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Addendum R2
<br />Trimble General Transaction Terms
<br />Version 1.2 (Lost updated: May 1, 2024)
<br />Trimble's provision of Offerings is governed exclusively by these Trimble General Transaction Terms (the "General Terms"). The Order, the SOW,
<br />these General Terms, any applicable Supplemental Terms, and all other terms referenced or incorporated therein, collectively constitute the
<br />"Agreement". Any conflict or inconsistency in the Agreement will be resolved in the following order of precedence: (1) the Order, (2) any
<br />applicable Supplemental Terms, (3) these General Terms, (4) the SOW, and (5) the Documentation.
<br />1. Definitions. Capitalized terms have the meaning associated with them In this Section 1 (Definitions) or with the definition provided elsewhere
<br />in the Agreement.
<br />1.1. "Affiliate' means an entity that, directly or Indirectly, owns or controls, is owned or controlled by or is under common
<br />ownership or control with a party, where "ownership" means the direct or indirect ownership of more than fifty percent
<br />(50%) of an entity's outstanding voting rights or other equivalent voting interests.
<br />1.2. "Customer"is the entity or person identified in the Order or SOW.
<br />1.3. "Dispute(s)" means any dispute, claim, or controversy arising from or related to the Agreement.
<br />1.4. "Documentation" means Trimble's then -current usage guidelines, standard technical documentation, acceptable use
<br />policies, support policies, service level commitments, or other policies referenced in the Agreement.
<br />1.5. "Hardware" means hardware products specified in the Order.
<br />1.6. "High Risk Activities" means any mission critical, hazardous, strict liability, or other activity(ies) where use or failure of the
<br />Offerings could lead to death, personal injury, or physical or environmental damage. Examples of High Risk Activities include,
<br />but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support
<br />systems, implantable medical equipment, motor vehicles, autonomous vehicles, air traffic control, emergency services, or
<br />weaponry systems. High Risk Activities do not include utilization of Offerings for administrative purposes, to store
<br />configuration data, engineering and/or configuration tools, or other non -control applications, the failure of which would not
<br />result in death, personal injury, or physical or environmental damage. These non -controlling applications may communicate
<br />with the applications that perform the control but must not be directly or indirectly responsible for the control function.
<br />1.7. "Intellectual Property Rights" means any and all right, title and interest in and to any and all trade secrets, patents,
<br />copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of
<br />privacy, publicity, database rights and similar rights of any type, including any applications, continuations or other
<br />registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental,
<br />regulatory or judicial authority, and the right to sue for, settle and release past, present and future infringement of any of
<br />the foregoing.
<br />1.8. "Law(s)" means all applicable local, state/provincial, federal and international laws, rules, regulations, directives, ordinances
<br />and conventions, including, but not limited to, those related to data privacy and data transfer, international communications
<br />and export of technical or personal data.
<br />1.9. "Licensed Software" means the object code form of Trimble's proprietary installed software product for deployment on
<br />premises or on a device, as well as any Documentation, maintenance releases, and features and functionality enhancements,
<br />and application programming interfaces (APIs), in each case as as may be made available pursuant to the Order. For clarity,
<br />Licensed Software excludes firmware.
<br />1.10. "Offerings" means Trimble's Hardware, Software, Services, Support, and other Trimble goods or services specified on an
<br />Order or SOW.
<br />1.11. "Order" means the quotation, proposal, sales agreement or similar documents provided by Trimble and accepted by
<br />Customer.
<br />2.12. "Services" means any services described In the Order or a Statement of Work, including, without limitation, training,
<br />enablement, implementation, configuration, hosting, or content provision.
<br />1.13. "Software" means the Licensed Software and/or Software -as -a -Service specified on an Order.
<br />1.14. "Software -as -a -Service" or "SaaS" means a Trimble proprietary cloud service, as well as any Documentation, features and
<br />functionality enhancements, and application programming interfaces, in each case as may be made available pursuant to
<br />the Order.
<br />1.15. "Statement of Work" or "SOW" means a statement of work or similar agreement governing the provision of Services.
<br />1.16. "Supplemental Terms" are any additional Trimble terms and conditions referenced in the Order as "Supplemental Terms.
<br />1.17. "Support" means support and/or maintenance for Software, and as may be further described in the applicable Supplemental
<br />Terms, Documentation, or otherwise as specified by Trimble in writing.
<br />1.18. "Trimble" means Trimble Inc. or its Affiliate identified on the Order or SOW, or if none is specified, as set forth in Exhibit A
<br />(Trimble Entities; Governing Law; Exclusive Venue/jurisdiction) based on the applicable Customer location.
<br />1.19. 'Trimble IP" means the Offerings, Documentation, and any written and electronic materials, proprietary information,
<br />documentation, code, technology, systems, infrastructure, equipment, and trade secrets developed, provided or used by
<br />Trimble or its subcontractors to produce and provide the Offerings together with all Intellectual Property Rights therein,
<br />together with all modifications, improvements, changes thereto or derivative works thereof, including without limitation:
<br />(a) proprietary electronic architecture and other non -literal elements of the Offerings developed by Trimble,
<br />(b) functional and technical specifications and other technical, training, reference or service information, documentation and
<br />manuals and updates thereto,
<br />(c) APIs, customized applications and computer programs,
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