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5.1. High Risk Activities. Customer will not use the Offerings for High Risk Activities. Customer acknowledges that the Offerings
<br />are not intended to meet any legal obligations for High Risk Activities. Trimble and its suppliers specifically disclaim any
<br />responsibility for, and will not be liable in any manner arising from, any use of the Offerings in connection with High Risk
<br />Activities.
<br />5.2. Compliance with Laws. Customer shall comply with all Laws in connection with its use or receipt of the Offerings.
<br />5.3. Dependencies and Compatibilities.
<br />(a)Offerings may (i) require certain dependencies, including, without limitation, internet connection, electronic
<br />communications, hardware, data connections, operating systems, third -party products and services, other Trimble products
<br />and services, satellite signals, etc. (collectively, "Dependencies'), and (ii) allow compatibility and/or interoperability with
<br />other products or services made available by Trimble, Customer, or a third party (collectively, "Compatibilities"),
<br />(b) Dependencies and Compatibilities may require payment of a separate fee and are governed by their respective terms of
<br />service, end user license agreement, or other agreement, and not by the Agreement. Unless otherwise expressly agreed
<br />upon by the parties in writing, Customer is responsible for all Dependencies and Compatibilities. Trimble may modify the
<br />Offerings from time to time, and Trimble does not guarantee that the Offerings will continue to operate or be compatible
<br />with any Dependencies or Compatibilities. Trimble makes no warranty or guarantee, and will have no liability or obligations
<br />underthe Agreement, with respect to any Dependencies, Compatibilities, or other factors outside of Trimble's control.
<br />(c) Customer represents and warrants that it shall, and shall use best efforts to require any provider of any Dependencies and
<br />Compatibilities to: (i) establish and maintain industry standard technical, organizational, physical, and administrative
<br />safeguards designed to ensure the security and integrity of the Offerings; and (11) comply with the security controls,
<br />configuration requirements, and access limitations imposed by Trimble, as may be modified by Trimble from time to time.
<br />6. WARRANTY DISCLAIMERS.THE LIMITED WARRANTY TERMS, IF ANY, EXPRESSLY SET FORTH IN ANY APPLICABLE SUPPLEMENTAL TERMS ARE
<br />IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON TRIMBLE'S PART ARISING OUT OF, OR IN CONNECTION WITH, THE OFFERINGS, AT ANY
<br />TIME EITHER DURING OR AFTER EXPIRATION OF THE APPLICABLE WARRANTY, AND STATE TRIMBLE'S ENTIRE LIABILITY AND CUSTOMER'S
<br />EXCLUSIVE REMEDIES RELATING TO THEM. EXCEPT FOR ANY LIMITED WARRANTY TERMS EXPRESSLY PROVIDED IN ANY APPLICABLE
<br />SUPPLEMENTAL TERMS, THE OFFERINGSARE PROVIDED "AS -IS" AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY
<br />KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT. SUPPLEMENTAL TERMS MAY HAVE ADDITIONAL
<br />DISCLAIMERS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO
<br />THE ABOVE LIMITATION(S) MAY NOT APPLY OR FULLY APPLY TO CUSTOMER.
<br />7. Limitations of Liability.
<br />7.1. Waiver; Liability Cap.
<br />(a) EXCEPT FOR EXCLUDED CLAIMS, (i) NEITHER PARTY (OR ITS SUPPLIERS) SHALL BE LIABLE FOR DAMAGES FOR LOSS OF
<br />PROFIT OR REVENUE, DATA THAT IS LOST OR CORRUPTED, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
<br />BUSINESS, LOSS OF GOODWILL, OR ANY SPECIAL, INCIDENTAL, RELIANCE, INDIRECT, PUNITIVE, OR CONSEQUENTIAL
<br />DAMAGES OF ANY KIND; AND (ii) EACH PARTY'S (AND EACH OF ITS SUPPLIER'S) ENTIRE LIABILITY FOR ANY AND ALL
<br />DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED IN AGGREGATETHE AMOUNTS PAID OR
<br />PAYABLE BY CUSTOMER TO TRIMBLE DURING THE PRIOR 12 MONTHS UNDER THE AGREEMENT FOR THE APPLICABLE
<br />OFFERING(S) GIVING RISE TO THE LIABILITY.
<br />(b) "EXCLUDED CLAIMS" MEANS (1) CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE AGREEMENT, (Ii) DAMAGES PAYABLE
<br />TO ATHIRD PARTY (I.E., NOT AN INDEMNIFIED PARTY) EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR
<br />INCLUDED IN A SETTLEMENT AGREED TO BY THE INDEMNIFYING PARTY, WHICH DAMAGES ARE SUBJECT TO A PARTY'S
<br />INDEMNIFICATION OBLIGATIONS IN SECTION 8 (INDEMNIFICATION), AND (iii) ANY ADDITIONAL "EXCLUDED CLAIMS"
<br />EXPRESSLY IDENTIFIED IN ANY APPLICABLE SUPPLEMENTAL TERMS.
<br />(c) THE ABOVE LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF
<br />SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN BREACH OF ANY ONE OR MORE
<br />WARRANTIES, NON -CONFORMITY, IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY
<br />DUTY, OR OTHERWISE.
<br />(d)SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT
<br />MISREPRESENTATIONS, CERTAIN INTENTIONAL OR NEGLIGENT ACTS, VIOLATION OF SPECIFIC STATUTES, OR THE
<br />LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH AN EVENT, THE FOREGOING LIMITATION(5) WILL
<br />NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
<br />7.2. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 7 (Limitations of Liability) are
<br />agreed -upon allocations of risk constituting in part the consideration for Trimble's performance under the Agreement, and
<br />will survive and apply even if any limited remedy in the Agreement falls of its essential purpose.
<br />8. Indemnification. Customer will defend, indemnify, and hold harmless Trimble from and against any and all third -party claims, costs, damages,
<br />losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with (a) use or modification
<br />of any Offerings In breach of the Agreement, or in any manner not authorized by the Agreement or (b) Customer's violation of Laws or
<br />the rights of a third party. Trimble will give Customer prompt written notice of any claim hereunder and will cooperate in relation to the
<br />claim at Customer's expense. Customer will have the exclusive right to control and settle any claim, except that Customer may not settle
<br />a claim without Trimble's prior written consent (not to be unreasonably withheld) if the settlement requires Trimble to admit any liability
<br />or take any action or refrain from taking any action (other than ceasing use of infringing materials). Trimble may participate in the defense
<br />of any claim at its expense.
<br />9. Confidentiality.
<br />9.1. Definition. "Confidential Information" means information disclosed to the receiving party under the Agreement that is
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