Following documents may be found below:

1. END USER SYSTEM LICENSE AGREEMENT

2. SCR TERMS OF USE - GO MODEL

3. SCR TERMS OF USE – UP MODEL

4. SCR Privacy Policy

END USER SYSTEM LICENSE AGREEMENT

READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION OF THE SOFTWARE.

ALL USE OF THE SCR SYSTEM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY USING THE SYSTEM, YOU ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SYSTEM.

THIS AGREEMENT APPLIES TO ALL VISITORS, USERS AND OTHERS WHO ACCESS OR USE THE SYSTEM.

Unless otherwise defined, capitalised terms used throughout this Agreement have the meanings stated in Annex I attached hereto.

1. License. THIS IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE. SCR hereby grants you, and you hereby accept, a personal, non-transferable, non-exclusive license to use the System by: (i) installing and using the System, and (ii) accessing the Deliverables, all solely for your own internal business operations (the "License"). You shall be responsible for ensuring that any users accessing the System from your Location (you and them being "User") shall use the System strictly in accordance with this Agreement. Any use of the System by a User contrary to the provisions of this Agreement, shall be deemed as a material breach by you of this Agreement. During the term of this Agreement, and at all times during your use of the System you shall comply with all applicable laws, rules and regulations.

2. Title & Ownership. All right, title, and interest in and to the System including (but not limited to) all Intellectual Property Rights therein and Intellectual Property Rights in the Devices [and System Terminal supplied by SCR] are and shall remain the sole and exclusive property of SCR. Nothing in this Agreement constitutes a waiver of SCR's Intellectual Property Rights under any law. You acknowledge that you are not granted any title or ownership rights in or to the System. Without derogating the above, you acknowledge that the Deliverables belong and shall belong to SCR and are not transferred by this Agreement, and shall remain the sole property of SCR at all times. You shall not acquire any right, title, or interest in the aforesaid Deliverables, except for the limited rights of use expressly set forth in this Agreement.

SCR reserves all proprietary rights in and to (i) all designs, engineering details and other data pertaining to the System (subject to Section 4 below), (ii) all original works, computer programs, discoveries, inventions, patents, know-how, and techniques arising out of the System, and/or (iii) any and all products or services developed as a result of the System.

The System contain trade secrets of SCR, including, without limitation, the source code version and the specific design of the Software.

You shall promptly notify SCR in writing of any infringement or other violation of SCR's Intellectual Property Rights to which you become aware and shall reasonably cooperate with SCR, at SCR's expense, in the defense and protection of such Intellectual Property Rights.

3. User Data. SCR shall have no rights in connection with the User Data, except as expressly permitted in this Agreement and in SCR’s Privacy Policy. You hereby grant SCR a non-exclusive, non-transferable, royalty-free, fully paid up, worldwide license (the “SCR License”) to use User Data for the purpose of providing the Deliverables. You represent and warrant that: (a) you own the intellectual property rights in respect of your User Data, or have obtained all necessary license(s) and permission(s), to use your User Data; (b) you have the rights necessary to grant the SCR License to SCR; and (c) your User Data does not violate or infringe any intellectual property right or other proprietary right, including right of publicity or privacy, of any person, company or entity, or other third party.

You shall indemnify, defend, and hold harmless SCR, its affiliates, and their respective directors, officers, employees and agents, from and against any loss, cost, expense or liability, resulting from or arising out of (i) any non-conformity to laws, rules and regulations relating to the User Data as above, and (ii) any third party claim brought against SCR to the extent that such third party claim alleges that the User Data or any portion thereof, infringes any Intellectual Property Rights of a third party.

4. Prohibited Uses. Except and only to the extent any of the following restrictions are specifically prohibited by applicable law or to the extent as may be specifically permitted by the licensing terms governing use of any open sourced components included with the Software, you agree not to (1) modify, adapt, translate, decompile, disassemble or reverse engineer the System, or in any other manner decode the System, or create derivative works based thereon; (2) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this License with/to anyone else; (3) place the Software onto a server so that it is accessible via a public network; (4) use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective;, service bureau, or outsourcing arrangement, or to otherwise utilize the System in any manner not expressly allowed under this Agreement; (5) create any unauthorized Internet “links” to the System, or “frame” or “mirror” any content of the System on any other server or wireless or Internet-based device; (6) copy any proprietary ideas, features, functions or graphics of the System; (7) remove or alter any patent numbers, trade names, copyright notices, trade mark notices, serial numbers, labels, tags or other identifying marks, symbols or legends included in and/or otherwise affixed to or embedded in the System or any part or parts thereof; or (8) use the facilities or capabilities of the System to conduct any illegal activity, solicit the performance of any illegal activity, or engage in any other activity which infringes upon the rights of SCR or any third party.

5. Availability. SCR undertakes that it will use its reasonable best efforts to attempt to provide the access to the System 24 hours a day, 7 days a week. However, there will be occasions when access to the System will be interrupted for maintenance, upgrades and repairs, which you acknowledge that the aforementioned is a necessary function conducted by SCR, or as a result of failure of telecommunications links and equipment that are beyond SCR’s control, SCR shall bare neither responsibility nor liability for any loss of revenue or User Data that may result therefrom. YOU ACKNOWLEDGE AND AGREE THAT THE SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE TO ACCESS THE SYSTEM IS TO TERMINATE THIS AGREEMENT.

SCR may modify or discontinue, temporarily or permanently the System or any portion thereof, at any time in its sole discretion, with or without notice to you. SCR has no obligation to store, maintain or provide you a copy of any content that you provide when using the System. You are responsible for securing and maintaining your own User Data.

6. Warranty Disclaimer. THE [SYSTEM] IS PROVIDED BY SCR ON AN "AS-IS" BASIS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW SCR HEREBY EXCLUDES AND DISCLAIMS ALL CONDITIONS, WARRANTIES, GUARANTEES AND REPRESENTATIONS OF ANY KIND OR NATURE, THAT ARE NOT EXPLICITLY PROVIDED FOR IN THIS AGREEMENT, WHETHER WRITTEN OR ORAL, STATUTORY, CUSTOMARY, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION), IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN ADDITION, SCR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY WITH RESPECT TO LIABILITY FOR COMPLIANCE WITH LAWS, REGULATIONS, OR OTHER OFFICIAL GOVERNMENT RELEASES APPLICABLE TO THE END USER, WHICH SHALL BE YOUR SOLE RESPONSIBILITY.

YOU EXPRESSLY AGREE THAT SCR DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE SYSTEM WILL BE ACCURATE, UNINTERRUPTED OR ERROR-FREE.

7. Exclusion of Consequential Damages. EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY SCR'S NEGLIGENCE, SCR SHALL NOT BE LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) TO YOU OR ANY THIRD PARTY FOR ANY: (I) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (II) ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION, SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO ANY USE OF THE SYSTEM, EVEN IF SCR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Limitation of Liability. SCR'S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT, INCLUDING LIABILITY ARISING OUT OF THE USE OF THE SYSTEM, WILL BE LIMITED TO: (I) THE AMOUNT OF THE TOTAL CONSIDERATION PAID TO SCR BY YOU FOR THE DEVICES; OR IF HIGHER (II) £5,000.

9. Termination. Failure to comply with the terms of this Agreement shall terminate your entitlement to any license under this Agreement. Upon termination: (1) your entitlement to any license under this Agreement shall expire and you, upon termination, shall discontinue all further use of the System; and (2) you shall promptly return to SCR all tangible property representing SCR's Intellectual Property Rights and all copies thereof and/or shall erase/delete any such information held by you in electronic form. Sections 1, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.

10. Governing Law & Jurisdiction. This Agreement is governed only by the laws of England and Wales, and only the courts of England and Wales shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement or its formation.

Annex I

"Data"	means all of the data, collected by the Devices at the Location that may be uploaded and/or otherwise routed to the System.
"Deliverables"	means the analysis and reports being the output of the processing by the System of the Data and/or the User Data. The term "Deliverable" does not include the Software.
"Devices"	means the Tag Device and any other hardware device of SCR which is intended for the purpose of monitoring and collecting Data and/or the User Data from the livestock and transmitting it to the System.
"Documentation"	means any materials provided to you by SCR describing the use and/or functionality of the Products or any part thereof. Documentation may be provided, in any form, such as electronic, print or magnetic media, and includes product user manuals, reference manuals and installation guides or on-line help.
"Intellectual Property Rights"	means all current and future worldwide intellectual property rights including, without limitation, all patents, copyrights, mask work rights, rights in semi-conductor topography, trade secrets and know-how, , trademarks and service marks and applications and registrations for and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from any of the foregoing and all similar or equivalent rights or forms of protection together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these rights.
"Location(s)"	means your physical locations, in which the Devices are installed or used.
"Privacy Policy"	SCR Privacy Policy that may be found below.
"SCR"	means SCR (Engineers) Ltd a company incorporated and registered in the State of Israel with company number 510728967 whose registered office is at 18 Ha'Melacha St, Netanya, Israel
"Software"	means SCR's proprietary and generic software (in object code only), embedded into the Device and on SCR's servers (as may be provided by SCR on a CD or other device to load on a PC or provided via the internet in the "cloud") that enables the use of the Devices.
"System"	means SCR's system, comprising the Device and the Software, which may be logged-on by you for accessing the Deliverables. The term "System" includes the Software and the Deliverables; but does not include the Data
"System Terminal"	means SCR's proprietary computing and communicating hardware device and software collecting the Data from the Tag Devices, which is provided to the End User in one of two forms: (i) single box terminal that may be mounted on a wall; or (ii) software component that is uploaded on the End User PC.
"Tag Device"	means any hardware infrastructure (including an ear or neck or any other hardware including any operating system embedded) supplied by SCR and placed on the livestock.
"User Data"	means all the output from the Devices and any third party device data, provided by you to the System or SCR, that is owned by you.

SCR TERMS OF USE - GO MODEL

SCR (ENGINEERS) LTD A COMPANY INCORPORATED AND REGISTERED IN THE STATE OF ISRAEL WITH COMPANY NUMBER 510728967 WHOSE REGISTERED OFFICE IS AT 18 Ha'MELACHA ST., NETANYA, ISRAEL ("SCR") OFFERS YOU THE USE OF THE APPLICATION PLANS STRICTLY UNDER THE FOLLOWING TERMS OF USE INCLUDING THE ATTACHED EXHIBITS, SCHEDULES AND APPENDICES ("TERMS").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE APPLICATION PLAN, YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE APPLICATION PLANS.

YOUR ACCESS TO AND USE OF THE APPLICATION PLANS IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. THESE TERMS APPLY TO ALL VISITORS, USERS AND OTHERS WHO ACCESS OR USE THE APPLICATION PLAN.

Unless otherwise defined, capitalised terms used throughout these Terms have the meanings stated in Annex I attached hereto.

1. SCR owns and operates the Application Plans, which enable you access to the Data and the Deliverables based on the Application Plans level you subscribe to, as further detailed in Annex II. Any time you purchase a Tag Device you are obliged to purchase the equivalent Application Plan.

2. Rights of Use. Subject to these Terms and payment of all relevant fees SCR grants you a personal non-exclusive, revocable, non-transferable, and non-sub-licensable limited license and right to use the Application Plans effective for the Term, on a hosted basis, and subject to the following terms and conditions of these Terms and the Documentation (the "License").

3. Restrictions. Your use of the Application Plans as permitted is solely for your own use in the Locations. You shall not directly or indirectly: (a) create any derivative works based upon the Data; (b) copy or distribute any part of the Data and/or Application Plans in any medium without SCR's prior written authorisation; (c) alter or modify any part of the Data; (d) publish, rent, lease, lend, sell, sublicense, distribute, transfer, disclose, or otherwise make the Application Plans and/or the Data available to any third party; (e) remove or alter any proprietary notices or labels on or in the Application Plans; (f) use the Application Plans to infringe the rights of SCR or any third party, or in any way that does not comply with all applicable laws; (g) access all or any part of Application Plans in order to build a product or service which competes with the Application Plans; (h) copy or imitate any features, functions or graphics of the Application Plans; or (i) otherwise utilise the Application Plans in any manner not expressly allowed under these Terms . You shall notify SCR promptly and in writing, if you become aware of any unauthorised third party access to, or use of, the Application Plans.

5. The Fees may be paid to SCR or the Service Provider by way of an authorisation to debit your bank account (the "Debit"), and you agree to sign any form in respect to such Debit. SCR expressly reserves the right to terminate these Terms in the event that the Fees or any part thereof shall not be fully paid to SCR or the Service Provider. Your obligation to pay any and all prices and fees will survive any termination of these Terms. Without derogating the above, SCR will automatically suspend your use of the System and/or the Application Plans after two consecutive months that the Fees or any part thereof are not paid to SCR or the Service Provider. Purchasing additional Tag Devices will modify the related monthly Fees. The payment for any type of Application Plans level includes payment for the Link Services.

6. Upgrade of Application Plan Level. You may, from time to time, upgrade the Application Plan level initially chosen by you in the Purchase Order subject to the payment of an upgrade fee, as defined. In the event that you are interested in an upgrade to the Application Plan level, the monthly fee will be increased accordingly the following month to account for the upgrade fee.

7. Modifications. Any modifications of the Purchase Order (including, but not limited to, upgrade of Application Plans level and changes in the payment model) will be subject to the payment of a penalty of 3% of the total Fees you required to pay under such Purchase Order (the "Modification Penalty"). You acknowledge that the Modification Penalty will be paid by you to SCR or to the Service Provider in addition to any other payments or fines you will be required to pay under the Purchase Order and/or these Terms.

8. Updates. You acknowledge that SCR may, from time to time, update or modify any components and/or features of the Application Plans in its sole discretion without prior notice to you. Any new components and features will be subject to these Terms, as well as any additional terms of use that SCR may release for those specific services or features.

9. Intellectual Property. These Terms grants no ownership rights to you or any other party, in respect of the Application Plans and all Intellectual Property Rights, whether registered or not, and all related know-how therein. All Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Application Plans (including, without limitation, the Data and/or the Documentation) are and shall be owned solely by SCR (excluding the User Data, which is and shall be owned by You, as further detailed in Section 9 below). Nothing in these Terms and/or in granting you the License shall constitutes a waiver of SCR's Intellectual Property Rights under any law.

The SCR name, the SCR logo, and the product names associated with the Application Plans, are trade marks of SCR or third parties, and may not be used without SCR’s prior written consent.

10. User Data. SCR shall have no rights in connection with the User Data, except as expressly permitted in these Terms and in SCR’s Privacy Policy. SCR shall be entitled to use User Data solely during the Term for the purpose of the provision of the Deliverables and the Application Plans. You hereby grant SCR a nonexclusive, non-transferable, royalty-free, fully paid up, worldwide license (the "SCR License") effective for the Term to use User Data for the purpose of the use of the System and/or Application Plans. Without derogating the above, you acknowledge that the Deliverables belong to SCR and are not transferred by these Terms, and shall remain the sole property of SCR at all times. You shall not acquire any right, title, or interest in the aforesaid Deliverables, except for the limited rights of use expressly set forth in these Terms.

You represent and warrant that: (a) you own the intellectual property rights in respect of your User Data, or have obtained all necessary license(s) and permission(s), to use your User Data; (b) you have the rights necessary to grant the SCR License to SCR; and (c) your User Data does not violate or infringe any intellectual property right or other proprietary right, including right of publicity or privacy, of any person, company or entity, or other third party.

11. Privacy Policy

SCR’s protection of information and collection practices of information are reflected in SCR’s Privacy Policy (below). You agree to SCR’s use of both your information and the User Data in accordance with SCR’s Privacy Policy.

12. Term and Termination

These Terms shall commence as of the date of acceptance hereof (the "Effective Date") be for a period depending on the type of Tag Devices chosen by you in the Purchase Order: (i) for neck tags (cSense)- 84 months; (ii) for ear tags (eSense)- 36 months, as further detailed in the Purchase Order] (respectively the "Term").

You may terminate these Terms prior to the end of the relevant Term on written notice subject to the payment of an early termination fee in an amount equal to 50% of the remaining Fees you are required to pay under the Purchase Order from the date of termination to the end of the Term, unless agreed otherwise in writing.

In addition, these Terms may be immediately terminated by SCR if you fail to comply with any term or condition of these Terms.

Upon termination of these Terms the following provision shall apply: (a) your entitlement to any licence under these Terms shall expire and you shall discontinue all further use of the Application Plans; and (b) you shall promptly return to SCR all tangible property representing SCR's Intellectual Property Rights and all copies thereof, including the Documentation, and/or shall erase/delete any such information held by you in electronic form; and (c) SCR shall have the right at its discretion to retain any of the User Data and any information provided by you according to the provisions of SCR's Privacy Policy.

13. Availability

SCR undertakes that it will use its reasonable endeavours to attempt to provide the access to the Application Plans 24 hours a day, 7 days a week. However, there will be occasions when access to the Application Plans will be interrupted for maintenance, upgrades and repairs, which you acknowledge that the aforementioned is a necessary function conducted by SCR, or as a result of failure of telecommunications links and equipment that are beyond SCR’s control, SCR shall bear neither responsibility nor liability for any loss of revenue or User Data that may result therefrom.

SCR may modify or discontinue, temporarily or permanently the Application Plans, or any portion thereof, at any time in its sole discretion, with or without notice to you. For avoidance of doubt, SCR has no obligation to store, maintain or provide you a copy of any content that you provide when using the Application Plans. You are responsible for securing and maintaining your own User Data.

14. Warranty Disclaimer.

THE APPLICATION PLANS PROVIDED UNDER THESE TERMS ARE PROVIDED BY SCR ON AN "AS-IS" BASIS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW SCR HEREBY EXCLUDES AND DISCLAIMS ALL CONDITIONS, WARRANTIES, GUARANTEES AND REPRESENTATIONS OF ANY KIND OR NATURE, THAT ARE NOT EXPLICITLY PROVIDED FOR IN THESE TERMS WHETHER WRITTEN OR ORAL, STATUTORY, CUSTOMARY, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION), IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN ADDITION, SCR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY WITH RESPECT TO LIABILITY FOR COMPLIANCE WITH LAWS, REGULATIONS, OR OTHER OFFICIAL GOVERNMENT RELEASES APPLICABLE TO THE END USER, WHICH SHALL BE YOUR SOLE RESPONSIBILITY.

YOU EXPRESSLY AGREE THAT SCR DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE APPLICATION PLANS WILL BE ACCURATE, UNINTERRUPTED OR ERROR-FREE.

15. Exclusion of Consequential Damages. EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY SCR'S NEGLIGENCE, SCR SHALL NOT BE LIABLE (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) TO YOU OR ANY THIRD PARTY FOR ANY: (I) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (II) ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION, SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO ANY USE OF THE APPLICATION PLANS, EVEN IF SCR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SCR'S MAXIMUM CUMULATIVE LIABILITY UNDER THESE TERMS, INCLUDING LIABILITY ARISING OUT OF THE USE OF THE APPLICATION PLANS, WILL BE LIMITED TO: (I) THE AMOUNT OF THE TOTAL FEES PAID TO SCR BY YOU ACCORDING TO THE PURCHASE ORDER; OR IF HIGHER (II) £5,000.

16. SCR reserves the right to make, from time to time, changes and updates to these Terms as shall be posted at (https://st.scrdairy.com/eula/terms_conditions_en.html). You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the Application Plans after changes are posted constitutes your acceptance of the amended Terms.

17. Governing Law & Jurisdiction. These Terms are governed only by the laws of England and Wales, and only the courts of England and Wales shall have exclusive jurisdiction in any conflict or dispute arising out of these Terms or its formation.

Last updated July 18 2017

18.

Annex I

"Application Plans"	means SCR's software applications which are made available to you through the System. The Application Plans currently available are provided in Annex II.
"Data"	means all of the data, collected by the Devices at the Location that may be uploaded and/or otherwise routed to the System.
"Deliverables"	means the analysis and reports being the output of the processing by the System of the Data and/or the User Data. The term "Deliverable" does not include the Software.
"Devices"	means the Tag Device and any other hardware device of SCR which is intended for the purpose of monitoring and collecting Data and/or the User Data from the livestock and transmitting it to the System.
"Documentation"	means any materials provided to you by SCR describing the use and/or functionality of the Products or any part thereof. Documentation may be provided, in any form, such as electronic, print or magnetic media, and includes product user manuals, reference manuals and installation guides or on-line help.
"Intellectual Property Rights"	means all current and future worldwide intellectual property rights including, without limitation, all patents, copyrights, mask work rights, rights in semi-conductor topography, trade secrets and know-how, trade marks and service marks and applications and registrations for and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from any of the foregoing and all similar or equivalent rights or forms of protection together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these rights.
"Link Services"	means SCR's capability to link the Data with the User Data at third party servers for the purpose of sharing information related to the End User.
"Location(s)"	means your physical locations, in which the Devices are installed or used.
"Purchase Order"	means the purchase order to which these Terms are attached.
"SCR"	means SCR (Engineers) Ltd a company incorporated and registered in the State of Israel with company number 510728967 whose registered office is at 18 Ha'Melacha St, Netanya, Israel.
"Software"	means SCR's proprietary and generic software (in object code only), embedded into the Device and on SCR's servers (as may be provided by SCR on a CD or other device to load on a PC or provided via the internet in the "cloud") that enables the use of the Devices.
"System"	means SCR's system, comprising the Device and the Software, which may be logged-on by you for accessing the Deliverables. The term "System" includes the Software and the Deliverables; but does not include the Data.
"Tag Device"	means any hardware infrastructure (including an ear or neck or any other hardware including any operating system embedded) supplied by SCR and placed on the livestock.
"User Data"	means all the output from the Devices and any third party device data, provided by you to the System or SCR, that is owned by you.

Annex II

Application Plan level	Description of the indications provided in the Application Plan level
Starter- basic Application Plan level	System Accessibility from mobile devices Heat Report Cows/irregular heat report Pregnancy probability Suspected for abortion report Anestrus cows report
Advanced- includes the Starter Application Plan level	Health report Fresh cow report Animals to inspect Distress report Distress Alert
Premium- includes the Advanced Application Plan level	Group heat stress Group consistency Group routine

SCR TERMS OF USE - UP MODEL

SCR (ENGINEERS) LTD A COMPANY INCORPORATED AND REGISTERED IN THE STATE OF ISRAEL WITH COMPANY NUMBER 510728967 WHOSE REGISTERED OFFICE IS AT 18 HA'MELACHA ST., NETANYA, ISRAEL ("SCR") OFFERS YOU THE USE OF THE APPLICATION PLANS STRICTLY UNDER THE FOLLOWING TERMS OF USE, INCLUDING THE ATTACHED EXHIBITS, SCHEDULES AND APPENDICES ("TERMS").

Unless otherwise defined, capitalised terms used throughout these Terms have the meanings stated in Annex I attached hereto.

2. Rights of Use. Subject to these Terms and payment of all relevant fees, SCR grants you a personal non-exclusive, revocable, non-transferable, and non-sub-licensable limited license and right to use the Application Plans, effective for the Term on a hosted basis, and subject to the following terms and conditions of these Terms and the Documentation (the "License").

3. Restrictions. Your use of the Application Plans as permitted is solely for your own use in the Locations. You shall not directly or indirectly: (a) create any derivative works based upon the Data; (b) copy or distribute any part of the Data and/or Application Plans in any medium without SCR's prior written authorisation; (c) alter or modify any part of the Data; (d) publish, rent, lease, lend, sell, sub-license, distribute, transfer, disclose, or otherwise make the Application Plans and/or the Data available to any third party; (e) remove or alter any proprietary notices or labels on or in the Application Plans; (f) use the Application Plans to infringe the rights of SCR or any third party, or in any way that does not comply with all applicable laws; (g) access all or any part of Application Plans in order to build a product or service which competes with the Application Plans; (h) copy or imitate any features, functions or graphics of the Application Plans; or (i) otherwise utilise the Application Plans in any manner not expressly allowed under these Terms . You shall notify SCR promptly and in writing, if you become aware of any unauthorised third-party access to, or use of, the Application Plans.

4. Payment. The use of the Application Plans is subject to the payment of the fees, as described on the Purchase Order ("Fees"), either directly to SCR or a service provider of SCR with whom you are engaged in respect to the Application Plans ("Service Provider") as specified in the Purchase Order. The payment of the Fees shall be made in advance for the full cost of the Application Plans determined by the level to which you subscribe as specified in the Purchase Order. The Fees for the Application Plans do not include payment for the Link Services and you will have to pay for it separately if you wish to use these services. SCR expressly reserves the right to terminate these Terms in the event that the Fees or any part thereof shall not be fully paid to SCR or the Service Provider. Your obligation to pay any and all prices and fees will survive any termination of these Terms.

5. Upgrade of Application Plan Level. You may, from time to time, upgrade the Application Plan level initially chosen by you in the Purchase Order subject to the payment of an upgrade fee, as shall be defined by SCR on a case by case basis, at its sole discretion. In the event that you are interested in an upgrade to the Application Plan level, you shall contact SCR for additional details.

6. Updates. You acknowledge that SCR may, from time to time, update or modify any components and/or features of the Application Plans in its sole discretion without prior notice to you. Any new components and features will be subject to these Terms, as well as any additional terms of use that SCR may release for those specific services or features.

7. Intellectual Property. These Terms grants no ownership rights to you or any other party, in respect of the Application Plans and all Intellectual Property Rights, whether registered or not, and all related know-how therein. All Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Application Plans (including, without limitation, the Data and/or the Documentation) are and shall be owned solely by SCR (excluding the User Data, which is and shall be owned by You, as further detailed in Section 8 below). Nothing in these Terms and/or in granting you the License shall constitute a waiver of SCR's Intellectual Property Rights under any law.

The SCR name, the SCR logo, and the product names associated with the Application Plans, are trademarks of SCR or third parties, and may not be used without SCR’s prior written consent.

8. User Data. SCR shall have no rights in connection with the User Data, except as expressly permitted in these Terms and in SCR’s Privacy Policy. SCR shall be entitled to use User Data solely during the Term for the purpose of the provision of the Deliverables and the Application Plans. You hereby grant SCR a non-exclusive, non-transferable, royalty-free, fully paid up, worldwide license (the "SCR License") effective for the Term to use User Data for the purpose of the use of the System and/or Application Plans. Without derogating the above, you acknowledge that the Deliverables belong to SCR and are not transferred by these Terms, and shall remain the sole property of SCR at all times. You shall not acquire any right, title, or interest in the aforesaid Deliverables, except for the limited rights of use expressly set forth in these Terms.

9. Privacy Policy

10. Term and Termination

These Terms commence as of the date of acceptance hereof (the "Effective Date") and the duration of these Terms shall be determined based on the type of Tag Device chosen by you in the Purchase Order:

· (for neck tags- cSense) the duration shall be the period from the Effective Date until the date which is the earlier of: (i) a period of 84 months from the Effective Date; or (ii) the battery life of the applicable Tag Device for which the Application Plan was purchased;

· (for ear tags- eSense) the duration shall be the period from the Effective Date until the date which is the earlier of: (i) a period of 36 months from the Effective Date; or (ii) the battery life of the applicable Tag Device for which the Application Plan was purchased;

(respectively the "Term").

In any event the Term shall not be less than the warranty period of the Tag Device for which the Application Plan was purchased.

11. Availability

12. Warranty Disclaimer.

YOU EXPRESSLY AGREE THAT SCR DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE APPLICATION PLANS WILL BE ACCURATE, UNINTERRUPTED OR ERROR-FREE.

13. Exclusion of Consequential Damages. EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY SCR'S NEGLIGENCE, SCR SHALL NOT BE LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) TO YOU OR ANY THIRD PARTY FOR ANY: (I) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (II), ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION, SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO ANY USE OF THE APPLICATION PLANS, EVEN IF SCR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. SCR reserves the right to make, from time to time, changes and updates to these Terms as shall be posted at (https://st.scrdairy.com/eula/terms_conditions_en.html). You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the Application Plans after changes are posted constitutes your acceptance of the amended Terms.

15. Governing Law & Jurisdiction. These Terms are governed only by the laws of England and Wales, and only the courts of England and Wales shall have exclusive jurisdiction in any conflict or dispute arising out of these Terms or its formation.

Last updated July 18 2017

Annex I

"Application Plans"	- means SCR's software applications which are made available to you through the System. The Application Plans currently available are provided in Annex II.
"Data"	- means all of the data, collected by the Devices at the Location that may be uploaded and/or otherwise routed to the System.
"Deliverables"	- means the analysis and reports being the output of the processing the System of the Data and/or the User Data. The term "Deliverable" does not include the Software.
"Devices"	- means the Tag Device and any other hardware device of SCR which is intended for the purpose of monitoring and collecting Data and/or the User Data from the livestock and transmitting it to the System.
"Documentation"	- means any materials provided to you by SCR describing the use and/or functionality of the Products or any part thereof. Documentation may be provided, in any form, such as electronic, print or magnetic media, and includes product user manuals, reference manuals and installation guides or on-line help.
"Intellectual Property Rights"	- means all current and future worldwide intellectual property rights including, without limitation, all patents, copyrights, mask work rights, rights in semi-conductor topography, trade secrets and know-how, trademarks and service marks and applications and registrations for and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from any of the foregoing and all similar or equivalent rights or forms of protection together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these rights.
"Link Services"	- means SCR's capability to link the Data with the User Data at third party servers for the purpose of sharing information related to the End User.
"Location(s)"	- means your physical locations, in which the Devices are installed or used.
"Purchase Order"	- means the purchase order to which these Terms are attached.
"SCR"	- means SCR (Engineers) Ltd a company incorporated and registered in the State of Israel with company number 510728967 whose registered office is at 18 Ha'Melacha St., Netanya, Israel.
"Software"	- means SCR's proprietary and generic software (in object code only), embedded into the Device and on SCR's servers (as may be provided by SCR on a CD or other device to load on a PC or provided via the internet in the "cloud") that enables the use of the Devices.
"System"	- means SCR's system, comprising the Device and the Software, which may be logged-on by you for accessing the Deliverables. The term "System" includes the Software and the Deliverables; but does not include the Data
"Tag Device"	- means any hardware infrastructure (including an ear or neck or any other hardware including any operating system embedded) supplied by SCR and placed on the livestock.
"User Data"	- means all the output from the Devices and any third-party device data, provided by you to the System or SCR, that is owned by you.

Annex II

Application Plan level	Description of the indications provided in the Application Plan level
Starter- basic Application Plan level	· System Accessibility from mobile devices · Heat Report · Cows/irregular heat report · Pregnancy probability · Suspected for abortion report · Anestrus cows report
Advanced- includes the Starter Application Plan level	· Health report · Fresh cow report · Animals to inspect · Distress report · Distress Alert
Premium- includes the Advanced Application Plan level	· Group heat stress · Group consistency · Group routine

SCR Privacy Policy

Privacy

SCR is committed to protecting your privacy and your personally identifiable information (“Personal Information”). SCR has created this Privacy Policy to let you know what information (the "Information" – which includes, but is not limited to, Personal Information) SCR collects from you when you use the system provided by SCR (the "System"), how does SCR collect it and how does it use it. This Privacy Policy is part of and should be read in conjunction with the Terms of Use. When you access or use the System you agree that SCR may collect, use and disclose your Information in accordance with the terms of this Privacy Policy.

Collection of Information

SCR collects and stores Information from you, including without limitation, your name, farm or other physical address, email address, phone number, technical information other contact information, and any and all information generated by the System. SCR also collects and stores an activity log unique to you that collects certain administrative and traffic information including without limitation source IP address, time of access, date of access, web page(s) visited, language use, System crash reports, type of browser used, the technical operation of the System, and any information required to ensure your use of the System is compliant with the Terms of Use. SCR collects and stores the aforesaid information when you visit or use the System and when you provide it to SCR, and also in your communications with SCR.

You are responsible for ensuring the accuracy of your Information you submit to SCR through the System. Inaccurate information will affect the information you receive when using the System and SCR's ability to contact you as contemplated in this Privacy Policy as well as to provide you with the System the best manner possible.

Use of Information

SCR uses the Information it collects from or about you to make the System available to you, to conduct statistical analysis, provide customer support, to undertake necessary security and identify verification checks, to meet certain business requirements and for any other purpose related to the operation of the System. Your Information may also be used by SCR to provide you with promotional offers and information regarding products and services from third parties (including by providing your Information, excluding Personal Information, to such third parties), and in order for SCR to improve the System and/or customer service. SCR may also use the Information to track your use of the System and/or for other internal purposes, such as evaluating, providing, and improving the System.

Sharing and Transfer of Your Information

Information SCR collects and receives may be disclosed to third parties in and out of the European Economic Area (i) as described in this policy; or (ii) if you have requested and/or agreed that the Information will be provided to these third parties, or (iii) if the disclosure is required by law.

SCR may disclose your Information to associated entities and/or to third parties, at SCR's sole discretion, where the purpose of such disclosure is to provide you with the System and to improve the System. In addition, SCR may disclose your Information if SCR believes in good faith that such action is necessary to comply with applicable legislation, a current judicial proceeding, a court order or legal process, or to protect and defend SCR's (or its licensor's) rights or property, the personal safety of other users of the System or the public at large. SCR reserves the right to share the Information with appropriate authorities and financial institutions, if SCR determines in its sole you are attempted to defraud SCR, or if SCR suspects you are committing any fraudulent activity, or any other prohibited transaction, or if you breach the Terms of Use.

In the event that SCR sells, assigns or transfers some or all of its business or assets to a successor or acquirer, or if SCR is acquired by or merge with a third party, or if SCR files for bankruptcy or becomes insolvent, SCR may disclose, sell, assign or transfer all of your Information, regardless of your opt status, to such successor or acquirer as part of the transaction.

SCR may transfer your Information to jurisdictions outside your jurisdiction of residence and/or outside the European Union/ the European Economic Area. The data protection and privacy laws of the jurisdictions to which the Information will be transferred may not be as comprehensive as those in the European Union (if applicable to you); in which case SCR will take measures to ensure a similar level of protection is provided to your Information.

Choice / Opt-Out

Each communication sent to you by SCR includes a simple and free mechanism allowing you to opt out from receiving communications from SCR.

Cookies

SCR uses a browser feature known as cookies, which are small text files which are placed on your computer or equipment when you visit certain online pages, to track your activities, record your preferences, and make the System more responsive to your needs by delivering a better and more personalized experience to you.

Security

SCR has implemented suitable security policies, rules and technical measures to protect and safeguard the Personal Information under its control from unauthorized access, improper use or disclosure, unauthorized modification, unlawful destruction or accidental loss. SCR may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the service. These may be located at destinations outside the European Economic Area. By submitting your personally identifying information, you agree to this. All of SCR's employees and data processors that have access to, and are associated with the processing of your Personal Information, are obliged to respect the confidentiality of your Personal Information. However, we cannot guarantee the security of your data, which may be compromised by unauthorized entry or use of the System.

Links to Other Sites

The System may contain links to other sites. Other sites may also reference or link to the System. SCR is not responsible for the privacy practices or the content of such other online sites, and any information collected by these third party online sites is not governed by this Privacy Policy, and SCR assumes no responsibility or liability whatsoever for the policies (including privacy policies), practices, actions or omissions of such third parties.

Retention and Deletion of Your Information

SCR may retain your Information for as long as needed to provide you with the services described in the Terms of Use. This often means that SCR will keep Information for the duration of your account, which may be terminated in accordance with the Terms of Use. Please note, however, that where applicable legislation requires SCR to do so, it may be required to keep records of your Information even after such termination.

Your Acceptance of this Policy

By agreeing to the Terms of Use during the registration process on the System, you agree to this Privacy Policy, and to any changes SCR may make to this Privacy Policy from time to time – without the need to notify you about such changes; SCR reserve the right to alter the privacy policy at any time -it is recommended that you revisit this Privacy Policy regularly so as to be kept apprised of the updated Privacy Policy. Your continued use of the System following changes to this Privacy Policy means you accept these changes. If you do not agree to the altered privacy policy, you may stop using the System.

Controller

SCR (Engineers) Ltd.

18 Hamelacha St., Netanya, Israel email: info@scrdairy.com

Last updated July 18 2017