Halter USA LLC.
Software Usage Policy for Rural Professionals

Please read these conditions carefully.
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This Software Usage Policy for Rural Professionals sets out the terms and conditions upon which Halter USA LLC (we or our or us) makes available to you the Services and Farm Data, to enable you to provide Rural Professional Services to a Halter Customer.

By clicking “I accept and have read the Software Usage Policy for Rural Professionals” during your 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 Services or any Farm Data.

1. Defintions
   
   1. For the purposes of this Policy, the following terms have the following meanings:
      
      ‍Content means the information and content that we make available via the Services;
      ‍Farm Data means any data, reports or other information about any Halter Customer or Halter Farm obtained through the accessing or use of the Services;
      ‍Halter Customer means a person or organisation:
      1. 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 Services); and
      2. on whose behalf you are authorised to access and use the Services and Farm Data;
      ‍Halter Farm means a farm or farms utilising the Halter System;
      ‍Halter Reseller means any company within the Halter group of companies that we have appointed to be a reseller of the Services;
      ‍Halter System means the farm management system made available by us and our Halter Resellers under the “Halter” brand;
      ‍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 trade marks 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;
      ‍Permitted Purpose means the purpose of providing Rural Professional Services to a Halter Customer in connection with a Halter Farm operated by that Halter Customer;
      ‍Policy means this Software Usage Policy for Rural Professionals;
      ‍Rural Professional Services means farm-related services provided to rural clients, such as farm consultancy services, professional or financial services, or animal health or veterinary services;
      ‍Services means the online services, features and functions that we host and make available for access and use by:
      1. customers of us and our Halter Resellers; and
      2. providers of Rural Professional Services on behalf of those customers via apps, websites or other means as we may determine from time to time; and
      ‍You or your means a person who accesses and uses the Services and Farm Data as a provider of Rural Professional Services on behalf of a Halter Customer.
2. Right to Access the Services
   
   1. We grant you the right to access and use the Services and Farm Data for the Permitted Purpose, in accordance with this Policy.
   2. Your right to access and use the Services and Farm Data is subject to the following:
      
      1. you may only access and use the Services and Farm Data to the extent necessary for the Permitted Purpose. Any accessing or use of the Services or Farm Data for any other purpose is expressly prohibited;
      2. your rights of access and use in connection with the Services and Farm Data are limited to:
         
         1. the Halter Customer whom you are authorised to access and use the Services and Farm Data on behalf of; and
         2. the Halter Farm operated by that Halter Customer.
      We will confirm with you the details of the applicable Halter Customer and Halter Farm before we first give you access to the Services;
      3. you must not use any Farm Data obtained in relation to a Halter Customer for the purposes of providing services:
         
         1. to any person other than the Halter Customer; or
         2. in connection with any farm other than the applicable Halter Farm;
      4. you are not permitted to access or use the Services or Farm Data to:
         
         1. compare the performance of the Halter Customer against that of any other farmer;
         2. compare the performance of a Halter Farm against that of any non-Halter Farm;
         3. provide or develop services, products or technologies that may be similar to or competitive with the Halter System; or
         4. provide benchmarking or comparison services in relation to services, products or technologies that may be similar to or competitive with the Halter System;
      5. you must immediately cease all accessing and use of the Services and Farm Data if you are no longer engaged by the Halter Customer to provide Rural Professional Services in connection with a Halter Farm operated by that Halter Customer;
      6. you must not provide to any person, or allow any other person to have access to, any Farm Data other than:
         
         1. the applicable Halter Customer or that Halter Customer’s authorised personnel; and
         2. your employees, contractors and personnel who need to have access to the Farm Data for the Permitted Purpose and who are bound by non-use and non-disclosure obligations to you no less restrictive than the provisions of this Policy. You will be responsible to us for any accessing or use of the Services or Farm Data by such person as if such accessing or use was your own;
      7. you must not sell any Farm Data, or provide the Farm Data to any person for a fee or other consideration, provided that you may charge fees to the applicable Halter Customer in connection with your provision of Rural Professional Services to that Halter Customer; and
      8. you may not transfer any of your rights of access and use of the Services or Farm Data to and other person.
   3. Your ongoing right to access and use the Services and Farm Data is subject to our being satisfied at our sole discretion that your accessing and use of the Services and Farm Data is appropriate, and reasonably necessary for the Permitted Purpose. We may limit, suspend or terminate your rights of access or use of the Services or Farm Data at any time and for any reason. If we limit, suspend or terminate your rights of access or use of the Services or Farm Data, we will not be required to provide a reason.
   4. If we terminate your right to access and use the Services and Farm Data, or if you are no longer entitled under this Policy to access and use the Services and Farm Data, then you must immediately destroy or erase all copies of the Farm Data in your possession or under your control.
   5. You are responsible for keeping secret and secure any login or account information that may be issued to you in connection with the Services. You must not share or permit any other person to use this login or account information. You may not use any other person’s login or account information for the purposes of accessing or using the Services.
   6. You must immediately notify us of any unauthorised use of your Services 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 Services, including by temporarily suspending or limiting your access to or use of the Services or resetting your password.
   7. To access and use the Services and Farm Data, 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 your responsibility to ensure that the software, hardware and systems being used by you are sufficient for you to access and use the Services and Farm Data, and meet any minimum specifications that may be specified by us from time to time.
   8. You agree to use your best efforts to ensure that the 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 Services will constitute a breach of this Policy.
3. Prohibitions on Use
   
   1. You must not do any of the following things:
      
      1. use the 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 Services in any manner that causes damage or injury to any person or property, facilitates illegal activity, or promotes unlawful violence;
      3. use the Services for the transmission of material that contains software viruses or any other disabling or damaging code;
      4. use the Services or Farm Data in any way that would violate any Intellectual Property Rights of any third party;
      5. damage, disable, interfere with or harm the Services, or any network or system underlying or connected to the Services, in any way whatsoever;
      6. modify, adapt, translate, reverse engineer or decompile any part of the Services, or any software comprising or underlying the 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 Services or Farm Data, except as expressly authorised by us in writing;
      8. use or access the Services or Farm Data in order to build a product or service that competes with the Halter System;
      9. use or access the Services or Farm Data for the purpose of training or creating machine learning algorithms or models; 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 Rights in the Services and Content
   
   1. You acknowledge that:
      
      1. the Services are of significant commercial value to us and our licensors;
      2. legal and beneficial ownership of the Services, the Content, and all Intellectual Property Rights in or to the 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 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 Services functionality specifically included to facilitate such actions (for example, a “download” or “share” feature in connection with the Farm Data), and in such event you may only do so for the Permitted Purpose; or
      2. use any proprietary trade mark of us or our licensors in a manner that is reasonably considered by us or our licensors to be a misuse or appropriation of that trade mark.
   3. You acknowledge and agree that if your accessing and use of the Services or Farm Data results in the creation or development by you or on your behalf of any new or improved products or technologies (New Technologies), then you grant to us, or will obtain for us at your cost, a licence under the Intellectual Property Rights in or to those New Technologies to enable us to develop, improve and commercially exploit any products or services that we or our Halter Resellers may wish to offer to our or their customers. This licence will be non-exclusive, worldwide, perpetual, royalty free, sublicensable and transferable.
5. Provision of Information
   
   1. In consideration for our giving you the right to access and use the Services and Farm Data, you agree to provide us with the following information upon our written request:
      
      1. details of the Rural Professional Services provided by you to the Halter Customer, including copies of any reports or analyses of Farm Data provided to that Halter Customer;
      2. details of any New Technologies that have arisen as a result of your accessing and use of the Services or Farm Data; and
      3. a summary of any other insights or discoveries obtained through your use or analysis of any Farm Data.
   2. You will have 30 days from the date of our written request to provide us with any information requested by us under clause 5.1. We will not make a written request under clause 5.1 more than once per calendar quarter.
   3. You also agree to provide to us such follow-up or clarification information as we may reasonably request, in connection with any information you have provided to us under clause 5.1.
   4. We may use and disclose the information you provide to us under clauses 5.1 and 5.3 for any of the purposes permitted under our Privacy Policy, subject always to the restrictions on such use and disclosure set out in our Privacy Policy.
6. Privacy Policy
   
   1. In the course of providing or making available the Services we and the Halter Reseller, and other members of the Halter group of companies, may collect, use, process and transfer personal information about identifiable individuals, customers, and providers of Rural Professional Services that we allow to access and use the Services and Farm Data, 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 www.halterhq.com/privacy-policy or such other website address as may be notified to users of the Services from time to time, and may be amended from time to time by us at our sole discretion.
   2. By accessing or using the Services and Farm Data, 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.
   3. You warrant to us that in connection with your accessing and use of the Services and Farm Data for the Permitted Purpose you will comply at all times with the Privacy Act 2020, and all other applicable privacy and data protection laws and regulations.
   4. You will notify us in writing without delay upon your becoming aware of any data breach or unauthorised access affecting or relating to the Services or any Farm Data.
7. Warranties and Liability
   
   1. We warrant and represent to you that we are entitled to provide the 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 7.2 we do not give any warranty, representation or undertaking:
      
      1. about the efficacy or usefulness of the Services or Farm Data, or about any fitness for a particular purpose or merchantability;
      2. that the Services will be uninterrupted, or free from bugs, defects, errors or outages; or
      3. that any Farm Data or other Content generated or accessible via the Services will be accurate, adequate or complete. In particular, we are not responsible for:
         
         1. your use of or reliance on any Farm Data; or
            
         2. any inability or failure on your part to provide any Rural Professional Services as a result of any inaccuracy, inadequacy or failure affecting the Services or any Farm Data.
   4. Without limiting clauses 7.2 or 7.3, you acknowledge and agree that:
      
      1. the operation and availability of the systems and networks used by you to access and use the Services, such as computer systems and the Internet, may be unpredictable and prevent access to or use of the Services; and
      2. there may be occasions where some or all of the Services are unavailable, for example to permit maintenance, or due to unexpected or uncontrollable outages. We will use reasonable endeavours to notify users of the Services in advance of any significant planned outages affecting the Services.
   5. 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 Services or Farm Data, will not in any circumstances exceed NZ$100.
   6. 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 your accessing or use of the Services or Farm Data, or under these Conditions, even if we had been advised of the possibility of such loss, damage, cost or expense, and even if such loss, damage, cost or expense was reasonably forseeable by us.
   7. 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.
8. General
   
   1. You must not:
      1. issue any media or press release about the Services or any Farm Data; or
      2. publish any article or report relating or referring to the Services or any Farm Data, or containing any analyses or insights obtained through the use of the Farm Data, unless we have approved in writing the scope and wording of any such release, article or report.
   2. We will not be liable for any failure to provide or make available the Services due to an event of Force Majeure. For the purposes of this clause 8.2, 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.
   3. 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.
   4. You may not assign, transfer or sub-contract any of your rights or obligations under this Policy, without first obtaining our written consent.
   5. 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 by email, and/or by requiring you to “click to accept” the amended Policy when you next seek to access the Services. If you do not agree to an amendment to this Policy, you should cease to access and use the Services. If you continue to access and use the 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.
   6. 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.