The term of this Agreement commences on the Signature Date and continues in full force and effect, until terminated in accordance with its terms.

Halter shall, during the Term, provide or make available the Services and make available the Hardware and Documentation to the Customer on and subject to the terms of this Agreement.

Halter shall use commercially reasonable endeavours to ensure that the Services are made available 24 hours a day, seven days a week.

Halter will, as part of the Services, provide the Customer with Halter’s standard customer support services during Normal Business Hours.

In the course of providing or making available the Services, members of the Halter Group may collect, use and disclose technical information about the devices on which you access or use the Services and your related software, hardware and peripherals in order to improve our products and to provide or make available the Services to you.

Halter will provide to the Customer the Hardware specified in the Sales and Services Agreement.

Halter will provide the Fixed Collars specified in the Sales and Services Agreement. Halter may also provide the Customer with Advanced Replacement Collars on the following basis:

1. For Advanced Replacement Collars:
   
   1. Halter may provide the Customer with Advanced Replacement Collars in addition to the Fixed Collars.
   2. The Customer agrees to only use Advanced Replacement Collars in the following circumstances:
      1. in replacement of a defective active Collar; and
      2. where the defective active Collar has been, or will promptly be, returned to Halter in accordance with the Hardware Warranty and RMA Policy.
   3. An Advanced Replacement Collar used to replace a Fixed Collar will become a Fixed Collar. Subscription Fees will apply to each such Collar used, in accordance with clause 9.
   4. When an Advanced Replacement Collar is used by a Customer, Halter will maintain the number of Advanced Replacement Collars available to the Customer to be consistent with the number of Advanced Replacement Collars initially provided by Halter to the Customer, by providing a replacement Advanced Replacement Collar in accordance with the Hardware Warranty and RMA Policy.
   5. Title in any Collar that is returned to Halter by the Customer under the Hardware Warranty and RMA Policy will transition to Halter from the Customer upon delivery of the Collar to Halter.

Halter reserves the right to audit the number of Advanced Replacement Collars held or used by the Customer upon providing written notice. Where the numbers held or used by the Customer are in excess of those agreed between the parties, the Customer will be liable for the payment of additional charges to be communicated by Halter.

Under this Agreement, the Customer will have a non-exclusive, non-sublicensable (other than to the Customer’s own service providers in connection with providing services to the Customer), non-transferable right to permit the Authorized Users to use and access the Services and Hardware during the Term solely for the Customer’s internal business operations.

The Customer may, from time to time during the Term, set up additional Authorized Users or remove Authorized Users, and Halter shall make available or restrict access (as applicable) to the Services, Hardware and the Documentation to such additional Authorized Users in accordance with the provisions of this Agreement.

The Services will include the SaaS Services. The SaaS Services will be provided or made available on the following terms and conditions;

1. the SaaS Services will be provided to the Customer’s Authorized Users by Halter, subject to the SaaS Usage Policy;
   
2. during the Term, Halter will provide the Customer’s Authorized Users with access to the SaaS Services, so long as the Customer continues to comply with its obligations under this Agreement, and subject to its Authorized Users complying with the SaaS Usage Policy;
3. before an Authorized User first uses or accesses the SaaS Services, that Authorized User must agree with Halter to be bound by the SaaS Usage Policy. That agreement to be bound will be by way of a “click to accept” or similar means. If an Authorized User does not agree with Halter to be bound by the SaaS Usage Policy, that Authorized User will have no right to use or access the SaaS Services;
4. the Customer will be legally responsible for any use or accessing of the SaaS Services by its Authorized Users, and for any breach of the SaaS Usage Policy by any of its Authorized Users. Any such breach will be regarded as a breach by the Customer of this Agreement; and
5. during the Term, Halter may also from time to time at the Customer’s request provide the SaaS Services to one or more Rural Professionals, to enable such Rural Professionals to provide rural professional services to that Customer. Any provision of the SaaS Services to a Rural Professional will be subject to that Rural Professional agreeing with Halter to be bound by the terms and conditions in effect at the applicable time on which Halter makes the SaaS Services available to Rural Professionals (Rural Professionals Terms and Conditions).

The Customer shall not:

1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
   
   1. and except to the extent expressly permitted under the SaaS Usage Policy or otherwise under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Hardware, Documentation or any content made available through the SaaS Services in any form or media or by any means; or
   2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any software provided or made available as part of the SaaS Services;
2. access the Services, Hardware or Documentation in order to build a product or service which competes with the Services and/or the Documentation;
3. use or access the Services, Hardware or Documentation to provide services to third parties;
4. subject to clause 19.4, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Hardware or Documentation available to any third party except the Authorized Users; or
5. attempt to obtain, or assist third parties in obtaining, access to the Services, Hardware or Documentation, other than as expressly permitted in this Agreement.

The Customer shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services, Hardware and the Documentation and, in the event of any such unauthorized access or use, promptly notify Halter.

Halter undertakes that the Services will be performed or made available substantially in accordance with the Documentation and with reasonable skill and care.

Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of or access to the Services contrary to Halter’s instructions or the SaaS Usage Policy, or modification or alteration of the Services by any party not in the Halter Group or the Halter Group’s duly authorized contractors or agents.

If the Services do not conform with the undertaking in clause 5.1, Halter will, at its expense, use all reasonable commercial endeavours to correct or arrange for the correction of any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. To the extent permitted by law, such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of clause 5.1.

Notwithstanding the foregoing clauses, Halter Group:

1. does not warrant that the Customer’s use or accessing of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This Agreement shall not prevent any Halter Group member from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

Halter warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

provide Halter with:

1. all necessary co-operation in relation to this Agreement; and
2. all necessary access to such information as may be required by Halter,

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in order to render or make available the Services, including but not limited to physical access to the Customer’s property and associated buildings, Customer Data, security access information and configuration services;

comply with all applicable laws and regulations with respect to its activities under this Agreement, including but not limited to the Clean Water Act, Clean Air Act, Animal Welfare Act, and Occupational Safety and Health Act (including but not limited to, ensuring, so far as is reasonably practicable, the health and safety of Halter Group employees, contractors, and agents);

carry out all other Customer responsibilities and obligations set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Halter may adjust any agreed timetable or delivery schedule as reasonably necessary;

ensure that the Authorized Users use or access the Services, Hardware and the Documentation in accordance with the terms and conditions of this Agreement and the SaaS Usage Policy and shall be responsible for any Authorized User’s breach of this Agreement or the SaaS Usage Policy;

obtain and maintain all necessary licences, consents, and permissions necessary for Halter, its contractors and agents to perform their obligations under this Agreement;

maintain physical fencing around the legal boundaries of the premises at which the Services and Hardware are used or accessed by the Customer;

use or access the Services and Hardware only on the Customer’s own property, or with the express written permission of the property owner;

not use, or threaten to use, the Collars or the Services on any person, or any animal other than cattle;

install all relevant Hardware in accordance with the Installation Plan, and once installed, the Customer must not move the relevant Hardware (including Towers) without written consent from Halter;

use reasonable endeavours to take care of the Hardware and protect them from damage and theft, and notify Halter of any faults with any Hardware;

pay Halter the Internet Fees. The Customer acknowledges that:

1. successful operation of, and access to, the Services requires an Internet connection for the Towers and the Customer’s own devices;
2. Halter will procure Internet connectivity for the Customer’s use of or access to the Services from an Internet service provider on behalf of the Customer as its agent. Halter does not supply Internet connectivity to the Customer and is not responsible for the performance of that Internet connectivity; and
3. the Internet Fees apply in respect of Internet connectivity procured by Halter for the Customer’s use of or access to the Services, and Halter is not liable for any loss or damage arising from or in connection with the use of that internet connection;

use the Internet connectivity procured by Halter solely for the purpose of the Customer’s use of or access to the Services, in accordance with all relevant law and all terms of use imposed by the underlying Internet service provider;

cooperate with, and meet any reasonable request of, Halter for the purpose of maintenance or improvement of the Internet connectivity procured by Halter for the Customer’s use of or access to the Services;

at all times act in accordance with other written policies governing use of the Services or Hardware, as made available by Halter, which may be amended from time to time by Halter in its sole discretion;

ensure, so far as is reasonably practicable, that Halter Group employees, contractors, and agents are treated with dignity and respect at all times during Halter’s provision of or making available the Services. Any breach of this clause 6.15 is a material breach for the purposes of clause 15.6(a); and

represent and warrant that it has all necessary rights, power and authority to enter into this Agreement, and to perform its obligations under this Agreement.

The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

Halter shall ensure that its archiving procedures for Customer Data are followed. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Halter to use reasonable commercial endeavours to arrange for the restoration of the lost or damaged Customer Data from the latest back-up available. Halter shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

All Animal Data collected or generated through the Customer’s use and accessing of the Services and all other data utilized or generated by the Services (other than Customer Data), will be the property of Halter or its other Halter Group members. The Customer will have no right to access or use any Animal Data (other than Customer Data), except to the extent such Animal Data is made available to the Customer via the Services.

In the course of the Services being provided or made available, members of the Halter Group will collect, use, process and transfer Personal Information (as that term is defined under applicable U.S. privacy laws) about the Customer or any Authorized User, as well as Customer Data, Animal Data and other data. Halter shall, in providing or making available the Services, ensure that members of the Halter Group comply with the Halter Group Privacy Policy relating to the collection, use, processing and transfer of any Personal Information, Customer Data, Animal Data, and other data. The Halter Group Privacy Policy is available at Halter’s website, and may be amended from time to time by the Halter Group in its sole discretion. By entering into this Agreement, the Customer hereby consents to the collection, use, processing and transfer by Halter and other Halter Group members of Personal Information, Customer Data, Animal Data and other data in accordance with the Halter Group Privacy Policy.

The Customer shall ensure that the Customer is entitled to use and upload the relevant Customer Data so that members of the Halter Group may lawfully store, use, process and transfer the Customer Data in accordance with this Agreement and the Halter Group’s Privacy Policy on the Customer’s behalf.

The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such collection, use, processing, and transfer as required by all applicable legislation.

The Halter Group may access, store, use, adapt, modify, analyse and disclose the Customer Data in order to provide or market the Services, improve the way that the Services are provided, for any other purposes in connection with the Halter Group ’s commercial operations or in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time, provided that where the Halter Group discloses the Customer Data, it may only do so where the Customer Data is disclosed on an aggregated basis such that the identity of the Customer cannot be determined or in accordance with clause 11. This clause 7.7 survives the termination of this Agreement.

Each party shall take appropriate technical and organisational measures against unauthorized or unlawful processing of Customer Data or its accidental loss, destruction or damage.

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.

Halter does not endorse or approve, and makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.

Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, not Halter, and Halter recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.

The Customer shall pay the Fees to Halter for the Services in accordance with the Agreement. A Subscription Fee will be charged for each Fixed Collar purchased by the Customer. A non-recurring Tower Fee may be charged for each Tower purchased by the Customer.

If the Customer upgrades to Additional Features in accordance with clause 11, for Invoicing Periods greater than one month, Halter will issue an updated invoice for the additional Subscription Fees through to the end of the remaining Invoicing Period. For Invoicing Periods of one month or less, the additional Subscription Fees will commence at the start of the next Invoicing Period.

On the Signature Date, and promptly thereafter upon any changes, the Customer shall provide to Halter approved purchase order information acceptable to Halter and any other relevant valid, up-to-date and complete contact and billing details, and submit a valid direct debit mandate (if applicable).

Halter shall invoice the Customer:

1. on or about the Subscription Commencement Date for the Subscription Fees and Internet Fees payable in respect of the first Invoicing Period; and
2. subject to clause 15, on the last day of an Invoicing Period for the Subscription Fees and Internet Fees payable in respect of the next Invoicing Period; and
3. on or after the Subscription Commencement Date for other Fees, including Tower Fees, as set out in the Sales and Services Agreement.

The due date for payment of an invoice is 20 days following the invoice being issued. For Invoicing Periods of one month or less, payments for Subscription Fees will be collected by direct debit on their due date. Any payments made by credit card will be subject to a surcharge of up to 3% per transaction.

If Halter has not received payment within 20 days of an invoice being issued, and without prejudice to any other rights and remedies of Halter:

1. Halter may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Halter shall be under no obligation to provide or make available any or all of the Services while the invoice(s) concerned remain unpaid;
2. interest shall accrue on such due amounts equal to the lower of (a) 1.5% per month and (b) the highest amounts permitted under applicable laws, calculated from the date the relevant invoice was due and continuing until fully paid, whether before or after judgement; and
3. Halter will not be required to supply or make available any of the Services on credit, and may (without limiting Halter’s rights under clause 10.10(a)) elect to supply or make available only Services that have been prepaid by the Customer.

All amounts and fees stated or referred to in this Agreement:

1. shall be payable in United States Dollars;
2. are, subject to the Halter Hardware Warranty, non-cancellable and non-refundable; and
3. are exclusive of any applicable taxes, including any applicable sales tax, goods and services tax or value added tax, which shall be added to Halter’s invoice(s) at the appropriate rate.

Subject to clause 18, Halter shall be entitled to increase or decrease the Subscription Fees at any time, with any change to apply at the start of the next Renewal Term and the Sales and Services Agreement shall be deemed to have been amended accordingly.

For so long as the Customer maintains an active subscription for the Services under this Agreement, Halter will provide or make available any updates to the Hardware to ensure that the Customer receives, or is capable of receiving, the latest service offerings from Halter.

If the Customer requests additional Services (including Services at a different location), or new hardware or services released by Halter, additional Fees will apply. The provision or making available of additional Services will require a Change Order. Additional Towers will be subject to additional Tower Fees.

Any features which do not form part of the Package, whether released before or after the Signature Date, are Additional Features. Halter may agree to provide or make available Additional Features; these will be subject to Halter and the Customer agreeing changes to the Subscription Fees.

Increased Subscription Fees agreed for providing or making available Additional Features will be co-terminus with the term of Customer’s existing Package.

The Customer may request Subscription Services at a different location (whether in respect of the same or different herd of cattle). That location may be in addition to the original location, a temporary or seasonal replacement for the original location (e.g., a wintering location) or a permanent replacement (e.g., where the Customer is a contract milker or sharemilker and is moving farms, or the Customer is an owner-operator and has purchased a new farm). The Customer will use all reasonable endeavours to give Halter as much advance notice of such a request as reasonably practicable. Following such a request:

1. Halter may, but is not bound to, meet the Customer’s request;
2. unless agreed otherwise (e.g. because the Subscription Services are continuing at the original farm), the Customer shall be solely responsible for deinstalling and removing from the original farm all Collars no longer required for the Subscription Services at that farm, and for transferring the Collars to the new location;
3. prior to deinstalling and removing any Hardware from the Customer’s farm, the Customer must follow all instructions provided by Halter;
4. the Customer must not install Hardware at the new location until Halter has completed the Core Deployment Services at the new location;
5. the Customer shall be solely responsible for any damage or loss to property arising from any act or omission of the Customer (or any employee of the Customer or any person authorized by the Customer) in connection with the removal or de-installation from the original farm of all Collars or Hardware;
6. Halter will cease providing or making available the Subscription Services during the transferral of the Hardware to the new location by the Customer;
7. the Subscription Services will not be available at the new location until the Core Deployment Services have been completed;
8. the performance of the Core Deployment Services at the new location may be subject to delay. The timing of those Core Deployment Services is subject to the discretion of Halter, who may take into account matters such as its commitments to other customers and other commercial, operational or technical factors affecting its business. Subscription Fees will continue to be payable notwithstanding any delay; and
9. in accordance with clause 13.4(a), Halter is not liable to the Customer for any loss or damage suffered by the Customer arising from or in connection with any delay in the performance of the Core Deployment Services or the commencement of Subscription Services at the new location.

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Except as expressly provided in this Agreement, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than:

1. the implementation of this Agreement;
2. in Halter’s case, to develop its understanding of customer preferences and interests in the Services;
3. in Halter’s case, for internal research, development and optimisation of the Services;
4. in Halter’s case, for marketing or promotional purposes, provided that the Customer’s Confidential Information has been sanitized to remove any distinguishable/identifiable features; or
5. in accordance with clause 11.3.

A party’s Confidential Information does not include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party’s lawful possession before the disclosure; or

1. is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

A party may disclose the other Party’s Confidential Information where:

1. disclosure is required bylaw, necessary to comply with the listing rules of any recognized stock exchange,or has been voluntarily requested by a governmental or regulatory agency; or
2. disclosure is necessary to obtain the benefits of, and fulfil obligations under, this Agreement; or
3. that information already is, or becomes, public knowledge other than as a result of a breach of clause11.1 by that party; or
4. disclosure is made to a bona fide financier or potential financier of that party, or to a bona fide purchaser or potential purchaser of all or part of the business of, or the shares in, that party, so long as:
   1. that party has notified the other party of the proposed disclosure; and the person to which
   2. disclosure is to be made has entered into a confidentiality agreement in a form reasonably acceptable to the other party; or
5. disclosure is made to al awyer or accountant for that party.

The Halter Group may use the Customer’s name, general address, images and description of the Services (unless commercially sensitive) for marketing and publicity purposes.

The Customer must not make any public statements, including statements and comments via news media and social media, disparaging the Services, the Hardware or Halter more generally without Halter’s prior written consent.

Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Halter’s Confidential Information.

Without limiting Halter’s rights under clause 8.7, Halter acknowledges that the Customer Data is the Confidential Information of the Customer.

This clause 11 shall survive termination of this Agreement, however arising.

The Customer acknowledges and agrees that all existing and future intellectual property rights in the Services, the Hardware and the Documentation are owned by members of the Halter Group or their licensors. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Collars or the Documentation.

The Customer owns the physical title to the Hardware that the Customer has purchased or otherwise acquired under the terms of this Agreement, subject to clause 5.2(a)(v). Title and risk for the Hardware passes to Customer at the point at which the Hardware leaves Halter’s premises.

Halter confirms that it has all the rights in relation to the Services, the Hardware and the Documentation that are necessary to enable it to perform its obligations under, and in accordance with, the terms of this Agreement.

Halter provides a Hardware warranty as set out in the Hardware Warranty and RMA Policy.

This clause 13 sets out the entire financial liability of Halter (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

1. any claims relating to this Agreement;
2. any use made or accessing by the Customer of the Services, Collars and Documentation or any part of them; and
3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

Except as expressly and specifically provided in this Agreement:

1. the Customer assumes sole responsibility for results obtained from the use or accessing of the Services and the Documentation by the Customer, and for conclusions drawn from such use or accessing. Halter shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Halter by the Customer in connection with the Services, or any actions taken by Halter at the Customer’s direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
3. the Services and the Documentation are provided or made available to the Customer on an “as is” basis.

Nothing in this Agreement excludes the liability of any Halter Group member in connection with fraud or fraudulent misrepresentation.

Subject to clause 13.2 and clause 13.3:

1. The Halter Group shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, statutory penalties or enforcement remedies, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement; and
2. The Halter Group’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.

The Halter Group will not be liable for issues outside its control (e.g. Customer losses from telecommunications outages, bad weather, unauthorized access to data such as hacking).

The Halter Group may be liable for physical damage caused by the gross negligence or willful misconduct of Halter Group personnel while on property, but is not liable for physical damage suffered by the Customer or any other person due to the operation of the Services or Collars.

In no event shall the Halter Group, its employees, agents and sub-contractors be liable to the Customer to the extent that liability arises from, or in connection with:

1. a modification of the Services, Collars or Documentation by anyone other than Halter or a member of the Halter Group;
2. the Customer’s use or accessing of the Services, Collars or Documentation in a manner contrary to the instructions given to the Customer by the Halter Group; or
3. the Customer’s use or accessing of the Services, Collars or Documentation in a way contrary to any notice or instructions from the Halter Group or any appropriate authority.

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The foregoing limitations shall apply to the maximum extent permitted by law. The parties acknowledge and agree that they are contracting for business purposes and that this clause 13 is fair and reasonable in the context of their commercial relationship.

The Customer shall defend, indemnify and hold harmless the Halter Group and its employees, contractors, representatives, and agents against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use or accessing of the Services, Hardware, Documentation or Internet connectivity procured by the Halter Group, provided that:

1. the foregoing excludes any claims to the extent arising from the Halter Group’s gross negligence, willful misconduct or fraud.
2. the Customer is given prompt notice of any such claim;
3. Halter provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer’s expense; and
4. the Customer is given sole authority to defend or settle the claim (provided that the Customer may not settle any claim or admit any fault or liability on behalf of any Halter Group member without Halter’s prior written consent).

This Agreement shall, unless otherwise terminated in accordance with its terms, commence on the Signature Date and continue until the expiry of the Initial Term. Once the Initial Term expires:

1. Halter and the Customer may agree to a new fixed renewal term, for a minimum of 24 months, in which case a Change Order will be required (Committed Renewal Term); or
2. if no agreement is reached under clause 15.1(a) by the expiration of the Initial Term this Agreement shall (unless otherwise terminated) be automatically renewed for a period equal to the Initial Term. Subject to clauses 9.8 and 18, the Agreement shall continue on the same terms as specified in the Sales and Services Agreement (an Automatic Renewal Term).

If a Renewal Term applies, once the Renewal Term expires clause 15.1 will apply as if references in that clause to “Initial Term” were instead references to the expiring Renewal Term.

This Agreement shall be terminated where:

1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or Renewal Term (as applicable), in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term; or
2. the Agreement is otherwise terminated in accordance with the provisions of this Agreement.

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This Agreement cannot be cancelled for convenience except inaccordance with this clause 15.3.

Halter may suspend, deactivate or restrict access to the Services at any time if Halter considers, acting reasonably, that the Customer has committed, or is likely to commit, a material breach of any of the terms of this Agreement or the SaaS Usage Policy. In such event, Halter may also suspend, deactivate or restrict access to the SaaS Services.

Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

1. the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;
3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors;
4. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets;
5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
6. the other party ceases, or threatens to cease, to trade.

On termination of this Agreement for any reason:

1. members of the Halter Group may, in their sole discretion, retain and not destroy or otherwise dispose of any of the Customer Data in their possession after the effective date of the termination of this Agreement, in order to facilitate the Customer’s ability to re-subscribe;
2. Halter will no longer make the SaaS Services available, and Halter will restrict the provision of all other Services to the Hardware owned by the Customer;
3. the Customer shall have no right to access the Services after the effective date of the termination of this Agreement, except that the Customer may request (and Halter may, at its discretion grant or make available) access for a limited time for the purpose of backing up or exporting the Customer Data;
4. the Customer must cease using the Hardware and either (as instructed by Halter):
   1. return the Hardware to Halter for proper disposal and recycling, with delivery to Halter being at Halter’s cost; or
   2. dispose of the Hardware in a manner that is consistent with disposal practices advised by Halter to the Customer; and
5. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

The Halter Group shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Halter or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

Where an event listed in clause 16.1 occurs that prevents Halter from performing its obligations under this Agreement, Halter will notify the Customer and provide an estimated duration until Halter will be able to continue performance of its obligations.

Unless agreed otherwise in writing, the Customer must maintain or cause to be maintained adequate liability insurance in respect of potential liability in connection with this Agreement. Such liability insurance must also exceed any minimum requirements specified in this Agreement (if any). The Customer must comply with those insurance policies at all times.

Halter may, without any liability to the Customer, modify this Agreement (other than with respect to amount of Fees, which are instead covered by clause 9.8) on immediate written notice at any time. That written notice may be by publishing the modified version of this Agreement on Halter’s website.

The Customer’s continued use and accessing of the Services following notice of any modifications to this Agreement will be deemed acceptance of any such modifications. Without limiting the Customer’s right to terminate this Agreement under clause 15, if the Customer does not accept and abide by this Agreement, including any modifications, the Customer may not use or access the Services.

Without limiting clauses 18.1 and 18.2, changes in respect of the components of this Agreement set out in the Sales and Services Agreement may be mutually agreed by signing an amended version of the Sales and Services Agreement (Change Order). Either party may request a Change Order. However, the Change Order will only be effective upon mutual agreement of the parties from the last date of signature of the Change Order.

Waiver: A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

Severability: If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties

Entire agreement: This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

Assignment: The Customer shall not, without the prior written consent of Halter, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Halter may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

Dispute resolution:

1. Any disputes shall initially be subject to informal dispute resolution between Halter and the Customer through their respective ordinary business contacts.
2. If dispute resolution under clause 19.5(a) has not resolved the dispute within 30 days of either party first raising the dispute, then either party may require that the parties make available senior management to attempt a resolution of the dispute in good faith.
3. If dispute resolution under clause 19.5(b) has not resolved the dispute within 30 days of the first meeting of senior management, the parties agree to resolve all disputes through binding arbitration to be conducted in Wilmington, DE by a mutually agreed upon arbitrator in accordance with the JAMS Streamlined Arbitration Rules.
4. No party may commence any court proceedings in relation to a dispute, except to seek urgent injunctive relief or (in the case of Halter) to seek enforcement of any unpaid debt or any security interest.

No partnership: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third party rights: This Agreement is not intended to create any obligation enforceable by any person who is not a party to this Agreement. No person or entity who is not a party to this Agreement shall have any rights to enforce any term of this Agreement.

Notices: Any notice required to be given under this Agreement must be in writing by e-mail and will be deemed to have been given on transmission. Notices to Halter must be sent to halter-usa@halterhq.com or to any other email address notified from Halter to the Customer for that purpose. Notices to the Customer will be sent to the email address the Customer provided when setting up access to the Services.

Governing law and jurisdiction: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of the State of Delaware. The parties irrevocably agree that state and federal courts located in Wilmington, DE have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

The definitions and rules of interpretation in this clause apply in this Agreement.
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Additional Features means any features or Services that do not form part of the Package.
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Advanced Replacement Collars means the additional Collars provided to the Customer for the purpose of replacing defective Collars.
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Affiliates means an entity that is directly or indirectly owned, operated, or controlled by another entity.
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Animal Data means data collected from Collars, or generated by the Halter Group from the analysis of data collected from Collars. It may include data about the location, movement, rumination, reproduction, grazing and other activities of animals, as well as farm data collected or generated by Halter relating to farm variables, such as aerial imagery, maps and pasture data.
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Annual Contract Value means the total value of fees due to be paid by the Customer to Halter for all Services and Hardware during a twelve (12) month period.
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Authorized Users means those employees, agents and independent contractors of the Customer (excluding Rural Professionals) who are authorized by the Customer to use or access the Services, Hardware and the Documentation, as further described in clause 1.
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Automatic Renewal Term has the meaning given in clause 15.1(b).
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Business Day means any day which is not a Saturday, Sunday or federal holiday in the United States.
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Change Order has the meaning given in clause 18.3.
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Collars means the collars supplied by Halter under this Agreement for use on the Customer’s cattle.
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Committed Renewal Term has the meaning given in clause 15.1(a).
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Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.
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Core Deployment Services means the services described as such in Schedule 1 to the Sales and Services Agreement.
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Customer means the person named as such in the Sales and Services Agreement.
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Customer Data means the data inputted by the Customer, Authorized Users, or any member of the Halter Group on the Customer’s behalf for the purpose of using or accessing the Services or facilitating the Customer’s use or accessing of the Services. It excludes Animal Data.  
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Documentation means the document which may be made available to the Customer by Halter from time to time, which sets out a description of the Services and the user instructions for the Services.
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Fees means all fees payable by the Customer to Halter under this Agreement as varied by Halter in accordance with the terms of this Agreement or by agreement of the parties from time to time.
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Fixed Collars means the Collars supplied by Halter to the Customer as specified in the Sales and Services Agreement, excluding Advanced Replacement Collars used to replace a Fixed Collar.
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Halter, we, our or similar terms means Halter USA LLC, a Delaware limited liability company.
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Halter Group means Halter and its Affiliates.
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Hardware means Collars, Towers and any other equipment provided by Halter to the Customer under or in connection with this Agreement.
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Hardware Warranty and RMA Policy means the warranty provided by Halter to the Customer, which forms part of this Agreement.
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Initial Term means the period commencing on the Subscription Commencement Date and continuing for the initial term period as set forth in the Sales and Services Agreement.
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Installation Plan means the plan which Halter will provide to the Customer for the installation of the Hardware following the signing of this Agreement.
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Internet Fee means the subscription fees payable by the Customer to Halter for Internet connectivity, as set out in the Sales and Services Agreement.
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Invoicing Period means the frequency by which Halter will invoice the Customer for the Subscription Fees (e.g. each month, each year, etc.), as specified in the Sales and Services Agreement.
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Normal Business Hours means the time commencing at 9am and ending at 5pm (Pacific time) on a Business Day.

Package means the Services within the package specified in the Sales and Services Agreement as being applicable to the Customer, where the Services within each package are listed on Halter’s website or are otherwise notified by Halter from time to time.
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Provisioned means the installation and calibration of a Collar, such that the Subscription Services are able to be provided or made available by Halter via the Collar. Provisioning will, unless otherwise agreed, be done by the Customer.
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Renewal Term means an Automatic Renewal Term or a Committed Renewal Term.
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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.
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SaaS Services means the online services made available by Halter as part of the Package and which Authorized Users and Rural Professionals can access via web applications or using mobile devices.
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SaaS Usage Policy means the terms and conditions from time to time on which Halter makes available the SaaS Services to Authorized Users. A copy of the SaaS Usage Policy as at the Signature Date is attached to this Agreement.  
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Sales and Services Agreement means the agreement which outlines the Hardware and Services to be provided or made available, which forms part of this Agreement and takes precedence over these Terms of Service to the extent of any inconsistency.
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Services means:

1. he Core Deployment Services;
2. the Subscription Services; and
3. any associated services such as training and technical assistance which Halter elects to provide.

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Signature Date means the date that the Sales and Services Agreement has been executed by Customer and Halter.
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Subscription Commencement Date means the date on which Halter begins to provide or make available the Subscription Services to the Customer.
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Subscription Fee means the subscription fees payable by the Customer to Halter for the Subscription Services, as set out in the Sales and Services Agreement.
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Subscription Services means:

1. the SaaS Services; and
2. the other services described in the Sales and Services Agreement, other than Core Deployment Services.

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Term means the Initial Term and any Renewal Term.
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Terms of Service means this document.
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Tower means the long-range radio (LoRa) wave frequency tower and/or gateway supplied by Halter under this Agreement for use at the Customer’s location.

Clause and schedule headings shall not affect the interpretation of this Agreement.

References to clauses and schedules are to the clauses and schedules of this Agreement.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Words in the singular shall include the plural and vice versa.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

A reference to writing or written includes emails.

Halter’s Hardware Warranty and RMA Policy is set forth below and is subject to Halter’s Terms of Service. All capitalized terms not defined herein shall have the meaning set forth in the Terms of Service.

Halter stands behind its Hardware. Hardware that requires a valid license to function has a warranty that lasts for as long as you maintain a valid license for such Hardware.

Halter warrants that, during the applicable warranty period, eligible Hardware will not malfunction due to a defect in Hardware materials or workmanship in relation to ordinary use under intended conditions in accordance with the Documentation, subject to the limitations and conditions set forth in the Terms of Service and this Hardware Warranty Policy section of the Hardware Warranty and RMA Policy (Hardware Warranty).

Upon Halter’s approval of a warranty claim provided in accordance with this Hardware Warranty Policy section, Halter will, at its sole discretion, do one of the following: (1) repair the Hardware free of charge, (2) replace the Hardware (with the same Hardware or that of substantially similar functionality) free of charge, or (3) to the extent repairing or replacing the Hardware proves commercially unreasonable, terminate the Customer’s Order Form(s) for the affected Products and provide a Refund for such Products. To the maximum extent permitted by applicable law, the foregoing constitutes the Customer’s sole and exclusive remedy and Halter’s sole and exclusive obligation for any breach of this Hardware Warranty.

This Hardware Warranty only applies to the extent the Customer is up-to-date on its payment obligations. Furthermore, it does not apply (1) to non-Halter branded products or services, even if sold with Halter Products; (2) to consumable parts (including batteries), cosmetic damage, normal wear and tear, or aging; (3) if the defect is not reproducible; (4) to circumstances such as accidental or incidental damage, indirect damage, loss, theft, abuse, misuse, misapplication or unauthorized disassembly of or to the Hardware; (5) if the Hardware has been defaced (e.g., the serial number has been removed); (6) if the Hardware is installed, maintained, operated, stored or used in a way that does not comply with the Terms, Documentation, or other written instructions provided by Halter; (7) if the defect or damage is caused by an improper power supply or the use of third party components, materials, accessories, products and/or software that are not expressly approved or supplied by Halter; (8) if the defect or damage is caused by any attempt to service the Hardware other than by Halter or its representatives; (9) if the defect or damage is caused by the Customer’s or its representative’s negligence, misuse, neglect, intentional acts or omissions, or breach of its obligations under the Terms or this Hardware Warranty and RMA Policy; (10) if the Hardware, its functionalities or its capabilities have been altered, modified, repaired or tested by a party other than Halter or its representatives, and/or without advance written permission of Halter; and (11) if the Hardware is tampered with or otherwise damaged in a way or by events outside of Halter’s control, such as in the event of a car crash, fire, liquid contact, contact with wildlife, natural disaster or other external causes.

To request an RMA under this Hardware Warranty Policy, please contact Halter Customer Support or submit an RMA request through the Hosted Software dashboard. When submitting an RMA request, you will need to provide the following information:

1. Make and model
2. Serial number
3. Shipping address
4. Shipping contact
   

If your RMA request is approved by Halter, Halter will provide you with an RMA number and steps on how to store your collars for collection. Provided that the RMA is covered by this Hardware Warranty Policy, Halter will be responsible for all shipping, delivery and collection costs.

Upon return of any Hardware under a Hardware Warranty claim, Halter may delete all data stored on the Hardware. Before submitting your Hardware Warranty claim and returning your Hardware to us, we therefore recommend that you make a backup copy of the content stored on the device by using the tools available on your Halter Hosted Software dashboard or otherwise. Halter disclaims all liability relating to Customer’s loss of Customer Data or other data in connection with the return of Hardware under this Hardware Warranty Policy.

If you request an RMA and Halter considers, at its sole discretion, that there is no material defect with your Hardware unit, or the defect is found not to be covered by this Hardware Warranty and RMA Policy, Halter reserves the right to charge you, and you agree to pay the fees and costs associated with providing the replacement Hardware unit, and a reasonable service fee.

For the purposes of theseConditions, the following terms have the following meanings:

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Authorized User means an employee, agent or independent contractor of a Halter Customer(excluding any Rural Professional) who is authorized by that Halter Customer toaccess or use the SaaS Services on behalf of that Halter Customer;

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Conditions means these SaaS Usage Policy;

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Content means the information and content that we makeavailable via the SaaS Services;

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Customer Data means the data inputted by the Halter Customer or its Authorized Users, or anymember of the Halter Group on the Halter Customer’s behalf for the purpose of accessing or using theSaaS Services or facilitating the Halter Customer’s accessing or use of the SaaS Services;

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Halter Customer means a person or organisation that has entered into a Sales & ServicesAgreement with a Halter Reseller, under which that Halter Reseller provides ormakes available to that person or organisation certain services and hardware(including the SaaS Services);

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Halter Reseller means any company within the Halter Group that wehave appointed to be a reseller of the SaaS Services;

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Intellectual Property Rights means all industrial and intellectual property rights(including applications for such rights) whether conferred by statute, atcommon law or in equity, including, but not limited to all copyrights andsimilar rights that may subsist in works or other subject matter, rights inrelation to inventions (including all patents and patent applications), rightsin relation to trade secrets and confidential information, rights in relationto designs (whether or not registrable), rights in relation to registered andunregistered trademarks and business names, rights in relation to circuitlayouts, and other rights as defined by Article 2 of the Convention of July1967 establishing the World Intellectual Property Organisation as may existanywhere in the world;

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Rural Professional means a person in the business of providing farm-related services torural clients, such as farm consultancy services, professional or financialservices, or animal health or veterinary services;

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SaaS Servicesmeans the online services, features and functions that we host and makeavailable for access and use by Authorized Users on behalf of Halter Customers,via apps, websites or other means as we may determine from time to time; and

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You or your meansan individual who accesses and uses the SaaS Services as an Authorized User onbehalf of a Halter Customer.

We grant you the non-exclusive right to access and use the SaaS Services as an Authorized User on behalf of a Halter Customer, subject to your compliance with these Conditions.

Your right to access and use the SaaS Services is subject to the following:

1. you may only access and use the SaaS Services while you are an Authorized 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 Authorized 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 SaaS 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 SaaS Services to any other person; and
5. we may suspend or terminate your rights of access and use of the SaaS Services if you breach any of these Conditions, if the applicable Halter Customer is in breach of the Halter Customer Agreement, or in any other circumstances specified in the Customer Agreement.

Your right to access and use the SaaS 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 SaaS Services that you are entitled to access or use as an Authorized User of the Halter Customer.

You are responsible for keeping secret and secure any Authorized 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 Authorized User’s login or account information for the purposes of accessing or using the SaaS Services.

You must immediately notify us of any unauthorized use of your Authorized 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 SaaS Services, including by temporarily suspending or limiting your access to or use of the SaaS Services or resetting your Authorized User password.

To access and use the SaaS 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 SaaS Services, and meet any minimum specifications that may be specified by us from time to time.

These Conditions do not give you any right to access or use the SaaS Services as a Rural Professional for the purpose of providing services to a Halter Customer. Any such right to access or use the SaaS Services must be separately authorized 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 SaaS Services by Rural Professionals.

You must not do any of the following things:

1. use the SaaS 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 SaaS Services in any manner that causes damage or injury to any person or property, facilitates illegal activity, or promotes unlawful violence;
3. use the SaaS Services for the transmission of material that contains software viruses or any other disabling or damaging code;
4. use the SaaS Services in any way that would violate any Intellectual Property Rights of any third party;
5. damage, disable, interfere with or harm the SaaS Services, or any network or system underlying or connected to the SaaS Services, in any way whatsoever;
6. modify, adapt, translate, reverse engineer or decompile any part of the SaaS Services, or any software comprising or underlying the SaaS 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 SaaS Services or Content, except as expressly authorized by us in writing;
8. use or access the SaaS Services in order to build a product or service that competes with the SaaS Services;
9. use or access the SaaS 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.

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If you do any of these things,you will be responsible to us for any losses, damages, costs or expensesincurred or suffered by us as a result.

You acknowledge that:

1. the SaaS Services are of significant commercial value to us and our licensors;
2. legal and beneficial ownership of the SaaS Services, the Content, and all Intellectual Property Rights in or to the SaaS 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 SaaS Services or any Content.
   

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 SaaS 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.
   

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.

In the course ofproviding or making available the SaaS Services we and the Halter Reseller, andother members of the Halter Group, may collect, use, process and transferpersonal information about identifiable individuals, including Authorized Usersand the Halter Customer, as well as other data. This information will becollected, used, processed and transferred in accordance with the Halter Group’sPrivacy Policy. This Privacy Policy is available at www.halterhq.com/privacy-policy or such other website address as may be notified to AuthorizedUsers from time to time, and may be amended from time to time by us in our solediscretion.

By accessing or using the SaaS 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.

We warrant and represent to you that we are entitled to provide the SaaS Services subject to the terms of these Conditions.

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.
   

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 SaaS Services, or about any fitness for a particular purpose or merchantability;
2. that the SaaS Services will be uninterrupted, or free from bugs, defects, errors or outages; or
3. that any Content generated or accessible via the SaaS Services will be accurate or complete.
   

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 SaaS Services, such as computer systems and the Internet, may be unpredictable and prevent access to or use of the SaaS Services; and
2. there may be occasions where some or all of the SaaS Services are unavailable, for example to permit maintenance, or due to unexpected or uncontrollable outages. We will use reasonable endeavours to notify Authorized Users in advance of any significant planned outages affecting the SaaS Services.
   

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 SaaS Services; and
2. any liability arising under a Customer Agreement will be as between the applicable Halter Customer and Halter Reseller.
   

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 SaaS Services, will not in any circumstances exceed in aggregate the greater of (a) five hundred 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.

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,

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arising directly or indirectly from the SaaS Services or 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.

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.

7.1. We will not be liable for any failure to provide or make available the SaaS 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.

These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions and supersede 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.

You may not assign, transfer or sub-contract any of your rights or obligations under these Conditions, without first obtaining our written consent.

We reserve the right to amend these Conditions 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 Conditions when you next seek to access the SaaS Services. If you do not agree to an amendment to these Conditions, you should cease to access and use the SaaS Services. If you continue to access and use the SaaS Services after notification by us or the Halter Reseller 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 authorized representative of us.

These Conditions 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.