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Addendum HS
<br /> Supplemental Terms for Services
<br /> (Training,e-learning content,implementation,configuration,and other services)
<br /> Version 1.0(Last Updated:April 3,2023)
<br /> Capitalized terms not defined herein have the meanings given in the General Terms.
<br /> 1.Generally.Trimble or its authorized service providers will use commercially reasonable efforts to provide Services to
<br /> Customer as described in an Order or SOW.Any changes in scope must be made in writing and approved by authorized
<br /> representatives of Customer and Trimble.
<br /> 2.Training and E-Learning.For any Services consisting of delivery of training or e-learning(e.g.,videos,manuals,etc.),any
<br /> content made available by Trimble shall not be deemed a Deliverable(as defined below),notwithstanding anything in
<br /> an Order or SOW to the contrary, and no Intellectual Property Rights therein are assigned or transferred to the
<br /> Customer. Unless an Order or Documentation states otherwise, prepaid training and e-learning content will expire if
<br /> not completed within six months from the effective date of the Order or SOW.Trimble reserves the right to reschedule
<br /> training if it determines in good faith that attendance is not sufficient or the originally scheduled time or location are
<br /> no longer feasible.If the Order states a date that Services must be completed by,such date is presented for illustrative
<br /> purposes.The actual completion date for such Services will be provided on the invoice.
<br /> 3.Customer Materials. Customer shall provide Trimble with reasonable access to Customer's technical data, computer
<br /> programs, files, documentation, and/or other materials (collectively, "Customer Materials") and to Customer's
<br /> resources,personnel,equipment,and facilities to the extent necessary for the performance of Services.Client will be
<br /> responsible for,and assumes the risk of any problems resulting from the content,accuracy,completeness,competence,
<br /> or consistency of Customer Materials or its personnel. To the extent that Customer does not timely provide the
<br /> foregoing access required for Trimble to perform the Services,Trimble shall be excused from performance until such
<br /> items or access are provided. Customer hereby grants Trimble a limited and revocable right to use the Customer
<br /> Materials forthe purpose of performing the Services.Customer owns and will retain ownership(including all intellectual
<br /> property rights)in the Customer Materials.
<br /> 4.Customer Premises.Customer shall provide Trimble with safe access to Customer's premises as reasonably required for
<br /> Trimble to perform the Services, if onsite performance of Services Is needed and agreed to by Customer. Trimble
<br /> personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises,
<br /> provided that such written rules and regulations are provided to Trimble prior to commencement of the Services.
<br /> S.Customer Dependencies.Customer is responsible for taking all actions identified or described in the Agreement which
<br /> are a condition for Trimble to provide Services.Should Customer's failure to take such actions result in a delay ofTrimble
<br /> against a delivery schedule,or result in additional provable costs incurred by Trimble,Trimble shall not be considered
<br /> to be delayed in its obligations,and Trimble shall be entitled to payment ofsuch additional costs.
<br /> 6.Deliverables. "Deliverable(s)"shall mean any Trimble deliverables as expressly set forth on a SOW or Order.Trimble
<br /> hereby grants Customer a worldwide,royalty-free,non-exclusive license to use the Deliverables for its internal business
<br /> purposes in connection with the Offerings associated with such Deliverables and only for the period of time that
<br /> Customer hasownership or authorized use of such Offerings.Unless expressly stated otherwise in the applicable Order
<br /> or SOW,Trimble owns and will retain ownership(including all intellectual property rights)in and to the Deliverables
<br /> (excluding any Customer Materials)and any modifications,improvements,and derivative works thereof(including to
<br /> the extent incorporating any Feedback).If the parties have agreed that Trimble will assign ownership of Deliverables to
<br /> Customer,the relevant SOW must set forth the terms and conditions regardingsuch assignment.
<br /> 7.Limited Warranty. Trimble will perform Services in a professional and workmanlike manner. If notified of a non-
<br /> conformity within ten(10)days of delivery of the applicable Services,and if Customer provides a sufficiently detailed
<br /> justification to Trimble to allow Trimble to Identify the non-conforming Services,Trimble will,as its sole liability and
<br /> obligation for failure to provide Services meeting this warranty,either(a)re-perform the non-conforming Services at
<br /> no additional cost to Customer,or(b)Issue a credit for any Services which Trimble Identifies as non-conforming.
<br /> 8.Travel Expenses.Trimble will invoice Customer for reasonable and pre-approved out-of-pocket travel expenses incurred
<br /> in connection with performing Services.Expenses may be invoiced separately from fees and may include,but are not
<br /> limited to, airfare and other transportation, lodging,and incidentals.Expenses may also include meals reimbursable
<br /> per a flat per diem rate,available upon request.
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