or any network or system underlying or connected to the Software Services, in any way whatsoever;
      6. modify, adapt, translate, reverse engineer or decompile any part of the Software Services, or any software comprising or underlying the Software Services, or in any manner attempt to derive the source code of any such software;
      7. use any robot, spider, site search/retrieval application, or other device or technological process to retrieve or index any portion of the Software Services or Content, except as expressly authorised by us in writing;
      8. use or access the Software Services in order to build a product or service that competes with the Software Services;
      9. use or access the Software Services to provide services to any person who is not the Halter Customer; or
      10. encourage, assist or direct any other person to do any of the things set out in paragraphs (a) to (i) above.
          
          If you do any of these things, you will be responsible to us for any losses, damages, costs or expenses incurred or suffered by us as a result.
4. Our Right in the Services and Content
   
   1. You acknowledge that:
      
      1. the Software Services are of significant commercial value to us and our licensors;
      2. legal and beneficial ownership of the Software Services, the Content, and all Intellectual Property Rights in or to the Software Services and Content, will vest with us or our third-party licensors; and
      3. except as expressly stated in this Policy, no right is granted to you in relation to the Software Services or any Content.
   2. You may not do any of the following:
      1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any of the Content, except to the extent that we have provided as part of the Software Services functionality specifically included to facilitate such actions (for example, a “download” or “share” feature in connection with particular Content), and in such event you may only do so for the applicable Halter Customer’s internal business operations;
      2. compile or extract the Content for the purpose of making such information available to others (whether as a directory or otherwise) with a view to a profit or for a fee or other consideration; or
      3. use any proprietary trademark of ours or our licensors in a manner that is reasonably considered by us or our licensors to be a misuse or appropriation of that trademark.
   3. Nothing in clauses 4.1 or 4.2 will give us any ownership rights in any Customer Data, which will remain the property of the Halter Customer.
5. Privacy Policy
   
   1. In the course of providing or making available the Software Services, we and the Halter Reseller, and other members of the Halter Group, may collect, use, process and transfer personal information about identifiable individuals, including Authorised Users and the Halter Customer, as well as other data. This information will be collected, used, processed and transferred in accordance with the Halter Group’s Privacy Policy. This Privacy Policy is available at halterhq.com/privacy-policy or such other website address as may be notified to Authorised Users from time to time, and may be amended from time to time by us at our sole discretion.
   2. By accessing or using the Software Services, you hereby consent to the collection, use, processing and transfer by us and other Halter Group members of personal information and other data in accordance with the Halter Group’s Privacy Policy.
6. Warranties and Liability
   
   1. We warrant and represent to you that we are entitled to provide the Software Services subject to the terms of this Policy.
   2. You acknowledge that:
      
      1. in agreeing to this Policy, you do not rely on any representation, warranty, term or condition that is not expressly provided in this Policy; and
      2. all conditions, warranties or other terms implied by statute or common law are excluded from this Policy, to the fullest extent permitted by law.
   3. Without limiting the scope of clause 6.2 we do not give any warranty, representation or undertaking:
      
      1. about the efficacy or usefulness of the Software Services, or about any fitness for a particular purpose or merchantability;
      2. that the Software Services will be uninterrupted, or free from bugs, defects, errors or outages; or
      3. that any Content generated or accessible via the Software Services will be accurate or complete.
   4. Without limiting clauses 6.2 or 6.3, you acknowledge and agree that:
      
      1. the operation and availability of the systems and networks used by you to access and use the Software Services, such as computer systems and the Internet, may be unpredictable and prevent access to or use of the Software Services; and
      2. there may be occasions where some or all of the Software Services are unavailable, for example to permit maintenance, or due to unexpected or uncontrollable outages. We will use reasonable endeavours to notify Authorised Users in advance of any significant planned outages affecting the Software Services.
   5. You acknowledge and agree that:
      
      1. we have no liability to you or to any Halter Customer as a result of any representations or warranties given by any Halter Reseller to any Halter Customer in connection with the Software Services; and
      2. any liability arising under a Customer Agreement will be as between the applicable Halter Customer and Halter Reseller.
   6. Our maximum liability to you (whether in contract, tort, negligence or in any other way) arising out of any and all claims under this Policy or relating to the Software Services, will not in any circumstances exceed in aggregate the greater of (a) five hundred US dollars ($500.00) or (b) the total fees payable by you under the Customer Agreement during the six (6) months preceding the date on which such liability first arose.
   7. In no event will we be liable (whether in contract, tort, negligence or in any other way) to you for:
      
      1. loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or
      2. loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature, arising directly or indirectly from the Software Service or this Policy, even if we had been advisded of the possibility of such loss, damage, cost or expense, and even if such loss, damage, cost or expense was reasonable foreseeable by us
   8. None of the exclusions or limitations set out in this Policy is intended to limit or exclude any form of liability that cannot be so limited or excluded under applicable law.
7. General
   
   1. We will not be liable for any failure to provide or make available the Software Services due to an event of Force Majeure. For the purposes of this clause 7.1, Force Majeure includes any inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, pandemic, adverse weather conditions, or other matters beyond our reasonable control.
   2. This Policy contains the entire agreement of the parties in relation to the subject matter of this Policy and supersedes all prior understandings, communications and representations between the parties, whether oral or written.  The parties acknowledge that they do not rely on any representation, agreement, term or condition that is not set out in this Policy.
   3. You may not assign, transfer or sub-contract any of your rights or obligations under this Policy, without first obtaining our written consent.  
   4. We reserve the right to amend this Policy at any time. In the event of an amendment, we or the Halter Reseller will notify you or the applicable Halter Customer by email, and/or by requiring you to “click to accept” the amended Policy when you next seek to access the Software Services. If you do not agree to an amendment to this Policy, you should cease to access and use the Software Services. If you continue to access and use the Software Services after notification by us or the Halter Reseller of an amendment to this Policy, you will be regarded as having accepted that amendment. No other amendment to this Policy will be effective unless in writing and signed by an authorised representative of us.
   5. This Policy will be governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.