These Trimble Offering Terms (the “Agreement”) are entered into by and between Trimble and Customer. Certain capitalized terms are defined in Section 1 (Definitions), and others are defined contextually in the Agreement.
BY INDICATING ACCEPTANCE OF THE AGREEMENT OR INSTALLING, ACCESSING OR USING THE OFFERING, CUSTOMER AGREES TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE AGREEMENT, CUSTOMER MUST NOT INSTALL, ACCESS OR USE THE OFFERINGS.
Notwithstanding anything to the contrary herein, if Customer has executed a separate signed agreement with Trimble which expressly governs use of the Offering, the terms of that agreement shall supersede the terms of the Agreement, and Customer shall have no rights under the Agreement either during or after the term of such other written agreement.
Purchase from Reseller. IF CUSTOMER (1) HAS ORDERED THE OFFERING THROUGH A RESELLER, (2) HAS NOT SEEN THE AGREEMENT PRIOR TO ORDERING THE OFFERING FROM THE RESELLER, AND (3) NOW DOES NOT AGREE TO THE AGREEMENT, THEN CUSTOMER MAY RETURN THE OFFERING TO THE RESELLER FOR A FULL REFUND, PROVIDED CUSTOMER (A) HAS NOT INSTALLED, ACCESSED, OR USED THE OFFERING AND (B) RETURNS THE OFFERING WITHIN 14 DAYS OF THE INITIAL ORDER. Otherwise, Customer’s use of the Offering is governed by the terms of the Agreement as modified by Section 9.3 (Purchase from Reseller) below.
The Agreement consists of the terms and conditions set forth below, any applicable Supplemental Terms, any applicable Support Terms, and the Order. If Customer is an individual accessing or using the Offering on behalf of an entity, Customer represents that he or she is authorized to accept the Agreement on behalf of such entity, and all references to “Customer” reference such entity. Any conflict or inconsistency will be resolved in the following order of precedence: (1) the Order, (2) the Supplemental Terms, (3) the Support Terms, and (4) the body of the Agreement. The Agreement will govern Customer’s initial Order and as any renewals thereof (unless different terms arespecified upon renewal).
2.6. Delivery. Offering and License Keys, if any, will be delivered by electronic means unless otherwise specified on the applicable Order. Delivery is deemed to occur on the date on which the Offering and License Key, if any, are first made available to Customer.
2.7. Software Activation and Metering; Audits.
3. Data Usage and Ownership.
6. Suspension of Access. Trimble may suspend Customer’s access to Offering, without liability, and in whole or in part, if (a)
Customer breaches any Usage Limitations, Section 2.2 (Authorized Users), 2.3 (Restrictions) or Section 5 (Customer Obligations); (b)
Customer’s account is five (5) business days or more overdue; or (c) immediately if Customer or any of its Authorized Users’ acts or
omissions threaten the integrity, availability, or security of the Offering or Trimble’s systems, products, or infrastructure (provided Trimble
will use commercially reasonable efforts to provide Customer with advance notice of such suspension where Trimble determines exigent
circumstances do not exist). Trimble will lift such suspension once the related issue or failure is cured to Trimble’s reasonable satisfaction.
Fees will continue to apply during the suspension period. Customer may be prohibited from entering new Customer Data or processing or
accessing existing Customer Data and data reports during the suspension period. If Customer attempts to access or manipulate Customer
Data utilizing third-party software during suspension, Trimble disclaims and Customer holds Trimble harmless from any responsibility or
liability relating to lost or altered Customer Data or related damages.
7. Certain Features.
7.1. Third-Party Materials. The Offering may provide Customer with access to Third-Party Materials. To the extent specified by Trimble
(including in any Supplemental Terms or Documentation), use of the Third-Party Materials may be subject to additional terms or restrictions
(“Third-Party Terms”). Customer is solely responsible for its compliance with any Third-Party Terms, and failure to comply with such terms
may result in termination of Customer’s right to access any features of the Offering that utilize such Third-Party Materials. If no Third-Party
Terms are specified, Customer may use Third-Party Materials solely in support of Customer’s authorized use of the Offering in accordance
with the Agreement.
7.2. Offering Content. “Offering Content” shall be any Trimble IP or Third-Party Materials made available as data or information
through the Offering, whether included as part of the Offering or as a separate subscription. Any Offering Content that is Trimble IP will be
deemed part of the Offering. Any Offering Content that is Third-Party Materials shall be subject to any applicable Third-Party Terms. If no
Third-Party Terms apply, then unless otherwise authorized by Trimble in writing, such Third-Party Materials may only be used solely for
Customer’s internal purposes during the Term and only when accessed pursuant to a manual Authorized User request. Customer will not: (i)
access, extract, or download any Third-Party Materials, or portions thereof, in batch or en masse by any means; (ii) use any device,
software, or routine to bypass any hardware or software that prohibits volume requests for information; (iii) sell, offer to sell, rent,
sublicense, or transfer any copies of theThird-Party Materials, or portions thereof, to a third party or allow a third party to use the
Third-Party Materials; (iv) use the Third-Party Materials to develop services or products for sale or include any portion of the Third-Party
Materials in any product or service; (v) use any portion of the Third-Party Materials to create a competitive service, product, or technology;
(vi) recreate the Third-Party Materials or create otherwise a separate database or other repository of Third-Party Materials; (vii) use
Third-Party Materials to train, augment, or correct another database or information repository; (viii) unless otherwise specified in the
Documentation, permit any individual other than an Authorized User to access or use the Offering Content and any derivative thereof, or or
(ix) make any portion of the Third-Party Materials available to the public in any manner. Upon notice from Trimble and/or any termination
or expiration of the Term, Customer will immediately cease using and delete/destroy all electronic and physical copies of Third-Party
Materials.
7.3. Open Source. The Offering may incorporate third-party open source software (“Open Source”), as listed in the Documentation or
otherwise made available by Trimble. To the extent the terms of the Open Source license prohibit the terms of the Agreement from
applying to the Open Source, the terms of the Open Source license will apply to the Open Source on a stand-alone basis instead of the
Agreement.
7.4. Security for SaaS or Hosting Services for Licensed Software. This Section 7.4 (Security for SaaS or Hosting Services for Licensed
Software) applies to Software that are SaaS or hosting services for Licensed Software. During the Term, Trimble or its third party hosting
provider(s) will use commercially reasonable efforts to establish and maintain reasonable administrative, physical, and technical safeguards
designed to protect (a) the security, confidentiality, and integrity of Customer Data; (b) against anticipated threats or hazards to the
security, confidentiality, and integrity of Customer Data; (c) against unauthorized access to or use of Customer Data; and (d) against
unlawful processing, accidental destruction, or loss of Customer Data. In the event Trimble is not in breach of the foregoing obligations and
an unauthorized third party nonetheless gains access to the Customer Data, such disclosure of Customer Data in such circumstances shall
not be a breach of Section 15 (Confidentiality). In the event of any conflict between the terms of Section 15 (Confidentiality) and this
Section 7.4 (Security for SaaS or Hosting Services for Licensed Software), the terms of this Section 7.4 (Security for SaaS or Hosting Services
for Licensed Software) will control.
7.5. Third-Party Access.
8. Support. If Customer is eligible for Support and pays any applicable fees, Trimble will make such Support available in accordance
with the Support Terms or as Trimble may otherwise expressly provide in writing. Unless otherwise set forth in writing by Trimble, Support
is not available for Free Versions or Trials and Betas.
11. Term and Termination.
11.1. Perpetual License. If Customer purchases a perpetual license to Licensed Software, Customer’s license to the Licensed Software
will continue in perpetuity subject to the terms and conditions of the Agreement. Support for Licensed Software is purchased separately
unless otherwise indicated by Trimble in writing or on an Order.
11.2. Subscriptions.
12. Intellectual Property Rights.
12.1. Trimble IP. As between the parties, except for any limited usage rights set forth in any Supplemental Terms, Trimble and its
suppliers have and will retain all Intellectual Property Rights in and to Trimble IP and all copies, modifications, and derivative works thereof.
No Intellectual Property Rights are granted by Trimble to Customer except as expressly provided under the Agreement.
12.2. Feedback. Customer may from time to time provide suggestions, comments, or other feedback (collectively, “Feedback”) to
Trimble with respect to the Offering. Both parties agree that all Feedback is and will be given entirely voluntarily, and shall not be
considered Confidential Information of Customer. Customer shall not provide any Feedback that is subject to license terms that seek to
require any of Customer’s products, technology, service, or documentation incorporating or derived from such Feedback, or any of
Customer’s intellectual property to be licensed or otherwise shared with any third party. Customer hereby grants to Trimble and its
Affiliates a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and
otherwise exploit the Feedback.
13. Limitations of Liability.
13.1. Waiver; Liability Cap.
(a) EXCEPT FOR EXCLUDED CLAIMS, (i) NEITHER PARTY (OR ITS SUPPLIERS) SHALL BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT OR
REVENUE, DATA THAT IS LOST OR CORRUPTED, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL,
OR ANY SPECIAL, INCIDENTAL, RELIANCE, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; AND (ii) EACH PARTY’S
(AND EACH OF ITS SUPPLIER’S) ENTIRE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT WILL
NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TRIMBLE DURING THE PRIOR 12 MONTHS UNDER THE
AGREEMENT FOR THE APPLICABLE OFFERING(S) GIVING RISE TO THE LIABILITY.
(b) “EXCLUDED CLAIMS” MEANS (i) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT, (ii) DAMAGES PAYABLE TO A THIRD
PARTY (I.E., NOT AN INDEMNIFIED PARTY) EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR INCLUDED IN A
SETTLEMENT AGREED TO BY THE INDEMNIFYING PARTY, WHICH DAMAGES ARE SUBJECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS
IN SECTION 14 (INDEMNIFICATION), (iii) ANY BREACHES OF SECTIONS 2.2 (AUTHORIZED USERS), 2.3 (RESTRICTIONS) OR SECTION 5
(CUSTOMER OBLIGATIONS), AND (iv) ANY ADDITIONAL “EXCLUDED CLAIMS” EXPRESSLY IDENTIFIED IN ANY APPLICABLE SUPPLEMENTAL
TERMS.
(c) THE ABOVE LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH
DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN BREACH OF ANY ONE OR MORE WARRANTIES, NON-CONFORMITY, IN
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE.
(d) SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT
MISREPRESENTATIONS, CERTAIN INTENTIONAL OR NEGLIGENT ACTS, VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH AN EVENT, THE FOREGOING LIMITATION(S) WILL NOT APPLY TO THE EXTENT
PROHIBITED BY LAW.
13.2. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 (Limitations of Liability) are
agreed-upon allocations of risk constituting in part the consideration for Trimble’s performance under the Agreement, and will survive and
apply even if any limited remedy in the Agreement fails of its essential purpose.
14. Indemnification. Customer will defend, indemnify, and hold harmless Trimble from and against any and all third-party claims,
costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with (a) use
or modification of any Offering in breach of the Agreement, or in any manner not authorized by the Agreement, (b) Customer’s violation of
Laws or the rights of a third party, (c) any Customer Data, Dependencies, or Compatibilities, or (d) Customer’s breach of Sections 2.2
(Authorized Users), Sections 2.3 (Restrictions), 5 (Customer Obligations), 7.1 (Third-Party Materials), 7.2 (Offering Content), or 9.2
(Third-Party Application Stores) (each, a “Claim”). Trimble will give Customer prompt written notice of any Claim and will cooperate in
relation to the Claim at Customer’s expense. Customer will have the exclusive right to control and settle any Claim, except that Customer
may not settle a Claim without Trimble’s prior written consent (not to be unreasonably withheld) if the settlement requires Trimble to admit
any liability, pay any amounts, or take any action or refrain from taking any action (other than ceasing use of infringing materials). Trimble
may participate in the defense of any Claim at its expense.
15. Confidentiality.
15.1. Definition. “Confidential Information” means information disclosed to the receiving party under the Agreement that is
designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential
due to its nature and the circumstances of its disclosure. Trimble’s Confidential Information includes, without limitation, the terms and
conditions of the Agreement, and any technical or performance information about the Offering, including the Documentation.
15.2. Obligations. As a receiving party, each party (a) will protect the confidentiality of the disclosing party’s Confidential Information
using the same degree of care it uses for its own information of like importance (but not less than reasonable care), (b) will not share the
disclosing party’s Confidential Information with third parties except as permitted in the Agreement or with the disclosing party’s prior
written or electronic consent, and (c) will only use Confidential Information to fulfill its obligations and exercise its rights in the Agreement.
The receiving party may disclose Confidential Information to its employees, agents, Affiliates, contractors, and other representatives
(collectively, “Representatives”) having a legitimate need to know (including, for Trimble, its subcontractors), provided (i) the
Representatives are subject to confidentiality obligations no less protective than those in this Section 15 (Confidentiality), and (ii) the
receiving party is responsible for any breach of this Section 15 (Confidentiality) by the acts or omissions of its Representatives.
15.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes
public knowledge through no fault of the receiving party or its Representatives, (b) it rightfully knew or possessed on a non-confidential
basis prior to receipt under the Agreement, (c) it rightfully received from a third party without obligation of confidentiality, or (d) it
independently developed without using the disclosing party’s Confidential Information. In addition, see Section 3 (Data Usage and
Ownership) and 7.4 (Security for SaaS or Hosting Services for Licensed Software).
15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at law
(e.g., monetary damages) alone are an insufficient remedy. In the event of such actual or threatened breach by a party, the other party may
seek injunctive relief, in addition to other available rights and remedies, for breach or threatened breach of this Section 15 (Confidentiality),
without proof of actual damages or the requirement of posting a bond or other security.
15.5. Required Disclosures. Nothing in the Agreement prohibits either party from making disclosures if required by Law or government
or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates in any effort by the other
party to obtain confidential treatment.
16. General Terms.
16.1. Assignment. Trimble may assign the Agreement upon notice to Customer. Customer may not assign or transfer the Agreement
(by operation of law or otherwise) without the prior written consent of Trimble. Any non-permitted assignment is void. The Agreement will
bind and inure to the benefit of each party’s permitted successors and assigns.
16.2. Amendments. Trimble may amend the Agreement from time to time with written notice to Customer. Such amendments shall
take effect upon the next renewal, if any, of the Agreement, unless Trimble indicates an earlier effective date. If Trimble requires
amendments with an earlier effective date and Customer objects in writing, then Trimble may permit such amendments to take effect upon
the next renewal; provided, however, if Trimble declines to permit such later effective date, Customer’s exclusive remedy is to terminate
the Agreement with notice to Trimble, in which case Trimble will provide Customer a refund of any applicable pre-paid fees for the
terminated portion of the current Term. To exercise this termination right, Customer must notify Trimble of its objections within thirty (30)
days after Trimble’s notice of the amended Agreement. Once the amended Agreement takes effect, Customer’s continued use of the
Offering constitutes its acceptance of the modifications. Notwithstanding the foregoing, Trimble may modify Documentation upon written
notice to Customer to reflect new features or changing practices, provided that the modifications will not materially decrease Trimble’s
overall obligations with respect to such Offering.
16.3. Waiver and Severability. No waiver of any provision or breach of the Agreement (a) will be effective unless made in writing, or
(b) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of the Agreement is held
to be invalid or unenforceable, such portion will be construed as nearly as possible to reflect the original intent of the parties, or if such
construction cannot be made, such provision or portion thereof will be severable from the Agreement, provided that the invalidity,
illegality, or unenforceability in whole or in part of any provision does not affect the validity of other provisions.
16.4. Force Majeure. Neither party will be liable for any default, delay, or non-performance of its obligations under the Agreement
(except for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes, blockades, war,
terrorism, riot, internet or utility failures, governmental orders or actions, national or regional emergency, pandemics, or natural disasters,
provided that such party promptly notifies the other in writing of such occurrence and uses commercially reasonable efforts to resume
performance of its affected obligations as soon as feasible. Delays or failures that are excused as provided in this Section 16.4 (Force
Majeure) will result in automatic extensions of dates for performance for a period of time equal to the duration of the events excusing such
delay or failure.
16.5. Notices. . Any notice or other communication given by either party to the other regarding the Agreement will be deemed given
and served when personally delivered or delivered by reputable international courier requiring signature for receipt addressed to the party
at its notice address. Notice will be deemed effective upon delivery or refused delivery attempt. Either party may change its notice address
by written notice to the other. Customer’s notice address will be the address appearing on the Order or SOW. Trimble’s notice address will
be the applicable address on Exhibit A (Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction), or if the Trimble entity is not listed
there, then on the Order. In addition, any valid notice to Trimble shall include a required copy to: Trimble Inc., Attn: General Counsel -
Important Legal Notice, 510 De Guigne Drive, Sunnyvale, CA 94085, USA. Trimble may send operational notices to Customer by email or
through the Offering, including, without limitation, modifications of the Agreement or Documentation, suspension, collection, and
termination notices related to overdue fees.
16.6. Export Control. Customer acknowledges that the Offering is subject to export restrictions by the United States government and
import restrictions by certain foreign governments. Customer will not, and will not allow any third party to, remove or export from the
United States or allow the export or re-export of any part of the Offering or any direct product thereof: (a) into (or to a national or resident
of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S.
Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited,
or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time
of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions,
Laws of any United States or foreign agency or authority. Customer warrants that it is not located in, under the control of, or a national or
resident of any such prohibited country or on any such prohibited party list. The Offering is further restricted from being used for the design
or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of
the United States government. Customer will defend, indemnify, and hold Trimble harmless against any liability (including attorneys’ fees)
arising out of Customer’s failure to comply with the terms of this Section. Customer’s obligations under this Section 16.6 (Export Control)
will survive the termination of the Agreement for any reason whatsoever.
16.7. Anti-Corruption Compliance. Each party, and any third party acting on its behalf, will comply with all applicable United States and
international anti-corruption and anti-bribery laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the
U.K. Bribery Act, and others (collectively, “Anti-Corruption Laws”). Each party, and any third party acting on its behalf, will not directly or
indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual or entity, where the
intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or
some other benefit or commercial advantage for either party. Each party, and any third party acting on its behalf, also will not solicit or
accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any acts of a party or any third
party acting on its behalf.
16.8. Governing Law and Venue. The sole and exclusive governing Law, jurisdiction, and venue for the Agreement and all Disputes shall
be: (1) as set forth in the Order, if any, or (2) otherwise, as set forth on Exhibit B (Trimble Entities; Governing Law; Exclusive
Venue/Jurisdiction), in each case to the exclusion of all others; provided that Trimble may elect to bring action in courts with jurisdiction for
Customer’s location. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of laws provisions
giving rise to a different result do not apply. No Dispute may be brought by either party more than one (1) year after such Dispute accrued,
except that an action for nonpayment may be brought within two (2) years after the due date. Each party hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in
such jurisdiction.
16.9. WAIVER OF JURY TRIAL - UNITED STATES CLAIMS. FOR ANY CLAIM BROUGHT IN A STATE, FEDERAL, OR OTHER COURT IN ANY
JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED,
HOWEVER, THAT THIS PROVISION SHALL NOT BE ENFORCED OR ENFORCEABLE TO THE EXTENT A WAIVER OF THE RIGHT TO A TRIAL BY
JURY IS PROHIBITED BY, OR CONTRARY TO, THE PUBLIC POLICY OF THE STATE IN WHICH SUCH LEGAL ACTION, PROCEEDING, CAUSE OF
ACTION, OR COUNTERCLAIM IS FILED.
16.10. Region-Specific Terms. Additional terms and conditions for specified regions are as set forth in Exhibit B (Region-Specific Terms).
16.11. Publicity. Customer agrees that (a) Trimble may issue a press release in the form approved by the parties regarding the parties’
entry into the Agreement, and (b) Trimble may identify Customer (including through use of its name and logo) as Trimble’s customer,
including on Trimble’s website, and may include Customer in its customer list and marketing materials, but will cease this use upon
Customer’s written request.
16.12. Headings; Language. he headings in the Agreement have been inserted for convenience only and shall have no substantive
effect. The language of all parts of the Agreement shall in all cases be considered as a whole, according to its fair meaning, and not strictly
for or against any of the parties. The parties hereby acknowledge and agree that the language of the Agreement shall be considered jointly
drafted.
16.13. Subcontractors. Trimble may use subcontractors in the performance of its obligations under the Agreement, and will be
responsible for the acts and omissions of its subcontractors in their performance of Trimble’s obligations in the Agreement.
16.14. No Third-Party Beneficiaries. Except as may be expressly stated in any Supplemental Terms, there are no third-party beneficiaries
under the Agreement.
16.15. Official Language. The parties have specifically requested that the Agreement be drafted in English. Les parties ont spécifiquement demandé que cette entente soit rédigée en anglais. If there is a conflict between versions of the Agreement in any other
language, the English language version controls.
16.16. Independent Contractors. Each party is an independent contractor of, and is not an employee, agent, fiduciary, or authorized
representative of, the other party.
16.17. Entire Agreement. The Agreement sets forth the entire understanding between the parties in connection with its subject matter,
and supersedes all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written
or oral, regarding the subject matter thereof. Any additional, contrary, and/or pre-printed terms or conditions appearing on Customer’s
acceptance, orders, or associated purchase documentation are hereby rejected and will be of no effect.
16.18. Government End-Users. Elements of the Offering are commercial computer software. If the user or licensee of the Offering is an
agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure,
or transfer of the Offering or any related documentation of any kind, including technical data and manuals, is restricted by the terms of the
Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation
Supplement 227.7202 for military purposes. The Offering was developed fully at private expense. All other use is prohibited. Offering
purchased or licensed under Trimble’s United States General Services Administration ("GSA") Schedules are subject to all of the pricing and
other terms and conditions described in the applicable GSA Schedule.
*****
Schedule 1
Supplemental Terms
Please see any applicable terms at https://www.trimble.com/en/legal/offering-terms or a successor url.
*****
Exhibit A
Trimble Entities; Governing Law; Exclusive Venue/Jurisdiction
Customer Location* | Trimble Entity and Notice Address** | Governing Law | Exclusive Venue/Jurisdiction |
---|---|---|---|
United States
|
Trimble Inc.
10368 Westmoor Drive Westminster, CO 80021 USA |
State of Delaware
|
State and Federal Courts located in Wilmington, Delaware
|
Belgium
|
Trimble Belgium BV
Geldenaaksebaan 329 3001 Leuven, Belgium |
Belgium
|
Courts in Brussels, Belgium
|
Canada
|
Trimble Canada Corporation
600-1741 Lower Water Street Halifax, Nova Scotia B3J 0J2 |
Province of Ontario, and the
federal laws of Canada
applicable therein
|
Provincial and federal
courts located in
Toronto, Ontario
|
France
|
Trimble France S.A.S.
.1 quai Gabriel Péri Joinville-le-Pont, France 94340 |
France
|
Courts of Paris, France
|
Any other country or
geography not
specified above
|
Trimble Europe B.V
Industrieweg 187a, 5683 CC Best, The Netherlands |
The Netherlands
|
Courts of Amsterdam,
the Netherlands |
* Customer location is Customer’s billing address specified on the Order, or if none, then the address provided by Customer to Trimble when registering its online account.
** Addresses for Trimble entities not listed shall be as set forth on the Order or SOW. See additional required notice address for Trimble in Section 16.5 (Notices).
Exhibit B
Region-Specific Terms
Table of Contents
Australia
For Customer who purchase Offering in Australia, the following provisions apply:
France
Section 9.1(c) is hereby amended and restated to read as follows:
(c) Late payments will bear interest at the rate of 1.5% per month or the minimum rate allowed by Law (currently three (3) times the legal interest rate), whichever is higher, measured from the date on which the sums concerned became due until the date on which full payment is received. Collection fees of a minimum amount of 40 € will be added in accordance with Article L. 441-10.II of the Commercial Code. Customer will be liable for all other costs of collection of past due amounts (including court costs and attorney’s fees incurred by Trimble). If the Customer does not dispute an invoice amount in writing by the due date of the invoice, the Customer shall be deemed to have acknowledged the accuracy of such invoice and waived its right to dispute it. A dispute over part of an invoice or amount due shall entitle the Customer to withhold or delay payment of the disputed part only.
The following is hereby added as Section 13.1 (e ):
(e) EACH PARTY HEREBY HAS AN OBLIGATION TO LIMIT THE DAMAGES IT MAY SUFFER IN THE EVENT OF A BREACH OF ITS OBLIGATIONS BY THE OTHER PARTY.
The Netherlands
The provisions of Section 11.3 (Termination) are the sole grounds for the termination of the Agreement, and to the extent permitted by Law, the right of Customer to rescind the Agreement and claim damages on the basis of statutory Law (including but not limited to sec. 6:265 Dutch Civil Code) is excluded.
THE LIMITATION OF LIABILITY IN SECTION 13 FOR A PERIOD OF 12 MONTHS EXPRESSLY INCLUDES ANY OBLIGATION TO PAY COMPENSATION UNDER A WARRANTY MENTIONED IN THESE TERMS OR RELATED CONTRACTS OR DOCUMENTS AND THE RESTITUTION OBLIGATIONS (ONDEDAANMAKINGSVERPLICHTINGEN) AND INDEMNIFY FOR DAMAGES. LIABILITY FOR DEATH OR PERSONAL INJURY SHALL NOT EXCEED EUR 1.250.000.
The applicability of section 6:227b subsection 1 and section 6:227c subsection 1 of the Dutch Civil Code are excluded in any Agreement between Trimble and any person who is not a consumer.
Exhibit C
Support Terms
1. Scope
Provided that Customer has paid the applicable fees, Trimble shall provide the Support described in these Support Terms during the Maintenance Term (as defined below). The “Maintenance Term” shall be: (a) for Subscriptions, the applicable Subscription Term, and (b) for Support for Licensed Software licensed on a perpetual basis, the term specified in the Order, or if not specified, for a period of one (1) year.
2. Support
During the applicable Maintenance Term, Trimble shall use reasonable efforts to correct or provide a workaround for any reproducible programming error in the Offering attributable to Trimble with a level of effort commensurate with the severity of the error, as reasonably determined by Trimble. Upon identification of any programming error, Customer shall promptly notify Trimble of such error and shall provide Trimble with enough information to reproduce the error, including a listing of output and any other data that Trimble may reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered. Trimble shall not be responsible for correcting any errors not attributable to Trimble. For certain Offering, Trimble may provide additional or different support services or procedures as set forth in the applicable Documentation, support handbook, or other written documentation provided by Trimble, if any (collectively, the “Additional Support Documentation”). If there is any conflict between these Support Terms and such Additional Support Documentation with respect to the description of support services, requirements or procedures, the provisions of such Additional Support Documentation will prevail. Customer agrees and acknowledges that Trimble may use third parties to provide Support on its behalf. Customer expressly consents to Trimble permitting such third parties to access Customer’s information and data to perform the Support for Customer.
For certain Software, Trimble may provide additional or different support services or procedures as set forth in the applicable Documentation, support handbook, or other written documentation provided by Trimble, if any (collectively, the “Additional Support Documentation”). If there is any conflict between these Support Terms and such Additional Support Documentation with respect to the description of support services, requirements or procedures, the provisions of such Additional Support Documentation will prevail. Customer agrees and acknowledges that Trimble may use third parties to provide Support on its behalf. Customer expressly consents to Trimble permitting such third parties to access Customer’s information and data to perform the Support for Customer.
3. Licensed Software Updates and Upgrades
During the applicable Maintenance Term, Customer shall be entitled to receive all upgrades and updates to the Software that are publicly released by Trimble. The contents and timing of all upgrades and updates will be decided by Trimble in its sole discretion. Any such updates and upgrades will be deemed to be “Software“ and licensed under the terms and conditions of the Agreement, including any applicable software end user terms or license agreement. Updates and upgrades exclude (a) new versions of the Software (e.g., a change to the left of the decimal in the version number [e.g., 1.x to 2.x] or otherwise designated by Trimble), and (b) any separate modules and other functionality for which Trimble charges a separate fee.
4. Limitations and Exceptions
The following matters are not covered (and Trimble will not have any obligations with respect to such matters) pursuant to these Support Terms:
4.1. Any Offering for which applicable fees have not been paid;
4.2. Any problem resulting from the misuse, improper use, alteration, or damage of the Offering;
4.2. Any problem resulting from improper or inadequate installation, maintenance, or storage of the Offering;
4.3. Any problem caused by modifications of the Offering not made or authorized by Trimble;
4.4. Any problem resulting from any hardware or Offering in either case not developed or supported by by Trimble, including, without limitation: any computers, tablets, disk drives, operating systems, network hardware or software, database, or any other hardware or third-party software;
4.5. Any problem resulting from the combination of the Offering with other programming or equipment to the extent that such combination has not been approved by Trimble; and
4.6. Errors in any version of the Offering other than the most recent release, provided that Trimble will continue to provide Support for superseded releases for a reasonable period (not to exceed ninety (90) days).
Support excludes on-site visits, installation and training, file conversion, optional products and services, directories, consulting services, shipping charges, or any recommended hardware.
5. Termination or Expiration
Support will automatically terminate with respect to any Offering that is no longer licensed for use as a result of expiration or termination of the Agreement, or replacement of the applicable Offering with new releases.