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Customer Data with the Dependencies or Compatibilities on Customer's behalf.Trimble will have no liability or obligations under the Agreement
<br /> with respect to how any Dependencies or Compatibilities uses or processes Customer Data.If Trimble hosts any Dependency or Compatibilities at
<br /> Customer's request,Customer represents and warrants to Trimble that Customer has all rights necessary.Trimble may charge additional fees for
<br /> such hosting services.
<br /> 4.2 No Prohibited Data.Customerwill not use the Offerings with Prohibited Data.Customer acknowledges that the Offerings are not intended to
<br /> meet any legal obligations forthese uses,including HIPAA requirements,and that Trimble is not a Business Associate as defined under HIPAA.
<br /> 4.3 Customer Data.Customer is responsible for its Customer Data,including its content,accuracy,and compliance with Laws.Customer represents
<br /> and warrants that it has made all disclosures and has all rights,consents,and permissions necessary to use its Customer Data with the Offerings
<br /> and grant Trimble the rights in Section 3(Data Use and Ownership),all without violating or infringing Laws,third-party rights(including intellectual
<br /> property,publicity,or privacy rights),or any terms or privacy policies that apply to its Customer Data.if Customer utilizes data fields available in
<br /> the Offerings to store data not required for the normal use and operation of the Offerings for their intended purpose, Customer agrees that
<br /> Trimble is not responsible for,and will not be liable in any manner for such data,and Customer assumes all risks associated with,and agrees to
<br /> hold Trimble harmless from and againstany and all claims,losses,damages,liabilities,and expenses(including reasonable attorneys'fees)related
<br /> to or arising from,Customer's use of data fields to store such data.
<br /> 4.4 Excluded Claims.In addition to the Excluded Claims stated Section 7(Limitation of Liability)in the General Terms,the following shall also be
<br /> Excluded Claims for purposes of the Agreement: Section 10 (Indemnification) of these Software Terms and any breaches of Sections 2.3
<br /> (Restrictions)or Section 4(Customer Obligations)of these Software Terms.
<br /> 4.5 License Compliance. Customer shall promptly notify Trimble if Customer become aware of (i) any breach of confidentiality obligations
<br /> regarding the Offerings,or(ii)any infringement(whether actual or alleged)of Trimble's intellectual property rights in the Offerings, or(ili)any
<br /> unauthorized use of the Offerings by any person,and provide reasonable assistance to Trimble in connection with any suit or proceeding relating
<br /> to such events.
<br /> 4.6.Usage Limitations.Customer will comply with all Usage Limitations.If Customer exceeds the Usage Limitations during the Term,Trimble may
<br /> invoice Customer for the use that exceeded the applicable Usage Limitations at Trimble's then-current list price, and Customer shall pay in
<br /> accordance with the Agreement.The parties may also agree on a Usage Limitation adjustment,in which case Customer must sign a new Order
<br /> and paythe applicable fees.
<br /> 4.7 Fee Criteria.If the Orderstates Software is made available based on GAR,Project Budget,Total Project Value,population,specific-department
<br /> usage,Affiliate-11 m itatl ons,or similar criteria(any such criteria,the"Fee Criteria"),the fees for that Software are calculated based on that Fee
<br /> Criteria as of the date of Order issuance by Trimble.Unless otherwise provided the Order,if the Fee Criteria increases by more than 10%during
<br /> the Subscription Term,(i)Customer shall promptly notify Trimble in writing,(ii)Trimble has the right to adjust such fees based on changes in the
<br /> Fee Criteria and its then-current list price for that Software(including on a prorated basis for the current term),and(iii)Customer shall pay any
<br /> applicable additional fees upon receipt of the invoice in accordance with the Agreement.At the request of Trimble,Customerwill promptly provide
<br /> documentation satisfactory to Trimble evidencing Customer's then-applicable Fee Criteria.
<br /> 5.5uspension of Access.Trimble may suspend Customer's access to an Offering,without liability,and in whole or in part,if(a)Customer breaches
<br /> any Usage Limitations,Sections 2.2(Authorized Users),2.3(Restrictions),4(Customer Obligations) or 6.2(Offering Content);(b)Customer's
<br /> account is five(5)business days or more overdue;or(c)immediately if Customer or any of its Authorized Users'acts or omissions threaten the
<br /> integrity, availability, or security of the Offerings or Trimble's systems, products, or infrastructure (provided Trimble will use commercially
<br /> reasonable efforts to provide Customer with advance notice of such suspension where Trimble determines exigent circumstances do not exist).
<br /> Trimble will lift such suspension once the related issue or failure is cured to Trimble's reasonable satisfaction.Fees will continue to apply during
<br /> the suspension period.Customer may be prohibited from entering new Customer Data or processing or accessing existing Customer Data and
<br /> data reports during the suspension period. If Customer attempts to access or manipulate Customer Data utilizing third-party software during
<br /> suspension,Trimble disclaims and Customer holds Trimble harmless from any responsibility or liability relatingto lost or altered Customer Data
<br /> or related damages.
<br /> 6..Certain Features.The following provisions apply to the extent applicable to the Offerings.
<br /> 6.1Third-Party Materials.The Offerings may provide.Customer with access to Third-Party Materials.Third-Party Materials are not part of the
<br /> Offerings.To the extent specified by Trimble(including In any Supplemental Terms or Documentation),use of the Third-Party Materials may be
<br /> subject to additional terms or restrictions('Third-Party Terms").Customer is solely responsible for Its compliance with any Third-Party Terms,
<br /> and failure to comply with such terms may result in termination of Customer's right to access any features of the Offerings that utilize such Third-
<br /> Party Materials.If no Third-Party Terms are specified,Customer may use Third-Party Materials solely In support of Customer's authorized use of
<br /> the Offerings In accordance with the Agreement.
<br /> 6.2Offering Content. "Offering Content" shall be any Trimble IP or Third-Party Materials made available as data or information through the
<br /> Offering,whether included as part of the Offering or as a separate subscription.Any Offering Content that is Trimble IP will be deemed part of the
<br /> Offering.Any Offering Content that Is Third-Party Materials shall be subject to any applicable Third-Party Terms. If no Third-Party Terms apply,
<br /> then unless otherwise authorized by Trimble in writing or the applicable Documentation,such Third-Party Materials,and any derivative thereof,
<br /> may only be used or accessed by an Authorized User.Third-Party Materials will be used solely for Customer's internal purposes during the Term
<br /> and must be accessed pursuanttoa manual Authorized User request.Customerwill not;(i)access,extract,or download any Third-Party Materials,
<br /> or portions thereof,in batch or en masse by any means;(li)use any device,software,or routine to bypass any hardware or software that prohlbits
<br /> volume requests for information;(111)sell,offer to sell,rent,sublicense,or transfer any copies of theThird-Party Materials,or portions thereof,to
<br /> a third party or allow a third party to use the Third-Party Materials;(iv)use the Third-Party Materials to develop services or products for sale or
<br /> include any portion of the Third-Party Materials in any product or service;(v)use any portion of the Third-Party Materialsto create a competitive
<br /> service,product,or technology;(vi)recreate the Third-Party Materials or create otherwise a separate database or other repository of Third-Party
<br /> Materlals;(vii)use Third-Party Materials to train,augment,or correct another database or information repository;(viii)unless other specified In
<br /> the Documentation,permit any individual other than an Authorized User to access or use the Offering Content and any derivative thereof,or(ix)
<br />
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