This Agreement is between “You” (the user of the SMARTNET(TM) Reference Station Network) and Leica Geosystems, Inc., a Delaware corporation having a principal place of business at 5051 Peachtree Corners Cir., Ste 250, Norcross, GA 30092 (hereinafter “Leica”), to grant You access to the SMARTNET Reference Station Network on these terms and conditions set forth below.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCESSING SMARTNET REFERENCE STATION NETWORK. THIS IS A LEGAL AGREEMENT, WITH IMPORTANT LEGAL CONSEQUENCES, BETWEEN YOU, THE LICENSEE (EITHER AN INDIVIDUAL OR A SINGLE ENTITY), AND THE LICENSOR, LEICA GEOSYSTEMS, INC., REGARDING ACCESS TO THE SMARTNET REFERENCE STATION NETWORK. THIS AGREEMENT IS PRESENTED FOR REVIEW AND APPROVAL AS A MANDATORY STEP PRIOR TO ACCESSING AND USING CORRECTIONS FROM THE NETWORK. ACCESSING OR USING THE NETWORK SIGNIFIES YOUR ACCEPTANCE OF AND AGREEMENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, OR DO NOT UNDERSTAND THEM, YOU SHOULD CLICK “DO NOT AGREE” OR WORDS OF LIKE IMPORT BEFORE ACCESSING THE NETWORK. THIS AGREEMENT SUPERCEDES AN ORAL UNDERSTANDING BETWEEN THE PARTIES AND CAN ONLY BE MODIFIED BY WRITTEN AGREEMENT.

Network Access

Leica hereby grants You permission to access, with one roving GNSS receiver (hereinafter “Rover”), the SMARTNET Reference Station Network for the Term, contingent on Your paying subscription fees during the Term. The “Term” is as defined in a Purchase Order or other document between You and Leica. You may access the SMARTNET Reference Station Network with additional Rovers upon paying additional fees as agreed to from time to time with Leica in writing.

To facilitate access to the SMARTNET Reference Station Network, Leica will provide You with a user name and password and the Internet Protocol (IP) address of the SMARTNET Reference Station Network (“Information”). You agree to keep the Information confidential and not disclose the Information to any third party. You agree that usage information regarding the Leica’s positioning data, and any other data obtained by You through authorized use of the SMARTNET Reference Station Network, will be treated by You as confidential and the exclusive property of Leica. Leica may track and record user information for the purpose of monitoring, improving or marketing the SMARTNET Reference Station Network or for other purposes associated with the SMARTNET Reference Station Network.

Default

If You fail to satisfy any obligation under the Agreement, Leica has the right to declare You in default and immediately prevent You from accessing the SMARTNET Reference Station Network. In addition, You agree to pay all costs, expenses, and reasonable attorney’s fees for Leica’s enforcement of this Agreement.

Disclaimer

Leica expressly disclaims any warranty, representation or promise that the SMARTNET Reference Station Network is or will be free from defects or that the SMARTNET Reference Station Network will cover a particular area or that uninterrupted access or use to the SMARTNET Reference Station Network is or will be available. Leica expressly disclaims any warranty, representation or warranty as to the accuracy or integrity of the data created by or passing through the SMARTNET Reference Station Network. LEICA MAKES NO REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) TO YOU AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT THERETO.

Representations and Warranties

You represent and warrant that You will access the SMARTNET Reference Station Network only for Your use and shall not lend, lease or share Your access rights or subscription with any third party. You further represent and warrant that You will not access the SMARTNET Reference Station Network so as to exceed the number of Rovers permitted by Your subscription. You represent and warrant that You are proficient in the use of GPS systems of the type useable with the SMARTNET Reference Station Network and will independently assess the accuracy and value of any data derived from the SMARTNET Reference Station Network. You represent and warrant that You will comply with all laws, codes, rules, and regulations relating to Your use of the SMARTNET Reference Station Network, and that You have obtained all necessary licenses, permits, training, and authorizations necessary for access or use of the SMARTNET Reference Station Network.

Assignment

You may not assign any right or delegate any right or duty under this Agreement without prior written consent from Leica. Leica has the right to assign, sell, or transfer any or all of its interest under this Agreement without Your approval or consent, and without notice to You.

Miscellaneous

This Agreement may not be amended, altered, modified, rescinded or extended except by a written instrument signed by the Parties. The waiver or breach of any provision of the Agreement by either Party shall not operate as a waiver of any other part or right. The headings in the Agreement are for convenience only and do not delineate the rights or parts of the Agreement. The Agreement shall be construed in accordance with the laws of the State of Georgia.