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Addendum#2
<br /> Trimble General Transaction Terms
<br /> Version 1.2(Last updated:May 1,20241
<br /> Trimble's provision of Offerings Is governed exclusively by these Trimble General Transaction Terms(the"General Terms"),The Order,the SOW,
<br /> these General Terms, any applicable Supplemental Terms,and all other terms referenced or incorporated therein,collectively constitute the
<br /> "Agreement". Any conflict or inconsistency in the Agreement will be resolved in the following order of precedence: (1) the Order, (2) any
<br /> applicable Supplemental Terms,(3)these General Terms,(4)the SOW,and(5)the Documentation.
<br /> 1.Definitions.Capitalized terms have the meaning associated with them in this Section 1(Definitions)orwith the definition provided elsewhere
<br /> In the Agreement.
<br /> 1.1. "Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or controlled by or is under common
<br /> ownership or control with a party,where"ownership" means the direct or Indirect ownership of more than fifty percent
<br /> (50%)of an entity's outstanding voting rights or other equivalent voting interests.
<br /> 1.2. "Customer"Is the entity or person identified in the Order or SOW.
<br /> 1.3. "Dispute(s)"means any dispute,claim,or controversy arising from or related to the Agreement.
<br /> 1.4. "Documentation" means Trimble's then-current usage guidelines, standard technical documentation, acceptable use
<br /> policies,support policies,service level commitments,or other policies referenced in the Agreement.
<br /> I.S. "Hardware"means hardware products specified in the Order,
<br /> 1.6. "High Risk Activities"means any mission critical,hazardous,strict liability,or other activity(ies)where use or failure of the
<br /> Offerings could lead to death,personal injury,or physical or environmental damage.Examples of High Risk Activities include,
<br /> but are not limited to: aircraft or other modes of human mass transportation,nuclear or chemical facilities, life support
<br /> systems,implantable medical equipment, motor vehicles,autonomous vehicles,air traffic control, emergency services,or
<br /> weaponry systems. High Risk Activities do not include utilization of Offerings for administrative purposes, to store
<br /> configuration data,engineering and/or configuration tools,orother non-control applications,the failure of which would not
<br /> result in death,personal injury,or physical or environmental damage.These non-controlling applications may communicate
<br /> with the applications that perform the control,but must not be directly or indirectly responsible for the control function.
<br /> 1.7. "Intellectual Property Rights" means any and all right, title and interest in and to any and all trade secrets, patents,
<br /> copyrights,service marks,trademarks, know-how,trade names,rights in trade dress and packaging,moral rights,rights of
<br /> privacy, publicity, database rights and similar rights of any type, including any applications, continuations or other
<br /> registrations with respect to any of the foregoing,under the laws or regulations of any foreign or domestic governmental,
<br /> regulatory or judicial authority,and the right to sue for,settle and release past,present and future infringement of any of
<br /> the foregoing.
<br /> I.S. "Law(s)"means all applicable local,state/provincial,federal and international laws,rules,regulations,directives,ordinances
<br /> and conventions,including,but not limited to,those related to data privacy and data transfer,international communications
<br /> and export of technical or personal data,
<br /> 1.9. "Licensed Software" means the object code form of Trimble's proprietary installed software product for deployment on
<br /> premises or on a device,as well as any Documentation,maintenance releases,and features and functionality enhancements,
<br /> and application programming interfaces(APIs),in each case as as may be made available pursuant to the Order.For clarity,
<br /> Licensed Software excludes firmware.
<br /> 1.10. "Offerings" means Trimble's Hardware, Software,Services,Support, and other Trimble goods or services specified on an
<br /> Order or SOW.
<br /> 1.11. "Order" means the quotation, proposal, sales agreement or similar documents provided by Trimble and accepted by
<br /> Customer.
<br /> 1.12. "Services" means any services described in the Order or a Statement of Work, including, without limitation, training,
<br /> enablement,implementation,configuration,hosting,or content provision.
<br /> 2.13. "Software"means the Licensed Software and/or Software-as-a-Service specified on an Order.
<br /> 1.14. "Software-as-a-Service"or"SaaS"means a Trimble proprietary cloud service,as well as any Documentation,features and
<br /> functionality enhancements, and application programming interfaces,In each case as may be made available pursuant to
<br /> the Order.
<br /> 1.15. "Statement of Work"or"SOW"means a statement of work or similar agreement governingthe provision of Services.
<br /> 1.16. "Supplemental Terms"are any additional Trimble terms and conditions referenced in the Order as"Supplemental Terms.
<br /> 1.17. "Support"means support and/or maintenance for Software,and as may be further described in the applicable Supplemental
<br /> Terms,Documentation,or otherwise as specified by Trimble in writing.
<br /> 1.18. "Trimble"means Trimble Inc.or its Affiliate identified on the Order or SOW,or if none is specified,as set forth in Exhibit A
<br /> (Trimble Entities;Governing Law;Exclusive Venue/Jurisdiction)based on the applicable Customer location.
<br /> 1.19. "Trimble IP" means the Offerings, Documentation, and any written and electronic materials, proprietary information,
<br /> documentation, code,technology,systems, infrastructure,equipment, and trade secrets developed,provided or used by
<br /> Trimble or its subcontractors to produce and provide the Offerings together with all Intellectual Property Rights therein,
<br /> together with all modifications,improvements,changes thereto or derivative works thereof,including without limitation:
<br /> (a)proprietary electronic architecture and other non-literal elements of the Offerings developed by Trimble,
<br /> (b)functional and technical specifications and other technical,training,reference or service information,documentation and
<br /> manuals and updates thereto,
<br /> (c)APIs,customized applications and computer programs,
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