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“TSshield” Terms of Use

*Please be sure to read this.

This TSshield Terms of Use is executed between Topcon Corporation (“Topcon” or “we”) and/or
its affiliate(s) (“Affiliate(s)” or “Affiliated Company(ies)”) and the individual or entity accepting
its terms and conditions (“You”, “User” or “Customer”)

Thank you for using our survey products (the “Products”).

All Users of the Products may use the free and/or paid services using the telephone lines
(“TSshield” or the “Service(s)”) offered by Topcon and its Affiliate(s).
Please be sure to understand that You are requested to make user-registration for use of the
Service for each of the Products and that the Product used for the Service includes the function
to automatically collect various information related to the Product which is necessary for
provision of the Service.
By using the Service, You agree to be bound by the terms and conditions of the use of the
Service provided herein (“Terms of Use”). Topcon reserves the right to suspend, cancel,
terminate or delay the Service in the event that you fail to comply with the Terms of Use.

1． “TS shield” (the “Service”)

“TSshield” may include the following free and/or paid services necessary or useful for the use of
the Product, which are based on information collected from the Product and/or the User. The
contents of the Service may vary depending on the region, and may be, at Topcon’s own
discretion, added, changed or terminated without prior notice. You acknowledge and warrant
that you have read the user manual of TSshield (which is available upon request to Topcon or
distributor from whom you purchased the Products) before using the Service in order to be fully
informed regarding the content of the Services.
The Service comprises:
・Accessing the information of the Product
・Online upgrading
・Security lock by remote control
・Downloading the software for the Product (including program files and language files)
*The license of the software of the Product granted to You is non-exclusive, non-transferable
and personal license to use such software under the terms and conditions therefor. You may
not sell, resell, rent, sub-license, transfer or assign the software to a third party.
*The Services include paid ones. Where you would like to use such paid Services, please take
the separate contracting procedures by contacting the distributor from whom you purchased
the Products and follow the payment terms thereof.
*For the companies engaging in the rental business:
When you lend the Product(s) which is completed to be registered for the User Registration,
You undertakes that Your borrowers acknowledge and agree to this Terms of Use.

2． User Registration and Privacy Policy

2.1 User Registration
Before using the Service, Customer has to make the user registration for each Product.

2.2 Personal Data.

In connection with the sale and provision of the Service and the User registration, Topcon may,
from time to time, obtain, maintain, process and use User’s name, address, phone number,
email address, login credentials (user name, password), IP address, and technical, locational,
usage and related information (herein after “Personal Data”). Personal Data will be processed in
accordance with this Terms of Use and Topcon‘s privacy policy as well as the following
conditions. Topcon Corporation’s privacy policy may be viewed at
http://www.topcon.co.jp/en/privacy/. For the processing of Personal Data subjected to the
application of the GDPR (EU privacy regulation), Topcon’s privacy policy may be viewed at
https://www.topconpositioning.com/sites/default/files/20180719_-
_eu_privacy_statement_.pdf.

2.3. Purpose of Using Personal Information.

Information will be used only for the purposes described in the applicable privacy policy and
more specifically:
i. Providing the Services as well as a proper and smooth operation management of the Services;
ii. Providing registered Users with direct and indirect information communication, providing
information processing services, and advertising and holding campaign and other events (i.e.
trade show) for promotion of our Products and services;
iii. Advertising and marketing of our Products and services as well as providing and distributing
brochures, materials of Products;
iv. Providing questionnaires for improving the Services.

2.4. Information Shared with Business Partners.

Personal Data may be shared within the following entities (“Business Partners”):
i. Our Affiliated Companies - We have made sure that the entire Topcon Group respect the
applicable privacy laws and only share your personal information within the Topcon Affiliated
Companies if this is legitimate, e.g. because there are necessary intra-group agreements in
place or because it serves internal administrative purposes in which case we will weigh up your
conflicting interests in accordance with the privacy laws.
ii. Third party service providers which have been thoroughly selected based on their compliance
with the privacy laws and only when to fulfill the services they provide to us, such as software,
system, and platform support; direct marketing services; cloud hosting services; advertising;
data analytics; and order fulfillment and delivery. Our third-party service providers are not
permitted to share or use personal information we make available to them for any other
purpose than to provide services to us. We have entered into the necessary legal agreements
with the third-party service providers in order to secure your personal information.
iii. Business Partners - Topcon may share personal information with business partners in order
to improve your experience with Topcon and for Topcon‘s advertising and marketing purposes.
Topcon may share non-personal aggregate data about sales, customers, visitors to the site and
related site information with third parties. We have entered into the necessary legal agreements
with our Business Partners in order to secure your personal information.

2.5. Technical and Organizational Measures.

Topcon has implemented and will maintain and follow appropriate technical and organizational
measures intended to protect Personal Data against accidental, unauthorized or unlawful
access, disclosure, divulgation, damage, alteration, loss, or destruction of Personal Data.
Notwithstanding the above, User is responsible for its secure use of the Service by yourself,
including securing its account authentication credentials, protecting the security of Personal
Data when in transit to and from the Service and taking any appropriate steps to securely
encrypt or backup any Personal Data uploaded to the Service.

2.6. Security Incident

If Topcon becomes aware of any unlawful access to any Personal Data stored on Topcon
equipment or in a Topcon facility, or unauthorized access to such equipment or facilities
resulting in loss, divulgation, or alteration of Personal Data (each a “Security Incident”), Topcon
will (I) promptly notify Customer of the Security Incident (provided that such notification may
be delayed as required by a law enforcement agency); and (II) take reasonable steps to
address any Security Incident and prevent any further Security Incident.
2.7. Warranty
User represents and warrants that it has the authority to provide the Personal Data to Topcon
for processing as contemplated by this Terms of Use. If any applicable law requires a data
subject to receive notice of or to provide consent to the processing and/or transfer of his/her
Personal Data, Customer will provide such notice to, and obtain such consent from the
applicable data subjects.

2.8. Sub-Processor
Topcon may request third party sub-processors to process the Personal Data for the permitted
purpose under this Terms of Use provided that: (i) Topcon imposes data protection terms on
any sub-processor it appoints that require it to protect the Personal Data to the standard
required by Applicable Privacy Laws; and (ii) Topcon remains liable for any breach of this
Section that is caused by an act, error or omission of its sub-processor. User may object to
Topcon‘s appointment or replacement of a sub-processor, provided such objection is based on
reasonable grounds relating to data protection. In such event, Topcon will either not appoint or
replace the sub-processor or, if this is not possible, User may suspend or terminate this Terms
of Use and the Service (without prejudice to any Service fees incurred by Customer prior to
suspension or termination

2.9 Customer Instruction

Customer’s complete and final instructions for processing Personal Data are regarded to be set
out in this Terms of Use. Processing Personal Data outside the scope of these instructions (if
any) will require prior written agreement between Customer and Topcon with additional
instructions for processing.

3． Collection of Information related to the Product

3.1 Types of collected information
While the power of the Product is on, Product sends automatically the following information
related to the Product to the server controlled by Topcon (the “Function”).
・Starting time/date
・Starting location (Position coordinates)
・Shut-down time/date
・Error information in the Product

3.2 Handling of information

Collected information related to your Product(s) will be treated as confidential information.
Access to such information is limited to Topcon and our Business Partners. You allow Topcon
and our Business Partners access and use to the collected information for the purpose of
provision of the Service. Topcon reserves the right to use the collected information for statistical
purposes and for improving Service performance without identifying specific customer
information.

3.3 Deactivate of the Function

If you request, we can deactivate and, later, reactivate the Function. In such cases, please
contact the distributor from whom you bought the Product.
*The Service will be unavailable to you while the Function is deactivated.

3.4 Precaution for assignment of the Product

If you assign the Product to other user, such user needs to register newly his/her information.
In such a case, please contact the distributor from whom you bought the Product.
Please be careful not to disclose your registration information or password to other user,
otherwise such user can access the information of your Product(s).

4． Intellectual Property Rights

All copyrights, patents, trademarks, trade secret, and other intellectual property rights in or to
the Services and any content contained therein is the exclusive property of Topcon and its
licensors and third party providers (where applicable), except as otherwise stated herein. You
may not modify, copy, reproduce, distribute, transmit, display, perform, frame, publish, license,
create derivative works from, transfer, or otherwise use in any other way, in whole or in part,
any information, software, products or services obtained from the Service for any purpose,
except for the purposes expressly provided in the Terms of Use. If you copy or download any
information or software from the TSshield website, you agree that you will not remove or
obscure any copyright or other notices or legends contained in any such information or
software.
The name and logo of Topcon, and the product names associated with the Service are
trademarks of Topcon and no right or license is granted to use them.

5． Disclaimer
Topcon (including its Affiliated Companies, Business Partners, licensor and third party provider
(where applicable; the same shall apply in this paragraph)) makes no warranty of satisfactory
quality, reliability, availability, accuracy or completeness of the Service or any content. Topcon
does not warrant that Service is error free, uninterrupted, free of viruses or other harmful
components. The Service and all contents thereof is provided to you on an “as-is” basis. All
representations and warranties, whether express, implied, statutory or otherwise, including,
without limitation, any implied warranty of merchantability, fitness for a particular purpose, or
non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted
by applicable law by Topcon.

6． Limitation of Liability
Notwithstanding anything to the contrary herein, under no circumstances Topcon (including its
Affiliated Companies, Business Partners, licensor and third party provider (where applicable; the
same shall apply in this paragraph)), or their respective directors, officers, employees, affiliates,
distributors or agents be liable to you or any third party for any tort (including negligent),
contract or any other liability arising in connection with the use or unauthorized use of or
inability to use the Service or any content thereof, including, without limitation, any loss of
profits, loss of data or other intangible losses, or any direct, indirect, special, consequential,
incidental or punitive damages whatsoever, even if Topcon has been advised of the possibility
of such damages. In addition, without limiting the foregoing, in all events the remedies
available to you hereunder shall be limited to the equivalent amount of monthly fees for 12
months which is calculated from the total amount actually paid by you, provided however that
in the event that the claimed cause of action occurs within 12 months from the start date of the
Service, such limitation will be reduced in accordance with the actual number of months.

7． Fee and Term of this Service

Service Fees shall be the amounts described in the price list we provide separately to
Customers. Please pay it by the due date of the invoice Topcon or its Affiliates will send. Unless
you notify Topcon or its Affiliates of non-extension of the Service Term no later than five (5)
working days prior to the end of the Service Term, the Service Term shall be automatically
extended and Topcon or its Affiliates will issue an invoice again. If you don’t pay the Service
Fee by the due date of the invoice, the Service will terminate on the next day of the due date
without any prior notice to you. In this case, Topcon (including its Affiliated Companies,
Business Partners, licensor and third party provider) shall not be liable for any damages or loss
incurred by you.

8． Export Regulation and Local Laws

The Service and the Product include parts, units, software or technologies which are subject to
the Japanese and U.S. export control regulations. Depending on a country where is the
destination of export or re-export, the export / re-export license by the Japanese and/or U.S.
government authority may be needed. It is your sole responsibility to comply with the
applicable export control regulations, and take all necessary procedure to obtain export / re-
export licenses as may be needed. The regulated countries under U.S. export control
regulations are as follows as of March, 2019.: North Korea; Iran; Syria; Sudan and Cuba.
Since the regulated countries are subject to change, please check the website of Bureau of
Industry and Security by yourself. URL: https://www.bis.doc.gov/index.php/regulations/export-
administration-regulations-ear.

There are some countries which prohibit from bringing out positional information from such
countries (e.g. China). If you bring the Product in such a country, it is necessary to deactivate
the Function temporarily. Regardless of deactivation of such Function, there are also some
countries where bringing a device which has such Function is subject to strict punishment. In
the event that you bring the Product outside your company, please verify by yourself the all
necessary regulations.
If you request deactivation, please contact the distributor from whom you bought the Product.

9． Modification
Topcon reserves the right to modify the terms and conditions of the Terms of Use or its policies
relating to the Service at any time at its sole discretion, effective upon posting of an updated
version of the Terms of Use and/or other related policies on its website. You are responsible for
regularly reviewing the Terms of Use and other related policies. Your continued access to and
use of the Service after any such modifications constitutes your consent to such modifications.

10． Miscellaneous
The Terms of Use constitutes the entire agreement between you and us with respect to the
Service and it supersedes all prior or other communications, agreements and understandings
between you and Topcon with respect to the subject matter hereof. If for any reason any
provision of the Terms of Use shall be invalid or unenforceable, that provision shall be enforced
to the maximum extent permissible so as to affect the intent of the Terms of Use, and the
remainder of the Terms of Use shall continue to be valid and enforceable. No joint venture,
partnership, employment, or agency relationship exists between you and Topcon as a result of
the Terms of Use or use of the Service. The Terms of Use shall be governed by and construed
and enforced in accordance with the laws of Japan, without application of the United Nations
Convention on the International Sale of Goods which is expressly excluded. Any dispute arising
out of, or in connection with the Terms of Use or use of the Services shall be exclusively
brought to the district court in Tokyo, Japan.