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(d) processes, methods, algorithms, ideas, and other "know how,"
<br />(e) data and information provided or sourced by Trimble,
<br />(f) Offerings which Customer has the right to use via a subscription, and
<br />(g) network equipment and architecture.
<br />2. Orders; Validity. An Order Is valid for acceptance by Customer within the period indicated In the Order and if no such period is provided, for
<br />thirty (30) calendar days from the issue date. The Agreement is formed by Customer's execution of the Order. Changes to an Order or
<br />belated acceptance by Customer are not valid unless Trimble accepts them in writing, and Trimble's partial or complete delivery against
<br />an Order modified by Customer, or acceptance of payment, shall not be deemed to be an acceptance of the modification. Orders that
<br />Customer has accepted cannot be canceled for any reason without Trimble's prior written consent. Notwithstanding anything to the
<br />contrary, while Customer may issue a purchase order or similar document for administrative purposes, no provisions of Customer's
<br />purchase orders, invoices, associated purchase documentation, or other business forms will apply to, modify, supersede or otherwise
<br />alter the terms of this Agreement or Customer's payment obligations thereunder, and any such provisions will be of no force or effect.
<br />3. Payment Terms; Invoicing
<br />3.1. Fees are as set forth in the Order or SOW. Fees do not include applicable sales taxes, value added taxes, goods and services
<br />taxes, export or Import charges, transportation or insurance charges, customs and duty fees, personal property taxes,
<br />surcharges and fees, or similar charges, all of which are Customer's responsibility to pay. Unless Customer provides Trimble
<br />with direct payment authority or a valid exemption certificate for the appropriate jurisdiction, Customer will pay Trimble all
<br />such taxes, charges, and fees invoiced by Trimble in connection with the Offerings. Customer will pay any foreign exchange
<br />transaction fees and any foreign exchange profits or losses incurred on such transactions.
<br />3.2. Trimble will issue invoices in accordance with the billing frequency stated in the Order or SOW. Customer consents to the
<br />receipt of invoices electronically at the email address(es) it provided to Trimble for billing purposes, and accepts such
<br />invoices as If received by mail. Customer is responsible for maintaining current email addresses) with Trimble. Trimble's
<br />transmission of an invoice to the provided billing email address(es) (regardless of whether actually received by Customer)
<br />shall be considered delivery of that invoice by Trimble. Trimble's failure to issue an Invoice in accordance with this Section 3
<br />(Payment Terms; Invoicing) shall not be deemed to be a waiver by Trimble of its right to receive payment pursuant to the
<br />Agreement, but Customer shall not be obligated to make such payment until an invoice for such payment Is issued by Trimble
<br />to Customer.
<br />3.3. Unless otherwise set forth in the Order or SOW, payments are due net 30 days from the date of invoice. Customer will make
<br />payment In the currency indicated on the Order or SOW. Trimble is entitled to offset payments against prior debt balances
<br />in Customer's account. Subject to any Laws to the contrary or as otherwise expressly stated in the Agreement, payments are
<br />not .refundable. No credit, carryover, or refund will be given for any unused Offerings (e.g,, services hours, data usage)
<br />allocated or available for use during an indicated period of time.
<br />3.4. Delinquent payments not subject to a bona fide dispute will bear interest at the lesser of 1.5%per month or the maximum
<br />rate permitted by applicable Law. If Customer does not object in writing to an invoiced amount by the invoice due date,
<br />Customer will be deemed to have acknowledged the correctness of that invoice and to have waived its right to dispute that
<br />invoice. A dispute as to a portion of any invoice or amount owed will give Customer the right to withhold or delay payment
<br />of the disputed portion only. Customer will be liable for all costs of collection of past due amounts (including attorneys'
<br />fees).
<br />3.5. Trimble may suspend Customer's access to or Trimble's provision of Offerings, as applicable, on five (5) business days prior
<br />notice if Customer fails to timely pay any invoice not subject to a bona fide payment dispute or falls to use diligent good
<br />faith efforts to resolve a bona fide payment dispute (unless cured during the notice period).
<br />3.6. For any breach of Customer's payment obligations under any Order(s), Trimble may, without limiting Trimble's other rights
<br />and remedies, declare Customer's unbilled future fees under any and all Orders immediately due and payable.
<br />3.7. Trimble has the continuing right to review Customer's credit and, if reasonably determined necessary by Trimble, change
<br />Customer's payment terms, and may at any time demand advance payment, satisfactory security (such as, but not limited
<br />to, a confirmed, irrevocable letter of credit acceptable to Trimble), or a guarantee of prompt payment prior to shipment or
<br />service activation.
<br />3.8. 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 />4. Term and Termination
<br />4.1. Term. The term and any renewals thereof applicable for an Offering (collectively, the "Term(s)") shall be as set forth in the
<br />Order, SOW, or Supplemental Terms. Different Offerings may have different Terms.
<br />4.2. Termination. Either party may terminate the Agreement if the other party (a) fails to cure a material breach of the
<br />Agreement (including a failure to pay fees), or falls to provide a written plan of cure reasonably acceptable to the non -
<br />breaching party, within thirty (30) days after the non -breaching party's receipt of written notice specifying such breach or
<br />failure, (b) becomes designated by an applicable governmental entity as a business with which a party is prohibited from
<br />doing business with (e.g., via governmental sanctions program), or (c) seeks protection under insolvency or comparable
<br />proceeding, or if such proceedings are instituted against that party and not dismissed within sixty (60) days.
<br />4.3. Survival. These Sections survive expiration or termination of the Agreement: 1 (Definitions), 3 (Payment Terms; Invoicing),
<br />4.3 (Survival), 6 (Warranty Disclaimers), 7 (Limitations of Liability), 8 (Indemnification), 9 (Confidentiality), 11 (Personal
<br />Information; Data Protection), 12 (Miscellaneous), any other provisions identified in any applicable Supplemental Terms
<br />referencing this provision, and any other term or provision in the Agreement that applies to events occurring following
<br />termination or expiration. Except where an exclusive remedy is provided, exercising a remedy under the Agreement,
<br />including termination, does not limit other remedies a party may have.
<br />5. Customer Obligations
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