Trimble Marketplace Terms of Sale

Trimble Marketplace Terms of Sale

Version 1.0 (Last updated: October 22, 2026)

These Trimble Marketplace Terms of Sale (“Marketplace Terms”) govern Your Order, and by placing the Order, You indicate Your acceptance of these Marketplace Terms. If You are placing the Order on behalf of a company or other legal entity such as Your employer then You represent and warrant that You hold all rights, powers, and authority necessary to submit the Order and bind such entity to these Marketplace Terms. If You do not have such authority or do not agree with any provision of these Marketplace Terms, then do not place the Order.

If Your subscription to the Connected Solution is renewed or if applicable Your free trial for the Connected Solution is converted to a paid subscription, such renewal or conversion constitutes a new, independent Order that is governed by the then current pricing and Trimble Marketplace Terms of Sale (or such other terms as Trimble may publish under a different title that governs the Order). You are responsible for reviewing the terms and conditions prior to renewal or conversion as applicable. If You do not agree to the then current pricing and terms and conditions, then You should not allow Your subscription to renew or Your free trial to convert to a paid subscription.

1. Definitions.

1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with Trimble, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the direct or indirect ownership of more than fifty percent (50%) of an entity’s outstanding voting rights or other equivalent voting interests.

1.2 “Connected Solution” means the application, add-on, connector, integration, extension, service, or other solution You Ordered that has been developed or enabled by Developer to transmit, exchange, or use Your Data between a Trimble Offering and a Developer Offering.

1.3 “Order” means Your purchase of a subscription to the Connected Solution, renewal of a subscription to the Connected Solution, or Your use of a free trial of the Connected Solution, in each case from the Developer, which is facilitated through the Trimble Marketplace.

1.4 “Developer” means the third party individual or entity that listed the Connected Solution on the Trimble Marketplace that You Ordered.

1.5 “Developer Dispute” means, as between You and Developer, any dispute, claim, controversy, or cause of action arising out of or relating to the Connected Solution, including disputes regarding performance, non-performance, quality, availability, pricing, licensing scope, data handling, or breach of the Developer Terms.

1.6 “Developer Offering” means any proprietary software, cloud-based services, or other product, service, or solution that exchanges or uses Your Data through the Connected Solution, including: (a) offerings owned by the Developer; and (b) offerings owned by a third party in respect of which Developer has been granted a valid, current, and written authorization by that third party to engage in activities associated with the Connected Solution.

1.7 “Developer Terms” means the terms and conditions between You and the Developer that are presented through the Order process and that govern Your access to and use of the Connected Solution.

1.8 “Transaction Tax” means all applicable government-imposed taxes and fees imposed on an Order, including U.S. state and local sales or use taxes, value added taxes, goods and services taxes, and similar transaction taxes.

1.9 “Trimble” means (a) Trimble Inc. or its Affiliate identified on the Order; or (b) if none is specified, the Trimble entity identified in Section 13.1 (Governing Law and Venue) based on Your location.

1.10 “Trimble Marketplace” means Trimble’s proprietary online marketplace site that facilitates the Order, located at https://marketplace.trimble.com/ or any successor URL.

1.11 “Trimble Offering” means the Trimble proprietary software, cloud-based services, or other product, service, or solution used by the Developer in connection with the Connected Solution.

1.12 “You” or “Your” means the individual placing the Order, or if the Order is placed on behalf of a company or other legal entity, the entity on whose behalf the Order is placed.

1.13 “Your Data” means any information, documents, materials, or other data of Yours that is exchanged or used by the Connected Solution.

2. General. 

2.1 Overview. The Trimble Marketplace is a digital storefront where partners, customers, and other users may as applicable access, publish (i.e., list), sell, and purchase Connected Solutions. Some Connected Solutions can be accessed and used free of charge, while other Connected Solutions require payment of fees for subscriptions.

2.2 Not a Sale. Although terms such as “sale” and “purchase” are used throughout these Marketplace Terms, You are granted access to and use of the Connected Solution by the Developer on a free trial or paid subscription basis. The Connected Solution is not sold to You, and You do not acquire any ownership rights in any Connected Solution.

2.3 Reservation of Rights. Except for the rights explicitly granted to You in these Marketplace Terms and the Developer Terms, all right, title, and interest (including intellectual property rights) in and to the Connected Solution are reserved and retained by the Developer and its licensors.

3. Your Relationship with Developers.

3.1 Developer Terms. Without limiting the disclaimers, restrictions, or other provisions in these Marketplace Terms, Your access to and use of the Connected Solution is subject to the Developer Terms, a contract solely between You and the Developer. You cannot use the Connected Solution if You do not agree to the Developer Terms. Developer Terms do not modify these Marketplace Terms.

3.2  Developer Responsibility. Developer is solely responsible for the Connected Solution including for: (a) any data, content, functionality, or services provided through or in connection with the Connected Solution; (b) the installation, usefulness, security, reliability, performance, completeness, quality, and availability of the Connected Solution; (c) any maintenance and support services for the Connected Solution, as specified in the Developer Terms or as required by applicable law; (d) any warranties for the Connected Solution whether express or implied by law to the extent not disclaimed in the Developer Terms and any claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty; and (e) the investigation, defense, settlement, and discharge of any liabilities, losses, or claims by You or any third party in any way related to the Connected Solution, including for product liability, property damage, personal injury or death, noncompliance with applicable law, rule or regulation, and infringement or misappropriation of third party intellectual property rights or other rights.

3.3 Your Data. When You access and use the Connected Solution, You authorize Developers to access and use Your Data. This may include transmitting, transferring, modifying, or deleting such data, or storing such data on Developer or third party systems. Developer’s use of Your Data is subject to the Developer Terms. Developer is solely responsible for (a) any access, use, transfer, or security of Your Data and for the security and privacy practices of Developer and the Connected Solutions; and (b) any notices and consents required to be provided to or obtained from end users regarding data collection, use, or storage by the Connected Solution under applicable privacy/data protection laws.

3.4 Developer Disputes. Any Developer Dispute is a matter solely between You and the Developer. Trimble is not a party to any Developer Dispute and has no obligation to investigate, mediate, arbitrate, or resolve any Developer Dispute or issue any refund in connection with a Developer Dispute.

4. Terms of Sale.

4.1 Payment for Orders. Developer is the seller or licensor of the Connected Solution, and Trimble acts as Developer’s facilitator for purposes of processing the Order and collecting payment on behalf of Developer. To complete the Order, You must pay Trimble the subscription price plus Transaction Tax indicated at the time of the Order. You authorize Trimble and/or its third-party payment processors to charge Your designated payment method for the applicable subscription price plus Transaction Tax. The Order is final upon confirmation unless otherwise specified in the then current Trimble refund policy. After Your Order is completed, Your access to and use of the Connected Solution is governed by the Developer Terms.

4.2 Automatic Renewals.

(a) Terms. Your subscription for the Connected Solution automatically renews for additional subscription terms of the same duration, unless You affirmatively opt out of such renewal before the renewal date. The renewal terms for Your subscription are described within the listing for the Connected Solution on the Trimble Marketplace or during the Order process. You can affirmatively opt out of autorenewal through Your Trimble Admin Console. (“TAC”). Trimble is not obligated to provide notice of an impending renewal beyond any notice expressly required by applicable rule, law, or regulation.

(b) Payment. You are responsible for maintaining accurate and valid payment information in Your TAC at all times. You authorize Trimble to store Your payment card information and to, on the renewal date, automatically charge the then current subscription price plus Transaction Tax.

(c) Payment Failure on Renewal. In the event Your payment card information is not current and results in a payment failure on renewal, Trimble will notify the Developer, and in addition to any other rights and remedies Trimble and the Developer may have, the Developer may terminate or suspend Your subscription for and/or access to and use of the Connected Solution.

(d) Price Changes. Developers can at any time increase prices for the subscription to the Connected Solution. Any prices that are increased during the term of Your subscription will not take effect until the beginning of the next renewal term. Prior to the next renewal term, Trimble, as payment collector for Developer, will provide notice of any such price increase. Your renewal of the subscription following any such price increase will constitute Your acceptance of the new price. If You do not agree to the then current price for Your subscription, then You should not allow Your subscription to the Connected Solution to renew.

4.3 Free Trials and Automatic Conversion. If You take part in a free trial for the Connected Solution, Your free trial will automatically convert to a paid subscription for the Connected Solution unless otherwise indicated during the Order process.

4.4 Transaction Tax.

(a) U.S. Transaction Tax. In the U.S. under applicable U.S. state or local law, Trimble may be considered a marketplace facilitator with respect to the Order. In those jurisdictions where Trimble has determined it is a marketplace facilitator, Trimble will collect U.S. state and local Transaction Tax from You and remit to the appropriate governmental authorities. If Trimble does not collect U.S. state and local Transaction Tax on the Order, You remain responsible for any U.S. state and local Transaction Tax. To claim an exemption from U.S. state and local Transaction Tax, You must provide Trimble with a valid and properly completed exemption certificate, resale certificate, direct pay permit or other exemption documentation required by applicable law. Upon request, you agree to provide any information to Trimble as may be reasonably required to determine whether Trimble is obligated to collect Transaction Tax from You.

(b)  Non-U.S. Transaction Tax. In non-U.S. countries under applicable Transaction Tax legislation, Trimble may be considered a deemed reseller with respect to the Order. In those jurisdictions where Trimble has determined it is a deemed reseller, Trimble will issue an invoice in its own name to You and charge any Transaction Tax on this invoice. If Trimble does not charge such Transaction Tax on the invoice, You remain responsible for any Transaction Tax. Upon request, You agree to provide any information (such as, but not limited to, VAT/GST IDs) to Trimble as may be reasonably required to determine whether Trimble is obligated to collect Transaction Tax from You, which may include information or documentation to demonstrate Your status as a business customer.

5. Availability and Changes. Trimble retains full discretion to at any time without notice expand, adjust, or withdraw any aspect of the Trimble Marketplace including but not limited to by adding or removing features and functionality, discontinuing access to any connected solution, or suspending or shutting down the Trimble Marketplace itself. Access to the Trimble Marketplace or any connected solution offered via the Trimble Marketplace is not guaranteed to be continuous, universal, or uniform. Connected solution availability may be confined to particular timeframes and what You are able to access may differ based on Your geographic location or the type of device You are using.

6. Data Collection.

6.1 Orders. In connection with the Order, Trimble provides the Developer with the information You provide in completing the Order, such as Your name, company name (if any), addresses (including e-mail address), and phone number. Any information that Trimble receives from the Developer on Your behalf is subject to the Trimble Privacy Notice.

6.2 Analytics and Usage Data. You authorize Trimble to collect and use technical data and related information (including technical information relating to Your device, system, and the Connected Solution). Trimble may use this information in a form that does not personally identify individuals to improve its products or to provide services or technology to You (including the Trimble Marketplace).

7. Term and Termination. These Marketplace Terms govern the Order from the time You submit the Order until the Order has been processed and, where applicable, payment has been collected. These Marketplace Terms and the Order once submitted are final and binding. You cannot terminate an Order or these Marketplace Terms (but You can opt out of autorenewal as described in Section 4.2 (Automatic Renewals)). These Marketplace Terms, in their entirety, remain enforceable against You even after the Order is completed.

8. Representations and Warranties. You (including anyone acting on Your behalf) represent and warrant that You (a) hold all rights, powers, and authority necessary to execute and be bound by these Marketplace Terms, to submit the Order, and to permit Developers to access and process Your Data as contemplated by Section 3.3 (Your Data), without breaching or conflicting with any other obligation or applicable law to which You are subject; (b) where You agree to these Marketplace Terms on behalf of an entity, You are duly authorized to commit that entity, and all references to "You" in these Marketplace Terms will apply to that entity; (c) all information supplied by You in connection with Your account and the Order is truthful, current, and not misleading, and will be kept so throughout Your use of the Connected Solution; and (d) Your Order and access to and use of the Connected Solution is all times for lawful purposes and in accordance with these Marketplace Terms and all applicable rules, laws, and regulations.

9. Indemnification. You will defend, indemnify, and hold harmless Trimble, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any third party actions, disputes, controversies, proceedings, claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees including reasonable attorney fees (each, a “Claim”) arising out of or relating to Your (a) breach or alleged breach of these Marketplace Terms or the Developer Terms; (b) access to or use of the Connected Solution in a manner that violates any applicable rules, laws, or regulations (including, without limitation, data protection and privacy laws, export control laws, anti-money laundering laws, and sanctions regimes); (c) decision to permit Developers to access, process, or use Your Data, including any claim from Developer’s handling of Your Data; and (d) fraudulent, intentionally harmful, reckless, or willfully illegal conduct related to Your use of the Trimble Marketplace or the Connected Solution. You have the exclusive right to control and settle any Claim, except that You may not settle any Claim without the prior written consent of Trimble and the applicable indemnified party, such consent not to be unreasonably withheld, if the settlement requires Trimble or the applicable indemnified party to admit any liability, pay any amounts, or take any action or refrain from taking any action (other than ceasing use of infringing materials). Trimble may participate in the defense of any Claim at its expense.

10. DISCLAIMERS. TRIMBLE AND ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, SUPPLIERS, RESELLERS, DISTRIBUTORS, AND VENDORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, OR CONDITIONS WITH RESPECT TO THE CONNECTED SOLUTION. ACCESS TO AND USE OF THE CONNECTED SOLUTION IS AT YOUR OWN RISK AND TRIMBLE PROVIDES IT ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE CONNECTED SOLUTION. TRIMBLE HAS NO LIABILITY OR RESPONSIBILITY FOR AND DOES NOT GUARANTEE THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, COMPLETENESS, USEFULNESS, QUALITY, OR DATA HANDLING OF THE DEVELOPER OR CONNECTED SOLUTION. CLOUD, COMPUTER, AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR WHICH MAY IMPACT THE AVAILABILITY OF THE CONNECTED SOLUTION. TRIMBLE DOES NOT GUARANTEE THE CONNECTED SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT YOUR DATA LOSS WILL NOT OCCUR. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, TRIMBLE EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT WITH RESPECT TO THE CONNECTED SOLUTION. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRIMBLE, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUPPLIERS, RESELLERS, DISTRIBUTORS, VENDORS, OR ASSIGNS (COLLECTIVELY, THE "TRIMBLE PARTIES") BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES, CLAIMS, ACTIONS, OR LOSSES ARISING OUT OF OR RELATING TO THESE MARKETPLACE TERMS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND WHETHER OR NOT ANY TRIMBLE PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF THE TRIMBLE PARTIES TO YOU FOR ALL CLAIMS, LOSSES, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE MARKETPLACE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, EXCEED THE GREATER OF (A) FIVE HUNDRED U.S. DOLLARS ($500.00) OR (B) THE TOTAL FEES PAID BY YOU TO TRIMBLE UNDER THESE MARKETPLACE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE NUMBER OF CLAIMS MADE OR THE NUMBER OF TRIMBLE PARTIES AGAINST WHICH CLAIMS ARE ASSERTED.

THESE LIMITATIONS WILL APPLY REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

12. Export Restrictions. You acknowledge that the Connected Solution is subject to export restrictions by the United States government and import restrictions by certain foreign governments. You will not, and will not allow any third party to, remove or export from the United States or allow the export or re-export of any part of the Connected Solution or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals or fifty percent (50%) or more owned or controlled, directly or indirectly, by any such individual or entity; (c) to any country to which the export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining a license or approval; or (d) otherwise in violation of any export or import restrictions, applicable local, state/provincial, federal, and international laws, rules, regulations, directives, ordinances, and conventions of the United States or foreign agency or authority. You warrant that You are not located in, under the control of, or a national or resident of any prohibited country or on any prohibited party list, and are not fifty percent (50%) or more owned or controlled, directly or indirectly, either individually or in the aggregate, by any such individual or entity  and shall notify the other in writing within five (5) business days upon becoming aware of any change in its ownership or control that would cause it or any such entity to appear on, or become subject to designation on, any Restricted Party List. The Connected Solution is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government. You will defend, indemnify, and hold Trimble harmless against any liability (including attorneys’ fees) arising out of Your failure to comply with the terms of this Section. Your obligations under this Section will survive the termination of these Marketplace Terms for any reason whatsoever.

13. Governing Law; Venue.

13.1 Governing Law and Venue. The sole and exclusive governing law, jurisdiction, and venue for the rights and obligations arising out of or relating to the Order, Connected Solution, and these Marketplace Terms including any dispute, claim, legal action, proceeding, or controversy (collectively, “Disputes”) is as set forth in the table below, in each case to the exclusion of all other courts and venues, and each party irrevocably consents to the foregoing sole and exclusive jurisdiction and venue; provided that Trimble may elect to bring action in courts with jurisdiction for Your location. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of laws provisions giving rise to a different result do not apply. Each party hereby waives, to the maximum extent permitted by applicable law, any objection, including any objection based on forum non conveniens, to the bringing of any proceeding in the jurisdiction.

* Your location is the billing address specified on the Order.
** Addresses for Trimble entities not listed shall be as set forth on the Order. See additional required notice address for Trimble in Section 14.6 (Notices).

13.2 Limitation on Disputes. No Dispute may be brought by either You or Trimble more than one (1) year after such Dispute accrued, except that an action for nonpayment may be brought within two (2) years after the due date.

13.3 Waiver of Jury Trial - UNITED STATES CLAIMS. FOR ANY CLAIM, LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT IN A STATE, FEDERAL, OR OTHER COURT IN ANY JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUCH CLAIM, LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE MARKETPLACE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE ENFORCED OR ENFORCEABLE TO THE EXTENT A WAIVER OF THE RIGHT TO A TRIAL BY JURY IS PROHIBITED BY, OR CONTRARY TO, THE PUBLIC POLICY OF THE STATE IN WHICH THE CLAIM, LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM IS FILED.

14. General Terms

14.1 Region-Specific Terms. Additional terms and conditions for specified regions are as set forth in Exhibit A.

14.2 Assignment. You cannot assign or transfer these Marketplace Terms or any of Your rights and obligations under these Marketplace Terms without Trimble’s prior written consent. Trimble may assign or transfer without restriction. Any purported delegation, assignment, or transfer in contravention of the foregoing prohibition is null and void. These Marketplace Terms will bind and inure to the benefit of each party's permitted successors and assigns.

14.3 Entire Agreement and Amendments. These Marketplace Terms sets forth the entire understanding between the parties in connection with its subject matter, and supersedes all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, regarding the subject matter thereof. Any additional, contrary, and/or pre-printed terms or conditions appearing on Your acceptance, orders, or associated purchase documentation, if any, are hereby rejected and will be of no effect. These Marketplace Terms cannot be amended by You.

14.4 Waiver and Severability. The failure or delay by Trimble to enforce any provision of these Marketplace Terms will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any provision of these Marketplace Terms by or of the rights and obligations of Trimble will be effective unless in writing and signed by Trimble. If any provision of these Marketplace Terms is found or held to be unlawful or unenforceable under applicable rule, law, or regulation, then the meaning of said provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of these Marketplace Terms, which will remain in full force and effect. In such event, You and Trimble will negotiate, in good faith a substitute, valid, and enforceable provision that most nearly effects Your and Trimble’s intent in entering into these Marketplace Terms.

14.5 Cumulative Remedies. The rights and remedies set forth in these Marketplace Terms are cumulative and not alternative or exclusive of any other rights or remedies that Trimble may have, except to the extent expressly provided otherwise in these Marketplace Terms.

14.6 Notices. Any notice or other communication given by either party to the other in connection with these Marketplace Terms will be deemed given and served when personally delivered, delivered by a reputable international courier requiring signature for receipt addressed to the party at its notice address (described further below), or delivered by email (a) if to Trimble, to legal_administration@trimble.com (with an auto-reply, e.g., an out-of-office message, not constituting acknowledgment of an email for purposes of this Section), and (b) if to You, to the email address on file in Your TAC effective when the recipient, by reply email, confirms receipt (with an auto-reply, e.g., an out-of-office message, not constituting acknowledgment of an email for purposes of this Section). Notice is deemed effective upon delivery or refused delivery attempt. Either party may change its notice address by written notice to the other. Your notice address is the address appearing on the Order or on file in Your TAC. Trimble’s notice address is the applicable address in the table in Section 13 (Governing Law; Venue) or if the Trimble entity is not listed there, then on the Order. In addition, any valid notice to Trimble shall include a required copy to: Trimble Inc., Attn: General Counsel - Important Legal Notice, 10368 Westmoor Drive, Westminster, CO 80021, USA.

14.7 Publicity. Neither party may issue a press release regarding the parties’ entry into these Marketplace Terms without the other party’s prior written approval.

14.8 Headings; Language. The headings in these Marketplace Terms have been inserted for convenience only and shall have no substantive effect. The language of all parts of these Marketplace Terms will in all cases be considered as a whole, according to its fair meaning, and not strictly for or against any of the parties. The parties hereby acknowledge and agree that the language of these Marketplace Terms will be considered jointly drafted.

14.9 No Third Party Beneficiaries. These Marketplace Terms do not confer any rights or remedies upon any third party except to the extent expressly set forth herein.

14.10 Official Language. The parties have specifically requested that these Marketplace Terms be drafted in English. Les parties ont spécifiquement demandé que cette entente soit rédigée en anglais. If there is a conflict between versions of these Marketplace Terms in any other language, the English language version controls.

14.11 U.S. Government End-Users. Any Connected Solution acquired by or on behalf of the U.S. Government are subject to RESTRICTED RIGHTS and are licensed consistent with and pursuant to the policies set forth in 48 C.F.R. § 12.212 (for civilian agencies) and 48 C.F.R. § 227.7202 (for the Department of Defense). The Connection Solution is “Commercial Computer Software” and “Computer Software Documentation," as each of those terms are defined at 48 C.F.R. § 2.101 and 48 C.F.R § 227.7014, and used in § 12.212 or § 227.7202, as applicable. The Commercial Computer Software and Computer Software Documentation are Commercially Available Off-the-Shelf (COTS) items developed fully at private expense and readily available in the commercial marketplace. The Commercial Computer Software and Computer Software Documentation are licensed to the U.S. Government with only those rights as are granted to commercial and public end users pursuant to the terms and conditions herein. Trimble reserves all rights not expressly granted to the U.S. Government under these Marketplace Terms.

Exhibit A

Region-Specific Terms

This Exhibit A provides region-specific terms for Australia, the European Union, France, The Netherlands, and Germany.

Australia

If and to the extent the Australian Consumer Law applies to the Connected Solution, then the following provisions apply: (a) For the purposes of this Section, “Australian Consumer Law” means the Australian Consumer Law set out at Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time, and “Non-excludable Condition” means the consumer guarantees, warranties, rights, or remedies under the Australian Consumer Law that cannot be limited, excluded, restricted, or modified, and to which You may be entitled. (b) To the extent permitted by Law, Trimble’s liability in relation to breach of any such Non-excludable Condition shall be limited, at its option, as follows: (i) in the case of the goods, to repairing or replacing the goods, supplying equivalent goods, or paying the costs of repairing or replacing the goods or acquiring equivalent goods; and (ii) in the case of the services, to re-supplying the services or paying the cost of re-supplying the services. (c) Nothing in these Marketplace Terms excludes, restricts or modifies any Non-excludable Condition. (d) Nothing in these Marketplace Terms is intended to derogate from Trimble’s obligations under the Privacy Act 1988 (Cth) as amended from time to time. (e) Where use of the Connected Solution is a “Small Business Contract” within the meaning of the Australian Consumer Law: (i) Trimble shall not accelerate Your unbilled future fees under any order; (ii) Your indemnification obligations under these Marketplace Terms are reduced to the extent Trimble’s acts or omissions contributed to or caused the claims, costs, damages, losses, liabilities, and expenses suffered by You; (iii) Trimble’s liability in relation to breach of any Non-excludable Condition will be an Excluded Claim; and (iv) No Dispute or legal action arising under these Marketplace Terms may be brought by either party more than three years after such cause of action accrued.

European Union 

If and to the extent that Chapter VI of Regulation (EU) 2023/2854 (“Data Act”) applies to the Connected Solution, the following applies:

You may provide not less than sixty (60) days prior written notice to Trimble requesting to switch to a data processing service offered by a different provider of data processing services or to port all exportable data and digital assets in the Connected Solution to an on-premises ICT infrastructure (“Switch”), upon which You have a period of up to 30 days to so switch or port. During said period these Marketplace Terms remain applicable including the obligations regarding business continuity and security and Trimble shall (i) provide reasonable assistance to You and its third parties for the Switch, (ii) provide clear information concerning known risks to continuity in the provision of the Connected Solution, and (iii) support Your exit strategy relevant to affected Connected Solution.

These Marketplace Terms shall be considered to be terminated, and You shall be notified of the termination, in one of the following cases: (i) where applicable, upon the successful completion of the Switch or (ii) at the end of the maximum notice period referred to in this Section, where You do not wish to Switch but to erase Your data. In case of such termination, Trimble is entitled to a termination penalty equal to the fees payable for the subscription to the terminated Connected Solution until the end of the initially agreed term, plus Transaction Tax, as the case may be. You are not entitled to a refund of any prepaid fees and is required to pay all invoices issued for to the Connected Solution for which the Connected Solution is terminated pursuant to this Section. Unless You may retrieve information about its data from the use of the Connected Solution, Trimble will provide a detailed description of Your data that is subject to the Switch. Trimble shall describe the categories of Your data specific to the internal functioning of the Connected Solution that are to be exempted from the exportable data where a risk of breach of Trimble’s or its licensor’s trade secrets exists, provided that such exemptions do not impede or delay the switching process provided for this Section. Trimble will delete Your data after termination of these Marketplace Terms in accordance with its standard retention practices.

Your notice requesting the Switch to Trimble needs to be specific whether the Switch is to an alternative provider, and then the identity of the alternative provider, or to an on-premises ICT infrastructure; or whether erasure of its exportable data and digital assets is requested. If Trimble considers the Switch during the mandatory maximum transitional period as provided for in this Section as technically unfeasible, it will so notify You within 14 business days of the receipt of request, and shall reasonably justify the technical unfeasibility and indicate an alternative transitional period, which shall not exceed seven months. These Marketplace Terms shall apply during this longer transitional period. You may extend the transitional period once for a period that You consider more appropriate for its own purposes.

If You purchased a subscription to the Connected Solution through a Reseller, You agree that Trimble may fulfill its obligations under this Section through a Reseller, and Trimble agrees that You may notify in writing the Reseller instead than Trimble. You further agree to the termination penalty set forth above as a third party right to which Reseller is entitled.

France

If You purchase the Connected Solution in France, the following provisions apply: (a) Late payments will bear interest at the rate of 1.5% per month or the minimum rate allowed by Law (currently three (3) times the legal interest rate), whichever is higher, measured from the date on which the sums concerned became due until the date on which full payment is received. Collection fees of a minimum amount of 40 € will be added in accordance with Article L. 441-10.II of the Commercial Code. You will be liable for all other costs of collection of past due amounts (including court costs and attorneys’ fees incurred by Trimble). If You do not dispute an invoice amount in writing by the due date of the invoice, You shall be deemed to have acknowledged the accuracy of such invoice and waived its right to dispute it. A dispute over part of an invoice or amount due shall entitle You to withhold or delay payment of the disputed part only. (b) EACH PARTY HEREBY HAS AN OBLIGATION TO LIMIT THE DAMAGES IT MAY SUFFER IN THE EVENT OF A BREACH OF THESE MARKETPLACE TERMS BY THE OTHER PARTY.

The definition of “Prohibited Data” includes any patient, medical or other protected health information regulated by the French Public Health Code and the GDPR; and Your grant of rights in Section 2.1 (Subscriptions) shall be for so long as Your data is protected by intellectual property law.

The Netherlands

If You purchase the Connected Solution in The Netherlands, the following provisions apply:

The provisions of Section 7 (Term and Termination) are the sole grounds for the termination of these Marketplace Terms, and to the extent permitted by applicable rule, law, or regulation, Your right to rescind these Marketplace Terms and claim damages on the basis of statutory law (including but not limited to sec. 6:265 Dutch Civil Code) is excluded.

THE LIMITATION OF LIABILITY IN SECTION 11 FOR A PERIOD OF 12 MONTHS EXPRESSLY INCLUDES ANY OBLIGATION TO PAY COMPENSATION UNDER A WARRANTY MENTIONED IN THESE TERMS OR RELATED CONTRACTS OR DOCUMENTS AND THE RESTITUTION OBLIGATIONS (ONDEDAANMAKINGSVERPLICHTINGEN) AND INDEMNIFY FOR DAMAGES. LIABILITY FOR DEATH OR PERSONAL INJURY SHALL NOT EXCEED EUR 1.250.000.

The applicability of section 6:227b subsection 1 and section 6:227c subsection 1 of the Dutch Civil Code are excluded in any Agreement between Trimble and any person who is not a consumer.

Germany

If German law applies to these Marketplace Terms, the following terms are incorporated into these Marketplace Terms:

1. With regards to Section 6.1 (Orders), it is agreed that the parties also conclude the DPA linked under https://www.trimble.com/privacy or a successor URL when concluding these Marketplace Terms. Upon request, You can request that a signed copy be sent. The transfer of any personal data from any Trimble facilities in Europe, acting as data exporter, to Trimble facilities in the United States, acting as data importer, is governed by Standard Contractual Clauses, which are available at the same URL or upon written request to Trimble.

2. It is recorded that, according to applicable law and provided that no consumer is the counterparty of these Marketplace Terms, the enforceable maximum interest rate is nine (9) percent above the base interest rate. The maximum interest rate applies if the statutory requirements for default (Verzug) are fulfilled.

3. With regards to Section 7 (Term and Termination), it is clarified that the statutorily available rights to terminate extraordinarily or without notice period remain unaffected.

4.  The following applies regarding Section 10 (Disclaimers), unless this is explicitly agreed in writing, it is not intended that Trimble provides a guarantee that exceeds complements the statutory provisions (gesetzliche Gewährleistung).

5 With regard to Section 11 (Limitation of Liability), only the following provisions apply to these Sections:

Trimble is liable for damages of You that were caused intentionally or through gross negligence, that is the result of failure to deliver on an explicit, written guarantee, that is based on a culpable breach of essential contractual obligations (so-called cardinal obligations), that is the result of a culpable injury to health, body or life or for which liability is provided for under the Product Liability Act or another mandatory legal regulation, in accordance with the statutory provisions.

Cardinal obligations are those contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance You can regularly rely, and whose violation, on the other hand, endangers the achievement of the purpose of the contract.

In the event of a breach of a cardinal obligation, liability - to the extent that the damage is based solely on slight or normal negligence and does not affect life, limb or health - is limited to damage that typically arises in the context of the delivery of such software as purchased by You and must be expected foreseeably.

Any further liability – regardless of the legal basis – of both Trimble and Trimble’s vicarious agents and vicarious agents is excluded.

If damage to You results from the loss of data, Trimble is only liable if the damage could not have been avoided if You had normally backed up the data in question.

6. With regard to Section 14.4 (Assignment), in addition to Section 14.4, it is stipulated that in the event of a change, You are granted an immediate and unconditional right of termination.

7. With regard to Section 13 (Governing Law and Venue), 

The following Section applies instead of Section 13. Governing Law and Venue. These Marketplace Terms and any Dispute arising therefrom shall be governed exclusively by the laws of the jurisdiction applicable to Your location as set forth in Section 13, without Consideration or application of conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All claims, matters and Disputes arising from these Marketplace Terms are subject to You if You are a merchant, a legal entity under public law or a special fund under public law or he does not have a general place of jurisdiction in the Federal Republic of Germany the sole and exclusive jurisdiction and venue set out in Section 13.

8.     Regarding paragraph 14.6 (No Third Party Beneficiaries), Section 14.6 does not apply.