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Addendum#3
<br /> Supplemental Terms for Software and Subscriptions
<br /> Version 1.2(Last Updated:May 1,2024)
<br /> 1.Definitions.Capitalized terms not defined herein have the meanings given in the General Terms.
<br /> 1.1. "Active Project"means any Project on which the Software may used by Customer during any Annual Subscription Term.
<br /> 1.2."Annual Subscription Term"means each 12-month period of a Subscription Term.
<br /> 1.3. "Anonymized Data"means any data collected in connection with the Offerings(including Customer Data)that has been aggregated and/or
<br /> de-identified in such a manner that neither Customer nor any of its Authorized Users or any other individual can be identified from the data when
<br /> it is shared outside of Trimble or its Affiliates.
<br /> 1.4. "Authorized User"means any employee of Customer and,unless prohibited by Trimble in the Order, Documentation, or any Supplemental
<br /> Terms,individuals who are contractors or consultants of Customer or employees,contractors,or consultants of Customer's Affiliates authorized
<br /> by Customer to access and use the Offerings on Customer's behalf in accordance with the Agreement,including,without limitation,Section 6.6
<br /> (Third-Party Access)and Section 9(Confidentiality).
<br /> 1.5."Correction Services"means subscription-based services that provide GNSS position correction data.
<br /> 1.6."Concurrent User"means any type of User authorized by Customer to access and use the Offerings on Customer's behalf simultaneously at
<br /> a given point in time.
<br /> 1.7."Customer Data"means any information,documents, materials,or other data of any type that is input by or on behalf of Customer into the
<br /> Offerings or that is created or generated by Customer through Customer's use of the Offerings,including without limitation information or data
<br /> that is submitted manually by Authorized Users or through a Third-Party Platform.For clarity,Customer Data expressly excludes Usage Data.
<br /> 1.8."Customer Group"means Customer's business units,Affiliates,or Joint Ventures,if any, listed in the Order that may authorize Authorized
<br /> Users to use the Offerings on behalf of those business units,Affiliates,or Joint Ventures.
<br /> 1.9. "Gross Annual Revenue" or"GAR"means Customer's (and Customer Group's, if applicable) income and revenue from all sources, before
<br /> expenses or taxes, calculated on an annual basis according to generally accepted accounting principles and as reported in company financial
<br /> statements.The various equivalent definitions may be used interchangeably.
<br /> 1.10. "Joint Venture" means a business arrangement in which Customer and one or more other third parties agree to pool their resources to
<br /> accomplish a Project or other commercial enterprise.
<br /> 1.11."License Keys" means electronic passwords,authorization codes,or other enabling mechanisms provided for use with the Offerings.
<br /> 1.12. "Named User"means any type of Authorized User designated by Customer by name or other identifier to access and use the Offerings on
<br /> Customer's behalf.
<br /> 1.13. "Prohibited Data"means any(a)patient,medical,or other protected health information regulated by the Health Insurance Portability and
<br /> Accountability Act(as amended and supplemented)("HIPAA");(b)credit,debit,or other payment card data subject to the Payment Card industry
<br /> Data Security Standards(PC]DSS);(c)information subject to regulation or protection underthe Children's Online Privacy Protection Act or Gramm-
<br /> Leach Bliley Act,or(d)any other information which is regulated under Laws and is not required for use of the Software for its intended purpose.
<br /> 1.14."Project"means the initiation,delivery,operations,and maintenance of a construction project.
<br /> 1.15."Provision Date"means the date on which Trimble first provides access to the Offerings.For an Offering bundle comprised of multiple
<br /> Software,the Provision Date will be the date on which the entire Offering bundle becomes fully provisioned.
<br /> 1,16."Subscription"means access to any Software,Support,Correction Services,content,data,or other information,in each case made
<br /> available for the applicable Subscription Term(s).
<br /> 1.17."Support Terms"means the then-current Supplemental Terms for Support and Maintenance
<br /> available at https://www.trimble.com/enllegal/customer-terms or any successor url.
<br /> 1.18."Third-Party Materials"means anythird-party data,content,or proprietary software.Third-Party Materials is not part of Software.
<br /> 1.19."Project Budget"means the total projected cost allocated to carry out,manage,and complete one or more Active Project(s)overthe
<br /> entire Subscription Term.The various defined terms are equivalent and may be used interchangeably,including in other defined terms.
<br /> 1.20."Total Project Value"or"Project Value"means Project Budget divided by the number of Annual Subscription Terms in the Subscription
<br /> Term(and not any renewal).The various defined terms are equivalent and may be used interchangeably,including in other defined terms.
<br /> 1.21."Usage Limitations"means Customer's authorized scope of use for the Offerings as specified in the applicable Order,Supplemental Terms,
<br /> or Documentation,which may include any user(e.g.,Named User,Concurrent User,etc.),seat,copy,instance,data storage,CPU,computer,field
<br /> of use,location,project,or other restrictions.
<br /> 1.22."Usage Data"means Trimble's technical logs,data,and]earnings about Customer's use of the Offerings,excluding Customer Data.
<br /> 2.Generally
<br /> 2.1Offerings.
<br /> (a)Subscriptions(other than Licensed Software).Customer may access and use the Subscriptions during the Subscription Term onlyfor its internal
<br /> business purposes in accordance with the Documentation, Usage Limitations, and the Agreement. Unless otherwise specified by Trimble, any
<br /> Licensed Software provided with a Subscription is subject to the terms applicable to Licensed Software under the Agreement.
<br /> (b)Licensed Software.Trimble hereby grants Customer a non-transferable,non-sublicensable,non-exclusive license,during Term,to install,copy,
<br /> and use the Licensed Software on systems or devices under Customer's control only for its internal business purposes in accordance with the
<br /> Documentation, Usage Limitations,and the Agreement.Licensed Software is licensed,not sold.Any Licensed Software deployed through hosting
<br /> services delivered by Trimble are subject to the terms and conditions applicable to Licensed Software.
<br /> 2.2Authorized Users. Only Authorized Users may access or use the Offerings. User IDs are granted to individual, named Persons, and each
<br /> Authorized User will keep login credentials confidential and not share them with anyone else.Customer is responsible for its Authorized Users'
<br /> compliance with the Agreement and actions taken through their accounts. In the event an Authorized User is no longer authorized to use an
<br /> Offering on Customer's behalf, Customer will promptly de-activate such Authorized User's access. Unless expressly permitted in the Order,
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