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htti)s://dI.trimble.com/www/us d a customer, df or any successor url)Is herein incorporated by reference.
<br /> 12. Miscellaneous.
<br /> 12.1. Assignment. Trimble may assign the Agreement upon notice to Customer. Customer may not assign or transfer the
<br /> Agreement(by operation of law or otherwise)without the prior written consent of Trimble.Any non-permitted assignment
<br /> is void.The Agreement will bind and Inure to the benefit of each party's permitted successors and assigns.
<br /> 12.2. Amendments.Trimble may amend the Agreement from time to time with written notice to Customer.Such amendments
<br /> shall take effect upon the next renewal,if any,of the Agreement,unless Trimble Indicates an earlier effective date.If Trimble
<br /> requires amendments with an earlier effective date and Customer objects in writing, then Trimble may permit such
<br /> amendments to take effect upon the next renewal; provided, however, if Trimble declines to permit such later effective
<br /> date,Customer's exclusive remedy is to terminate the Agreement with notice to Trimble,in which case Trimble will provide
<br /> Customer a refund of any applicable pre-paid fees for the terminated portion of the current Term. To exercise this
<br /> termination right, Customer must notify Trimble of its objections within thirty (30) days after Trimble's notice of the
<br /> amended Agreement,Once the amended Agreement takes effect,Customer's continued use of the Offerings constitutes its
<br /> acceptance of the modifications, Notwithstanding the foregoing,Trimble may modify Documentation upon written notice
<br /> to Customer to reflect new features or changing practices, provided that the modifications will not materially decrease
<br /> Trimble's overall obligations with respect to such Offering(s).
<br /> 12.3. Waiver and Severability.No waiver of any provision or breach of the Agreement(a)will be effective unless made in writing,
<br /> or(b)will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of the
<br /> Agreement is held to be invalid or unenforceable,such portion will be construed as nearly as possible to reflect the original
<br /> intent of the parties,or if such construction cannot be made,such provision or portion thereof will be severable from the
<br /> Agreement,provided thatthe invalidity,illegality,or unenforceability in whole or in part of any provision does not affectthe
<br /> validity of other provisions.
<br /> 12.4. Force Majeure.Neitherparty will be liable for any default,delay,or non-performance of its obligations underthe Agreement
<br /> (except for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes,
<br /> blockades,war,terrorism,riot,internet or utility failures,governmental orders or actions,national or regional emergency,
<br /> pandemics,or natural disasters,provided that such party promptly notifies the other in writing of such occurrence and uses
<br /> commercially reasonable efforts to resume performance of its affected obligations as soon as feasible.Delays or failures that
<br /> are excused as provided in this Section 12.4(Force Majeure)will result in automatic extensions of dates for performance for
<br /> a period of time equal to the duration of the events excusing such delay or failure.
<br /> 12.5. Notices.Any notice or other communication given by either party to the other regarding the Agreement will be deemed
<br /> given and served when personally delivered or delivered by reputable international courier requiring signature for receipt
<br /> addressed to the party at its notice address. Notice will be deemed effective upon delivery or refused delivery attempt.
<br /> Either party may change its notice address by written notice to the other. Customer's notice address will be the address
<br /> appearing on the Order or SOW. Trimble's notice address will be the applicable address on Exhibit A (Trimble Entities;
<br /> Governing Law;Exclusive Venue/Jurisdiction),or if the Trimble entity Is not listed there,then on the Order.In addition,any
<br /> valid notice to Trimble shall include a required copy to:Trimble Inc.,Attn:General Counsel-Important legal Notice,510 De
<br /> Guigne Drive, Sunnyvale, CA 94085, USA. Trimble may send operational notices to Customer by email or through the
<br /> Offering, including, without limitation, modifications of the Agreement or Documentation, suspension, collection, and
<br /> termination notices related to overdue fees,
<br /> 12.6. Export Control. Customer acknowledges that the Offerings are subject to export restrictions by the United States
<br /> government and import restrictions by certain foreign governments.Customer will not,and will not allow any third party to,
<br /> remove or export from the United States or allow the export or re-export of any part of the Offerings or any direct product
<br /> thereof:(a)into(or to a national or resident of)any embargoed or terrorist-supporting country;(b)to anyone on the U.S.
<br /> Commerce Department's Table of Denial Orders or U.S.Treasury Department's list of Specially Designated Nationals;(c)to
<br /> any country to which such export or re-export is restricted or prohibited,or as to which the United States government or
<br /> any agency thereof requires an export license or other governmental approval at the time of export or re-export without
<br /> first obtaining such license or approval;or(d)otherwise in violation of any exportor import restrictions,Laws of any United
<br /> States or foreign agency or authority. Customer warrants that it is not located in, under the control of, or a national or
<br /> resident of any such prohibited country or on any such prohibited party list.The Offerings are further restricted from being
<br /> used for the design or development of nuclear,chemical,or biological weapons or missile technology,orfor terrorist activity,
<br /> without the prior permission of the United States government.Customer will defend,indemnify,and hold Trimble harmless
<br /> against any liability(including attorneys'fees) arising out of Customer's failure to comply with the terms of this Section.
<br /> Customer's obligations under this Section 12.6(Export Control)will survive the termination of the Agreementfor any reason
<br /> whatsoever.
<br /> 12.7. Anti-Corruption Compliance.Each party,and any third party acting on its behalf,will comply with all applicable United States
<br /> and international anti-corruption and anti-bribery laws and regulations, including, without limitation, the U.S. Foreign
<br /> Corrupt Practices Act,the U.K.Bribery Act,and others(collectively,"Anti-Corruption Laws").Each party,and anythird party
<br /> acting on its behalf,will not directly or indirectly offer,promise,or give any payment or anything of value to a government
<br /> official,or any other individual or entity,where the intent is to improperly influence any act or decision of the government
<br /> official,or other individual or entity,to obtain or retain business or some other benefit or commercial advantage for either
<br /> party. Each party,and any third party acting on its behalf,also will not solicit or accept any sort of payment or anything of
<br /> value from anyone,where the intent is to improperly influence any acts of a party or any third party acting on its behalf.
<br /> 12.8. GSA.Offerings purchased or licensed under Trimble's United States General Services Administration("GSA")Schedules are
<br /> subject to all of the pricing and otherterms and conditions described in the applicable GSA Schedule.
<br /> 12.9. Governing Law and Venue.The sole and exclusive governing Law,jurisdiction,and venue for the Agreement and all Disputes
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