On regular basis online backups are made and can be made available to you to enable you to have access to that information. This service is only available when the information has disappeared from your system due to our actions. In such case, please contact the Distributor.

You hereby allow Nedap to store, process, analyse, use, exchange and share Data and provide Nedap the right, and if applicable a license, to use Data for the following purposes:

• providing you with the Software that Nedap has contractually agreed to supply and keeping this Software fully operational; and/or
• improving existing Software and related Nedap Products and developing new Nedap products and/or other services; and/or
• improving existing Nedap Product(s) and developing new Nedap Products and/or other services in collaboration with a third party or parties under supervision of Nedap, only using anonymized Data; and/or
• connecting to other (e.g. third parties) systems/products for exchanging Data; and/or
• benchmarking Data collected at your farm (and/or processed Data) with other data (and/or processed data) of other companies, only on an anonymous and aggregated level.

Unless Nedap is obliged to disclose the Data collected at your farm due to statutory or regulatory requirements or for improving and/or developing Nedap product(s) and/or other services in collaboration with a third party or parties under supervision of Nedap, no Data will be released to other parties without your prior written consent.

Upon termination of this Agreement and you ceasing use of the Software, Nedap will retain and keep available for you the Customer Data that it has backed up for one month after termination. After that period, Nedap is allowed to delete Customer Data from its systems. Nedap is entitled to retain Client Data for use as described herein.

The software contains a feature to select users you can allow to log on to your system. You select these users at your own choice and risk and you will indemnify and hold Nedap harmless for any damages caused by these users. Nedap will not provide any support or maintenance service(s) to these users. The provisions of the EULA apply.

If use is made of computer, data or telecommunication facilities, including the Internet, you shall be responsible for selecting the correct resources required for this purpose and for ensuring that these are available. Nedap shall under no circumstances be liable for losses or costs arising as a result of transmission errors, breakdowns or the non-availability of these facilities.

1. Completeness and correctness of Client Data. You are responsible for the completeness and correctness of Client Data by manual or automatic gathering and/or entering information into the Software.
2. Nedap Terms and Conditions. The use of the Software is subject to the Nedap Inc. Terms and Conditions, available at Nedap's website http://www.nedap.com/terms-and-conditions and which will be provided to you upon request.
3. Privacy Policy and cookies. When using your account, you provide personal data to Nedap and Nedap uses cookies to collect data. More information regarding Nedap's Privacy Policy or the use of cookies, please consult the Privacy Statement & Fair Use Policy – Nedap.

1. Nedap hereby grants the Customer a non-exclusive and non-transferrable right to use the computer programs owned by or licensed to Nedap and distributed to Customer whether this is on premise installed Software or remote through Nedap Smartsight or other cloud based services offered by Nedap.
2. Except where agreed otherwise in writing, Nedap's obligation to provide and Customer's right of use shall solely extend to the so-called Software object code. Customer's right of use shall not extend to the Software source code. The Software source code and the technical documentation produced during the development of the Software shall not be made available to Customer under any circumstances.
3. Nedap shall not be obliged to provide any Software or program or data libraries other than those agreed, even if these are required for the use and/or maintenance of the Software. If, contrary to the foregoing, Nedap is required to provide Software and/or program or data libraries other than those agreed, Nedap may require Customer to enter into a separate written agreement for this purpose.
4. If applicable, Customer may only use the Software for which Customer has paid a license fee. Such fee can either be charged separately or be incorporated in the price paid for the Software, depending on the arrangements between Customer and the Distributor.
5. With regard to on premise installed Software, Nedap's performance obligations shall not include the maintenance of the Software and/or the provision of support to the users of the Software unless Nedap has entered into a separate written agreement with Customer for this purpose.
6. With regard to Nedap Smartsight, Nedap will ensure maintenance of the Software for the agreed duration of the agreement with Customer, unless communicated otherwise by Nedap.
7. The right of use of the Software shall in all cases be non-exclusive, non-transferable, non-assignable and non-sublicensable.
8. Customer is responsible for the quality, completeness, accuracy, and legality of the Client Data and shall remain the owner of all right title and interest in and to the Customer Data. Customer grants Nedap a limited, royalty-free, non-transferable, non-exclusive license to use the Customer Data for the purpose of meeting its obligations towards Customer, for the purpose of monitoring compliance with this EULA and for statistical purposes, and to permit sub-contractors to do the same, in each case during the term of the EULA. Nedap is entitled to use Customer Data for statistical analyses and to improve the Software. In addition, Nedap is entitled to monitor the use of the Software, on the basis of which it can opt to make recommendations to the Customer.

1. Customer shall strictly observe the restrictions on the right of use of the Software agreed between the parties at all times. Customer is aware that the violation of an agreed restriction on use shall constitute both breach of the contract with Nedap and an infringement of the intellectual property rights in respect of the Software. The agreed restrictions on use are:
   • related to the kind or type of hardware that the Software is designed for;
   • the maximum number of processing units that the Software is designed for;
   • related to specific – referred to by name or job title or otherwise – individuals who may use the Software within Customer's organization;
   • related to the maximum number of users who may use the Software – simultaneously or otherwise – within Customer's organization;
   • related to the location at which the Software may be used;
   • related to specific forms and purposes of use (e.g. commercial use or use for private purposes);
   • not copy any features, functions or graphics of the Software for any purpose other than what is expressly permitted in this EULA;
   • not send, store, or authorize a third party to send or store, spam, unlawful, infringing, obscene or libelous material, or any Harmful Code (as defined below), in, through or with the Software;
   • not attempt to gain unauthorized access to, or disrupt the integrity or performance of any elements of the Software;
   • not use any intellectual property rights contained in or accessible through any elements of the Software for the purpose of building a competitive or similar product or service, or copying its features or user interfaces;
   • not use any elements of the Software for any unlawful or illegal activity;
   • not disclose the login information of any of the user accounts to any third party, unless required by mandatory applicable law, in which case Customer shall notify Nedap thereof as soon as reasonably possible;
   • any other quantitative or qualitative restriction.
2. If applicable, Nedap may require Customer to refrain from using the Software until such time as Customer has requested and obtained one or more codes (passwords, identity codes etc.), required for use, from Nedap, the Distributor, its own supplier, or the Software manufacturer. Nedap shall be entitled to arrange for technical measures to be taken at any time in order to protect the Software against unlawful use and/or against use in a manner or for purposes other than those agreed between the Parties.
3. Under no circumstances shall Customer remove or circumvent technical provisions intended to protect the Software, or arrange for this to be carried out.
4. With regard to on premise installed software, except for embedded software, Customer may make (1) archival copy of the Software provided Customer affixes to such copy all copyright, confidentiality and proprietary notices that appears on the original.
5. Except where agreed otherwise in writing, Customer shall only be permitted to use the Software within and on behalf of its own company or organization and only for the intended use. Except where agreed otherwise in writing, Customer shall not use the Software to process data on behalf of third Parties, e.g. for services such as 'time-sharing', 'application service provision', 'software as a service' and 'outsourcing'.
6. Customer shall not be permitted to sell, rent out, transfer or grant restrictive rights to the Software, the media on which the Software is stored and the certificates of authenticity issued by Nedap on provision of the Software, or to make these available to third Parties in any way or for any purpose and/or create derivative works of the Software.
7. Customer shall also refrain from granting third parties access – remote or otherwise – to the Software or providing the Software to a third party for the purpose of hosting, even if the third party in question only uses the Software on behalf of Customer.
8. Upon request, Customer shall immediately lend its full cooperation to any investigations to be conducted by or on behalf of Nedap in relation to Customer's compliance with the agreed restrictions on use. At the first request of Nedap, Customer shall grant Nedap access to its buildings and systems. Nedap shall maintain the confidentiality of all company information to be regarded as confidential that Nedap obtains from or on the premises of Customer within the context of this type of investigation, in so far as this information does not relate to the use of the Software itself.

1. The following clause only applies if the Customer makes use of the Nedap vision technology "Nedap Smartsight" ("Nedap Smartsight"). All other terms of this Fair Use Policy remain in full force and effect regarding the use of Nedap Smartsight unless this clause specifically deviates from such terms, in which case the deviating terms apply solely to the use of Nedap Smartsight.
2. Nedap Smartsight provides mobility scores to the Customer concerning individual cows and said information is provided for in a section of Nedap Smartsight. Customer uses a Nedap cow recognition system suitable for Nedap Smartsight in combination with Nedap Smartsight or a third party software system connected to Nedap Smartsight via an API.
3. Customer is aware that the functioning of Nedap Smartsight depends on the proper functioning of the cameras concerned. If the camera does not function, Nedap Smartsight will not provide the relevant insights. Customer is obliged to replace or have replaced malfunctioning cameras. Nedap cannot be held responsible or liable for the malfunctioning of the system if cameras and additional hardware are not replaced due to customer not following RMA and warranty procedures.
4. Nedap is entitled to discontinue or "end of life" Nedap Smartsight, cease further development or change features thereof, in latter case the main functionality of the solution will not change. Nedap will inform Customer about any discontinuation at least 6 months in advance.

1. The Agreement regarding the provision of the Software has been entered into for the term agreed between the Customer and the Distributor.
2. With regard to Nedap Smartsight only, the Fair Use Policy will terminate at the same time the agreement between Distributor and Customer terminates for whatever reason. In case of a pre-paid Nedap Smartsight Software license it will terminate at the end of the agreed term for which the software has been pre-paid from the Distributor. The license may be terminated by Nedap immediately if Customer fails to comply with any provision of this Fair Use Policy.
3. With regard to on premise installed software, Customer may terminate the license at any time by destroying all copies of the Software including any documentation or stop using the hardware and informing Distributor hereof.
4. Upon termination, Customer must destroy all copies of the on premise installed software. Nedap shall not be obliged to provide Customer with assistance on or after expiry of the right of use with a view to Data conversion required by Customer.

1. Except where determined by law, Customer shall not be entitled to copy, modify, reverse engineer the Software in part or in full without the prior written consent of Nedap. Nedap shall at all times be entitled to refuse its consent or to attach conditions to its consent, including conditions in relation to the method and quality of implementation of the modifications required by Customer.
2. Customer shall bear all risks associated with modifications carried out by or on behalf of Customer by third parties with the consent of Nedap or otherwise.

1. To the maximum extent permitted by applicable law, the on premise installed software is provided "as is" without warranty of any kind and Nedap is not obliged and disclaims to maintain such Software. Nedap disclaims any commitment that the Software made available to Customer will be fit for the actual and/or intended use by Customer. Nedap also does not warrant that the Software will operate with no interruptions, errors or defects or that all errors and defects will always be fixed.
2. Nedap makes no, and expressly disclaims all commitments, representations, warranties, conditions and covenants, either express or implied (including without limitation, any express or implied warranties or conditions of fitness for a particular purpose, merchantability, satisfactory quality, durability, accuracy or non-infringement) arising out of, or related to, the purchased items or their performance or non-performance, including but not limited to any warranty relating to third party services.

1. Except as set forth in Section 5.7(c) below, under no circumstances, and notwithstanding whether a claim for any such liability is based upon breach of contract, warranty, tort, or otherwise, will either Party, be liable for: any loss of revenue, loss of profits, loss of sales or turnover, loss or damage to reputation, loss, damage or corruption of Data, or any incidental, indirect, special, punitive or consequential damages, even if the party has been advised of the possibilities of such damages or if such damages are otherwise foreseeable.
2. In no event shall Nedap's liability to customer, whether in contract, tort (including negligence), or otherwise exceed the license fee paid by Customer in the 12 month period immediately preceding the event giving rise to damages. Liability based on damage to or corruption of Data or Software attributable to Customer is explicitly not excluded or limited.
3. Notwithstanding any provisions to the contrary in this Agreement, neither Party's liability is limited for damages as the result of the gross negligence, willful misconduct, or fraud of such Party, or any damages that cannot be limited by applicable law.

Customer acknowledges that the Software including the design and structure of individual programs are of a confidential nature and constitutes trade secrets of Nedap, its own suppliers and/or the software manufacturer. Customer agrees not to disclose, provide or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Nedap. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to the Software and documentation shall remain solely with Nedap and applicable third parties.

If and in so far as Nedap provides Customer with Software from third Parties, the (license) terms imposed by such third Parties in relation to the Software shall apply, notwithstanding any varying provisions in this Fair Use Policy. Customer accepts the abovementioned terms imposed by third Parties. The copyright licenses and terms governing such third party Software can be found in the program documentation, readme's or notice files, and/or be available within the Software, for instance on the "about" screen. Nedap shall provide Customer with a copy of the terms free of charge upon request. For such third party technology Nedap provides no greater warranty or commitment than in the terms and conditions corresponding to said third party technology. If and in so far as the abovementioned terms imposed by third Parties in the relationship between Customer and Nedap are deemed not to apply for any reason whatsoever, or are declared to be inapplicable, the provisions of this license Agreement shall apply in full. The Software may contain open source Software. For third party technology that is licensed under open source licenses that give you the right to receive source code Nedap hereby offers to provide you said source code.

Customer represents and warrants its understanding that any Software, or technology, including technical data (collectively, the "Supplied Items"), that is licensed by Nedap may be subject to the jurisdiction of the export controls and trade sanctions of the Netherlands, the European Union, the United States, and/or the United Nations (collectively "Export Controls") and that such Export Controls can have extraterritorial application. Customer represents and warrants its understanding that the use, export, reexport, resale, release or other transfer of any Supplied Item or of any hardware, Software or technology that contains or is the product of any Supplied Item, may be subject to the jurisdiction of Export Controls, with which it covenants and agrees to comply. Nedap may terminate any sale hereunder, immediately for cause, if it knows or, in its unilateral discretion, has reason to believe that Customer has or may have breached this covenant. Nedap shall not be liable for its failure, using commercially reasonable efforts, to obtain any necessary export license relating to the Supplied Items.

1. This Agreement shall be exclusively governed by the laws of Commonwealth of Massachusetts, excluding its conflict of law rule(s), and shall be subject to the exclusive jurisdiction of the competent courts in Middlesex County, Massachusetts. The applicability of the UN Convention on the International Sale of Goods 1980 (CISG) is excluded.
2. The Parties will first use their respective reasonable efforts to resolve any dispute that may arise out of or relate to this Agreement amicably by negotiations within a period of 30 working days after a Party has informed the other Party in writing by notification of such a dispute.