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License Agreement for ADAPT

The following text is a copy of the license agreement used when working with this product. This document copy is for reference purposes only.

Document Contents​

CNH CN1 ADAPT PLUG-IN SOFTWARE LICENSE AGREEMENT​

Last Revised: September 18, 2018

THIS CNH CN1 ADAPT PLUG-IN SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS A BINDING LEGAL CONTRACT BETWEEN YOU OR THE ENTITY YOU REPRESENT (“YOU”) AND CNH INDUSTRIAL AMERICA LLC AND ITS GLOBAL AFFILIATES AND RELATED ENTITIES (“CNH”). IF YOU REPRESENT AN ENTITY, YOU AGREE THAT YOU HAVE THE ABILITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IN ORDER TO USE THE PLUG-IN (DEFINED BELOW), YOU MUST FIRST AGREE TO THIS AGREEMENT WITH CNH.

YOU MAY NOT USE THE PLUG-IN IF YOU DO NOT ACCEPT THIS AGREEMENT. BY CLICKING "I ACCEPT", DOWNLOADING, OR USING THE PLUGIN, YOU ARE PROVIDING YOUR ELECTRONIC SIGNATURE AND HEREBY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT:

(1) PLEASE DO NOT, AND YOU ARE NOT PERMITTED TO, DOWNLOAD OR USE THE PLUG-IN; AND

(2) FOR CLARITY, DO NOT CLICK “I ACCEPT” IN THIS AGREEMENT.

1. GENERAL AND DEFINITIONS​

This Agreement does not apply to or govern your use of CNH’s data or CNH software (including the SDK and APIs), products or services other than the Plug-In, which shall each be governed by other agreements as applicable.

The following capitalized terms shall have the following meanings:

“Party” shall mean you or CNH, and together, the “Parties”.

“Sample Code” means certain software code that CNH has included as a part of the Plug-in for you to incorporate into Your Software.

“Plug-in” means the binary version of the CNH CN1 ADAPT plug-in that you download, Sample Code, and any related documentation provided or made available to you by CNH. The Plug-in also includes any upgrades, updates, error corrections, and future versions of the Plug-in (or any components thereof) provided or made available to you by or on behalf of CNH.

“Your Software” means your developed software or application for precision farming designed to function with CNH products.

2. LICENSE​

2.1 License​

Subject to your compliance with the terms and conditions of this Agreement, CNH hereby grants to you a limited, revocable, no cost, non-exclusive, nontransferable right and license to use the Plug-in and to make a reasonable number of copies of the Plug-in, in each case solely for the purpose of the development of Your Software, and distribute the Plug-in solely as an embedded part of Your Software in object code form.

The Plug-in that is embedded into Your Software remains subject to this Agreement. You are required to include CNH’s copyright notices in Your Software containing the Plug-in. You have no rights to the Plug-in or any portion thereof except as expressly set forth herein.

2.2 Restrictions​

You shall not and shall not permit third parties to:

(a) use the Plug-in except as embedded into Your Software and in accordance with the applicable documentation;

(b) without limiting the provisions of Section 4, take any action that would subject the Plug-in to any encumbrances or third party terms;

(c) sell, rent, lend, sublicense, loan or lease the Plug-in;

(d) make the Plug-in available to third parties through hosting, outsourcing, or similar arrangements;

(e) make the Plug-in available to third parties through a software-as-a-service arrangement, except as embedded into Your Software or as needed to update the Plug-in that is embedded into Your Software;

(f) remove or obscure any copyright notices from the Plug-in;

(g) access the Plug-in for competitive purposes or disseminate performance information relating to the Plug-in;

(h) modify, translate, decompile, disassemble, reverse engineer or create or attempt to create the source code from the object code of the Plug-in, or adapt the Plug-in in any way or for use to create a derivative work except as described in Section 2.1; or

(i) use the Plug-in to violate or in violation of any law.

2.3 License to Use Trademark and Trade Names​

Any and all trademarks and trade names that CNH uses in connection with the license granted hereunder are and remain the exclusive property of CNH. Nothing contained in this Agreement shall be deemed to give you any right, title or interest in any trademark or trade name of CNH.

You may not use any CNH trademarks, trade names, or logos without the prior written consent of CNH.

2.4 Open Source Materials​

You shall not and shall not permit others to integrate or use the Plug-in with any materials, including software, licensed under a Prohibited Open Source License or otherwise take any action that could require the disclosure, distribution, or licensing of all or any part of the Plug-in in source code form, for the purpose of making modifications or derivative works, or at no or minimal charge.

“Prohibited Open Source License” means a license (including the GNU General Public License and the GNU Lesser General Public License) that requires or that conditions (or that could require or condition) any rights granted to materials pursuant to such license upon any of the following requirements:

(i) the disclosure, distribution or licensing of such materials or any other materials in source code form, for the purpose of making modifications or derivative works, or at no or minimal charge;

(ii) permitting another person to reverse engineer any such material or any other material; or

(iii) use of such material or any other material only for non-commercial purposes.

2.5 Software Requirements​

Your Software containing the Plug-in, and any products, services or content made available through Your Software containing the Plug-in shall not contain any:

(i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or

(ii) any other software, code, or program that is likely to or is intended to:

(A) have an adverse impact on the performance of,

(B) disable, corrupt, or cause damage to, or

(C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, network, services, systems, or data (“Malware”). If you become aware of the existence of any Malware in or relating to Your Software that contains the Plug-in, you shall promptly so notify CNH.

2.6 Compatibility Review of Your Software by CNH​

Prior to any distribution of Your Software containing the Plug-in, and at any time upon CNH’s request, you shall provide CNH with complete copies (in object code form) of the most recent release of Your Software that incorporates the Plug-in or, alternatively, shall supply CNH with a test account so as to allow CNH to securely access (at no additional charge) Your Software that contains the Plug-in.

If you provide CNH with a copy of Your Software, CNH and its designees shall have a limited, worldwide, irrevocable, perpetual, no cost, non-exclusive right and license to use and execute Your Software and to make a reasonable number of copies of Your Software for the purpose of reviewing its compatibility with the Plug-in, and assessing your compliance and compliance of Your Software with the terms and conditions of this Agreement. Any copy or test account that you provide or make available to CNH must be fully functional, completely unlocked, and not subject to any additional terms or conditions applicable to CNH or any of its designees.

For clarity, CNH and its agents shall not be bound by any “shrink wrap license” that is bundled with Your Software provided pursuant to or in connection with this Agreement, or any “disclaimers” or “click to approve” terms or conditions contained in Your Software provided pursuant to or in connection with this Agreement or any web site that CNH or any of its agents uses in connection with this Section 2.6, now or in the future. CNH is not responsible for any performance validation or acceptance authorization of Your Software or any related product.

2.7 Source Code to Your Software​

If you provide CNH with the source code of Your Software (“Source Code”), whether or not requested by CNH, CNH and its designees shall have a limited, worldwide, irrevocable, perpetual, no cost, non-exclusive right and license to use, execute, view, modify, enhance, assemble, compile, link, create derivative works of, and to make a reasonable number of copies of the Source Code for non-commercial purposes.

IF YOU PROVIDE CNH WITH YOUR SOURCE CODE UNDER THIS AGREEMENT, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT OR CLAIM, WHETHER DIRECT OR INDIRECT, FIXED OR CONTINGENT, AGAINST CNH, ITS AFFILIATES AND SUPPLIERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS RELATED TO THE EXERCISE BY CNH OF ANY OF ITS DESIGNEES THE RIGHTS PURSUANT TO THIS SECTION 2.7.

IF AND TO THE EXTENT CNH OR ANY OF ITS DESIGNEES PROVIDES ANY ASSISTANCE OR OTHER SERVICES TO YOU IN CONNECTION WITH YOUR SOFTWARE (INCLUDING TROUBLESHOOTING OR DEBUGGING YOUR SOFTWARE), ALL SUCH ASSISTANCE AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. CNH, ON BEHALF OF ITSELF AND ALL OF ITS AFFILIATES AND SUPPLIERS, SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO SUCH ASSISTANCE AND OTHER SERVICES, INCLUDING NON-INFRINGEMENT, OPERATION OR ADEQUACY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DATA, YOUR SOFTWARE, SYSTEMS AND NETWORKS RESULTING FROM ANY SUCH ASSISTANCE OR OTHER SERVICES.

3. UPDATES AND MAINTENANCE​

3.1 Updates and Revisions​

CNH retains the right, in its sole discretion, to upgrade, modify, suspend, or discontinue the Plug-in, or any other aspect of its offering related to the Plug-in at any time.

CNH, at its own discretion, may (but is under no obligation to) notify you about such upgrades, modifications, or changes in offering free of charge for so long as this Agreement remains in force and provided that you are not in breach of this Agreement.

3.2 No Maintenance and Support​

CNH is under no obligation to provide any maintenance or support under this Agreement to you or any other person or entity.

4. CONFIDENTIALITY AND PROPRIETARY RIGHTS​

4.1 Confidentiality​

a. You acknowledge that in the course of dealings with CNH, you may acquire information about CNH and its business activities and operations, its technical information and trade secrets, including but not limited to the Plug-in, all of which are highly confidential and proprietary to CNH and, as between the Parties, shall be treated as “Confidential Information” of CNH. CNH Confidential Information also includes:

(i) this Agreement and the terms hereof,

(ii) all information disclosed by or on behalf of CNH that is marked as confidential, proprietary, or with a similar legend, and

(iii) all information that should reasonably be understood to be confidential or propriety to CNH, whether or not so marked. For the purposes of this Agreement, Confidential Information shall not include information that is, at the time of disclosure, or after its disclosure becomes generally available to or known by the public other than through a breach of your or a third party’s confidentiality obligations, or information that is independently developed by you outside the scope of this Agreement without reference to CNH Confidential Information.

b. During the term of the Agreement and at all times thereafter, you shall hold all CNH Confidential Information in strict confidence and shall not use, sell, assign, transfer, lease, encumber, or otherwise dispose of, or disclose, provide, disseminate or otherwise make available the same except to the extent you are expressly permitted to do so in this Agreement or pursuant to a court order; provided that in the case of a court order you shall:

(i) notify CNH in writing so that CNH may object to such disclosure or take any other action as it deems appropriate to protect the Confidential Information and

(ii) reasonably cooperate with CNH (at your expense) in its efforts to seek a protective order or other appropriate remedy or, in the event such protective order or other remedy is not obtained, to obtain assurance that confidential treatment shall be accorded CNH Confidential Information. You assume full responsibility for the acts or omissions of any person or entity to whom you disclose CNH Confidential Information regarding their use of such Confidential Information, regardless of whether such disclosure was permitted pursuant to this Agreement.

c. You shall safeguard the Confidential Information with at least as great a degree of care as you use to safeguard your own most confidential materials or data relating to Your Software and your own business, but in no event less than a reasonable degree of care.

4.2 Proprietary Rights​

You acknowledge and agrees that, as between the Parties, the Plug-in and all copies thereof, constitute valuable intellectual property and trade secrets of CNH and/or proprietary and confidential information of CNH and title thereto remains with CNH.

As between the Parties, ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in and to the Plug-in are and shall remain vested in CNH. All other aspects of the Plug-in, including without limitation, programs, methods of processing, design and structure of individual programs and their interaction and programming techniques employed therein shall remain the sole and exclusive property of CNH and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly, by you to any person, company or institution whatsoever other than as expressly set forth herein.

You agree that all copies of the Plug-in, in whole or in part, reproduced for any reason by you, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the Plug-in as delivered by CNH. Any copyright notice and restricted rights legends contained in the Plug-in shall appear on all tangible media distributed by you.

4.3 Feedback​

You may, from time to time, provide feedback to CNH concerning the functionality and performance of the Plug-in including, without limitation, identifying potential errors and improvements (“Feedback”).

In such event, CNH may freely use and exploit any such Feedback for any purpose without any obligation to you, unless otherwise agreed upon by the Parties in writing. You hereby assign to CNH any and all proprietary rights that you may have in or to any modification, enhancement, improvement or change in or to the Plug-in, or any software or other materials or intellectual property conceived or developed by or on behalf of CNH based upon your Feedback.

4.4 CNH Independent Development​

Nothing in this Agreement will impair CNH's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, Your Software, any products, services or content provided or made available as part of or through Your Software, or other products, software or technologies that you may develop, produce, market, or distribute.

5. WARRANTY DISCLAIMER​

THE PLUG-IN IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. CNH, ON BEHALF OF ITSELF AND ALL OF ITS AFFILIATES AND SUPPLIERS, SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PLUG-IN, NON-INFRINGEMENT, OPERATION OR ADEQUACY OF THE PLUG-IN, ANY PARTICULAR APPLICATION, AND ANY MISINTERPRETATION OR IMPLEMENTATION OF THE PLUG-IN. CNH MAKES NO WARRANTY THAT THE PLUG-IN WILL BE RELIABLE, SECURE, ERROR-FREE, OR FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.

YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DATA, SYSTEMS AND NETWORKS, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, THAT MAY RESULT FROM YOUR DOWNLOAD OR USE OF THE PLUG-IN.

6. LIMITATION OF LIABILITY​

IN NO EVENT SHALL CNH, INCLUDING WITHOUT LIMITATION ANY OF ITS AFFILIATES OR SUPPLIERS, BE LIABLE FOR ANY LOSS OF PROFIT, GOODWILL, OR DATA OR ANY OTHER DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, OR EXEMPLARY OR PUNITIVE DAMAGES UNDER ANY CAUSE OF ACTION OR THEORY OF RECOVERY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF CNH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION, MISINTERPRETATION OR DEFECTS IN THE PLUG-IN.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, CNH’S LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT (IF ANY) PAID BY YOU FOR THE USE OF THIS PLUG-IN.

7. TERM AND TERMINATION​

7.1 Term​

This Agreement shall be in effect as long as you are in compliance with its terms and conditions, unless earlier terminated in accordance with the terms of this Agreement.

CNH reserves the right to terminate this Agreement for any reason at any time upon written notice to you and without liability or any other obligation to you. You have the right to terminate this Agreement at any time upon thirty (30) days’ advance written notice to CNH.

7.2 Duties upon Termination​

Upon the termination or expiration of this Agreement:

(i) all rights and licenses granted to you herein will immediately terminate and be forfeited; and

(ii) you must remove all full and partial copies of the Plug-in in your possession or control and discontinue all use of the Plug-in. Within thirty (30) days of termination or expiration of this Agreement, you shall return or destroy (if so directed by CNH at its sole discretion) all copies of any CNH Confidential Information.

Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect, including Sections 1, 2, 2.3, 4, 5, 6, 7.2, 8, 9, and 10.

8. IMPORT/EXPORT COMPLIANCE​

You acknowledge that the Plug-in (including any and all related proprietary data, know-how and other data or information) obtained from CNH pursuant to or in connection with this Agreement is subject to the import and/or export control laws of the United States (and possibly one or more other countries) and, accordingly, their import, export, re-export, and transfer may be restricted or prohibited. You represent and warrant that:

a. You will not violate or take any action to cause a violation by CNH or any other party of the applicable sanctions and export control laws and regulations;

b. You are:

(i) not designated on any United States or other applicable economic sanctions or export denial lists, including but not limited to the OFAC List of Specially Designated Nationals and Blocked Persons; the BIS Entities List, Denied Parties List, or Unverified List; the DDTC Debarred Parties List; the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; the HMT Consolidated List of Financial Sanctions Targets and Investment Bank List; and other lists of persons and entities subject to economic sanctions and/or a denial of export privileges maintained by similarly situated sanctions authorities in any relevant jurisdiction;

(ii) not owned, controlled by, or acting for or on behalf of any person subject to (i);

(iii) not located in, incorporated or organized under the laws of any territory subject to comprehensive United States sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”), including without limitation Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine;

c. You will not directly or indirectly export, re-export, or transfer (including but not limited to download) or cause to be exported, re-exported, or transferred the Plug-in (or any component thereof) to any end-user

(i) designated on any United States or other applicable economic sanctions or export denial lists, including but not limited to the OFAC List of Specially Designated Nationals and Blocked Persons; the BIS Entities List, Denied Parties List, or Unverified List; the DDTC Debarred Parties List; the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; the HMT Consolidated List of Financial Sanctions Targets and Investment Bank List; and other lists of persons and entities subject to economic sanctions and/or a denial of export privileges maintained by similarly situated sanctions authorities in any relevant jurisdiction;

(ii) owned, controlled by, or acting for or on behalf of any person subject to (i); or (iii) located in, incorporated or organized under the laws of any territory subject to comprehensive United States sanctions administered by the U.S. OFAC, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine; and

d. You will not directly or indirectly import, export, re-export, or transfer (including but not limited to download in any location), or cause to be imported, exported, re-exported, or transferred to any destination, or for any end-use (such as non-proliferation and other prohibited end-uses) the Plug-in or any component thereof, except in accordance with the United States and other applicable laws and regulations governing the export of software (including but not limited to the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774) unless you have obtained prior written consent from CNH and any applicable governmental entity, either in writing or as provided by applicable regulation, as the same may be amended from time.

In the case of a conflict between the legislative provisions applicable to you and United States laws and/or regulations governing the export of software, the matter shall be referred to CNH with a view to reach a mutually satisfactory solution.

9. INDEMNIFICATION​

You shall indemnify, defend and hold CNH (including, without limitation, its affiliates), and its respective officers, directors, employees, representatives, successors and assigns, harmless from and against any claims, demands, losses, liabilities, damages, fines, penalties, and all related costs and expenses, including reasonable attorneys' fees, arising out of or in connection with any of the following:

(i) Your Software or the use of Your Software (including CNH exercising its rights pursuant to Section 2.6);

(ii) any products, services, or content provided or made available as part of or through Your Software;

(iii) your relationships or interactions with any end users or third parties;

(iv) your violation of this Agreement, including your use of the Plug-in in violation of this Agreement; and (v) your or your end users’ use of the Plug-in (except if based solely on the CNH technology included in the Plug-in, as provided by CNH).

10. GENERAL​

10.1 Governing Law​

This Agreement, the performance under it, and any Dispute (as such term is defined in Section 2) shall in all respects be governed by and construed in accordance with the laws of the State of New York and applicable United States federal law, without reference to choice-of-law or “conflicts of laws” provisions or principles. The Parties expressly opt out of the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

10.2 Dispute Resolution​

As set forth more fully in this Section 2, you and CNH agree that any claim, controversy, or dispute arising out of, related to or concerning the Plug-in or this Agreement (a “Dispute”) that is not resolved informally must be resolved by final and binding arbitration (“Arbitration”) on an individual and not a class-wide, representative, or consolidated basis. The Arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the then-in-force International Dispute Resolution Procedures of the Internal Centre for Dispute Resolution (“ICDR”). The Arbitration shall be conducted before a single arbitrator.

If the Parties fail to agree on an arbitrator within twenty (20) days of submission of the notice of Arbitration, the arbitrator shall be selected in accordance with the ICDR list method. If your principal place of business is in the United States, Canada, or Mexico, then the Arbitration will be seated in Madison, Wisconsin.

Otherwise, the Arbitration will be seated in London, the United Kingdom. The Arbitration will be conducted in English unless the Parties mutually agree otherwise. An Arbitration claim will be rejected as untimely if the request for Arbitration was filed after the date that such claim would be barred by the applicable statute of limitations. Subject to the law under which this Agreement is to be construed, the arbitrators will have no authority to award punitive, exemplary, or any other damages other than compensatory damages. Any award issued in the Arbitration shall be final and binding on the Parties and judgment upon any award may be entered by a court having jurisdiction thereof. Unless otherwise agreed by the Parties and subject to the law under which this Agreement is to be construed, the Parties (including their affiliates, employees, agents, experts, and consultants), the arbitrators, and the AAA will maintain the confidentiality of all documents, communications, proceedings, and awards provided, produced, or exchanged in an Arbitration.

If for any reason a Dispute proceeds in court rather than in Arbitration, each Party waives any right to a jury trial.

10.3 Specific Remedies​

Notwithstanding anything to the contrary in Section 1 or 10.2, if you commit a breach of any of the provisions of Sections 2 or 4 above, CNH shall have, in addition to all other rights in law and equity,

(a) the right to have such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to CNH and that money damages will not provide an adequate remedy, and

(b) the right to require you to account for and pay to CNH all compensation, profits, monies or other tangible benefits (collectively “Benefits”) derived or received as the result of any transactions constituting a breach of any of the provisions of Section 2 or 4, and you hereby agree to account for and pay such Benefits.

10.4 Contact Information​

For information about how to contact CNH, please visit our website at: http://developer.cnhindustrial.com.

10.5 Entire Agreement​

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, agreements, writings and all other communications between the Parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the Parties.

10.6 Relationship of the Parties​

The relationship of the Parties under this Agreement shall not constitute a partnership or joint venture for any pu Under no circumstances shall any of the employees of one Party be deemed the employees of the other Party for any purpose. This Agreement shall not be construed as authority for either Party to act for the other Party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other Party.

10.7 Assignment​

This Agreement and the rights hereunder are not assignable, whether in whole or in part, by you, whether by operational of law or otherwise, without the advance written approval of CNH. This Agreement and the rights hereunder shall be assignable by the CNH entity that is a Party to this Agreement (or a successor or assign thereof) to its affiliate. Any attempted assignment or transfer in violation of this Section 7 shall be void and of no effect.

10.8 Severability and Waiver​

If any part or provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. No waiver by any Party of any breach of any provisions hereof shall constitute a waiver unless made in writing signed by such Party.

You agree to the use of electronic documents and records in connection with this Agreement. You agree that all such documents and records that CNH provides to you electronically satisfy any requirement that these documents and records be in writing. You may

(i) obtain a paper copy of any document or record,

(ii) withdraw your consent to the use of electronic documents and records, and

(iii) update your contact information, by contacting CNH in accordance with Section 10.4. To receive or access electronic documents and records pertaining to this Agreement, you must have software capable of displaying PDF files. To retain documents and records pertaining to this Agreement, you must have the software capable of downloading and storing PDF files. Your access to this Agreement verifies that your system and device meets the above receipt, access, and retention requirements.