Halter USA LLC.
Software Usage Policy for Rural Professionals

Please read these conditions carefully.
‍

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 organization certain services and hardware (including the Services); and
      2. on whose behalf you are authorized to access and use the Services and Farm Data;
      ‍Halter Farm means a farm or farms utilizing 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 authorized 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 authorized 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 unauthorized 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.
   9. The Services incorporate third-party software owned by Leica Geosystems Inc. (a Delaware corporation with a place of business at 555 North Point Center E, Suite 700, Alpharetta, GA 30076 USA) that is known as Hexagon which allows you to download georeferenced, physical world imagery data. The terms on which you have the right to access and use the Hexagon software as part of the Services are set out in the Schedule (Terms). You must comply with the Terms in all respects. If you do not comply with the Terms, then in addition to our rights under clause 2.2(e), you agree that you will be liable to Leica Geosystems Inc. for any loss, damage, cost or expense of any kind whatsoever incurred by Leica Geosystems Inc. arising directly or indirectly out of your failure to comply with the Terms. This clause 2.9 is intended to confer a benefit upon Leica Geosystems Inc. in accordance with Subpart 1 of Part 2 of the Contract and Commercial Law Act 2017, and may be enforced by Leica Geosystems Inc. against you as if Leica Geosystems Inc. were a party to these Conditions.
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 authorized 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 unauthorized 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 authorized representative of us.
   6. This Policy will be governed by the laws of the State of Delaware, and the parties submit to the non-exclusive jurisdiction of state and federal courts in Wilmington, DE.

‍

‍

SCHEDULE: TERMS GOVERNING USE AND ACCESS OF HEXAGON SOFTWARE

1. Geospatial Data. Use and access of the Hexagon software allows you to download georeferenced, physical world imagery data (Geospatial Data). You may download and use the Geospatial Data for internal purposes within your organization. You may not copy or distribute the Geospatial Data outside of your organization, including to affiliates or contractors.

2. Ownership. Geospatial Data is not sold to you and no ownership rights are transferred to you. The Geospatial Data is owned by Leica Geosystems Inc. or its licensors.

3. Confidentiality. “Confidential Information” means all information disclosed by Leica Geosystems Inc. (“Disclosing Party”) to you (“Receiving Party”), whether orally or in writing, that is designated as confidential or that relates to the Services, including these Terms. Confidential Information excludes any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are under confidentiality obligations with the Receiving Party not materially less protective than those herein. The Receiving Party shall destroy Confidential Information in its possession when called upon to do so. Nothing in this section grants rights to Geospatial Data greater than those set forth in clause 1 of these Terms.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

4. Restrictions. No part of the Geospatial Data or the Hexagon software, or any right granted under these Terms may be copied (except internally), sold, rented, leased, lent, sub-licensed, disclosed, or transferred to any other person or entity. You shall not use any part of the Geospatial Data or the Hexagon software to develop or derive any other product or service for distribution, disclosure, or commercial sale, whether by hardcopy, digital medium or web service, without a license specifically authorizing you to do so, with the understanding that no such right is granted under these Terms. You have no other rights to the Geospatial Data except as expressly set forth in these Terms. Without limiting the foregoing, you may not re-sell or re-distribute or give access to the Geospatial Data as a web service. You may not use the Geospatial Data in connection with a service bureau or for time-sharing purposes or in any other way allow third parties to exploit the Geospatial Data. You shall not provide passwords or other log-in information to any third party. You acknowledge that the Geospatial Data and Hexagon software contain and embody proprietary materials, valuable data, trade secrets, and copyrights of Leica Geosystems Inc. and its licensors and suppliers. Unauthorized reproduction, modification, distribution, or display of the Geospatial Data or the Hexagon software in whole or in part, and in any manner not expressly authorized in these Terms, are prohibited. You shall keep confidential and use your best efforts to protect the Geospatial Data and the Hexagon software and prevent their unauthorized disclosure or use. You shall immediately notify Leica Geosystems Inc. upon discovering evidence of a current or threatened misuse or unauthorized use or disclosure of the Geospatial Data or Hexagon software by any party. You shall not modify, distort, disassemble, decompile or in any way attempt to reverse engineer the Hexagon software or any other software provided as part of the Geospatial Data or the Geospatial Data itself. 

You may not transfer the Geospatial Data to or store the Geospatial Data or grant access to the Hexagon software in any electronic network for use by any person other than you and other authorized end users.  Without limiting the foregoing, Geospatial Data may not be transferred to any person other than you and other authorized end users.

 5. Warranty Disclaimer and Limit of Liability. THE GEOSPATIAL DATA AND THE HEXAGON SOFTWARE ARE PROVIDED “AS IS,” AND LEICA GEOSYSTEMS INC. MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UPTIME, ACCURACY, OR NON-INFRINGEMENT. IN NO EVENT WILL LEICA GEOSYSTEMS INC. AND ITS AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOST DATA. YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY UNDER THESE TERMS IS TO REQUIRE LEICA GEOSYSTEMS INC. TO REDELIVER THE GEOSPATIAL DATA GIVING RISE TO ANY BREACH OF THESE TERMS OR BREACH OF DUTY. THE AGGREGATE LIABILITY OF LEICA GEOSYSTEMS INC. FOR ALL OTHER LOSSES, LIABILITIES, CLAIMS, DAMAGES OR ASSESSMENTS, OF ANY KIND OR NATURE, SHALL NOT EXCEED THE FEES PAID BY YOU TO LEICA GEOSYSTEMS INC. WITH RESPECT TO THE GEOSPATIAL DATA /OR THE SERVICES AT ISSUE IN ANY DISPUTE OR CLAIM.

You agree that the limitations of liability and disclaimers set forth herein will apply regardless of whether you have accepted the Geospatial Data or any other product or service delivered by Leica Geosystems Inc. You acknowledge and agree that Leica Geosystems Inc. has set its prices and entered into these Terms in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

6. Acceptable Use. You shall ensure you comply with the Acceptable Use Policy (“AUP”). The latest version of AUP posted https://hxgncontent.com/global/acceptable-use-policy, is incorporated herein by reference. You may be prompted with review and acceptance of the AUP to gain access to the Hexagon software. Leica Geosystems Inc. reserves the right to change the AUP at any time. Any update to the AUP may require you  to re-accept the modified AUP. Failure to comply with the AUP may result in suspension of the use and access of the Hexagon software. 

7. Term. Hexagon may terminate your use and access of the Hexagon software if you fail to comply with any of these Terms. In the event of such termination due to your breach, you must immediately return the applicable Geospatial Data to Leica Geosystems Inc. or destroy it and certify this destruction in writing to Leica Geosystems Inc. 

8. Complete Agreement. These Terms set forth the complete and exclusive statement of the understanding between the you and Leica Geosystems Inc. with respect to the Geospatial Data and the Hexagon software and may be amended or modified only in a written instrument signed by a duly authorized representative of both parties. If any provision is determined to be invalid or unenforceable, the remaining provisions of these Terms shall continue to be valid and enforceable. 

9. Indemnity. You agree to defend, indemnify, and hold Leica Geosystems Inc., its affiliates, directors, employees, and agents harmless from and against any claim, action, proceeding, loss, cost, expense, damages, and liability, including reasonable legal fees, arising from or related to any breach of these Terms by you.

10. Export. You acknowledge that these Terms and the performance thereof is subject to compliance with any and all applicable Swiss, Canadian, EU and United States laws, regulations, or orders relating to export. You expressly acknowledge and agree that you will not export, re-export, transfer or release the Geospatial Data in whole or in part to (a) any EU, Swiss, Canadian and/ or U.S. embargoed country (or to a national or resident of any EU, Swiss, Canadian and/ or U.S. embargoed country); (b) any person on the U.S. Treasury Department’s list of Specially Designated Nationals; (c) any person or entity on the U.S. Commerce Department’s Table of Denial Orders; or (d) any person or entity on any EU or Swiss or US Denied Parties Lists; or (e) any person or entity where such export, re-export or provision violates any EU or Swiss or Canadian or U.S. export control laws or regulations including, but not limited to, the terms of any export license or licensing provision and any amendments and supplemental additions to EU or Swiss or Canadian or U.S. export laws as they may occur from time to time.

11. Force Majeure. Leica Geosystems Inc. will not be held liable or responsible for delay or failure to perform any of such its obligations under these Terms occasioned by any cause beyond its reasonable control, including but not limited to war; terrorist acts; civil disturbance; fire; flood; earthquake; pandemic, acts or defaults of common carriers; governmental laws, acts, regulations, embargoes or orders; or any other cause, contingency or circumstance not subject to such party's reasonable control. The affected party will resume full performance of interrupted obligations as soon as practicable upon cessation of intervening causes.

12. Notices. Notices permitted or required under these Terms shall be in writing and delivered personally (including courier service), by certified or registered mail, return receipt requested, or by confirmed facsimile transmission. Notices shall be effective upon receipt. If notice is sent to Leica Geosystems Inc., it shall be directed to Leica Geosystems Inc., 5051 Peachtree Corners Cir., Suite 250, Norcross, GA 30092 U.S.A. Attn: Legal Department.

13. Precedence. In the event of a conflict or inconsistency in the Acceptable Use Policy and these Terms, the following order of precedence shall apply: (i) the Acceptable Use Policy and (ii) these Terms. The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations.

14. Governing Law. The interpretation of these Terms shall be governed by the law of the state of Georgia, U.S.A., excluding its choice of law principles.

15. Restricted Rights to U.S. Federal Agencies. As prescribed in FAR 27.409(f), the Geospatial Data is existing data, and is licensed to the U.S. government under clause: 52.227-18 Rights in Data-Existing Works.

16. No Joint Venture. These Terms shall not create any relationship between you and Leica Geosystems Inc. as joint ventures, partners, associates, or principal and agent. Neither party is granted any right of authority and shall not create any obligation or responsibility for or on behalf of the other party. Neither party shall have the authority to bind the other party.

17. Assignment. Without the prior written consent of Leica Geosystems Inc., neither these Terms nor any of the rights granted by them may be assigned or transferred by you. This restriction on assignments or transfers shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. Subject to the preceding sentence, these Terms will be binding upon you and your successors and assigns.

‍