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Supplemental Terms, or Documentation, Customer may not transfer Authorized User status from one individual to another. Customer will
<br /> promptly notify Trimble if it becomes aware that any of its Authorized User login credentials have been compromised.
<br /> 2.3. Restrictions. Customer will not (and will not permit, encourage, or assist anyone else to) do any of the following; (a) provide access to,
<br /> distribute, sell,or sublicense the Offerings to a third party; (b) use the Offerings on behalf of, or to provide any product or service outside of
<br /> Customer's regular course of business,to,third parties; (c) use the Offerings to develop a similar or competing product or service;(d) reverse
<br /> engineer, decompile, disassemble, or seek to access the source code or non-public APIs to any element of the Offerings, except to the extent
<br /> expressly permitted by Law(and then only after providing prior written notice to Trimble);(e)modify or create derivative works of the Offerings
<br /> or copy any element of the Offerings (other than in connection with making copies of Licensed Software authorized under the Agreement); (f)
<br /> remove or obscure any proprietary notices In the Offerings;(g)publish benchmarks or performance information about the Offerings,except to
<br /> the extent expressly permitted by Law;(h)interfere with the Offerings'operation or its use by others,circumvent its access restrictions or,without
<br /> the prior written permission of Trimble, conduct any security or vulnerability test of the Offerings; (i)transmit any viruses or other harmful
<br /> materials to the Offerings;0)submit to the Offerings any information that is inappropriate,defamatory,obscene,salacious,or unlawful,or use
<br /> the Offerings to defame,harass,stalk,threaten,or otherwise violate the rights of others; (k) use the Offerings to advertise,offer to sell or buy
<br /> goods,or otherwise for business promotional purposes;(1)for Licensed Software,unless expressly permitted In the Order,Supplemental Terms,
<br /> or the Documentation, use or host any Licensed Software in a virtual server environment, or (m) for Corrections Services, re-broadcast the
<br /> Corrections Services without the prior written consent of Trimble.
<br /> 2.4 Free Versions:Trials and Betas."Free Versions" means any Offerings made available to Customer for use without a fee,"Trials and Betas"
<br /> means any Offerings orany features thereof made available on an evaluation ortrial basis or as an alpha,beta,Labs or other early access offering,
<br /> In any case free or otherwise.Unless otherwise set forth in the Documentation orthe Agreement,Customer may only use Free Versions in a non-
<br /> production environment and for non-commercial purposes,and Trials and Betas may only be used solely for Customer's internal evaluation to
<br /> determine whetherto purchase a license orsubscription to the Offerings.The evaluation term for Trials and Betas shall be 30 days unless otherwise
<br /> designated by Trimble in writing. Free Versions and Trials and Betas are optional,and Trimble may cease making available such Offerings at any
<br /> time for any reason.Trials and Betas may be inoperable,Incomplete,or include features that Trimble may never release,and their features and
<br /> performance information are Trimble's Confidential Information. In the event Customer has purchased Services related to any Free Version or
<br /> Trial and Beta,any unused Services upon any termination or expiration of the applicable term forthe Free Version or Trial and Beta shall be forfeit.
<br /> Notwithstanding anything else in the Agreement:(a)Trimble has no obligation to retain Customer Data used with Free Versions and Trials and
<br /> Betas;(b)Trimble provides the Free Versions and Trial and Betas"AS-IS"with no warranty,indemnity,service levels,or support;(c)Trimble's
<br /> liability for Free Versions and Trials and Betas will not exceed US$50,and(d)either party may terminate access to a Free Version or Trial and
<br /> Beta,for any reason or no reason,immediately upon written notice to the other party.
<br /> 2.5 Educational Versions.For any version of the Offerings designated as"educational,"or a similar term,Customer may use the Offerings solely
<br /> foreducational purposes-e.g.,by an instructorora student at an educational institution and while engaged in educational work.Such educational
<br /> versions may not be used(a) by any other person;(b) by any educational institution for any non-educational purposes;or(c)for any for-profit
<br /> purpose,including professional work or training offered for a fee,or by commercial entities.
<br /> 2.6 Dellverv.Offerings and License Keys,if any,will be delivered by electronic means unless otherwise specified on the applicable Order.Delivery
<br /> is deemed to occur on the date on which the Offering and License Key,if any,are first made available to Customer.
<br /> 2.7 Software Activation and Metering;Audits.
<br /> (a) Offerings may gather and transmit to Trimble license usage, compliance, and activation data. Customer will not disable, modify, or
<br /> interfere with the operation of any such functionality of the Offerings. Trimble may use the foregoing information to validate the
<br /> authenticity of Authorized Users,to confirm Customer's compliance with the Agreement,to register the Offerings, to monitor and
<br /> validate compliance with Usage Limitations,for license metering,and to protect Trimble against unlicensed or illegal use of the Offerings.
<br /> (b) Upon Trimble's written request,Customer shall certify in writing that its use of the Offerings is in full compliance with the Agreement
<br /> (inc)uding any Usage Limitations). In addition to the other license compliance monitoring rights in the Agreement, Trimble, or its
<br /> authorized representative,may,upon prior reasonable notice of at least ten(10)days,inspect and audit Customer's records and use of
<br /> the Offerings to confirm Customer's compliance with the Agreement.All such inspections and audits will be conducted during regular
<br /> business hours and in a manner that does not unreasonably interfere with Customer's business activities.Customer is responsible.for
<br /> such audit costs only in the event the audit reveals that the use is not in accordance with the Usage Limitations or other licensed scope
<br /> of use and for unpaid fees.Customer shall promptly pay all unpaid fees.
<br /> 3.Data Usage and Ownership.
<br /> 3.1 Ownership. Except for Trimble's limited rights set forth in the Agreement,as between the parties,Customer retains all Intellectual Property
<br /> Rights in Customer Data.Trimble owns all Intellectual Property Rights In Anonymized Data and Usage Data.
<br /> 3.2.Limited Usage Rights.Customer hereby grants to Trimble and its Affiliates the non-exclusive,worldwide,irrevocable,royalty-free right:(i)to
<br /> use Customer Data during the Term to provide the Offerings,Support,and Services to Customer;(€€)to create Anonymized Data,(111)to use and
<br /> disclose Customer Data as otherwise permitted pursuant to the Agreement or any written consent or Instructions of Customer;and,(iv)subject
<br /> to Trimble's confidentiality obligations in Section 9(Confidentiality) of the General Terms and all applicable Data Protection Legislation,to use
<br /> Customer Data in perpetuityto develop,maintain,and improve the products,software,and services of Trimble or its Affiliates,including,without
<br /> limitation,analytics,model training,and machine learning.
<br /> 3.3 Access.Customer will not have access to Customer Data after termination or expiration of the Term,unless otherwise indicated in the
<br /> Order,Supplemental Terms,or the Documentation,or the parties agree otherwise in writing.
<br /> 3.4 Confidentiality.In the event of any conflict between the terms of Section 9(Confidentiality)of the General Terms and this Section 3(Data
<br /> Usage and Ownership),the terms of this Section 3(Data Usage and Ownership)will control.
<br /> 4.Customer Obligations.
<br /> 4.1 Dependencies and Compatibilities. If Customer enables Dependencies or Compatibilities with an Offering,Trimble may access and exchange
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