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Supplemental Terms, or Documentation, Customer may not transfer Authorized User status from one individual to another. Customer will
<br />promptly notify Trimble if it becomes aware that any of its Authorized User login credentials have been compromised.
<br />2.3. Restrictions. Customer will not (and will not permit, encourage, or assist anyone else to) do any of the following: (a) provide access to,
<br />distribute, sell, or sublicense the Offerings to a third party; (b) use the Offerings on behalf of, or to provide any product or service outside of
<br />Customer's regular course of business, to, third parties; (c) use the Offerings to develop a similar or competing product or service; (d) reverse
<br />engineer, decompile, disassemble, or seek to access the source code or non-public APIs to any element of the Offerings, except to the extent
<br />expressly permitted by Law (and then only after providing prior written notice to Trimble); (e) modify or create derivative works of the Offerings
<br />or copy any element of the Offerings (other than in connection with making copies of Licensed Software authorized under the Agreement); (f)
<br />remove or obscure any proprietary notices in the Offerings; (g) publish benchmarks or performance information about the Offerings, except to
<br />the extent expressly permitted by Law;
<br />(h) interfere with the Offerings' operation or its use by others, circumvent its access restrictions or, without the prior written permission of Trimble,
<br />conduct any security or vulnerability test of the Offerings; (1) transmit any viruses or other harmful materials to the Offerings; (j) submit to the
<br />Offerings any information that is inappropriate, defamatory, obscene, salacious, or unlawful, or use the Offerings to defame, harass, stalk,
<br />threaten, or otherwise violate the rights of others; (k) use the Offerings to advertise, offer to sell or buy goods, or otherwise for business
<br />promotional purposes;
<br />(1) for Licensed Software, unless expressly permitted in the Order, Supplemental Terms, orthe Documentation, use or host any Licensed Software
<br />in a virtual server environment, or (m) for Corrections Services, re -broadcast the Corrections Services without the prior written consent of Trimble.
<br />2.4 Free Versions: Trials and Betas. "Free Versions' means any Offerings made available to Customer for use without a fee. 'Trials and Betas"
<br />means any Offerings or any features thereof made available on an evaluation or trial basis or as an alpha, beta, Labs or other early access offering,
<br />in any case free or otherwise. Unless otherwise set forth In the Documentation or the Agreement, Customer may only use Free Versions in a non -
<br />production environment and for non-commercial purposes, and Trials and Betas may only be used solely for Customer's internal evaluation to
<br />determine whether to purchase a license or subscription to the Offerings. The evaluation term for Trials and Betas shall be 30 days unless otherwise
<br />designated by Trimble in writing. Free Versions and Trials and Betas are optional, and Trimble may cease making available such Offerings at any
<br />time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Trimble may never release, and their features and
<br />performance information are Trimble's Confidential Information. In the event Customer has purchased Services related to any Free Version or
<br />Trial and Beta, any unused Services upon any termination or expiration of the applicable term for the Free Version or Trial and Beta shall be forfeit.
<br />Notwithstanding anything else in the Agreement: (a) Trimble has no obligation to retain Customer Data used with Free Versions and Trials and
<br />Betas; (b) Trimble provides the Free Versions and Trial and Betas "AS -IS" with no warranty, indemnity, service levels, or support; (c) Trimble's
<br />liability for Free Versions and Trials and Betas will not exceed US$50, and (d) either party may terminate access to a Free Version or Trial and
<br />Beta, for any reason or no reason, immediately upon written notice to the other party.
<br />2.5 Educational Versions. For any version of the Offerings designated as "educational," or a similar term, Customer may use the Offerings solely
<br />for educational purposes - e.g., by an instructor or a student at an educational institution and while engaged in educational work. Such educational
<br />versions may not be used (a) by any other person; (b) by any educational institution for any non -educational purposes; or (c) for any for -profit
<br />purpose, including professional work or training offered for a fee, or by commercial entities.
<br />2.6 Delivery. Offerings and License Keys, if any, will be delivered by electronic means unless otherwise specified on the applicable Order. Delivery
<br />is deemed to occur on the date on which the Offering and License Key, if any, are first made available to Customer.
<br />2.7 Software Activation and Metering: Audits.
<br />(a) Offerings may gather and transmit to Trimble license usage, compliance, and activation data. Customer will not disable, modify, or
<br />interfere with the operation of any such functionality of the Offerings. Trimble may use the foregoing information to validate the
<br />authenticity of Authorized Users, to confirm Customer's compliance with the Agreement, to register the Offerings, to monitor and
<br />validate compliance with Usage Limitations, for license metering, and to protect Trimble against unlicensed or illegal use of the Offerings.
<br />(b) Upon Trimble's written request, Customer shall certify in writing that its use of the Offerings is in full compliance with the Agreement
<br />(including any Usage Limitations). In addition to the other license compliance monitoring rights in the Agreement, Trimble, or its
<br />authorized representative, may, upon prior reasonable notice of at least ten (10) days, inspect and audit Customer's records and use of
<br />the Offerings to confirm Customer's compliance with the Agreement. All such inspections and audits will be conducted during regular
<br />business hours and in a manner that does not unreasonably interfere with Customer's business activities. Customer is responsible for
<br />such audit costs only in the event the audit reveals that the use is not in accordance with the Usage Limitations or other licensed scope
<br />of use and for unpaid fees. Customer shall promptly pay all unpaid fees.
<br />3. Data Usage and Ownership.
<br />3.1 Ownership. Except for Trimble's limited rights set forth in the Agreement, as between the parties, Customer retains all Intellectual Property
<br />Rights in Customer Data. Trimble owns all Intellectual Property Rights in Anonymized Data and Usage Data.
<br />3.2. Limited Usage Rights. Customer hereby grants to Trimble and its Affiliates the non-exclusive, worldwide, Irrevocable, royalty -free right: (I) to
<br />use Customer Data during the Term to provide the Offerings, Support, and Services to Customer; (11) to create Anonymized Data; (III) to use and
<br />disclose Customer Data as otherwise permitted pursuant to the Agreement or any written consent or instructions of Customer; and, (iv) subject
<br />to Trimble's confidentiality obligations in Section 9 (Confidentiality) of the General Terms and all applicable Data Protection Legislation, to use
<br />Customer Data in perpetuity to develop, maintain, and improve the products, software, and services of Trimble or its Affiliates, including, without
<br />limitation, analytics, model training, and machine learning.
<br />3.3 Access. Customer will not have access to Customer Data after termination or expiration of the Term, unless otherwise indicated in the
<br />Order, Supplemental Terms, or the Documentation, or the parties agree otherwise in writing.
<br />3.4 Confidentiality. In the event of any conflict between the terms of Section 9 (Confidentiality) of the General Terms and this Section 3 (Data
<br />Usage and Ownership), the terms of this Section 3 (Data Usage and Ownership) will control.
<br />4. Customer Obligations.
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