Terms of Use - New

About these terms

By signing up to HawkEye^®, you accept these terms of use, and also Ravensdown’s privacy policy available at www.hawkeye.farm. Please read these terms carefully. They make a legally binding contract between you (the person or organisation signing up as an account holder) and us (Ravensdown Limited (“Ravensdown”, “we”, “us” or “our”)). These terms of use also apply to the HawkEye^® Mobile application except to the extent the additional terms of use relating to the HawkEye^® Mobile application provide otherwise.

We may change or replace these terms from time to time. We will publish these changes or replacement terms on the HawkEye® website and may also choose to notify you at the contact email address for your account. The changes or replacement terms will take effect 14 days after we publish them on the HawkEye^® website or any later date that we may specify. By continuing to use HawkEye^®, you’ll be taken to have accepted the latest version of these terms, and it’s up to you to check for any changes.

Signing up

To use HawkEye^®, you must complete the sign-up process. If you are signing up in the name of an organisation, or partnership, the individual completing the sign-up process personally undertakes that they have the authority to accept these terms on behalf of the organisation.

You promise that all information you provide will be true, accurate and correct and you agree to update us promptly if any of that information becomes outdated or is otherwise inaccurate or misleading.

Cookies are very small files that sit on your computer and can be used by a website to remember things like your preferences for that site. HawkEye^® uses cookies to help us remember things like your personal preferences and your login information. Please make sure your cookies are enabled, so you have optimised functionality.

Using your account

You are responsible for protecting your passwords and other login information. You are responsible for any usage of your account using your login credentials. You must notify us immediately on becoming aware of any actual or suspected unauthorised use of your account. These terms apply between you and us only, and you acknowledge that we have no responsibility to any person other than you, the account holder. Nothing in these terms confers a right or benefit on any other person.

Pricing and payment

The base range of tools within HawkEye^® is currently free of charge.

Where applicable, certain fees are payable for HawkEye Pro as set out on this page. We may update these fees from time to time.

Your ability to access and use HawkEye Pro and/or the fees applicable to you for HawkEye Pro may be subject to such terms and conditions set by us from time to time (as notified by us to you in writing or posted on the HawkEye^® website).

There may also be additional features added over time that may attract charges in the future.

If customers would like to receive or use any pay-to-use services or features (including HawkEye Pro), they may opt in to such services or features at their cost (subject to any applicable terms and conditions set by us from time to time).

Where any fees or charges are payable by you under these terms, such amounts will be payable on the 20th day of the month following the date on which a tax invoice for the relevant amount is issued by us to you, unless other payment terms have been arranged with us in writing.

Changes to HawkEye^®

We can modify, suspend or discontinue all or part of HawkEye^® at any time, with or without notice. If you have paid for a package or subscription in advance, and we make a change of this kind that substantially deprives you of the benefits of your subscription package at the time of the change, we’ll refund you a fair and reasonable portion of the subscription package.

Closing your account

You can close your account at any time by following the instructions provided in the ‘My Account’ section of the HawkEye^® application. Closing your account does not entitle you to any refund for any unused portion of your subscription package.

[We can close your account at any time, with or without a reason, by giving you 14 days’ notice. If we do this, we’ll refund you a fair and reasonable proportion of any HawkEye^® subscription package you’ve paid for in advance but were unable to use before your account was closed.]

We can close your account immediately without notice if you breach these terms and we reasonably consider that the breach (alone or together with any past breaches) exposes us to a cost or risk of some kind or may have a negative impact on us or our products, services or systems. If we do this, we’re not obliged to provide a refund.

Closure of your account will end the contract between you and us based on these terms. However, all the remaining provisions of these terms set out below will survive and continue indefinitely.

• On closure of your account, by you or us, you may choose either:
  that we provide you with all identifiable raw data stored in relation to you, at a fair and reasonable transfer cost, in a format acceptable to us; or
• that we delete all identifiable raw data stored in relation to you, to the extent our systems and the law allows.

However, Ravensdown is not required to delete any derived, aggregated or anonymised data or work products that may include your Farm Data (defined below).

Farm Data

Definition

In these terms, “Farm Data” means any information or material that is uploaded to HawkEye^® or otherwise provided to Ravensdown or a Ravensdown group company in connection with HawkEye^®, by you or on your behalf (including by Ravensdown, another Ravensdown group company or any personnel of those companies).

Your responsibilities

Where you or your agent or contractor upload Farm Data to your user account, you confirm that:

• the Farm Data does not infringe any third-party intellectual property rights;
• you have obtained all necessary consents and authorisations from that person to use and upload that Farm Data and we do not need to obtain any permission from a third party to deal with the Farm Data as permitted above; and
• the Farm Data complies with any applicable laws.

Use of your Farm Data

You give us, other Ravensdown group companies, any agents or contractors assisting with HawkEye^®, any parties involved in integrations of which you have been notified or consented to (for example, Fonterra, Precision Farming and Tabula), and any other third parties to which you have consented, permission to store, copy, modify, use and distribute Farm Data:

• to maintain, operate and improve HawkEye^®;
• to deliver HawkEye^® and associated services including nutrient spreading, mapping or other farm support services; and
• to develop and grow our business and the business of those partners or third parties identified above (Partners).

We may hold on to and use Farm Data even if your account has been closed.

Data protection and platform integrity

We may delete or block Farm Data at any time where we consider it necessary to comply with law, or to protect ourselves or others from harm or loss.

Use and ownership of aggregated or anonymised data

Without limiting your ownership rights in your Farm Data, Ravensdown owns all work products of any Farm Data which has been aggregated with other data (for example any insights based on aggregated Farm Data).

In addition to the rights set out above, Ravensdown and other Ravensdown group companies may store, use, copy, modify, disclose and distribute Farm Data which has been aggregated with other data for the following purposes:

• developing, training and using any AI or machine learning model or tool (or similar);
• providing other products, services and/or outputs to you and/or other third parties;
• for any research and development activities which Ravensdown or other Ravensdown group companies undertake (including any such activities they procure a third party to undertake for them, and any activities they undertake with others); and
• for any other purpose connected with the business or activities of Ravensdown or any other Ravensdown group company, including the commercialisation of technologies or products (including AI or machine learning models or tools (or similar)).

Sharing of aggregated data

You authorise us to disclose such aggregated Farm Data to other Ravensdown group companies, and for us and each Ravensdown group company to disclose such aggregated Farm Data to other third parties assisting with any of the above matters, in each case for the purposes set out above.

Communicating with you

We may send you promotional information about products and services that we think might be of interest to you (including from Partners identified above). We may do this by email, text message, notification through the application or any other electronic or physical method. However, if you ask us not to provide you with this information, we will comply with your request.

Your use of HawkEye^®

We will use reasonable efforts to ensure that information, services and outputs provided through HawkEye^® are accurate and up-to-date. However, we are not responsible for its accuracy or completeness, and we do not give any warranties, representations or assurances (including in relation to accuracy, completeness or reliability) about that information or any predictions, outputs or other results generated by HawkEye^® based on such information, services or outputs. All express and implied warranties and representations are excluded to the maximum extent permitted by law.

In these terms, a reference to “outputs” includes reference to recommendations or plans generated through HawkEye Pro or another HawkEye^® tool.

Where you use HawkEye^® (including any outputs generated through HawkEye^®) to purchase any products from us, you acknowledge and agree you will comply with (and will procure any third party engaged by you in connection with such product will comply with) all recommendations, warnings, guidance, directions and/or other product information provided by us from time to time relating to such products (including relating to transport, storage, handling, spreading and use of such products).

Interruptions and errors

Like any online service, we cannot guarantee that HawkEye^® will be uninterrupted or error-free. It is up to you to take any precautions necessary to ensure you do not incur losses or costs in the event that HawkEye^® is affected by an interruption or error. We are not liable for any loss or corruption of data.

Also, HawkEye^®, HawkEye Pro, the HawkEye^® website and/or the HawkEye^® Mobile application may include content or functionality provided by third party provider(s). Where this occurs, we are only passing-on that content and functionality. The third party is not responsible for its accuracy or completeness and gives no warranties or representations about that information or any outputs or results based on that information, except as expressly agreed between the third party and you in writing.

Intellectual property rights

We own or hold rights to use all intellectual property rights in HawkEye^®, including all components of the website, application and mobile application, all enhancements, additional tools, services and outputs that use your Farm Data, and all content made available through HawkEye^® from time to time, other than Farm Data. You may use HawkEye^® as made available by us from time to time, subject to these terms. This does not give you any rights in the website, application or mobile application, or any of the components, tools or content, and you must not copy, modify, adapt, reproduce or republish them (or allow a third party to do so).

You retain all ownership rights in your Farm Data. Where you provide us with feedback or suggestions about HawkEye^®, you promise that this information is not confidential to you or any other person, and you agree that we can use it as we see fit, without any obligation to you.

Restrictions on using HawkEye^®

You must not engage in any commercial exploitation of HawkEye^®. You may provide access to your account to your professional advisers and consultants, but you will be responsible for their use of your account (see “Using your account” above).

Unless we specifically agree otherwise in writing, you must not say or do anything that may lead others to believe that you are endorsed by or associated with us.

You must not use HawkEye^® in a way that infringes intellectual property, defames someone, breaks the law, or violates the privacy or other rights of any person.

You must not use HawkEye^® to:

• upload, transmit, or distribute any malware or spyware;
• interfere with or disrupt any servers or networks connected to HawkEye^®;
• attempt to gain unauthorised access to HawkEye^® or another person’s account;
• misrepresent yourself as another person or entity; or
• do anything that would expose us to any liability or cause us to be in breach of any law or regulation of New Zealand or any other jurisdiction.

You must indemnify us

You agree to indemnify us against all costs, losses, expenses and liabilities that we suffer or reasonably incur in connection with any third-party claim made or brought against us, where the claim is wholly or partly attributable to your breach of these terms. However, you will not be liable to the extent that we have caused or contributed to such losses through our own negligence, breach of these terms or unlawful conduct.

Limitations on our liability

Your use of HawkEye^® is solely at your own risk. As far as permitted by law, we are not responsible for any loss or damage that you may suffer in connection with your use of or reliance on HawkEye^®, except to the extent that we cause or contribute to the loss or damage through our breach of these terms or our unlawful conduct.

We will not be liable to you for any loss of profits, opportunity, data, business or contract, any indirect or consequential loss, or any exemplary, incidental, special or punitive damages, arising from or in connection with HawkEye^® or these terms.

To the extent that our liability cannot be excluded, our total liability for any loss or damage you suffer in connection with HawkEye^® or these terms will not in any circumstance exceed the total amount you paid us in the 12 months before the events giving rise to your claim, less any liability we may have to you for other events arising during that 12 month period.

The limitations and exclusions above apply to all liability (including for negligence), regardless of the legal basis of the claim.

Data downloads

Where you use the module to download a map of your paddocks, features on your property, management zones relating to your property and/or any other output from HawkEye^® for use in your own software or to provide to a third party, the use of such map, features, management zones or other outputs is solely at your own risk.

In particular, we will not be responsible for the accuracy of any spreading of fertiliser or other products by a third-party spreader or contractor which may use a recommendation, plan or other output generated through HawkEye Pro or another HawkEye^® tool.

We will not be responsible to you or any third party for any loss or damage you suffer or incur as a result of such use, and you indemnify us against all costs, losses, expenses and liabilities that we suffer or incur in connection with any claim brought against us (including by a third party) arising out of or in connection with such use.

This term does not limit any other term in these terms of use.

Consumer Guarantees Act (CGA)

You agree that your subscription package for HawkEye^® is being acquired by you in trade and that it is fair and reasonable in the circumstances that the CGA not apply. Accordingly, to the maximum extent permitted by law, the CGA shall not apply.

Governing law

These terms are governed by New Zealand law. You submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to all disputes arising out of or in connection with these terms and/or HawkEye^®.

General

Along with Ravensdown’s privacy policy, these terms are the entire agreement between you and us regarding your use of HawkEye^®. Our failure or delay in exercising or enforcing any right or provision of these terms will not operate as a waiver. A finding that any provision of these terms is invalid or unenforceable will not affect any other part of these terms. You cannot assign your rights under these terms to any third party, except with our prior written consent.