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https://dI.trimble.com/www/us dpa customer.pdf or any successor url) is herein incorporated by reference.
<br />12. Miscellaneous.
<br />12.1. Assignment. Trimble may assign the Agreement upon notice to Customer. Customer may not assign or transfer the
<br />Agreement (by operation of law or otherwise) without the prior written consent of Trimble. Any non -permitted assignment
<br />Is void. The Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
<br />12.2. Amendments. Trimble may amend the Agreement from time to time with written notice to Customer. Such amendments
<br />shall take effect upon the next renewal, if any, of the Agreement, unless Trimble Indicates an earlier effective date. If Trimble
<br />requires amendments with an earlier effective date and Customer objects in writing, then Trimble may permit such
<br />amendments to take effect upon the next renewal; provided, however, if Trimble declines to permit such later effective
<br />date, Customer's exclusive remedy is to terminate the Agreement with notice to Trimble, in which case Trimble will provide
<br />Customer a refund of any applicable pre -paid fees for the terminated portion of the current Term. To exercise this
<br />termination right, Customer must notify Trimble of its objections within thirty (30) days after Trimble's notice of the
<br />amended Agreement. Once the amended Agreement takes effect, Customer's continued use of the Offerings constitutes its
<br />acceptance of the modifications. Notwithstanding the foregoing, Trimble may modify Documentation upon written notice
<br />to Customer to reflect new features or changing practices, provided that the modifications will not materially decrease
<br />Trimble's overall obligations with respect to such Offering(s).
<br />12.3. Waiver and Severability. No walverof any provision or breach of the Agreement (a) will be effective unless made in writing,
<br />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
<br />Agreement is held to be Invalid or unenforceable, such portion will be construed as nearly as possible to reflect the original
<br />Intent of the parties, or if such construction cannot be made, such provision or portion thereof will be severable from the
<br />Agreement, provided thatthe invalidity, illegality, or unenforceability in whole or in part of any provision does not affect the
<br />validity of other provisions.
<br />12.4. Force Majeure. Neither party will be liable for any default,delay, or non-performance of its obligations underthe Agreement
<br />(except for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes,
<br />blockades, war, terrorism, riot, internet or utility failures, governmental orders or actions, national or regional emergency,
<br />pandemics, or natural disasters, provided that such party promptly notifies the other in writing of such occurrence and uses
<br />commercially reasonable efforts to resume performance of its affected obligations as soon as feasible. Delays or failu res that
<br />are excused as provided in this Section 12.4 (Force. Majeure) will result in automatic extensions of dates for performance for
<br />a period of time equal to the duration of the events excusing such delay or failure.
<br />12.5. Notices. Any notice or other communication given by either party to the other regarding the Agreement will be deemed
<br />given and served when personally delivered or delivered by reputable international courier requiring signature for receipt
<br />addressed to the party at its notice address. Notice will be deemed effective upon delivery or refused delivery attempt.
<br />Either party may change Its notice address by written notice to the other. Customer's notice address will be the address
<br />appearing on the Order or SOW. Trimble's notice address will be the applicable address on Exhibit A (Trimble Entities;
<br />Governing Law; Exclusive Venue/Jurisdiction), or if the Trimble entity is not listed there, then on the Order. In addition, any
<br />valid notice to Trimble shall include a required copy to: Trimble Inc., Attn: General Counsel - Important Legal Notice, 510 De
<br />Guigne Drive, Sunnyvale, CA 94085, USA. Trimble may send operational notices to Customer by email or through the
<br />Offering, including, without limitation, modifications of the Agreement or Documentation, suspension, collection, and
<br />termination notices related to overdue fees.
<br />12.6. Export Control. Customer acknowledges that the Offerings are subject to export restrictions by the United States
<br />government and import restrictions by certain foreign governments. Customer will not, and will not allow any third party to,
<br />remove or export from the United States or allow the export or re-export of any part of the Offerings or any direct product
<br />thereof: (a) into (or to a national or resident of) any embargoed or terrorist -supporting country; (b) to anyone on the U.S.
<br />Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals; (c) to
<br />any country to which such export or re-export is restricted or prohibited, or as to which the United States government or
<br />any agency thereof requires an export license or other governmental approval at the time of export or re-export without
<br />first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, Laws of any United
<br />States or foreign agency or authority. Customer warrants that it is not located in, under the control of, or a national or
<br />resident of any such prohibited country or on any such prohibited party list. The Offerings are further restricted from being
<br />used for the design or development of nuclear, chemical, or biological weapons or missile technology, orforterrorist activity,
<br />without the prior permission of the United States government. Customer will defend, indemnify, and hold Trimble harmless
<br />against any liability (including attorneys' fees) arising out of Customer's failure to comply with the terms of this Section.
<br />Customer's obligations under this Section 12.6 (Export Control) will survive the termination of the Agreement for any reason
<br />whatsoever.
<br />12.7. Anti -Corruption Compliance. Each party, and any third party acting on Its behalf, will comply with all applicable United States
<br />and international anti -corruption and anti -bribery laws and regulations, including, without limitation, the U.S. Foreign
<br />Corrupt Practices Act, the U.K. Bribery Act, and others (collectively, "Anti -Corruption Laws"). Each party, and any third party
<br />acting on its behalf, will not directly or indirectly offer, promise, or give any payment or anything of value to a government
<br />official, or any other individual or entity, where the intent is to improperly influence any act or decision of the government
<br />official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage for either
<br />party. Each party, and any third party acting on its behalf, also will not solicit or accept any sort of payment or anything of
<br />value from anyone, where the intent is to improperly influence any acts of a party or any third party acting on its behalf.
<br />12.8. GSA. Offerings purchased or licensed under Trimble's United States General Services Administration ("GSA") Schedules are
<br />subject to all of the pricing and other terms and conditions described in the applicable GSA Schedule.
<br />12.9. Governing Law and Venue. The sole and exclusive governing Law, jurisdiction, and venue for the Agreement and all Disputes
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