I. INTRODUCTION

The CNH Industrial® Bale Manager Application (the “App”) will give you the ability to track bale count and attributes (e.g. size, moisture, type, number of wraps, etc.), which will be stored in your device (the “Services”). From this data, you will have the ability to create and export invoices to print or email to your customers. The App utilizes the telematics hardware (“Bale Manager Device”) installed in your CaseIH or New Holland baler (the “Equipment”) and provides a Bluetooth connection to the App. The Bale Manager Device will need to be purchased separately from an authorized CNHI dealer.

This CNH Industrial® Bale Manager Application End User License Agreement (this “Agreement”) applies to (i) the Services and the Bale Manager Device, and (ii) the use of, and your consent to the use of, certain information or data that may be collected, recorded, and transmitted from and about the Bale Manager Device associated with Services, and your use of the App.  You understand that by using the Bale Manager Application and its Services, CNHI and its business associates may collect and use data to provide you with the Services and for other purposes, as described below.

1. Acceptance of Agreement.  BY “ACCEPTING” THESE TERMS OR ACCESSING, ACTIVATING OR USING THE APP, OR THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO THIS AGREEMENT: (1) PLEASE DO NOT, AND YOU ARE NOT PERMITTED TO, ACCESS OR ACTIVATE OR USE THE APP, OR THE SERVICES; AND (2) FOR CLARITY, DO NOT CLICK “ACCEPT”.

2. Privacy Statements.  Your use of the App and the Services is also subject to the CNH Industrial® Privacy Notice (“Bale Manager Application Privacy Notice”).  A current copy of the Bale Manager Privacy Notice can be accessed and viewed at any time on the App.   

II. GRANT OF LICENSE AND LICENSE RESTRICTIONS

1. Limited License.  Subject to your compliance with the terms of this Agreement, , CNHI grants you a limited, worldwide, non-exclusive, non-transferable, non-assignable license (without the right to sublicense) to access and use the App and the Services for the duration of this Agreement, only in a commercially reasonable manner for your legitimate internal business purposes, in accordance with the terms and conditions of this Agreement, and only upon: (1) your use or activation of the Services; and (2) your Acceptance of this Agreement and acknowledgement of the Bale Manager Privacy Notice without modification.  You agree to (i) access and use of the App and Services only in a manner consistent with all applicable local, state, national or international laws, rules, orders, directives, statutes, and regulations (“Laws”), and (ii) use the App and Services in a manner consistent with CNHI’s documentation.  You assume full responsibility for the actions of any third party that you authorize or allow to access the App or Services.  For clarity, the App is licensed, not sold, to you.

2. Compliance with Laws; Consents.  You agree that you: (i) have fully complied and will fully comply with all applicable Laws (including anti-bribery and data privacy laws), including those relating to the use of the Services and the transmission and use of data and information provided to CNHI, and (ii) have provided and will provide all required notices to and have obtained and will obtain all necessary consents from your authorized users and other relevant individuals, including with regard to the transmission and use of data and information by the Services and CNHI.

3. No Reverse Engineering.  The license described in Section II.1 above does not include any right to any source code of the App.  Except and to the extent required or permitted by Law, you and your authorized users shall not reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Services, the Bale Manager Device or the App.  Information necessary to achieve interoperability and security testing of the Services, the Bale Manager Device or the App is available from CNHI upon request.

4. Security Measures.  The App and the Bale Manager Device may be protected by certain security measures, including but not limited to technological measures under the Digital Millennium Copyright Act, copyright protection measures, and application enabling mechanisms such as passwords, key codes, encryption, or other security devices (the “Security Measures”).  You and your authorized users agree that you will not: (i) defeat or attempt to defeat the Security Measures that protect the App or the Bale Manager Device and that would constitute a violation under applicable Law related to circumvention of technological measures that protect software, copyrighted works, or other intellectual property rights, or (ii) traffic in, purchase, manufacture, design, import, offer, sell or distribute any circumvention or hacking device that is designed to circumvent or hack the Security Measures or the App or the Bale Manager Device to the extent unlawful under applicable Law.

5. No Misuse.  You and your authorized users agree that you will not use the Services, the Bale Manager Device or the App for any purpose that is unlawful or not expressly permitted by this Agreement.  We may restrict or terminate use of the Services, the Bale Manager Device, or the App by you and your authorized users, in whole or in part, if there is a reasonable suspicion of, or any actual, misuse or fraudulent use by you or your authorized users.  You will be responsible for any costs incurred by us or any other party (including attorneys’ fees) as a result of such misuse or fraudulent use.  You and your authorized users may not:

(i) damage, disable, overburden, interfere with, disrupt or impair the Services, the Bale Manager Device, the App, or servers or networks connected to them, in any manner;

(ii) use the Services , the Bale Manager Device or the App in a “service bureau” or similar structure whereby third parties obtain or use of the Services through you, including without limitation as part of a service competitive with any service offered by CNHI;

(iii) interfere with any other party’s access, use or enjoyment of the Services, the Bale Manager Device, or the App in any manner;

(iv) intentionally or unintentionally violate any Law, including, but not limited to, Laws related to export;

(v) impersonate any person or entity, or misrepresent your affiliation with a person or entity, or provide any false or misleading information to CNHI; (vi)  use the Services, the Bale Manager Device or the App to convey obscene, prurient, defamatory, salacious, or unlawful information or copyrighted content that is not your property or to violate the rights of any third party;

(vii) use the Services, the Bale Manager Device or the App without permission on a stolen or lost device;

(viii) engage in unauthorized access to the Services, the Bale Manager Device or the App, which include without limitation, the pairing of the App with a Bale Manager Device installed in  equipment owned by a third party;

(ix) use the Services, Bale Manager Device or the App to provide voice over IP services; (x) except to the extent otherwise reasonably necessary to exercise the license rights granted to you under Section II.1 above, reproduce, modify, publish, distribute, publicly display, adapt, alter, translate, disclose, perform, or create derivative works from the App or the Bale Manager Device (or any part thereof), or any Third Party Materials (as defined below);

(xi) remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to, or accessed in conjunction with the App, the Services or the Bale Manager Device; or

(xii) track the location of any person or device without first informing and obtaining the necessary approvals from such person, owner, or person in control or possession of such device to permit you and CNHI to track such location. 

6. Third Party Materials.  The App, Bale Manager Device or Services may be bundled or used with software or services that are provided by third parties (“Third Party Materials”).  Third Party Materials are not governed by this Agreement, but may be governed by such third parties’ terms of use or other agreements.  CNHI will use reasonable efforts to notify you of events affecting Third Party Materials that CNHI bundles with the App, Bale Manager Device or Services and that may impact your use of the App, Bale Manager Device or Services.  HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CNHI EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY (AND YOU WILL NOT HOLD OR ATTEMPT TO HOLD CNHI RESPONSIBLE OR LIABLE) IN CONNECTION WITH THE THIRD PARTY MATERIALS OR USE THEREOF BY YOU OR ANY AUTHORIZED USER.

7. Transfer of Equipment.  You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this Agreement, except that if you permanently transfer ownership of the Equipment, then you may also permanently transfer all of your rights under this Agreement; provided that you (i) notify such transferee of the existence of this Agreement and the Services, and of the transfer of data in accordance with this Agreement, (ii) notify such transferee that it or its authorized users must enter into this Agreement with CNHI if they wish to continue to use the Services, the App or Bale Manager Device, and (iii) promptly notify CNHI of such transfer.  You will remain responsible for any use of the Services, the Bale Manager Device and the App, including by the Equipment, until you have contacted CNHI. 

III. THE SERVICES

1. Nature of the Services.  You acknowledge that in order for the Services to be provided, the Bale Manager Device in your Equipment will transmit certain data through the media of radio waves, cellular, satellite, GPS, Web, or similar technology.  The type, granularity, and volume of data collected will vary by machine type and may change at any time without notice.  You consent to such transmission and waive any claims that you may have against us as to the availability, quality and performance of the media transmitting the data, other than those claims which cannot be waived under applicable Law.  You understand that the Services is made available to you on the basis of several factors, including without limitation, Web access, cellular connectivity, computer usage, your Equipment, your operating system, and your Equipment’s Bale Manager Device and the App being activated and maintained by you. 

IV. DATA

1. Data Collection.  By using the Services and the App, certain data may be collected, recorded, and transmitted to CNHI, including Personal Data, Machine Data and Agronomic Data.  Personal Data will be defined in the Bale Manager Application Privacy Notice. “Machine Data” is data generated by your machine that is specific to your machine. “Agronomic Data” is data generated by your machine that is geocentric or relates to your field or your field operations, which include data collected by the Bale Manager Device which is transmitted to the App..  This Agreement does not grant CNHI any rights to your data that we may receive under this Agreement except for the rights of use described in this Agreement and in the Bale Manager Application Privacy Notice.  Certain Machine Data is proprietary to CNHI.

2. Data Sharing with Dealers.  Dealers authorized by CNHI or you to access and use your data made available through the App and the Services are called “Authorized Dealers”.  CNHI may provide Authorized Dealers information and data for the purpose of servicing your Equipment, Bale Manager Device or the App.  Authorized Dealers may process and use your or your authorized user(s)' Personal Data only to provide a service in connection with your Equipment, Bale Manager Device or the App, and in accordance with the Bale Manager Application Privacy Notice and applicable Law.

3. Use of Data.  You acknowledge that you have been notified of our Bale Manager Application Privacy Notice, and you hereby grant CNHI the right to process, use, disclose and transfer data transmitted to CNHI to provide you with the Services, among other uses, including any other purposes described in the Bale Manager Application Privacy Notice, in compliance with applicable Law.  This permission extends to third parties engaged by CNHI in connection with providing the Services.

4. Derived Data.  You and your authorized users understand that CNHI may aggregate, compile or derive data collected in connection with the Services such that a specific user or machine is no longer identifiable (“Derived Data”).  Derived Data does not consist, contain, or relate to Personal Data. CNHI shall own such Derived Data.  To the extent that you obtain any right, title or interest in such Derived Data, you hereby agree to irrevocably assign such right, title and interest to CNHI.  Such Derived Data may be accessed and used by CNHI for any purpose, and may be shared by CNHI with third parties, including but not limited to our dealers, our affiliates and their dealers, the manufacturer of the Equipment, and other business partners. CNHI shall implement and maintain measures to ensure that Derived Data remain anonymous.

5. Restriction of Data Access.  While you use the Services and the App, you may not restrict CNHI’s access to and use of your data, except as permitted by applicable Law. 
 
6. Deletion of Data.  If you or CNHI close your access or use of the Services or the App, unless otherwise required by applicable Law or unless otherwise agreed by CNHI, CNHI has the option and right to permanently delete any and all information, including data, maintained in the App, and you will no longer be able to retrieve any data or other information contained in the App.  You acknowledge that to the fullest extent permitted by applicable Law, CNHI has no responsibility for the deletion or failure to store any data or other information that may be submitted to CNHI, or that may be maintained or transmitted by the Services or the App. 

Notwithstanding the foregoing, CNHI shall not have any obligation to delete any Derived Data.

7. Transfer of Data.  Your data that is provided to CNHI may be collected, sent, processed and stored outside of the country in which you live and, as a result, may be available to governmental authorities under lawful orders and other Laws applicable in such foreign jurisdictions.  CNHI will use reasonable means to ensure that such data is protected in these cases, but CNHI cannot guarantee that the Laws of any foreign jurisdiction will accord the same degree of protection as the Laws of your country.

8. Third-Party Telematics Services.  As part of the Services, you may choose to have the Services communicate, transfer and exchange data between your Equipment’s Bale Manager Device and certain third-party devices, systems or software to generate custom reports, data or other features (“Third-Party Telematics Services”).  CNHI does not exercise control over the form or quality of data transmitted by such Third-Party Telematics Services, nor any reports or other data generated by them (collectively, “Third-Party Telematics Services Data”).  Therefore, by choosing to use Third-Party Telematics Services, you and your authorized users agree to the following:

(i) You agree to allow CNHI and your Equipment’s Bale Manager Device to transfer and exchange your data with such Third-Party Telematics Services.  You agree that once CNHI or your Equipment’s Bale Manager Device has initiated such transfer of your data to such Third-Party Telematics Service, to the extent that your data no longer remains in the Services, your data will no longer be governed by this Agreement or the Bale Manager Application Privacy Notice; rather, your data may be governed by such third-party supplier’s privacy statement. 

(ii) Third-Party Telematics Services are not governed by this Agreement, but may be governed by the third-party supplier’s terms of use or other agreements which you may enter into directly with the Third-Party Telematics Services.  You and your authorized users agree that you and they will not hold CNHI responsible for access to or use of any Third-Party Telematics Services, including any resulting Third-Party Telematics Services Data.   

(iii)  You accept any and all limitations in the use and quality of the Third-Party Telematics Services and any Third-Party Telematics Services Data, and agree that CNHI is not responsible for the quality or accuracy of, or the inability to receive, access or use Third-Party Telematics Services or any Third-Party Telematics Services Data.

(iv) CNHI may control the flow of Third-Party Telematics Services Data transmitted to and from the Services, the App or the Bale Manager Device, and may stop or block the use of any Third-Party Telematics Services or any Third-Party Telematics Services Data that CNHI believes may adversely affect the Services, the App or the Bale Manager Device.

(v) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CNHI EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY (AND YOU WILL NOT HOLD OR ATTEMPT TO HOLD CNHI RESPONSIBLE OR LIABLE) IN CONNECTION WITH: (1) YOUR DATA ONCE CNHI OR YOUR EQUIPMENT’S BALE MANAGER DEVICE HAS INITIATED SUCH TRANSFER OF YOUR DATA TO A THIRD-PARTY TELEMATICS SERVICE (WHETHER DIRECTLY OR INDIRECTLY THROUGH AN INTERMEDIARY SYSTEM); AND (2) ANY THIRD-PARTY TELEMATICS SERVICES OR ANY THIRDPARTY TELEMATICS SERVICES DATA, INCLUDING BUT NOT LIMITED TO ANY USE BY YOU OR YOUR AUTHORIZED USERS AND ANY RESULTING DAMAGE OR UNAUTHORIZED ACCESS TO OR LOSS OR ALTERATION OF YOUR EQUIPMENT OR DATA.

V. MODIFICATIONS 

1. Modification or Discontinuation.  To the fullest extent permitted by applicable Law, CNHI may, at any time, modify, suspend or permanently discontinue the Services, or the App, or any portion of their features, functions or products or associated support, with or without advance notice, for any or no reason.  CNHI will not be liable to you or to any third party for any such modification, suspension or discontinuance, nor will CNHI be obligated to continue offering support for any suspended or discontinued Services, the App, or portions thereof.  By accessing or using the Services or the App, you consent to our modification to the Services or the App, or any portion of its or their features, functions, products, or associated support. CNHI will provide reasonable advance notice for any modification, suspension or discontinuation of the Services or the App, which have an adverse and material impact on the essential part of our obligations under this Agreement.

2. Software Updates.  You agree that CNHI may, at any time, remotely change or update the App or Bale Manager Device with or without any advance notice.  Such changes or updates may include bug fixes, patches, enhanced or new functions or features, and new versions.  Unless otherwise explicitly stated by CNHI, any changes and updates to the App or Bale Manager Device will continue to be governed by the terms of this Agreement.  By accepting this Agreement, you give your express consent to the installation of future software updates.

VI. SERVICE REQUIREMENTS AND LIMITATIONS

1. Service Requirements. 

(i) General.  You understand that, in order for the Services or the App to operate, your Equipment must have a working electrical system and your Equipment and the Bale Manager Device on your Equipment must otherwise be in working condition. 

(ii) Third Party Communications Systems.  In order to operate, the Services, the Bale Manager Device and/or the App requires the use of a proprietary third party communications system, such as that of a telephonic wireless communications carrier or a satellite-based communication system (each, a “Communications Carrier”).  CNHI HAS NO RESPONSIBILITY FOR THE AVAILABILITY, QUALITY OR PERFORMANCE OF (AND THE SERVICES EXCLUDE) WIRELESS OR SATELLITE-BASED COMMUNICATIONS SERVICES OR EQUIPMENT FURNISHED BY THE COMMUNICATIONS CARRIERS.  THE COMMUNICATIONS CARRIERS ARE EXCLUSIVELY RESPONSIBLE FOR SUCH SERVICES AND EQUIPMENT.   

(iii) The App.  You agree that the App requires access to the Web, and you are responsible for the acquisition, configuration, monitoring, maintenance, management, and fees and expenses of your network connection and software and hardware related to your use of the Web, including LAN, computers, modems, and telecommunications devices.  CNHI is not responsible for the network connection to access the Web or for issues, problems or conditions arising from or related to the network connection, including but not limited to bandwidth issues, signal coverage, network outages, or other conditions that are caused by the Web or network connection.

2. Legal Requirements.  Transmission of information using your Equipment’s Bale Manager Device is subject to legal requirements that may vary from location to location, including radiofrequency use authorization.  You are responsible for limiting your use of the Bale Manager Device to those locations where all legal requirements for their use and the communication network have been satisfied.  In the event that your Bale Manager Device is located in or relocated to a location where (i) legal requirements are not satisfied or (ii) transmitting or processing of such information across multiple locations would not be legal, CNHI disclaims any and all liability related to such failure to comply, and CNHI may discontinue the transmission of information from that device. 

VII. SUPPORT SERVICES

CNHI and its dealers may offer to provide (but are not obligated under this Agreement to offer or to provide) you with support services related to the Services, the App or the Bale Manager Device.  Any such support services may be subject to additional terms and conditions.

VIII. INTELLECTUAL PROPERTY 

You and your authorized users understand that the Services and the App are protected by intellectual property laws and international treaties.  As between CNHI and you, all rights, title, and interest in and to Services and the App, and are owned by CNHI (or its licensors), and nothing contained in this Agreement transfers or assigns any right, title, or interest in the Services, or the App, including without limitation any trademark rights, to you or your authorized users.  You and your authorized users hereby agree and acknowledge that CNHI and its licensors (and as applicable, third-party suppliers) own all right, title and interest in and to all intellectual property rights in connection with or relating to the Services, and the App. 

IX. SUSPENSION AND TERMINATION

1. Suspension/Termination For Cause.  CNHI may suspend or terminate your and your authorized users’ license to use the Services and/or the App, without liability, if:

(i) you or your authorized users violate the terms of this Agreement or any other valid agreement with CNHI for the use of the Services, the Bale Manager Device, or the App; or

(ii) CNHI has reason to believe that you, your authorized users, any of your agents or any third party is abusing the Services, the Bale Manager Device, or the App, or using it fraudulently or unlawfully.

2. Termination for Convenience by CNHI.  Subject to any additional notice requirements under applicable Law, CNHI may terminate this Agreement upon thirty (30) days’ prior notice to you, without this giving you the right to claim any compensation.   

X. WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CNHI, ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AND OTHER SUPPLIERS, AUTHORIZED DEALERS, AFFILIATES AND AGENTS (EACH A “CNHI PARTY” AND COLLECTIVELY THE “CNHI PARTIES”) DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR OR YOUR AUTHORIZED USERS’ USE OF THE SERVICES, THE BALE MANAGER DEVICE, OR THE APP.  YOU AND YOUR AUTHORIZED USERS EXPRESSLY UNDERSTAND AND AGREE THAT: (a) THE SERVICES, THE BALE MANAGER DEVICE, AND THE APP ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU; (b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CNHI PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, (i) WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (ii) WARRANTIES ARISING THROUGH THE COURSE OF DEALINGS OR USAGE OF TRADE; (iii) WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES, BALE MANAGER DEVICE, OR THE APP; AND (iv) WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES, THE BALE MANAGER DEVICE, OR THE APP WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE; AND (c) THAT YOU WILL ACCESS AND USE THE SERVICES, THE BALE MANAGER DEVICE, AND THE APP AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM(S) OR EQUIPMENT OR LOSS OR ALTERATION OF DATA THAT RESULTS FROM SUCH ACCESS AND USE.

THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY GRANTED IN THIS AGREEMENT.  MANDATORY LAW IN SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

XI. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL THE CNHI PARTIES BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR A THIRD PARTY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA (INCLUDING AS A RESULT OF SOFTWARE UPDATES OR CHANGES), LOSS OF BUSINESS INFORMATION, VIRUS INFECTIONS, SYSTEM OUTAGES AND THE LIKE, ARISING OUT OF, BASED ON OR RESULTING FROM THIS AGREEMENT OR YOUR OR YOUR AUTHORIZED USERS’ ACCESS TO, USE OF, MISUSE OF OR INABILITY TO USE THE SERVICES, THE BALE MANAGER DEVICE, OR THE APP (INCLUDING LOSSES OR DAMAGES ARISING FROM THEIR INTERRUPTION OR TRANSMISSION ERRORS (INCLUDING LOCATION DATA INACCURACIES), DEFECTS, OR ANY OTHER CAUSES), EVEN IF CNHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). CNHI DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY ARISING FROM EVENTS BEYOND ITS CONTROL OR THE CONTROL OF ITS SUBCONTRACTORS, LICENSORS OR BUSINESS PARTNERS, INCLUDING EVENTS SUCH AS ACTS OF GOD, ACTS OF ANY GOVERNMENTAL ENTITY, ACTS OF PUBLIC ENEMY, STRIKES OR WEATHER CONDITIONS.  THE EXCLUSION OF DAMAGES UNDER THIS SECTION XI IS INDEPENDENT OF ANY REMEDY PROVIDED UNDER THIS AGREEMENT AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE.  THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER DAMAGES ARISE FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.  TO THE EXTENT THAT APPLICABLE LAW DOES NOT PROHIBIT SUCH EXCLUSIONS AND LIMITATIONS, IN NO EVENT WILL CNHI’s TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED USD 50,000. CNHI'S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE WILL BE REDUCED BY THE EXTENT, IF ANY, TO WHICH YOU CONTRIBUTED TO THE DAMAGE, LOSS OR CAUSE OF ACTION.

THE PRECEDING LIMITATIONS OF LIABILITY DO NOT APPLY TO LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAWS, SUCH AS IN THE EVENT OF STATUTORILY MANDATED LIABILITY (INCLUDING LIABILITY UNDER APPLICABLE PRODUCT LIABILITY LAW) OR IN THE EVENT OF PERSONAL INJURY ARISING SOLELY FROM A CNHI PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

In the event that applicable Laws imply warranties or conditions or impose guarantees or obligations on CNHI which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent ("Non-Excludable Rights"), this Agreement must be read subject to these Laws, and nothing in the Agreement is intended to exclude, restrict or modify your Non-Excludable Rights.  If these Laws apply, then to the extent permitted by applicable Laws, CNHI limits its liability in respect of any claim under those Laws, (a) in the case of goods, at CNHI's option, to (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of having the goods repaired, and (b) in the case of services and at CNHI's option, to: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied.

XII. INDEMNITY 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPON CNHI’S REQUEST, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF THE CNHI PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DEMANDS, ACTIONS OR OTHER PROCEEDINGS BROUGHT AGAINST IT BY ANY THIRD PARTY DUE TO, ARISING OUT OF OR RELATED TO YOUR OR YOUR AUTHORIZED USERS’ (A) USE OF THE SERVICES, THE BALE MANAGER DEVICE, OR THE APP (INCLUDING IN CONNECTION WITH TRACKING THE LOCATION OF ANY PERSON OR DEVICE), (B) BREACH OF THIS AGREEMENT, (C) FAILURE TO PROVIDE NECESSARY NOTICES OR OBTAIN NECESSARY CONSENTS FROM AUTHORIZED USERS OR OTHER INDIVIDUALS REGARDING THE SERVICES, THE BALE MANAGER DEVICE, OR THE APP (INCLUDING IN CONNECTION WITH TRACKING THE LOCATION OF ANY PERSON OR DEVICE), AND (D) VIOLATION OF ANY LAW OR THIRD PARTY RIGHTS.  You shall pay any and all costs, damages and expenses, including, without limitation, attorneys’ fees and costs (as between attorney and own client) awarded against or otherwise incurred by the CNHI Parties in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.  A CNHI Party may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with such CNHI Party in asserting any available defenses.

XIII. OTHER

1. Electronic Signature and Disclosure Consent Notice.  You agree to the use of electronic documents and records in connection with this Agreement, the Services, the Bale Manager Device and the App.  You agree that all such documents and records that CNHI provides to you electronically through the App satisfy any requirement that these documents and records be in writing.  To receive or access electronic documents and records, you must have a compatible and functional operating system or software capable of displaying PDF files.  To retain documents and records, your device must have the ability to download and store PDF files.  Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements. 

2. Choice of Law and Dispute Resolution.   

a) Except to the extent expressly provided in paragraph (b) below, this Agreement is governed by and construed in accordance with the laws of the State of New York and applicable United States federal law, including the Federal Arbitration Act, without reference to “conflicts of laws” provisions or principles.  WE BOTH AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, TO USE FINAL AND BINDING ARBITRATION, NOT LAWSUITS TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY RELATING IN ANY WAY TO YOUR OR YOUR AUTHORIZED USER’S USE OF THE SERVICES, THE BALE MANAGER DEVICE, OR THE APP, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BALE MANAGER APPLICATION PRIVACY NOTICE (EACH, A “DISPUTE”).  For purposes of clarity, this arbitration agreement does not apply to any Dispute arising out of the Equipment that is unrelated to the Services, the Bale Manager Device, the App, this Agreement, or the Bale Manager Application Privacy Notice. 

The arbitration will be administered by the American Arbitration Association (AAA) in accordance with the AAA’s Commercial Arbitration Rules, and, if applicable, the AAA’s Consumer Arbitration Rules.  If you are located in the United States, then unless you and we agree otherwise, the arbitration will take place in a location near where you reside or as otherwise specified in Table 1.  If you are located in a jurisdiction other than the United States, the arbitration will take place in a location in the United States which we will select in our sole discretion, unless applicable Law requires otherwise. If (a) you are a U.S. citizen; or (b) you reside in the U.S.; or (c) you are accessing the App from the U.S. or; you are not a citizen of one of the countries identified in paragraph (b) below: 
 

I. You agree that any dispute resolution proceedings will be conducted only on an individual basis and you expressly waive the right to request or maintain any class-wide, representative or consolidated actions, even if AAA procedures or rules would permit them.  We each agree that the parties are waiving the right to a trial by jury, and if for any reason a Dispute proceeds in court rather than in arbitration, we each waive any right to a jury trial.  Notwithstanding the foregoing, we both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights;

II. To the extent permissible under applicable Law and the relevant AAA rules, you and we agree to pay our own fees, costs, and expenses, including those for any attorneys, experts, and witnesses; and

III. If and to the extent a lawsuit or court proceeding is permitted under this Agreement, then to the extent permissible under applicable Law, you hereby consent and agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York City, New York.  

b) If you are (a) a citizen of any European Union country or United Kingdom, or Switzerland, Norway, Iceland or South Africa; and (b) you are not accessing the App from the U.S., the governing law and forum shall be the laws and courts of your usual place of residence. 
 

3. Import and Export Compliance.  You acknowledge that all system hardware, system software, proprietary data, know-how, or other data or information (herein referred to as "Products") obtained from CNHI may be subject to the import and export control Laws of one or more countries and, accordingly, their import, export, re-export, and transfer may be restricted or prohibited.  You agree to strictly comply with all such Laws and not to directly or indirectly import, export, re-export, transfer, or cause to be imported, exported, re-exported, or transferred, any such Products to any destination, entity, or persons prohibited or restricted under any Law, unless you have first obtained prior written consent of CNHI and any applicable governmental entity, either in writing or as provided by applicable Law, as the same may be amended from time to time.  For greater certainty, without prior written consent as described above, you are not permitted to use or otherwise import, export or re-export the App, Bale Manager Device, Services or Data in any way that violates any applicable laws or security programs, including into (i) temporarily occupied territories and territories of antiterrorist operation, or (ii) to any individuals and legal entities on a list of personalized special economic and other restrictive measures (sanctions) approved by any applicable government. 

4. U.S. Government Restricted Rights and Commercial Computer Software.  The Product is deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212 (and any successor sections).  Use of the Product including, but not limited to, its reproduction and display, by the United States of America and any of its instrumentalities, regardless of form, is governed by this Agreement.

5. Entire Agreement.  This Agreement, the terms of the Bale Manager Application Privacy Notice, and any other valid agreement between you and CNHI for use of the Services, the Bale Manager Device, and the App constitute the entire agreement between you and CNHI and govern your use of the Services, the Bale Manager Device, and the App, superseding any and all prior agreements, negotiations and communications (whether written, oral or electronic) between you and CNHI with respect to such subject matter.  Except as otherwise expressly set forth otherwise in this Agreement, no change, modification, or waiver of this Agreement will be binding on CNHI unless made in writing, with CNHI’s approval.  Any rights not otherwise expressly granted under this Agreement are reserved by CNHI and its licensors.  The failure of CNHI to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any part of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable Law to reflect, as nearly as possible, the original intentions of CNHI, and the remaining portions shall remain in full force and effect.  No third party shall have the right to enforce any provision of this Agreement.

SECTIONS IV, VIII, X, AND XI FORM AN ESSENTIAL PART OF OUR OBLIGATIONS.

6. Modification of Agreement.  To the extent permissible under applicable Law, CNHI may modify and update this Agreement at any time.  CNHI will provide you with reasonable notice of any such changes.  CHNI may notify you of material changes to this Agreement by contacting you via your contact information provided in your account.  Your continued use of the Services, the Bale Manager Device, or the App following the posting of any such changes will constitute confirmation of your acceptance of the updated Agreement, unless you notify CNHI in writing within 30 days of the notice that you do not accept the updated Agreement.  In that case, this Agreement in effect at the time of your last agreement to or acceptance of this Agreement will remain in effect, unless CNHI, at its option, exercises its right to terminate this Agreement.

7. Time Limits for Pursuing Claims and Disputes.  You agree that to the extent permissible under applicable Law, any claim or cause of action arising out of or related to use of the Services, the Bale Manager Device, or the App must be brought either in arbitration or in court in accordance with Section XIII(2) within one (1) year after such claim or cause of action arose or be forever barred.

8. Official Language.  The official language of this Agreement is English.  Unless the Laws of the location in which you reside require otherwise, the parties hereby acknowledge that they have required this Agreement, and all other documents relating hereto, be drawn up in the English language only.  This Agreement may also be provided in other languages.  For purposes of interpretation, or in the event of a conflict between the English version of this Agreement and the versions of this Agreement in any other language, the English language version shall control unless the Laws of the location in which you reside require that a different version control.

================================= 

While reading this notice, please consider the following definitions:

• "App” shall mean the CNH Industrial Bale Manager Application.
• “Authorized Users of the Services” means any person authorized to use the telematics service by the service recipient.
• “Recipient of the Services” means the natural or legal person (CNHI Customer) to whom the service is delivered by us through the mobile application.
• “Services” means the bale manager services provided for, by and through the App, as further described in the Bale Manager End-User License Agreement.
• "User of Our Connected Equipment” means any natural person who operates our connected equipment.  

In accordance with the conditions for the activation and use of the Services or the App, the Recipient of the Services is responsible for making a copy of this notice available to the Authorized Users of the Services and the Users of Our Connected Equipment. 

1. WHAT DATA WE COLLECT 

Data that collected and processed are the following:

a. data concerning the Recipient of the Service as well as data about Authorized User of the Services;

b. device data which is contained into the device on which the App has been downloaded (e.g. device contacts and photos);

c. machine data generated by the equipment and transmitted through the App or through wireless cellular network such as: i. operational identifiers (e.g. field identifier, unit of measurement ii. equipment status information (e.g. speed, PTO speed, number of wraps) iii. duty information (e.g. bales/hr, total run time, manually adding additional fees, crop type) iv. external conditions (e.g. date and time)

d. agronomic data which is data generated by the equipment that relates to field or field operations (e.g bales/hr, total run time, bale count, cut bales, knives equipped, wrap quantity, average moisture, bale size, bale size setting, bale shape, last bale moisture value, bale density, wrap mode (net/twine), economics value related to each bale produced) 

Machine data and agronomic data do not enable us to identify the user of our connected equipment. However, each equipment may be identified by some  identification elements  (for example: field identifier) and there are possibilities to trace such identification codes back to an identified or identifiable individual, e.g. based on information available to others (e.g. the recipient of the telematics service).  Under certain conditions, machine data and agronomics data can therefore be regarded as to Personal Data when linked to a unique equipment identification code. 

2. WHY WE USE DATA

We process your Data to be able to provide you with the Services. The specific Legal Bases for the processing of Data for the purposes listed below are detailed in the “Country-specific table” in annex A to this notice. We invite you to read the sections relevant to you. 

If you are a Recipient of the Services or an Authorized User of the Services, your Data may be processed for the following purposes:

a. to pursue our interest in delivering the agreed Services to the Recipient of the Services (e.g. allowing the App to search for nearby BLE vehicles, to auto-populate the invoice template accessing the necessary data on your device and share it with your contacts);

b. to pursue our interest of delivering assistance and support to Services and equipment users and well as to protect equipment and service from cybersecurity threats;

c. to comply with legal and regulatory obligations, such as tax and accounting activities or mandatory updates;

d. to pursue our interest of establishing, maintaining, and improving a satisfactory relationship with you, including the possibility to perform surveys to evaluate satisfaction regarding the quality of our products and services;

e. to pursue our interest to exercise defense in case of complaints or legal actions. 

If you are a User of Our Connected Equipment, your Data may be processed for the following purposes:

f. to pursue our interest of fulfilling our contractual obligation and deliver agreed Services to the Recipient of the Services;

g. to pursue our interest of delivering assistance and support to Services and equipment users and well as to protect equipment and Services from cybersecurity threats;

h. to comply with legal and regulatory obligations, such as tax and accounting activities or mandatory product updates;

i. to pursue our interest of delivering non-mandatory software updates to maintain or increase quality of service and level of security and safety;

j. to pursue our interest to improve the quality and performances of our products and services, as well as to conceive new services;

k. to pursue our interest to exercise defense in case of complaints or legal actions. 

If you are using our connected equipment and/or Services in the context of a demo, your Data may be processed for the following purposes:

l. to pursue our interest to demonstrate functionalities and features of our products and Services;

m. at your request, to provide information about our products, services, offers and commercial network; 

n. to pursue our interest of delivering assistance and support to Services and equipment users and well as to protect equipment and service from cybersecurity threats;

o. to pursue our interest to improve the quality and performances of our products and services, as well as to conceive new services;

p. to pursue our interest to exercise defense in case of complaints or legal actions. 

Data may be processed both automatically and manually, either by means of information systems or in paper form.  

3. CONSEQUENCES OF FAILURE TO PROVIDE DATA

Processing Data is necessary to perform the provision of the Services, as well as to maintain or increase the quality of service and to provide necessary assistance and support. Not providing Data (such as the access to your device data) may prevent us from delivering the required Services or may result in suboptimal provision of the required Services. 

4. TO WHOM WE SHARE DATA WITH

We are part of the CNH Industrial Group, a global leader in the capital goods sector. Machine and agronomic data may be shared with or communicated to subsidiaries and affiliates of the CNH Industrial Group, based in and outside your country and in and outside the European Economic Space (“EEA”) (or outside the Country where the Data Controller is established), which are under specific contractual obligation and may use it for the fulfillment of the purposes listed above. 

Data may also be communicated to other third parties to comply with legal obligations, to operate and maintain our and the CNH Industrial Group security, protect our and the CNH Industrial Group rights or property, to respond to order of Public Authorities, or to exercise our rights before judicial authorities.

Outside of these cases, we will not share any Data to any other third party. In particular, once an invoice template is generated it is saved on the device (we will have no access to such data) and the Recipient of the Services or the authorized user will be presented with an option on how they would like to share the invoice template. Some of the options include email, print, or the possibility to share the invoice template through a third-party app/service they would like to use. In this case they will be redirected to the app they choose, leaving our mobile application, and third-party platform operators may collect and use information about them, including through cookies, for their own purposes. In this case no data is transferred by CNH Industrial to/or processed on behalf of CNH Industrial by third-parties. For more information, we invite you to read the privacy notices made available by the platform operators.

For California residents: Under the California Consumer Privacy Act (CCPA) definitions of “sale” and “sharing” of Data, in the preceding twelve (12) months, we have not “sold” your Data for either monetary or other valuable consideration nor have we “shared” your Data for the purpose of crosscontext behavioural advertising. 

5. TRANSFER OF DATA TO THIRD COUNTRIES 

In order to perform Data processing activities as detailed above, we may transfer machine and agronomic data outside of your country and the EEA (or outside the Country where the Data Controller is established), including storing such data in digital or physical databases managed by entities acting on our behalf. Database management and data processing are limited to the purposes of the processing and are carried out according to applicable data protection laws and regulations. 

Data is transferred outside of your country and the EEA (or outside the Country where the Data Controller is established) only in compliance with the provisions set forth by applicable laws including, if appropriate, contractual measures to guarantee that data is properly safeguarded and processed. 

6. DATA RETENTION AND DISPOSAL 

We maintain machine and agronomic data in our systems and archives for as long as necessary to pursue the purposes and interests described in this Privacy Notice taking into account, when applicable, legal and contractual requirements. When Data is no longer necessary for the purposes for which it is processed, it is either safely disposed or kept in a form which does not permit the identification of data subjects, provided that we are not legally required or permitted to hold such data. This data will be processed and stored for its whole lifecycle, ensuring security and confidentiality of the same in compliance with principles of fairness, lawfulness and transparency and in accordance with the provisions of applicable laws and regulations.

All the other data is stored locally on your device within the App memory and CNHI will have no access to such data or to the invoice templates created through the mobile application. Therefore, any decision about data retention and disposal is under the App user’s control only. 

7. HOW WE USE COOKIES 

Cookies are small text files which are transferred to your mobile device when you use the App. Depending on their specific purpose, cookies and other similar technology may collect and store personal data. Cookies allows the App to recognize your device on each subsequent visit and to store your browsing preferences, giving you a more functional experience, and making the content of the App as personalized as possible.

Cookies that are required for the App to operate properly (“Technical” cookies) are allowed to be set without your permission. These cookies are fundamental to enable you to use the App’s features therefore blocking these cookies may affect how this App functions. We only use first party technical cookies for the sole purpose of allowing the App functioning. In particular, we do not use any third parties’ cookies and won’t be able to save your preferences about cookies. 

8. DATA CONTROLLER

CNH Industrial America LLC, a Delaware limited liability corporation with its principal place of business at 700 State Street; Racine, WI, is the Controller for the Data it collects and processes in the framework of this Privacy Notice.  

9. DATA SUBJECT RIGHTS

You may have rights such as the right to access your Data etc. Details concerning the rights you are granted are available in the “Country-specific table” Annex A to this notice.

If you wish to exercise one or more rights you are granted by applicable Data Protection Laws, you can submit a request to us at any time by: 

• completing the relevant online form: here, or
• sending an email to privacy-NA@cnhind.com, or attaching the standard form available here: http://www.cnhindustrial.com/en-us/footer/Pages/DSRDC.aspx ;
• contacting the Data Controller for processing your Personal Data or at the address indicated in the section 8 of this Privacy Notice, specifying “for the attention of Privacy Compliance”
• if you are a resident of California (USA), you may also exercise your rights by calling us at either of the following toll-free numbers:
• (877) 422-7344 (Case IH)
• (866) 639-4563 (New Holland)
• Controller’s representatives contact details for EEA and UK users under Annex B. 

Should you submit a request to exercise any of your rights, we may ask for additional information to confirm your identity and to handle your request properly. We will also retain information concerning your request, including your identification and contact details, for as long as necessary to pursue specific objectives, including handling any objections to how we handled your request or any additional requests, internal evaluation of the process, and demonstrating that we handled your request correctly in the event of audits or reviews by competent authorities. 

10. UPDATES TO THIS PRIVACY NOTICE

This Privacy Notice was updated in July 2023. We reserve the right to amend or update the Privacy Notice from time to time to reflect changing legal requirements or our processing activities. We will make available and inform you about any substantial update.

ANNEX A

COUNTRY-SPECIFIC TABLE

Depending on your country and that of the Data Controller, different Data Protection laws may apply and you may exercise specific privacy rights.

ANNEX B

REPRESENTATIVE CONTACT LIST 

This annex contains contact details of CNH Industrial entities acting as Representative for the processing of Personal Data described in the privacy notice on behalf of the Controller in countries in which it does not maintain a presence. This annex is relevant to you if you are a user within the EEA and UK.