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4.1 Dependencies and Compatibilities. If Customer enables Dependencies or Compatibilities with an Offering, Trimble may access and exchange
<br />Customer Data with the Dependencies or Compatibilities on Customer's behalf. Trimble will have no liability or obligations under the Agreement
<br />with respect to how any Dependencies or Compatibilities uses or processes Customer Data. If Trimble hosts any Dependency or Compatibilities at
<br />Customer's request, Customer represents and warrants to Trimble that Customer has all rights necessary. Trimble may charge additional fees for
<br />such hosting services.
<br />4.2 No Prohibited Data. Customer will not use the Offerings with Prohibited Data. Customer acknowledges that the Offerings are not intended to
<br />meet any legal obligations for these uses, Including HIPAA requirements, and that Trimble is not a Business Associate as defined under HIPAA.
<br />4.3 Customer Data. Customer is responsible for its Customer Data, including its content, accuracy, and compliance with Laws. Customer represents
<br />and warrants that it has made all disclosures and has all rights, consents, and permissions necessary to use its Customer Data with the Offerings
<br />and grant Trimble the rights in Section 3 (Data Use and Ownership), all without violating or infringing Laws, third -party rights (including Intellectual
<br />property, publicity, or privacy rights), or any terms or privacy policies that apply to its Customer Data. If Customer utilizes data fields available in
<br />the Offerings to store data not required for the normal use and operation of the Offerings for their intended purpose, Customer agrees that
<br />Trimble is not responsible for, and will not be liable in any manner for such data, and Customer assumes all risks associated with, and agrees to
<br />hold Trimble harmlessfrom and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) related
<br />to or arising from, Customer's use of data fields to store such data.
<br />4.4 Excluded Claims. In addition to the Excluded Claims stated Section 7 (Limitation of Liability) in the General Terms, the following shall also be
<br />Excluded Claims for purposes of the Agreement: Section 10 (Indemnification) of these Software Terms and any breaches of Sections 2.3
<br />(Restrictions) or Section 4 (Customer Obligations) of these Software Terms.
<br />4.5 License Compliance. Customer shall promptly notify Trimble If Customer become aware of (i) any breach of confidentiality obligations
<br />regarding the Offerings, or (ii) any infringement (whether actual or alleged) of Trimble's intellectual property rights in the Offerings, or (Ili) any
<br />unauthorized use of the Offerings by any person, and provide reasonable assistance to Trimble in connection with any suit or proceeding relating
<br />to such events.
<br />4.6. Usage Limitations. Customer will comply with all Usage Limitations, If Customer exceeds the Usage Limitations during the Term, Trimble may
<br />invoice Customer for the use that exceeded the applicable Usage Limitations at Trimble's then -current list price, and Customer shall pay in
<br />accordance with the Agreement. The parties may also agree on a Usage Limitation adjustment, in which case Customer must sign a new Order
<br />and pay the applicable fees.
<br />4.7 Fee Criteria. If the Order states Software Is made available based on GAR, Project Budget, Total Project Value, population, specific -department
<br />usage, Affiliate -limitations, or similar criteria (any such criteria, the "Fee Criteria'), the fees for that Software are calculated based on that Fee
<br />Criteria as of the date of Order issuance by Trimble. Unless otherwise provided the Order, if the Fee Criteria increases by more than 10% during
<br />the Subscription Term, (i) Customer shall promptly notify Trimble in writing, (ii) Trimble has the right to adjust such fees based on changes in the
<br />Fee Criteria and Its then -current list price for that Software (Including on a prorated basis for the current term), and (Ili) Customer shall pay any
<br />applicable additional fees upon receipt of the invoice in accordance with the Agreement. At the req uest of Trimble, Customer wil I promptly provide
<br />documentation satisfactory to Trimble evidencing Customer's then -applicable fee Criteria.
<br />S. Suspension of Access. Trimble may suspend Customer's access to an Offering, without liability, and in whole or in part, if (a) Customer breaches
<br />any Usage Limitations, Sections 2.2 (Authorized Users), 2.3 (Restrictions), 4 (Customer Obligations) or 6.2 (Offering Content); (b) Customer's
<br />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
<br />Integrity, availability, or security of the Offerings or Trimble's systems, products, or infrastructure (provided Trimble will use commercially
<br />reasonable efforts to provide Customer with advance notice of such suspension where Trimble determines exigent circumstances do not exist).
<br />Trimble will lift such suspension once the related issue orfailure is cured to Trimble's reasonable satisfaction. Fees will continue to apply during
<br />the suspension period. Customer may be prohibited from entering new Customer Data or processing or accessing existing Customer Data and
<br />data reports during the suspension period. If Customer attempts to access or manipulate Customer Data utilizing third -party software during
<br />suspension, Trimble disclaims and Customer holds Trimble harmless from any responsibility or liability relating to lost or altered Customer Data
<br />or related damages.
<br />6. Certain Features. The following provisions apply to the extent applicable to the Offerings.
<br />6.1Third-Party Materials. The Offerings may provide Customer with access to Third -Party Materials. Third -Party Materials are not part of the
<br />Offerings. To the extent specified by Trimble (including in any Supplemental Terms or Documentation), use of the Third -Party Materials may be
<br />subject to additional terms or restrictions ("Third -Party Terms"). Customer is solely responsible for its compliance with any Third -Party Terms,
<br />and failure to comply with such terms may result in termination of Customer's right to access any features of the Offerings that utilize such Third -
<br />Party Materials. If no Third -Party Terms are specified, Customer may use Third -Party Materials solely in support of Customer's authorized use of
<br />the Offerings in accordance with the Agreement.
<br />6.2 Offering Content. "Offering Content" shall be any Trimble IP or Third -Party Materials made available as data or information through the
<br />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
<br />Offering. Any Offering Content that is Third -Party Materials shall be subject to any applicable Third -Party Terms. If no Third -Party Terms apply,
<br />then unless otherwise authorized by Trimble in writing or the applicable Documentation, such Third -Party Materials, and any derivative thereof,
<br />may only be used or accessed by an Authorized User, Third -Party Materials will be used solely for Customer's internal purposes during the Term
<br />and must be accessed pursuant to a manual Authorized User request. Customer will not: (i) access, extract, or download any Third -Party Materials,
<br />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
<br />volume requests for information; (Ili) sell, offer to sell, rent, sublicense, or transfer any copies of theThird-Party Materials, or portions thereof, to
<br />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
<br />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
<br />service, product, or technology; (vi) recreate the Third -Party Materials or create otherwise a separate database or other repository of Third -Party
<br />Materials; (vii) use Third -Party Materials to train, augment, or correct another database or information repository; (viii) unless other specified in
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