DX Manager Shield Terms of Service

1 Introduction

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").

2 Definitions

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):

3 Scope and Application of the Terms

3.1 Scope of the Terms

These Terms contain the terms and conditions that govern all use of DX Manager Shield and the Services.

Leica Geosystems' Privacy Policy (https://leica-geosystems.com/global/privacy-policy)and the Guidelines form an integral part of these Terms.

Any new features, functions, enhancements and developments in the Services, including the release of new tools and resources, shall be subject to these Terms.

3.2 Accepting the Terms and entering into the Agreement

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.

3.3 Changes to the Terms

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.

4 Services Rendered by Third Parties

In providing the Services, Leica Geosystems may use the services of third parties. Sometimes, these companies will be providing the Services under the Agreement to the Customer on behalf of Leica Geosystems. For this purpose, Leica Geosystems may transfer Customer Data as well as the Customer's or Users' personal data to third parties. Leica Geosystems will do so only as far as this is necessary and will ensure that the respective third party processes Customer Data as well as the Customer's or Users' personal data in line with Leica Geosystems' Privacy Policy (see Section11). The Customer agrees that third parties shall be entitled to provide the Services under the Agreement on behalf of Leica Geosystems and that Leica Geosystems may transfer Customer Data as well as the Customer's or Users' personal data to such third parties to the extent necessary for them to provide the Services on Leica Geosystems' behalf.

5 Access to DX Manager Shield

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.

5.1 Creation of an Account

The person who wishes to create an Account must:

1. provide the data required by Leica Geosystems by filling in the sign-up form on the Web Site; and
2. 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 his/her/its will to accept these Terms and create an Account on the Web Site.

5.2 Users under the Account

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.

5.3 Account Credentials

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:

1. of any disclosure, loss or unauthorised use of the login credentials;
2. if (i) a User has left the Customer's organisation, (ii) a User's role in the Customer's organisation has changed, or (iii) if there are other reasons due to which a User does not have the right to use the Account on behalf of the Customer.

6 Access Levels

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.

6.1 Free Standard Plan

The Account provides free Access to the standard Plan.

6.2 Paid Plans

6.2.1 The various Paid Plans

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.

6.2.2 Rates of the Paid Plans

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.

6.3 Upgrades and Downgrades

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).

7 Payment

7.1 Means of Payment

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.

7.2 Invoices

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.

7.3 Default

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.

7.4 Taxes

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.

8 Services and Support

8.1 Services

By using the Services, the Customer can:

1. Access, store, process and organise locater information, including creating reports based on locator information;
2. collect, store and organise Customer Data, including site documentations and risk assessments;
3. modify and delete Customer Data, including site documentations and risk assessments;
4. customise the standard features of the Services.

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).

8.2 Support

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: dxshield.support@leica-geosystems.com.

8.3 Service Levels

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.

8.4 Modification of the Services

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.

9 Use Restrictions

9.1 Permitted Use

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:

1. use the Services or any part or element thereof for committing a crime, conducting some other breach of applicable law or for calling up for others to carry out such illegal actions;
2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile DX Manager Shield, the Services or any part or element thereof or otherwise attempt to extract the source code thereof, unless it is expressly allowed under applicable law, and to the extent that Leica Geosystems is not permitted by that applicable law to exclude or limit the foregoing rights.

9.2 Use Permitted only with Leica Geosystems' Consent

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:

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Services available in whole or in part to any third persons, unless such third person is a User;
2. use the Services or any part or element thereof in a scope, with means or for purposes other than those, which their functionality was created for;
3. use the Services or any part or element thereof by means of programmes, which send them automatic enquiries or requests, unless such programme has been made available by Leica Geosystems;
4. create interfaces between the Services or any part or element thereof from one side and any third party systems from the other side, unless the Customer creates such interface for its own systems.

10 Customer Data

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:

1. the Customer and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Customer Data that violates the rights of Leica Geosystems, other Customers, Users or third parties or is harmful (for example viruses, worms and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another's privacy, defamatory, hateful or otherwise unlawful;
2. the Customer and all of the Users associated with the Account have the necessary rights to use the Customer Data, including to insert it into DX Manager Shield and process it by means of the Account;
3. Leica Geosystems is allowed to itself further process or have third parties process the Customer Data on its behalf (see Section 4), acting as an authorised processor of Customer Data on behalf of the Customer for the purposes of performing under the Agreement.

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:

1. notify the Customer of such unlawful Customer Data;
2. deny its publication on the Web Site or its insertion to DX Manager Shield;
3. demand that the Customer brought the unlawful Customer Data into compliance with the Agreement, best practices at the Web Site or applicable law;
4. temporarily or permanently remove the unlawful Customer Data from the Web Site or Account, restrict Access to it or delete it.

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.

11 Privacy

Leica Geosystems takes the privacy of its Customers and Users very seriously. Leica Geosystems collects, uses and discloses personal data in accordance with its Privacy Policy, which can be found at https://leica-geosystems.com/global/privacy-policy.

12 Intellectual Property Rightsand Licenses

12.1 Leica Geosystems' Proprietary Rights

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.

12.2 License from Leica Geosystems to Customer for DX Manager Shield and the Services

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).

12.3 License from Customer to Leica Geosystems

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.

12.4 Feedback from Customer to Leica Geosystems

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.

13 Term and Termination

13.1 Term

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.

13.2 Termination

13.2.1 Ordinary Termination

The Customer may terminate the Agreement any time by giving 30 calendar days' prior notice.

Leica Geosystems may terminate the Agreement:

1. if the Customer has not subscribed to any Paid Plans at any time with 60 calendar days' prior notice;
2. if the Customer has subscribed to (a) Paid Plan(s) with 60 calendar days'notice prior to the end of the subscription term of the Customer's Paid Plan that still has the longest subscription term left.

13.2.2 Extraordinary Termination

The Agreement may be terminated for cause:

1. immediately by either Party if proceedings are initiated for the other Party's liquidation or insolvency or a negotiated settlement with the other Party's creditors is concluded or an assignment is made on behalf of the other Party for the benefit of creditors;
2. immediately by either Party if the other Party breaches its obligations, as applicable under Section 12; or
3. by either Party in case of breach of the Agreement by the other Party, if the infringement has not been stopped or removed during 30 calendar days after receipt of a notice from the aggrieved Party asking to do so.

13.3 Consequences of Termination

Upon termination of the Agreement, Leica Geosystems must:

1. deactivate the Account immediately and permanently delete the Account, including all Customer Data therein, as soon as reasonably practicable within 12 months as of termination of the Agreement. If the Customer has specifically requested for an earlier deletion of the Account, Leica Geosystems shall fulfil such request within 1 month as of its receipt of such request;
2. continue discharging its duties, if applicable under Section 12.

Upon termination of the Agreement, the Customer must:

1. stop using and prevent the further use of the Services, including, without limitation, DX Manager Shield;
2. pay any amounts owed to Leica Geosystems under the Agreement;
3. discharge any liability incurred by the Customer under the Agreement prior to termination of the Agreement; and
4. continue discharging its duties under Sections 12and 16.

14 Third-Party Sites, Products and Services

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.

15 Exclusion of Warranties

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:

1. will meet Customer's requirements;
2. will work uninterrupted, timely, secure, or error-free;
3. will be correct, accurate and reliable;
4. will be corrected if any defects occur; and
5. are free of viruses or other harmful components.

16 Indemnification

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:

1. Customer's misuse of the Services;
2. representations and warranties made to Leica Geosystems and/or third parties;
3. violations of these Terms; or
4. violations of the rights of any other person or entity.

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.

17 Limitation of Liability

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.

18 Leica Geosystems Remedies

Upon breach of the terms of the Agreement by a Customer or User, Leica Geosystems has the right to:

1. restrict the Customer's or User's rights of use of the Services or any other part or element of the Services until the breach is cured;
2. block the Account until the breach is cured;
3. restrict Access of the Customer or User, including blocking any traffic from their IP address until the breach is cured.

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.

19 General Legal Terms

19.1 Notices

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.

19.2 Amendments in Writing

No amendment to the Agreement shall be effective unless made in writing, signed by duly authorized representatives of both parties.

19.3 No Waiver

The parties shall not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

19.4 Severability

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.

19.5 Applicable Law

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.

19.6 Jurisdiction

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.