PLEASE READ THIS SOFTWARE POLICY CAREFULLY.‍

1. Introduction
   
   1. This Software Policy sets out the terms and conditions on which Halter USA LLC makes available the Software Services and Content to Rural Professionals to provide Rural Professional Services to a Customer.
   2. By clicking “I accept and have read the Software Policy for Rural Professionals” during your sign-in process, you have accepted the Conditions in this policy. If you do not accept this Software Policy, you must not access or use the Software Services and Content.
   3. This Software Policy does not impact any rights or obligations under the Customer Agreement.
2. Definitions
   
   1. Defined terms in this Software Policy for Rural Professionals (Software Policy) take their meaning as defined in the Terms of Service (unless otherwise specified). Halter’s Terms of Service are available on Halter’s website, and may be amended from time to time by us in our sole discretion.
   2. For the purposes of this Software Policy, the following terms have the following meanings:
      
      Conditions means this Software Policy;
      
      Customer means the person or organisation named as such in the Sales and Services Agreement and on whose behalf you are authorised to access and use the Software Services and Content;
      
      Customer Agreement means the agreement between the relevant Halter Contracting Entity and the Customer;
      
      Hexagon Software means the third-party software owned by Leica USA that is incorporated into the Software Services and allows you to download georeferenced, physical world imagery data;
      
      Hexagon Terms means the terms and conditions that govern your right to access and use the Hexagon Software as part of the Software Services and which are set out in Schedule 1 of this Software Policy;
      
      Leica USA means Leica Geosystems Inc., a Delaware corporation with a place of business at 555 North Point Center E, Suite 700, Alpharetta, GA 30076 USA;
      
      New Technologies has the meaning given in clause 5.4;
      
      Permitted Purpose means the purpose of providing Rural Professional Services to a Customer in connection with the Services supplied to that Customer;
      
      Rural Professional Services means agriculture-related services provided to rural clients, such as agricultural consultancy services, professional or financial services, or animal health or veterinary services;
      
      “We”, “our”, “us”, or similar terms means Halter USA LLC; and
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      “You”, “your”, or similar terms means you, in your capacity as a Rural Professional who accesses and uses the Software Services and Content as a provider of Rural Professional Services on behalf of the Customer.
3. Right to access the Software Services and Content
   
   1. We grant you the right to access and use the Software Services and Content as a Rural Professional and for the Permitted Purpose, subject to your compliance with these Conditions.
   2. Your right to access and use the Software Services and Content is subject to the following:
      
      1. you may only access and use the Software Services and Content to the extent necessary for the Permitted Purpose. Any accessing or use of the Services or Farm Data for any other purpose is prohibited;
      2. your rights of access and use in connection with the Services and Content are limited to:
         
         1. the Customer whom you are authorised to access and use the Services and Content on behalf of; and
         2. the deployment location for the Services provided to that Customer, and
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            we will confirm with you the details of the applicable Customer and deployment before we first give you access to the Services and Content;
      3. you must not use any Content obtained in relation to a Customer for the purposes of providing any services:
         
         1. to any person other than the Customer; or
            
         2. in connection with any deployment location other than the Customer’s;
      4. you are not permitted to access or use the Services or Content to:
         
         1. compare the performance of the Customer against that of any other similar operator or business;
         2. compare the performance of the Customer’s deployment location against that of any similar operation or business that is not equipped with the Services;
         3. provide or develop services, products or technologies that may be similar to or compete with the Services; or
         4. provide benchmarking or comparison services in relation to services, products or technologies that may be similar to or compete with the Services;
      5. you must immediately cease all accessing and use of the Software Services and Content if you are no longer engaged by the Customer to provide Rural Professional Services;
      6. you must not provide to any person, or allow any other person to have access to, any Content or Customer Data other than:
         
         1. the applicable Customer or that Customer’s authorised personnel; and
         2. your employees, contractors and personnel who need to have access to the Content or Customer Data for the Permitted Purpose and who are bound by non-use and non-disclosure obligations to you no less restrictive than these Conditions. You will be responsible to us for any accessing or use of the Services or Content by such person as if such accessing or use was your own;
         3. you must not sell any Content, or provide the Content to any person for a fee or other consideration, provided that you may charge fees to the applicable Customer in connection with your provision of Rural Professional Services to that Customer; and
      7. you may not transfer any of your rights of access and use of the Software Services and Content to any other person.
   3. Your ongoing right to access and use the Services and Content is subject to our being satisfied at our sole discretion that your accessing and use of the Services and Content is appropriate and reasonably necessary for the Permitted Purpose. Without notice, we may limit, suspend or terminate your rights of access or use of the Services or Content at any time and for any reason. If we limit, suspend or terminate your rights of access or use of the Services or Content, we will not be required to provide a reason or reestablish your use or access to the Services or Content.
   4. If we terminate your right to access and use the Services and Content, or if you are no longer entitled under these Conditions to access and use the Services and Content, then you must immediately destroy or erase all copies of the Customer Data, Content, which is 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 Software 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 Software Services and Content.
   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 and Content or resetting your password.
   7. To access and use the Software Services and Content, 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 Software Services and Content, and meet the Minimum Device Specifications.
   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 any Halter Group member. You acknowledge that intentionally using outdated or unsupported versions of the Software Services will constitute a breach of this Software Policy.
   9. You must comply with the Hexagon Terms in all respects. If you do not comply with the Hexagon Terms, then in addition to our rights under clause 3.3, you agree that you will be liable to Leica USA for any loss, damage, cost or expense of any kind whatsoever incurred by Leica USA arising directly or indirectly out of your failure to comply with the Hexagon Terms. To the maximum extent permitted by law in accordance with relevant local laws that relate to, replace or amend the contractual doctrine of privity, this clause 3.9 is intended to confer a benefit upon Leica USA as if Leica USA were a party to these Conditions and may be enforced by Leica USA against you.
4. Prohibitions 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 or Content 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 or Content in order to build a product or service that competes with, or is similar to, the Services or any product developed by a Halter Group member or related company;
      9. use or access the Software Services or Content for the purpose of training or creating machine learning algorithms or models to provide services to any person; or
      10. encourage, assist or direct any other person to do any of the things set out in paragraphs (a) to (j) above.
          
          If you do any of the things set out in paragraphs (a) to (j) above, you will be responsible to us for any losses, damages, costs or expenses incurred or suffered by us as a result.
5. Our rights in the Software 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 these Conditions, 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 Permitted Purpose;
      2. compile or extract the Content for the purpose of making such information available to anyone other than the Customer (whether as a directory or otherwise) with a view to a profit or for a fee or other consideration without first obtaining our written consent; or
      3. 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. Nothing in this Software Policy will give you or us any ownership rights in any Customer Data, which will remain the property of the Customer.
   4. You acknowledge and agree that if your accessing and use of the Services or Content results in the creation or development by you or on your behalf of any new or improved products, processes, 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 a Halter Group member may wish to offer to a customer (new or existing). This licence will be non-exclusive, worldwide, perpetual, royalty free, sublicensable and transferable.
6. Provision of Information
   
   1. In consideration for our giving you the right to access and use the Services and Content, 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 Customer, including copies of any reports or analyses of Content provided to that Customer;
      2. details of any New Technologies that have arisen as a result of your accessing and use of the Services or Content; and
      3. a summary of any other insights or discoveries obtained through your use or analysis of any Content.
   2. You will have 30 days from the date of our written request to provide us with any information requested by us under clause 6.1. We will not make a written request under clause 6.1 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 6.1.
   4. We may use and disclose the information you provide to us under clauses 6.1 and 6.3 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.
7. Privacy Policy
   
   1. In the course of providing or making available the Software Services, members of the Halter Group may collect, use, process and transfer personal information about identifiable individuals, customers, and Rural Professionals that we allow to access and use the Services and Content, as well as other data. This information will be collected, used, processed and transferred in accordance with the Halter Group’s Privacy Policy. The Halter Privacy Policy is available at halterhq.com/legal/privacy-policy, or such other website address as may be notified to you 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 and Content, you hereby consent to the collection, use, processing and transfer by members of the Halter Group of personal information and other data in accordance with Halter’s Privacy Policy.
   3. You warrant to us that in connection with your accessing and use of the Services and Content for the Permitted Purpose you will comply at all times with all 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, Content, or Customer Data.
8. Warranties and Liability
   
   1. We warrant and represent to you that we are entitled to provide the Software Services subject to the terms of these Conditions.
   2. You acknowledge that:
      1. in entering into these Conditions, you do not rely on any representation, warranty, term or condition that is not expressly provided in these Conditions; and
      2. all conditions, warranties or other terms implied by statute or common law are excluded from these Conditions, to the fullest extent permitted by law.
   3. Without limiting the scope of clause 8.2 we do not give any warranty, representation or undertaking:
      1. about the efficacy or usefulness of the Software Services or Content, 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;
      3. that any Customer Data or Content generated or accessible via the Software Services will be accurate, adequate or complete. In particular, we are not responsible for:
         1. your use of or reliance on the Software Services, or any Content or Customer Data; or
         2. any inability or failure on your part to provide Rural Professional Services as a result of any inaccuracy, inadequacy or failure affecting the Services, Content, or Customer Data; or
      4. in respect of any third-party software or components incorporated into the Software Services, including the Hexagon Software. Such third-party software is provided subject to the terms and disclaimers of the applicable third-party licensor (and in the case of the Hexagon Software, the Hexagon Terms as set out in Schedule 1).
   4. Without limiting clauses 8.2 or 8.3, 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 you in advance of any significant planned outages affecting the Software 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 these Conditions or relating to the Services or Content, 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 Content, 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 foreseeable by us.
   7. None of the exclusions or limitations set out in these Conditions is intended to limit or exclude any form of liability that cannot be so limited or excluded under applicable law.
9. General
   
   1. Publicity
      
      You must not:
      
      1. issue any media or press release about the Services or any Content; or
      2. publish any article or report relating or referring to the Services or any Content, or containing any analyses or insights obtained through the use of the Content,
         
         unless we have approved in writing the scope and wording of any such release, article or report.
   2. Force Majeure
      
      We will not be liable for any failure to provide or make available the Software Services due to a Force Majeure Event.
   3. Entire Agreement
      
      These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions 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 these Conditions.
   4. Assignment
      
      You may not assign, transfer or sub-contract any of your rights or obligations under these Conditions, without first obtaining our written consent.
   5. Amendment
      
      We reserve the right to amend these Conditions at any time. In the event of an amendment, a Halter Group member will notify you by email, and/or by requiring you to “click to accept” the amended Conditions when you next seek to access the Software Services. If you do not agree to an amendment to these Conditions, you should cease to access and use the Software Services. If you continue to access and use the Software Services after notification by a Halter Group member of an amendment to these Conditions, you will be regarded as having accepted that amendment. No other amendment to these Conditions will be effective unless in writing and signed by an authorised representative of Halter USA LLC.
   6. Governing law and jurisdiction
      
      Except as specified in the Hexagon Terms, the governing law and jurisdiction applicable to these Conditions are as specified in the Sales and Services Agreement for the relevant Halter Contracting Entity.

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Schedule 1 - Hexagon Terms

1. Introduction
   1. This Schedule supplements and is incorporated into the Software Policy to enable Halter USA LLC to provide you with access to the Hexagon Software in accordance with the Hexagon Terms.
   2. To the extent that any of the terms in this Schedule are inconsistent or conflict with the terms of the Software Policy, the terms of this Schedule take precedence.
2. Definitions
   1. Defined terms in this Schedule take their meaning as defined in the Software Policy (unless otherwise specified).
   2. For the purposes of this Schedule, the following terms have the following meanings:
      
      AUP means Leica USA’s acceptable use policy and the latest version posted at hxgncontent.com/global/acceptable-use-policy is incorporated herein by reference;
      
      Confidential Information has the meaning given in clause 4.1;
      
      Disclosing Party has the meaning given in clause 4.1;
      
      Geospatial Data has the meaning given in clause 3.1; and
      
      Receiving Party has the meaning given in clause 4.1.
3. Geospatial Data
   
   1. 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 organisation. You may not copy or distribute the Geospatial Data outside of your organisation, including to affiliates or contractors.
   2. Geospatial Data is not sold to you and no ownership rights are transferred to you. The Geospatial Data is owned by Leica USA or its licensors.
4. Confidentiality
   1. “Confidential Information” means all information disclosed by Leica USA (“Disclosing Party”) to you (“Receiving Party”), whether orally or in writing, that is designated as confidential or that relates to the Software Services, including these Hexagon Terms. Confidential Information excludes any information that:
      1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
      2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
      3. is received from a third party without breach of any obligation owed to the Disclosing Party; or
      4. was independently developed by the Receiving Party.
   2. 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:
      1. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Hexagon Terms; and
      2. except as otherwise authorised 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 Hexagon Terms and who are under confidentiality obligations with the Receiving Party not materially less protective than those herein.
   3. 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 Hexagon Terms.
   4. 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.
5. Restrictions
   1. No part of the Geospatial Data or the Hexagon Software, or any right granted under these Hexagon Terms may be copied (except internally), sold, rented, leased, lent, sub-licensed, disclosed, or transferred to any other person or entity.
      1. 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 authorising you to do so, with the understanding that no such right is granted under these Hexagon Terms.
      2. You have no other rights to the Geospatial Data except as expressly set forth in these Hexagon Terms. Without limiting the foregoing, you may not re-sell or re-distribute or give access to the Geospatial Data as a web service.
      3. 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.
      4. You shall not provide passwords or other log-in information to any third party.
      5. You acknowledge that the Geospatial Data and Hexagon Software contain and embody proprietary materials, valuable data, trade secrets, and copyrights of Leica USA and its licensors and suppliers. Unauthorised reproduction, modification, distribution, or display of the Geospatial Data or the Hexagon Software in whole or in part, and in any manner not expressly authorised in these Hexagon Terms, are prohibited.
      6. You shall keep confidential and use your best efforts to protect the Geospatial Data and the Hexagon Software and prevent their unauthorised disclosure or use. You shall immediately notify Leica USA upon discovering evidence of a current or threatened misuse or unauthorised use or disclosure of the Geospatial Data or Hexagon Software by any party.
      7. 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.
      8. 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 authorised end users.
   2. Without limiting the foregoing, Geospatial Data may not be transferred to any person other than you and other authorised end users.
6. Warranty Disclaimer and Limit of Liability
   1. THE GEOSPATIAL DATA AND THE HEXAGON SOFTWARE ARE PROVIDED “AS IS,” AND LEICA USA 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 USA 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 HEXAGON TERMS IS TO REQUIRE LEICA USA TO REDELIVER THE GEOSPATIAL DATA GIVING RISE TO ANY BREACH OF THESE HEXAGON TERMS OR BREACH OF DUTY. THE AGGREGATE LIABILITY OF LEICA USA FOR ALL OTHER LOSSES, LIABILITIES, CLAIMS, DAMAGES OR ASSESSMENTS, OF ANY KIND OR NATURE, SHALL NOT EXCEED THE FEES PAID BY YOU TO LEICA USA WITH RESPECT TO THE GEOSPATIAL DATA /OR THE SOFTWARE SERVICES AT ISSUE IN ANY DISPUTE OR CLAIM.
   2. 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 USA. You acknowledge and agree that Leica USA has set its prices and entered into these Hexagon 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.
7. Acceptable Use
   1. You shall ensure you comply with the AUP. You may be prompted with review and acceptance of the AUP to gain access to the Hexagon Software. Leica USA 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.
8. Termination
   1. Leica USA may terminate your use and access of the Hexagon Software if you fail to comply with any of these Hexagon Terms. In the event of such termination due to your breach, you must immediately return the applicable Geospatial Data to Leica USA or destroy it and certify this destruction in writing to Leica USA.
9. Indemnity
   1. You agree to defend, indemnify, and hold Leica USA, 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 Hexagon Terms by you.
10. Export
    1. You acknowledge that these Hexagon 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:
       1. 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);
       2. any person on the U.S. Treasury Department’s list of Specially Designated Nationals;
       3. any person or entity on the U.S. Commerce Department’s Table of Denial Orders; or
       4. any person or entity on any EU or Swiss or US Denied Parties Lists; or
       5. 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. Restricted Rights to U.S. Federal Agencies
    1. 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.
12. General
    
    1. Entire Agreement
       
       These Hexagon Terms set forth the complete and exclusive statement of the understanding between the you and Leica USA 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 authorised representative of both parties. If any provision is determined to be invalid or unenforceable, the remaining provisions of these Hexagon Terms shall continue to be valid and enforceable.
    2. Force Majeure
       
       Leica USA will not be held liable or responsible for delay or failure to perform any of such its obligations under these Hexagon 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.
    3. Notices
       
       Notices permitted or required under these Hexagon 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 USA, it shall be directed to:
       
       Attention: Legal Department
       
       Leica Geosystems Inc.
       
       5051 Peachtree Corners Cir., Suite 250
       
       Norcross, GA 30092, U.S.A.
    4. Precedence
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       1. In the event of a conflict or inconsistency in the Acceptable Use Policy and the Hexagon Terms, the following order of precedence shall apply:
          1. Acceptable Use Policy; and
          2. Hexagon Terms.
       2. The English language version of the Hexagon Terms is legally binding in case of any inconsistencies between the English version and any translations.
    5. Governing law and jurisdiction
       
       The interpretation of these Hexagon Terms shall be governed by the law of the state of Georgia, U.S.A., excluding its choice of law principles.
    6. No Joint Venture
       
       The Hexagon Terms shall not create any relationship between you and Leica USA 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.
    7. Assignment
       
       Without the prior written consent of Leica USA, neither the Hexagon 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, the Hexagon Terms will be binding upon you and your successors and assigns.

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