DX Manager Shield Terms of Service
DX Manager Shield is a cloud-based software operated and provided by Leica Geosystems AG, Heinrich-Wild-Strasse 201, 9435 Heerbrugg, Switzerland ("Leica Geosystems"). DX Manager Shield is part of Leica Geosystems' DX Shield Software solution, which provides an interface to Leica Geosystems' locators and allows the processing of locator scan data and site documentation. It is a single-source solution protecting operators and utilities from harm by ensuring best practice, demonstrating compliance and managing competence.
These DX Manager Shield Terms of Service (the "Terms") govern the relationship between Leica Geosystems and the customer who uses DX Manager Shield (the "Customer").
As used in these Terms, the following terms have the following meanings (such meaning to be equally applicable to both the singular and plural form of the terms defined):
the possibility to enter DX Manager Shield via a personal computer, mobile or other device online as made available by Leica Geosystems;
the central means for Access and use of the Services;
the set of rights and privileges on the Web Site assigned to a User by a Customer;
any data and information available through the Services or contained within the structure of DX Manager Shield, including Customer Data, georeferenced data, documents, pictures, images, audiovisual works, other informational materials and any comments;
Files and any other digital data and information, which is subjected to the Services or otherwise inserted to DX Manager Shield by the Customer (via API or via User Interface), including any personal data;
DX Manager Shield
the integrated cloud computing solution for providing the Services, including the Web Site, applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
DX Manager Shield Materials
the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, "look and feel", organization, compilation of the content, code, data, and all other elements of the Services;
additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on DX Manager Shield or otherwise made available on or through the Services;
Leica Geosystems and/or Customer, as applicable;
All functions, modules, products and Content that Leica Geosystems makes available to the Customer online at the Web Site;
a natural person granted with the Authorisation to use the Account on behalf of a Customer;
the compilation of all web documents (including images, php- and html files) made available via DX Manager Shield.
These Terms contain the terms and conditions that govern all use of DX Manager Shield and the Services.
Any new features, functions, enhancements and developments in the Services, including the release of new tools and resources, shall be subject to these Terms.
ln order to use DX Manager Shield, Customer must accept these Terms by ticking the " Accept Terms of Service" box on the sign-up form on the Web Site and then clicking "Sign up", "Create account", "Submit", "Confirm", "Register" or another similar button, thus expressing its will to accept these Terms and create an Account on the Web Site. By doing so, but in any case by using DX Manager Shield, Customer accepts these Terms.
By accepting these Terms, Customer enters into a binding agreement with Leica Geosystems according to these Terms (the "Agreement").
The person entering into the Agreement on behalf of an entity represents that he/she has the legal authority to bind that entity.
Leica Geosystems expressly reserves the right to make changes to the Terms from time to time. Leica Geosystems will notify Customer of the changes either through the Web Site or by email in advance and will make a new copy of the Terms available at https://leicaregistration.azurewebsites.net/Account/Register (or such other URL as Leica may provide).
Customer accepts the updated Terms by using DX Manager Shield after the date on which the changed Terms enter into force. If a modification is unacceptable to Customer, Customer may terminate the Agreement according to Section 13.2.1prior to the change taking effect.
Notwithstanding the foregoing, the resolution of any dispute that arises between Customer and Leica Geosystems shall be governed by the Terms in effect at the time such dispute arose.
DX Manager Shield and the Services are provided on the Web Site. To access DX Manager Shield and use the Services, the Customer requires an Account.
The person who wishes to create an Account must:
Each Customer may have only one Account. If several persons need to use an Account on behalf of the Customer, then the Customer must designate such persons as Users.
Each User designated by such Customer shall be subject to the restrictions set forth in the Agreement (including, without limitation, these Terms). The Customer shall ensure that each User abides by the Agreement.
If the Customer has designated a certain number of Users to its Account and granted them Authorisation, it is presumed that such Users have the right of representation or other authorisation to act on behalf of the Customer when using the Account. Leica Geosystems is not obliged to check or verify the right of representation or validity of Authorisation of any User, but may ask for additional information or proof of the person's right of representation and Authorisation.
A User may be associated with multiple Customers and Accounts. Deleting a User from one Account will not remove the User from DX Manager Shield if he/she is connected to multiple Accounts.
The Customer and any of the Users associated with the Account must provide Leica Geosystems with true, accurate, current, and complete information about the Customer, Users or Account and keep it up to date.
Leica Geosystems shall provide the Customer with the following credentials in order to log in to its Account: (i) username and (ii) password. These login credentials must not be used by multiple persons. If the Customer has designated several Users to use its Account, each User is provided with separate credentials. The Customer is responsible for keeping confidential all login credentials associated with the Account, so that they would not become known or available to any third persons for unauthorised uses.
The Customer must promptly notify Leica Geosystems:
Leica Geosystems provides different access levels to DX Manager Shield (the "Plans"), each with different features and functionality. The features and functionality of the different Plans are described in detail in the subscription portal of DX Manager Shield.
The Account provides free Access to the standard Plan.
To have Access to further features and functionality, Customers can subscribe to various paid Plans (the "Paid Plans").
Paid Plans are subscribed to per User. Unless otherwise stated in the subscription portal of DX Manager Shield, the term of each subscription for a Paid Plan is 12 months and is renewed automatically unless the respective subscription is downgraded to another Plan or the Agreement is terminated before the end of the subscription term.
The rates for the various Paid Plans are stated in the subscription portal of DX Manager Shield. In addition to the current collection of Plans, Leica Geosystems may offer special discounts and motivation schemes (for example finder's fees etc.).
The fees for Paid Plans are due per per subscription term. The fees are charged in advance on monthly or annual payment intervals, unless agreed otherwise between the Parties.
All fees are non-refundable, i.e. once a Paid Plan has been subscribed to, the fee for the entire subscription term has to be paid. There are no refunds or credits available for periods where the Customer did not use a subscribed Paid Plan, used it only partially, downgraded to a new Plan or terminated the Agreement during an ongoing subscription term.
Any Customer has the right to upgrade or downgrade a current Plan for some or all Users of its Account at any time by selecting a new Plan among the collection of Plans determined by Leica Geosystems.
If additional subscriptions are purchased for a Paid Plan which the Customer has already subscribed to, the subscription term of the additional subscriptions will be aligned to the term of the existing subscriptions. In such case, the fee for the additional subscription(s) is based on the number of days remaining of the subscription term and payment is required in full upon purchasing the subscription(s).
Downgrading of the current Plan(s) may cause the loss of features, capacity or data for some or all Users of the Account. Downgrades take effect upon the end of the subscription term of the current Paid Plan. There will be no refunds of any fees paid or due (see Section 6.2.2).
Subscriptions to Paid Plans are to be paid by credit card, debit card, debit direct, or through the Leica Geosystems customer account.
Leica Geosystems may seek pre-authorization of the Customer's credit card account prior to the Customer's purchase of Paid Plan subscriptions in order to verify that the credit card is valid and has the necessary funds or credit available to cover the Customer's purchase. The Customer authorizes such credit card account to pay any amounts described herein, and authorizes Leica Geosystems to charge all sums described in these Terms to such credit card account. The Customer agrees to provide Leica Geosystems updated information regarding its credit card account upon Leica Geosystems’ request and at any time the information earlier provided is no longer valid.
Before the end of each payment interval, Customer is issued an electronic invoice for payment of the fee of the next payment interval. The Customer must pay the invoice by the due date indicated on the invoice.
Upon expiry of the agreed date of payment, the Customer shall be deemed in default. All consequential costs due to default shall be at the Customer's charge. Late payments may bear interest at the rate of 5 % per year. Leica Geosystems reserves the right to suspend the Customer's Access to DX Manager Shield for any late payments.
All Fees are exclusive of all taxes, levies or duties applicable under any legal acts or imposed by tax authorities, unless stated otherwise in the Agreement. Payment of such taxes, levies or duties is the responsibility of the Customer.
By using the Services, the Customer can:
The exact Services Users may use are described in the subscription portal of DX Manager Shield and depend on the Users' access levels (see Section 6).
Leica Geosystems shall provide reasonable technical support to Customers and Users at the reasonable request of the Customer. Leica Geosystems shall respond to enquiries of support from a Customer utilizing the contacts set forth below as soon as reasonably possible. The contact e-mail address for all enquiries of support is: firstname.lastname@example.org.
Leica Geosystems does not guarantee any service availability for the Services. However, Leica Geosystems will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime, or (ii) any unavailability caused by circumstances beyond Leica Geosystems' reasonable control, including without limitation internet service provider failures or delays, or denial of service attacks.
Leica Geosystems is constantly innovating and improving the Services. Leica Geosystems reserves the right to modify the Services or any part or element thereof from time to time, including retiring or discontinuing DX Manager Shield or certain features thereof. In case of major modifications, Leica Geosystems will notify the Customer in advance of implementing the modifications. The notification of the modifications will be displayed on the Web Site when logging in to the Account.
If Leica Geosystems intends to (i) modify the Plans and the rates of fees contained therein, or (ii) retire or discontinue major features of the Services, it shall notify the Customer at least 30 days before the effective date of such modification. In the case of Paid Plans, the effective date of the modification shall be the end of the running subscription period(s) at the earliest.
If the Customer does not accept a modification, then the Customer shall terminate the Agreement in accordance with Section 13.2.1before the effective date of the modification. The Customer's continued use of the Services or any part or element thereof after the effective date of modifications shall indicate its consent to the modifications.
The Services and any part or element thereof are allowed to be used only in the scope, with the means and for purposes, which their functionality has been created for and made available to the Customer and Users. Any such use must be done in compliance with the Agreement, best practices at the Web Site and applicable law. In particular, the Customer or any User must not:
The Customer or any User must ask for Leica Geosystems' prior express consent at least in a format which can be reproduced in writing (mail, e-mail, fax etc.), if he/she/it wishes to:
If the Customer adds Customer Data to DX Manager Shield, such Customer Data and any kind of processing of such Customer Data must be in compliance with the Agreement, best practices at the Web Site and applicable law.
All rights, title and interest in and to the Customer Data belong to the Customer or third persons, including Users.
Customer must ensure that:
The Customer retains all its ownership rights in its Customer Data, whether posted and/or uploaded by Customer or made available on or through the Services by Leica Geosystems. Leica Geosystems is entitled to use anonymized Customer Data to maintain service operations and/or to improve service offerings. Leica Geosystems does not guarantee any accuracy or confidentiality with respect to any information contained in any Customer Data, and strongly recommends that the Customerthinks carefully about what it transmits, submits or posts to or through the Services. The Customerunderstands that all information contained in its Customer Data is the sole responsibility of the person from whom such Customer Data originated. This means that the Customer, and not Leica Geosystems, is entirely responsible for all Customer Data that the Customeruploads, posts, transmits, or otherwise makes available through the Services, as well as for any actions taken by Leica Geosystems or other Customers or Users as a result of such Customer Data.
Leica Geosystems does not make any representations that it will publish or make any Customer Data available on or through the Services, and reserves the right (but has no obligation), in its sole discretion, to refuse to allow any Customer Data on the DX Manager Shield, or to edit or remove any Customer Data at any time with or without notice.
The Customer understands that when using DX Manager Shield, it may be exposed to other Customers' Customer Data from a variety of sources and that Leica Geosystems does not endorse, nor is responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Customer Data. The Customer understands that Leica Geosystems cannot, and does not, review all Customer Data and does not endorse any Customer Data. The Customer further understands and acknowledges that it may be exposed to other Customer's Customer Data that is inaccurate, misleading, offensive, indecent, or objectionable. The Customer agrees to waive, and hereby does waive, any legal rights or remedies it has or may have against Leica Geosystems with respect thereto.
Leica Geosystems is not obliged, on its own initiative, to pre-screen, monitor or filter any Customer Data or acts of its processing by the Customer in order to discover any unlawful nature therein. However, if such unlawful Customer Data or the action of its unlawful processing is discovered or brought to the attention of Leica Geosystems or if there is reason to believe that certain Customer Data is unlawful, Leica Geosystems has the right to:
If Leica Geosystems is presented convincing evidence that the Customer Data is not unlawful, Leica Geosystems may, at its sole discretion, restore such Customer Data, which was removed from the Web Site or Account or Access to which was restricted.
Downgrading of the current Plan may lead to inability to add new data unless data is removed from DX Manager Shield to be within the new Plan's limits.
Leica Geosystems, its hosting partners and licensors and their suppliers (as applicable) own all legal right, title, and interest in and to DX Manager Shield, the Services and the Content (except Customer Data), including any intellectual property rights therein (whether those rights are registered or not, and wherever in the world those rights may exist).
The Customer's use of the Services does not grant it ownership of any Content (except Customer Data), code, data or any part of the DX Manager Shield Materials it may access on or through DX Manager Shield. Any commercial or promotional distribution, publishing or exploitation of the DX Manager Shield Materials is strictly prohibited unless Customer has received the express prior written permission from Leica Geosystems or the otherwise applicable rights holder. Leica Geosystems reserve all rights to the DX Manager Shield Materials not expressly granted in the Agreement.
During the term of the Agreement, Leica Geosystems gives Customera non-exclusive, worldwide, personal, non-transferable, non-assignable, non-sublicensable license to use DX Manager Shield, the Services and Content (except Customer Data) as provided by Leica Geosystems, in the manner permitted by the Agreement. The extent of the license depends on the Client's access levels (see Section 6) and is subject to these Terms, in particular the limitations set forth in Section 9(Restrictions).
Leica Geosystems claims no ownership over Client's Customer Data, and the Client retains copyright and any other rights it already holds in its Customer Data. By submitting to or displaying Customer Data through DX Manager Shield, the Customer gives Leica Geosystems, its hosting partners and licensors and their suppliers (as applicable) a perpetual, irrevocable, non-exclusive, worldwide, sub-licensable, royalty-free license to use Customer Data solely for the purpose of enabling Leica Geosystems to provide Customer with DX Manager Shield and the Services, including generating statistics and support information to improve DX Manager Shield and the Services.
Customer represents and warrants that it has all the rights, power, and authority necessary to grant the above licenses.
If Customer provides Leica Geosystems with any comments, bug reports, feedback, or modifications proposed or suggested by Customer for the Services (the "Feedback"), Leica Geosystems shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Services. Customer hereby grants Leica Geosystems a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use Customer's Feedback for any purpose.
Upon acceptance of these Terms, the Agreement is entered into for an indefinite period of time and shall continue until validly terminated by either Party.
The Customer may terminate the Agreement any time by giving 30 calendar days' prior notice.
Leica Geosystems may terminate the Agreement:
The Agreement may be terminated for cause:
Upon termination of the Agreement, Leica Geosystems must:
Upon termination of the Agreement, the Customer must:
The Services may include links to other websites or services ("Linked Sites") solely as a convenience to Customers. Leica Geosystems does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Leica Geosystems makes no express or implied warranties with regard to the information, material, products, or services that are contained on or are accessible through Linked Sites. Access and use of Linked Sites, including the information, material, products and services on Linked Sites or available through Linked Sites is solely at Customer's own risk.
Unless otherwise expressly stated by Leica Geosystems, DX Manager Shield, the Services and any Content, or features made available in conjunction with or through them are provided "as is" and "as available" without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Leica Geosystems, its subsidiaries and affiliates and its hosting partners and licensors and their suppliersdisclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
In particular, Leica Geosystems, its subsidiaries and affiliates and its hosting partners and licensors and their suppliers do not warrant that DX Manager Shield, the Services and any Content, features or results made available in conjunction with or through them:
Customer agrees to indemnify and hold harmless Leica Geosystemsand its affiliates, directors, officers, employees, strategic partners, licensors, and their suppliers from any claims, losses, damages and liabilities, including attorney's fees, arising out of:
Leica Geosystems reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which the Customer is required to indemnify Leica Geosystems, and the Customer agrees to cooperate with such defense of these claims.
To the maximum extent permitted by law, Leica Geosystems and its employees and other auxiliary persons exclude any liability toward the Client or any User for any damage or losses regardless of the legal basis, including for direct, indirect, subsidiary and consequential damage or losses of business of any kind, loss of information or data, additional expenditure, third-party claims and other financial losses. This shall apply even if Leica Geosystems has been informed of the possibility of the occurrence of said damage.
Upon breach of the terms of the Agreement by a Customer or User, Leica Geosystems has the right to:
Notwithstanding the foregoing, Leica Geosystems may also apply any other remedies available to it under the applicable law.
Upon application of any remedies, the Customer or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Services.
If Leica Geosystems has reasonable grounds to believe that the Customer's or User's use of the Services, including the Account, may harm any third persons, Leica Geosystems has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
The Customer shall provide Leica Geosystemswith an e-mail address to receive any notices and notifications under the Agreement (the "E-Mail Address"). The Customer is responsible to ensure that e-mails sent to the E-Mail Address are received and read and shall notify Leica Geosystemsof any changes in the E-Mail Address.
Notices under the Agreement shall be deemed to be properly given when given by (i) registered mail; (ii) courier service; or (iii) email with confirmation of receipt in writing or by email, except that any notice under the Agreement sent by Leica Geosystemsto the E-Mail Address shall be deemed to be properly given.
No amendment to the Agreement shall be effective unless made in writing, signed by duly authorized representatives of both parties.
The parties shall not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.
If any provision or part of a provision of the Agreement shall be, or be found by any authority or court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of the Agreement, all of which shall remain in full force and effect.
These Terms and the Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
The courts at the place of business of Leica Geosystems in Heerbrugg shall have exclusive jurisdiction for all matters arising out of or relating to these Terms and the Agreement.