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5.1. High Risk Activities.Customer will not use the Offerings for High Risk Activities.Customer acknowledges that the Offerings
<br /> are not intended to meet any legal obligations for High Risk Activities. Trimble and its suppliers specifically disclaim any
<br /> responsibility for,and will not be liable in any manner arising from, any use of the Offerings in connection with High Risk
<br /> Activities.
<br /> s.2. Compliance with Laws.Customer shall comply with all Laws in connection with its use or receipt of the Offerings.
<br /> 5.3. Dependencies and Compatibilities.
<br /> (a)Offerings may (1) require certain dependencies, including, without limitation, �internet connection, electronic
<br /> communications,hardware,data connections,operating systems,third-party products and services,other Trimble products
<br /> and services, satellite signals,etc. (collectively, "Dependencies"), and (ii)allow compatibility and/or interoperability with
<br /> other products or services made available by Trimble,Customer,or a third party(collectively,"Compatibilities").
<br /> (b)Dependencies and Compatibilities may require payment of a separate fee and are governed by their respective terms of
<br /> service,end user license agreement, or other agreement, and not by the Agreement. Unless otherwise expressly agreed
<br /> upon by the parties in writing,Customer Is responsible for all Dependencies and Compatibilities.Trimble may modify the
<br /> Offerings from time to time,and Trimble does not guarantee that the Offerings will continue to operate or be compatible
<br /> with any Dependencies or Compatibilities.Trimble makes no warranty or guarantee,and will have no liability or obligations
<br /> underthe Agreement,with respect to any Dependencies,Compatibilities,or other factors outside of Trimble's control.
<br /> (c)Customer represents and warrants that it shall,and shall use best efforts to require any provider of any Dependencies and
<br /> Compatibilities to; (i) establish and maintain industry standard technical, organizational, physical, and administrative
<br /> safeguards designed to ensure the security and integrity of the Offerings; and (ii) comply with the security controls,
<br /> configuration requirements,and access limitations imposed by Trimble,as may be modified by Trimble from time to time.
<br /> 6.WARRANTY DISCLAIMERS.THE LIMITED WARRANTY TERMS, IF ANY,EXPRESSLY SET FORTH IN ANY APPLICABLE SUPPLEMENTAL TERMS ARE
<br /> IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON TRIMBILE'S PART ARISING OUT OF,OR IN CONNECTION WITH,THE OFFERINGS,AT ANY
<br /> TIME EITHER DURING OR AFTER EXPIRATION OF THE APPLICABLE WARRANTY,AND STATE TRIMBLE'S ENTIRE LIABILITY AND CUSTOMER'S
<br /> EXCLUSIVE REMEDIES RELATING TO THEM. EXCEPT FOR ANY LIMITED WARRANTY TERMS EXPRESSLY PROVIDED IN ANY APPLICABLE
<br /> SUPPLEMENTAL TERMS,THE OFFERINGS ARE PROVIDED"AS-IS"AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY
<br /> KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
<br /> PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT. SUPPLEMENTAL TERMS MAY HAVE ADDITIONAL
<br /> DISCLAIMERS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY,SO
<br /> THE ABOVE LIMITATION(S)MAY NOT APPLY OR FULLY APPLY TO CUSTOMER,
<br /> 7.Limitations of Liability.
<br /> 7.1. Waiver;Liability Cap.
<br /> (a)EXCEPT FOR EXCLUDED CLAIMS, (1) NEITHER PARTY(OR ITS SUPPLIERS)SHALL BE LIABLE FOR DAMAGES FOR LOSS OF
<br /> PROFIT OR REVENUE, DATA THAT IS LOST OR CORRUPTED, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
<br /> BUSINESS, LOSS OF GOODWILL, OR ANY SPECIAL, INCIDENTAL, RELIANCE, INDIRECT, PUNITIVE, OR CONSEQUENTIAL
<br /> DAMAGES OF ANY KIND; AND (11) EACH PARTY'S (AND EACH OF ITS SUPPLIER'S) ENTIRE LIABILITY FOR ANY AND ALL
<br /> DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR
<br /> PAYABLE BY CUSTOMER TO TRIMBLE DURING THE PRIOR 12 MONTHS UNDER THE AGREEMENT FOR THE APPLICABLE
<br /> OFFERING(S)GIVING RISE TO THE LIABILITY.
<br /> (b)"EXCLUDED CLAIMS"MEANS(i)CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE AGREEMENT,(11)DAMAGES PAYABLE
<br /> TO ATHIRD PARTY(I.E.,NOT AN INDEMNIFIED PARTY)EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR
<br /> INCLUDED IN A SETTLEMENT AGREED TO BY THE INDEMNIFYING PARTY,WHICH DAMAGES ARE SUBJECT TO A PARTY'S
<br /> INDEMNIFICATION OBLIGATIONS IN SECTION 8 (INDEMNIFICATION), AND (III) ANY ADDITIONAL "EXCLUDED CLAIMS"
<br /> EXPRESSLY IDENTIFIED IN ANY APPLICABLE SUPPLEMENTAL TERMS.
<br /> (c)THE ABOVE LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW,EVEN IF
<br /> SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH
<br /> DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN BREACH OF ANY ONE OR MORE
<br /> WARRANTIES, NON-CONFORMITY, IN CONTRACT,TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY
<br /> DUTY,OR OTHERWISE.
<br /> (d)SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT
<br /> MISREPRESENTATIONS, CERTAIN INTENTIONAL OR NEGLIGENT ACTS, VIOLATION OF SPECIFIC STATUTES, OR THE
<br /> LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES.IN SUCH AN EVENT,THE FOREGOING LIMITATION(S)WILL
<br /> NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
<br /> 7.2. Nature of Claims and Failure of Essential Purpose.The waivers and limitations in this Section 7(Limitations of Liability)are
<br /> agreed-upon allocations of risk constituting in part the consideration for Trimble's performance under the Agreement,and
<br /> will survive and apply even if any limited remedy in the Agreement fails of its essential purpose.
<br /> &.Indemnification.Customer will defend,indemnify,and hold harmless Trimble from and against any and all third-party claims,costs,damages,
<br /> losses,liabilities and expenses(including reasonable attorneys'fees and costs)arising out of or in connection with(a)use or modification
<br /> of any Offerings in breach of the Agreement,or in any manner not authorized by the Agreement or(b)Customer's violation of Laws or
<br /> the rights of a third party.Trimble will give Customer prompt written notice of any claim hereunder and will cooperate in relation to the
<br /> claim at Customer's expense.Customer will have the exclusive right to control and settle any claim,exceptthat Customer may not settle
<br /> a claim without TrimbWs prior written consent(not to be unreasonably withheld)if the settlement requires Trimble to admit any liability
<br /> or take any action or refrain from takingany action(otherthan ceasing use of infringing materials).Trimble may participate in the defense
<br /> of any claim at its expense.
<br /> 9.Confidentiality.
<br /> 9.1. Definition. "Confidential Information" means information disclosed to the receiving party under the Agreement that is
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