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(d)processes,methods,algorithms,Ideas,and other"know how,"
<br /> (e)data and information provided or sourced by Trimble,
<br /> (f) Offerings which Customer has the right to use via a subscription,and
<br /> (g)network equipment and architecture.
<br /> 2.Orders;Validity.An Order is valid for acceptance by Customer within the period indicated in the Order and if no such period is provided,for
<br /> thirty(30)calendar days from the issue date.The Agreement is formed by Customer's execution of the Order.Changes to an Order or
<br /> belated acceptance by Customer are not valid unless Trimble accepts them in writing,and Trimble's partial or complete delivery against
<br /> an Order modified by Customer, or acceptance of payment,shall not be deemed to be an acceptance of the modification.Orders that
<br /> Customer has accepted cannot be canceled for any reason without Trimble's prior written consent. Notwithstanding anything to the
<br /> contrary, while Customer may issue a purchase order or similar document for administrative purposes, no provisions of Customer's
<br /> purchase orders, invoices,associated purchase documentation, or other business forms will apply to, modify,supersede or otherwise
<br /> alter the terms of this Agreement or Customer's payment obligations thereunder,and any such provisions will be of no force or effect.
<br /> 3.Payment Terms;Invoicing
<br /> 3.1. Fees are as set forth In the Order or SOW.Fees do not include applicable sales taxes,value added taxes,goods and services
<br /> taxes, export or import charges, transportation or insurance charges, customs and duty fees, personal property taxes,
<br /> surcharges and fees,or similar charges,all of which are Customer's responsibility to pay.Unless Customer provides Trimble
<br /> with direct payment authority or a valid exemption certificate for the appropriate jurisdiction,Customer will pay Trimble all
<br /> such taxes,charges,and fees invoiced by Trimble in connection with the Offerings.Customer will pay any foreign exchange
<br /> transaction fees and any foreign exchange profits or losses incurred on such transactions.
<br /> 3.2. Trimble will issue invoices in accordance with the billing frequency stated in the Order or SOW.Customer consents to the
<br /> receipt of invoices electronically at the email address(es) It provided to Trimble for billing purposes, and accepts such
<br /> invoices as if received by mail, Customer is responsible for maintaining current email address(es)with Trimble.Trimble's
<br /> transmission of an Invoice to the provided billing email address(es)(regardless of whether actually received by Customer)
<br /> shall be considered delivery of that invoice by Trimble.Trimble's failure to issue an invoice in accordance with this Section 3
<br /> (Payment Terms;Invoicing)shall not be deemed to be a waiver by Trimble of its right to receive payment pursuant to the
<br /> Agreement,but Customer shall not be obligated to make such payment until an invoice for such payment is issued by Trimble
<br /> to Customer.
<br /> 3.3. Unless otherwise set forth In the Order or SOW,payments are due net 30 days from the date of invoice.Customer will make
<br /> payment in the currency indicated on the Order or SOW.Trimble is entitled to offset payments against prior debt balances
<br /> in Customer's account.Subject to any Laws to the contrary or as otherwise expressly stated in the Agreement,payments are
<br /> not refundable. No credit, carryover, or refund will be given for any unused Offerings (e.g., services hours, data usage)
<br /> allocated or available for use during an indicated period of time.
<br /> 3.4. Delinquent payments not subject to a bona fide dispute will bear interest at the lesser of 1.5%per month or the maximum
<br /> rate permitted by applicable Law. If Customer does not object in writing to an Invoiced amount by the invoice due date,
<br /> Customer will be deemed to have acknowledged the correctness of that invoice and to have waived its right to dispute that
<br /> Invoice.A dispute as to a portion of any invoice or amount owed will give Customer the right to withhold or delay payment
<br /> of the disputed portion only.Customer will be liable for all costs of collection of past due amounts (including attorneys'
<br /> fees).
<br /> 3.5. Trimble may suspend Customer's access to or Trimble's provision of Offerings,as applicable,on five(5)business days prior
<br /> notice if Customer fails to timely pay any invoice not subject to a bona fide payment dispute or fails to use diligent good
<br /> faith efforts to resolve a bona fide payment dispute(unless cured during the notice period).
<br /> 3.6. For any breach of Customer's payment obligations under any Order(s),Trimble may,without limiting Trimble's other rights
<br /> and remedies,declare Customer's unbilled future fees under any and all Orders immediately due and payable.
<br /> 3.7. Trimble has the continuing right to review Customer's credit and, if reasonably determined necessary by Trimble,change
<br /> Customer's payment terms,and may at anytime demand advance payment,satisfactory security(such as,but not limited
<br /> to,a confirmed,irrevocable letter of credit acceptable to Trimble),or a guarantee of prompt payment prior to shipment or
<br /> service activation.
<br /> 3.8. Offerings purchased or licensed under Trimble's United States General Services Administration ("GSA") Schedules are
<br /> subject to all of the pricing and other terms and conditions described in the applicable GSA Schedule.
<br /> 4.Term and Termination
<br /> 4.1. Term.The term and any renewals thereof applicable for an Offering(collectively,the"Term(s)")shall be as set forth in the
<br /> Order,SOW,or Supplemental Terms.Different Offerings may have different Terms.
<br /> 4.2. Termination. Either party may terminate the Agreement if the other party (a) fails to cure a material breach of the
<br /> Agreement (including a failure to pay fees), or falls to provide a written plan of cure reasonably acceptable to the non-
<br /> breaching party,within thirty(30)days after the non-breaching party's receipt of written notice specifying such breach or
<br /> failure,(b)becomes designated by an applicable governmental entity as a business with which a party is prohibited from
<br /> doing business with (e.g.,via governmental sanctions program), or(c) seeks protection under insolvency or comparable
<br /> proceeding,or If such proceedings are instituted against that party and not dismissed within sixty(60)days.
<br /> 4.3. Survival.These Sections survive expiration or termination of the Agreement:1(Definitions),3(Payment Terms;Invoicing),
<br /> 4.3 (Survival), 6 (Warranty Disclaimers), 7 (Limitations of Liability), 8 (indemnification), 9 (Confidentiality), 11 (Personal
<br /> Information; Data Protection), 12 (Miscellaneous), any other provisions Identified in any applicable Supplemental Terms
<br /> referencing this provision, and any other term or provision in the Agreement that applies to events occurring following
<br /> termination or expiration. Except where an exclusive remedy is provided, exercising a remedy under the Agreement,
<br /> including termination,does not limit other remedies a party may have.
<br /> 5. Customer Obligations
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