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Addendum p3
<br />Supplemental Terms for Software and Subscriptions
<br />Version 1.2 (Lost Updated: May 1, 2024)
<br />1. Definitions. Capitalized terms not defined herein have the meanings given in the General Terms.
<br />1.1. "Active Project" means any Project on which the Software maybe used by Customer during any Annual Subscription Term.
<br />1.2. "Annual Subscription Term" means each 12-month period of a Subscription Term.
<br />1.3. "Anonymized Data" means any data collected in connection with the Offerings (including Customer Data) that has been aggregated and/or
<br />de- identified in such a manner that neither Customer nor any of its Authorized Users or any other individual can be identified from the data when
<br />it is shared outside of Trimble or its Affiliates.
<br />1.4. "Authorized User" means any employee of Customer and, unless prohibited by Trimble in the Order, Documentation, or any Supplemental
<br />Terms, individuals who are contractors or consultants of Customer or employees, contractors, or consultants of Customer's Affiliates authorized
<br />by Customer to access and use the Offerings on Customer's behalf in accordance with the Agreement, including, without limitation, Section 6.6
<br />(Third- Party Access) and Section 9 (Confidentiality).
<br />1.5. "Correction Services" means subscription -based services that provide GNSS position correction data.
<br />1.6. "Concurrent User" means any type of User authorized by Customer to access and use the Offerings on Customer's behalf simultaneously at
<br />a given point in time.
<br />1.7. "Customer Data" means any information, documents, materials, or other data of any type that is input by or on behalf of Customer into the
<br />Offerings or that is created or generated by Customer through Customer's use of the Offerings, including without limitation information or data
<br />that is submitted manually by Authorized Users or through a Third -Party Platform. For clarity, Customer Data expressly excludes Usage Data.
<br />1.8. "Customer Group" means Customer's business units, Affiliates, or Joint Ventures, if any, listed in the Order that may authorize Authorized
<br />Users to use the Offerings on behalf of those business units, Affiliates, orJoint Ventures.
<br />1.9. "Gross Annual Revenue" or "GAR" means Customer's (and Customer Groups, if applicable) income and revenue from all sources, before
<br />expenses or taxes, calculated on an annual basis according to generally accepted accounting principles and as reported in company financial
<br />statements. The various equivalent definitions may be used interchangeably.
<br />1.10. "Joint Venture" means a business arrangement in which Customer and one or more other third parties agree to pool their resources to
<br />accomplish a Project or other commercial enterprise.
<br />1.11. "License Keys" means electronic passwords, authorization codes, or other enabling mechanisms provided for use with the Offerings.
<br />1.12. "Named User' means any type of Authorized User designated by Customer by name or other identifier to access and use the Offerings on
<br />Customer's behalf.
<br />1.13. "Prohibited Data" means any (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and
<br />Accountability Act (as amended and supplemented) ("HIPAA"); (b) credit, debit, or other payment card data subject to the Payment Card Industry
<br />Data Security Standards (PCI DSS); (c) information subject to regulation or protection underthe Children's Online Privacy Protection Act or Gramm -
<br />Leach Bliley Act, or (d) any other information which is regulated under Laws and is not required for use of the Software for its intended purpose.
<br />1.14. "Project" means the initiation, delivery, operations, and maintenance of a construction project.
<br />1.15. "Provision Date" means the date on which Trimble first provides access to the Offerings. For an Offering bundle comprised of multiple
<br />Software, the Provision Date will be the date on which the entire Offering bundle becomes fully provisioned.
<br />1.16. "Subscription" means access to any Software, Support, Correction Services, content, data, or other information, in each case made
<br />available for the applicable Subscription Term(s).
<br />1.17. "Support Terms" means the then -current Supplemental Terms for Support and Maintenance
<br />available at https://www.trimble.com/en/legal/customer-terms or any successor url.
<br />1.18. "Third -Party Materials" means any third -party data, content, or proprietary software. Third -Party Materials is not part of Software.
<br />1.19. "Project Budget" means the total projected cost allocated to carry out, manage, and complete one or more Active Project(s) over the
<br />entire Subscription Term. The various defined terms are equivalent and may be used interchangeably, including in other defined terms.
<br />1.20. "Total Project Value" or "Project Value" means Project Budget divided by the number of Annual Subscription Terms in the Subscription
<br />Term (and not any renewal). The various defined terms are equivalent and may be used interchangeably, including in other defined terms.
<br />1.21. "Usage Limitations" means Customer's authorized scope of use for the Offerings as specified in the applicable Order, Supplemental Terms,
<br />or Documentation, which may include any user (e.g., Named User, Concurrent User, etc.), seat, copy, instance, data storage, CPU, computer, field
<br />of use, location, project, or other restrictions.
<br />1.22. "Usage Data" means Trimble's technical logs, data, and learnings about Customer's use of the Offerings, excluding Customer Data.
<br />2. Generally
<br />2.1 Offerings.
<br />(a) Subscriptions (other than Licensed Software). Customer may access and use the Subscriptions during the Subscription Term only for its internal
<br />business purposes in accordance with the Documentation, Usage Limitations, and the Agreement. Unless otherwise specified by Trimble, any
<br />Licensed Software provided with a Subscription is subject to the terms applicable to Licensed Software under the Agreement.
<br />(b) Licensed Software. Trimble hereby grants Customer non -transferable, non-sublicensable, non-exclusive license, during Term, to install, copy,
<br />and use the Licensed Software on systems or devices under Customer's control only for its internal business purposes in accordance with the
<br />Documentation, Usage Limitations, and the Agreement. Licensed Software is licensed, not sold. Any Licensed Software deployed through hosting
<br />services delivered by Trimble are subject to the terms and conditions applicable to Licensed Software.
<br />2.2Authorized Users. Only Authorized Users may access or use the Offerings. User IDs are granted to individual, named persons, and each
<br />Authorized User will keep login credentials confidential and not share them with anyone else. Customer is responsible for its Authorized Users'
<br />compliance with the Agreement and actions taken through their accounts. In the event an Authorized User is no longer authorized to use an
<br />Offering on Customers behalf, Customer will promptly de -activate such Authorized User's access. Unless expressly permitted in the Order,
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