Trimble Developer Terms

Version 2.0 (Last updated Feb 3, 2026)

These Trimble Developer Terms (“Agreement”) are between Trimble (as defined in Section 13.1) and the organization or individual registering to access or use the Trimble Toolkit (“Developer”). This Agreement includes any supplemental developer terms Trimble may specify with respect to a Trimble Toolkit. Trimble may modify this Agreement from time to time. Trimble will use reasonable efforts to notify Developer of modifications. Developer’s continued access or use of the Trimble Toolkit after the notification of modification constitutes Developer’s acceptance to the modifications. If Developer does not agree to the modified Agreement, Developer’s sole remedy is to terminate Developer’s access and use of the Trimble Toolkit.

Developer agrees to this Agreement by (i) clicking “I agree” or otherwise indicating acceptance of this Agreement when this Agreement is presented electronically, (ii) executing a document referencing this Agreement, or (iii) accessing or using a Trimble Toolkit that incorporates or references this Agreement. The “Effective Date” means the date on which Developer agrees to this Agreement through one of the actions described in the preceding sentence. If the individual accepting this Agreement is accessing or using the Trimble Toolkit on behalf of an organization, the individual represents that they are authorized to enter this Agreement on behalf of their organization. Trimble’s acceptance of this Agreement will be evidenced by (i) executing a document referencing this Agreement, or (ii) making the Trimble Toolkit available to Developer. Trimble affiliates may provide certain portions of the Trimble Toolkit, and this Agreement will govern Developer’s relationship with those affiliates as well.

1. DEFINITIONS

1.1. “Customer” means any entity or individual that is provided the right to access and use a Connected Solution.

1.2. “Customer Data” means any information, documents, materials, or other data of a Customer that is exchanged or used by a Connected Solution by or on behalf of the Customer.

1.3. “Developer Offerings” means any Developer proprietary software, cloud-based services, or other product, service, or solution that exchanges or uses Customer Data through a Connected Solution.

1.4. “Connected Solution” means any application, add-on, connector, integration, extension, service, or other solution that has been developed or enabled by Developer to exchange or use Customer Data from or with a Trimble Offering through the application or use of the Trimble Toolkit.

1.5. “Demo Software” means any demonstration or developer instances of a Trimble Offering, either dedicated to Developer or shared among multiple companies, as determined by Trimble, that Trimble authorizes Developer to access and use pursuant to this Agreement.

1.6. “Documentation” means the documentation for the Trimble Offering, Trimble Toolkit, and Demo Software, if any, provided to or made available to Developer from time to time.

1.7. “Intellectual Property Rights” means any and all right, title, and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity, database rights, and similar rights of any type, including any applications, continuations, or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory, or judicial authority, and the right to sue for, settle, and release past, present, and future infringement of any of the foregoing.

1.8. “Trimble IP” means the Trimble Software, and any written and electronic materials, proprietary information, documentation, code, technology, systems, infrastructure, equipment, and trade secrets developed, provided, or used by Trimble or its subcontractors to produce and provide the Trimble Software together with all Intellectual Property Rights therein, together with all modifications, improvements, changes thereto, or derivative works thereof.

1.9. “Trimble Marks” means Trimble’s trade names, trademarks, trade dress, service marks, and logos that are authorized in writing by Trimble for Developer’s use in connection with Developer’s performance of any authorized activities and obligations by Developer in accordance with this Agreement.

1.10. “Trimble Offerings” means any Trimble proprietary software, cloud-based services, or other product, service, or solution.

1.11. “Trimble Software” means Trimble Offerings, Demo Software, Trimble Toolkit, any associated Documentation, and any upgrades, updates, or new releases of any of the foregoing.

1.12. “Trimble Toolkit” means the application program interface (“API”), software development kit (“SDK”), related Documentation, or other materials (e.g., sample code) made available by Trimble to Developer under this Agreement. Trimble Toolkit usage may require a valid key or credentials.

2. DEVELOPER TERMS

2.1. Registration. Developer must complete Trimble’s standard registration requirements in order to request access to a Trimble Toolkit and/or Demo Software. Trimble may choose to grant Developer a license or right to access a Trimble Toolkit or Demo Software in its sole discretion. Certain Trimble Toolkits or Demo Software may be subject to a one-time or recurring fee. If there is a fee, Trimble will notify Developer of the applicable fee and may require payment prior to providing Customer access to the Trimble Toolkit or Demo Software. Trimble may modify any required fees from time to time. During the registration and provisioning process, Developer may be required to provide Trimble with personal information related to contacts at Developer, information about planned Connected Solutions, and other relevant information Trimble reasonably requests (collectively, “Registration Data”). Developer will keep all Registration Data accurate and complete. Trimble’s use of any personal information in Registration Data is governed by the Trimble Privacy Notice.

2.2. License. Subject to Developer’s compliance with this Agreement, Trimble grants to Developer: (i) a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited license to use any authorized Trimble Toolkit or Demo Software solely to build and maintain the Connected Solution in accordance with this Agreement and (ii) as applicable, Trimble may also grant a a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited license to use a Beta or other early release of Trimble Toolkit or Demo Software (“Early Release Software”) for internal evaluation and development purposes only. Developer may not use the Trimble Toolkit or Demo Software for any other purpose without Trimble’s express prior written consent. The licenses granted under this Agreement are licensed to Developer and not sold, and Trimble reserves all rights not expressly granted to Developer in this Agreement. Developer will comply with all attribution requirements, if any, set forth in the Documentation or otherwise provided by Trimble. Trimble Software will be hosted by Trimble.

2.3. Access and Use. Developer will not distribute, share, sell, or otherwise make available the Trimble Toolkit or Demo Software with any third party other than its employees and authorized subcontractors (“Personnel”) with a need to know and who are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement. Developer and its Personnel will keep all provided keys or access credentials for the Trimble Toolkit and Demo Software confidential, and will not share credentials between Personnel authorized subcontractors. Developer will notify Trimble as soon as possible if Developer believes any keys or credentials for the Trimble Toolkit or Demo Software issued to Developer or any of its Personnel may have been disclosed or compromised. Developer will be responsible for the acts and omissions of its Personnel in their use of the Trimble Toolkit and Demo Software.

2.4. Usage Data. Trimble may collect certain information regarding Developer’s use of the Trimble Toolkit and the Connected Solution (“Usage Data”). Trimble and its affiliates may use and exploit Usage Data for any purpose in connection with operating, improving, and supporting the Trimble Toolkit and the operation of its businesses, provided Developer will not be identified as the source of such Usage Data.

2.5. Use Restrictions. Developer will not, and will not permit, cause, or authorize anyone else to, (a) access or use the Trimble Software without a valid key or credentials if required, or otherwise through means and authentication methods not provided by Trimble; (b) attempt to circumvent any of the Trimble Software’s access or usage limits; (c) access or use the Trimble Software for hosting, service provider, or like purposes, or sublicense, sell, or grant third parties access or use of the Trimble Software; (d) access or use the Trimble Software to operate Connected Solutions or Developer Offerings that substantially replicate features of a Trimble Offering, or to copy, frame, or display any elements of a Trimble Offering through a Connected Solution; (e) reverse engineer, modify, or create derivative works of the Trimble Software; (f) make calls to the Trimble Toolkit or Trimble Offering not driven by bona fide requests or reasonable testing; (g) publish benchmarks or performance information about the Trimble Software; (h) test the capabilities or security of the Trimble Software or disrupt their integrity or performance (including by probing, scanning or testing their vulnerability) without Trimble’s express prior written authorization; (i) access or use the Trimble Software or any Customer Data for any unlawful, infringing, or offensive purpose or otherwise in violation of applicable laws, rules or regulations, and/or in violation of the Customer’s scope of consent for use by Developer; (j) impersonate any person or entity or otherwise misrepresent Developer’s affiliation with a person or entity, (k) take any action that might compromise the security or integrity of the Trimble Software; (l) access or use the Trimble Toolkit with any Connected Solution or in connection with any product that constitutes, promotes, or is used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities, or to send any malicious code to the Trimble Software; (m) take any action that would subject the Trimble Software to any third party terms, including without limitation any "open source" software license terms; (n) remove or obscure any copyright notices from the Trimble Software; or (o) access or use the Trimble Toolkit to create a Connected Solution with any application, product, or service not approved or authorized by Trimble. Developer may permit its authorized subcontractors with whom it has a bona fide written agreement to provide services to Developer related to the Connected Solutions to use the Trimble Software on its behalf, provided Developer will be responsible and liable for their compliance with this Agreement and for their acts and omissions in using the Trimble Software.

2.6. Approval Requirements; Use Limits. Trimble reserves the right to test all or a part of a Connected Solution, as reasonably determined by Trimble, for security, performance, and other criteria. Developer will provide Trimble with reasonably requested information and assistance upon Trimble’s request in connection with such testing. The specifics of the testing process, including submission and response timeframes, may be as set forth in the Documentation. Trimble may change its testing processes at any time. Trimble may (but is not required to) monitor Developer’s access or use of the Trimble Toolkit and the performance of Connected Solutions, including to ensure Developer’s compliance with this Agreement. Developer will cooperate with any reasonable inquiries of Trimble, and, upon request, provide Trimble with proof of compliance. Trimble may impose limits on the number of calls or requests through a Trimble Toolkit for any reason and may impose fees for calls or requests through a Trimble Toolkit.

2.7. No Commercial Use; No Distribution

2.7.1. Developer’s use of the Trimble Toolkit and Demo Software is for development purposes only. Unless authorized pursuant to a separate agreement between Developer and Trimble and except as otherwise stated in Section 2.7.2, Developer may not distribute, sell, or otherwise make available a Connected Solution developed or enabled under this Agreement to any Customer without Trimble’s prior written approval.

2.7.2. For SketchUp and Tekla branded Trimble Offerings only, Developer may distribute, sell, or otherwise distribute a Connected Solution without Trimble’s prior written approval if the Connected Solution is an extension that adds new features or additional functionality and use of the Connected Solution requires the Customer to have an active license or subscription to the SketchUp or Tekla branded Trimble Offering. The exception described in this Section 2.7.2 applies to Connected Solutions that use a Trimble Toolkit embedded within the SketchUp or Tekla product to extend its functionality, but does not apply to a Connected Solutions that use a Trimble Toolkit to embed or integrate SketchUp or Tekla files or functionality into a third-party application or service. For Tekla-branded Trimble Offerings, the exception described in this Section 2.7.2 is subject to an application process and associated fees.

2.7.3. Early Release Software is subject to change and may never be issued for general release. Developer may not distribute, sell, or otherwise make available a Connected Solution which utilizes Early Release Software.

2.8. Trimble Support; Trimble Toolkit Updates. Trimble is not responsible for providing training or professional services to Developer related to the Trimble Toolkit or Demo Software. Training and professional services may be available subject to the availability of Trimble resources and payment of additional fees. Trimble may provide Developer with limited support for the Trimble Toolkit at its discretion. From time to time, Trimble may change the Trimble Toolkit (“Updates”). Trimble will use reasonable efforts to provide backwards compatibility with existing Connected Solutions built using previous versions of the Trimble Toolkit, and will use reasonable efforts to provide advance notice of any Updates that do not maintain backwards compatibility. Trimble will have no liability resulting from these changes. Developer’s continued use of the Trimble Toolkit following an Update constitutes binding acceptance of the Update. Developer agrees that it will, as promptly as possible using the same degree of error resolution and mitigation it uses with similar internal data systems, update its Connected Solutions using the updated version of the Trimble Toolkit (e.g., security fixes).

2.9. Trimble Documentation. The Documentation that accompanies the Trimble Software is provided to Developer solely to support Developer’s authorized use of the Trimble Software. Developer may print, make, and distribute copies of the Documentation only to its Personnel who need copies for the purpose of using the Trimble Software to perform under this Agreement. Except as otherwise provided herein, Developer shall not use, copy, modify, publish, distribute, or otherwise transfer the Documentation, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Trimble in writing.

3. DEVELOPER RESPONSIBILITIES

3.1. Payment Terms. Fees, if any, for access or use of the Trimble Software are as described in the Documentation, online registration process, or otherwise made available by Trimble to Developer. Developer will pay all fees owed to Trimble within 30 days of the date of each Trimble invoice. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by applicable law, whichever is less. All fees are non-refundable. Developer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply, whether domestic or foreign, other than Trimble’s income tax. Fees are exclusive of any such taxes. All payments are in U.S. dollars unless otherwise specified by Trimble in writing. Developer has no right of set off or offset against Trimble’s invoices by any amounts that Developer claims are due it from a Customer or any third party.

3.2. Security Breaches. In the case of any unauthorized or unlawful access to, alteration to, use of, or disclosure of Customer Data or any security incident or breach affecting Connected Solutions or Trimble Offerings, Developer must promptly notify Trimble by emailing legal@trimble.com and security_operations@trimble.com and cooperate with Trimble to remediate the issue and mitigate its effects. Developer must obtain Trimble’s approval for any security breach notifications to Customers, notifications to government entities (unless such notices are required by law), and press releases, in each case that refer directly or indirectly to Trimble or any Trimble Offering.

3.3. Connected Solutions. Developer is solely responsible, at its own expense, for Connected Solutions (including their operation and support) and its relationships and agreements with Customers regarding Connected Solutions. A Customer may enable Developer or its Connected Solutions to access its Customer Data. Developer will ensure that all Customer Data is collected, processed, transmitted, maintained, and used in accordance with (a) its agreement with the Customer and a legally adequate privacy policy (collectively “Connected Solution Terms”), (b) appropriate notices to and consents from Customers, (c) all applicable laws, and (d) industry-standard technical, administrative, and physical security measures that protect the security and privacy of all Customer Data. If Trimble receives any Customer Data from a Connected Solution on behalf of a Trimble Customer, that data will be subject solely to the Trimble agreement with that Customer, and Customer Data will no longer be subject to the Connected Solution Terms as it relates to the Trimble Product.

3.4. Customer Data. Developer may access and retrieve Customer Data only as necessary to deliver a Connected Solution to Customers and only to the extent driven by bona fide requests from Customers. This access may not be used for the purpose of developing, training, or improving any software, service, machine learning or artificial intelligence models, artificial intelligence agents, or agentic services. Developer may not use a Connected Solution or Trimble Offering to perform a bulk or mass export or aggregation of Customer Data for any purpose, including but not limited to creating or maintaining a data lake or other data repository that is separate from Customers’ production or test environments used to consume the Connected Solution in the normal course of Customers’ use of the Connected Solution and Developer Offerings, if any.

3.5. Representations and Warranties. Developer represents and warrants that (a) it has full power and authority to enter into and perform in accordance with this Agreement and to exploit the Connected Solutions without violating any other agreement; (b) its access and use of the Trimble Software and its Connected Solutions and their use will not violate any applicable international, national, state, regional, and local laws and regulations or third party rights (including Intellectual Property Rights and rights of privacy or publicity), and Developer will notify Trimble if its Connected Solutions become subject to any claim or complaint regarding violations of laws or third party rights; (c) it will not engage in any deceptive, misleading, illegal, or unethical business practices that may be detrimental to Trimble or its Customers; and (d) all information Developer provides to Trimble is and will be true, accurate, and complete. Developer agrees not to (y) suggest any affiliation with Trimble (including that Trimble sponsors, endorses, or guarantees its Connected Solutions) and (z) make any any representations, warranties, or other promises on Trimble’s behalf or pertaining to the Trimble Offerings or any services provided by Trimble.

4. FEEDBACK

Developer may choose to share with Trimble suggestions, enhancement requests, recommendations, or other feedback regarding Trimble Software (collectively, “Feedback”). If Developer provides Trimble with Feedback, Developer grants to Trimble and its affiliates a royalty-free, worldwide, irrevocable, perpetual, non-exclusive license to use Feedback for any purpose without restriction or obligation, and Trimble is not obligated to keep any such Feedback or contributions confidential (even if Developer tells Trimble they are confidential).

5. CONFIDENTIALITY

The terms of this Section shall supersede any separate confidentiality or non-disclosure agreement between the parties relating to its subject matter. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure, including but not limited to, software, documentation, product roadmaps, performance results, and technical, marketing, financial, employee, planning, and pricing information. As a receiving party, each party (a) will protect the confidentiality of the disclosing party’s Confidential Information using the same degree of care it uses for its own information of like importance (but not less than reasonable care); (b) will not share the disclosing party’s Confidential Information with third parties except as permitted in this Agreement or with the disclosing party’s prior written or electronic consent; and (c) will only use the disclosing party’s Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, affiliates, contractors, and other representatives (collectively, “Representatives”) having a legitimate need to know, provided (i) the Representatives are subject to confidentiality obligations no less protective than those in this Section, and (ii) the receiving party is responsible for any breach of this Section by the acts or omissions of its Representatives. These confidentiality obligations do not apply to information that the receiving party can document (w) is or becomes public knowledge through no fault of the receiving party or its Representatives; (x) it rightfully knew or possessed on a non-confidential basis prior to receipt under this Agreement; (y) it rightfully received from a third party without obligation of confidentiality; or (z) it independently developed without using the disclosing party’s Confidential Information. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at law (e.g., monetary damages) alone are an insufficient remedy. In the event of such actual or threatened breach by a party, the other party may seek injunctive relief, in addition to other available rights and remedies, for breach or threatened breach of this sSection, without proof of actual damages or the requirement of posting a bond or other security. Nothing in this Agreement prohibits either party from making disclosures if required by applicable law or government or court order, provided (if permitted by applicable law) it notifies the other party in advance and reasonably cooperates in any effort by the other party to obtain confidential treatment.

6. OWNERSHIP; PUBLICITY

6.1. Trimble Ownership. As between the parties, Trimble and its suppliers will retain all right, title, and interest in and to the Trimble Software and Trimble’s Confidential Information and its associated documentation, including all modifications to or derivative works of the foregoing and all Intellectual Property Rights incorporated into or related to the foregoing. All rights not expressly licensed by Trimble under this Agreement are reserved. Developer will not directly or indirectly obtain or attempt to obtain at any time any right, title, or interest by registration or otherwise in or to the Trimble Software. Developer acknowledges that the goodwill associated with the Trimble Marks belongs exclusively to Trimble and, upon request, Developer will modify or cease its use of any Trimble Marks. Developer will not take any action inconsistent with the terms and conditions of this Agreement. To the extent that Developer obtains any ownership interest in or to any derivative work or modification to the Trimble Marks or the Trimble Software, Developer hereby assigns to Trimble all right, title, and interest in and to such derivative works and/or modifications.

6.2. Developer Ownership. As between the parties, Developer and its suppliers will retain all right, title, and interest in and to Developer Offerings, Connected Solution, and Developer’s Confidential Information and its associated documentation, including all modifications to or derivative works of the foregoing and all Intellectual Property Rights incorporated into or related to the foregoing. All rights not expressly licensed by Developer under this Agreement are reserved.

6.3. Use of Marks; Publicity. Developer agrees that Trimble may (but is not obligated to) use Developer’s name and logo to indicate that Developer is a partner of Trimble on Trimble’s website, marketing materials, and in communications with existing or prospective Customers, provided that (i) Trimble’s use will be consistent with Developer’s style guidelines as communicated to Trimble by Developer and (ii) Trimble will cease use upon written notice from Developer. Developer may not use Trimble Marks without Trimble’s prior written approval, and provided that (i) Developer’s use is consistent with Trimble’s style guidelines as may be communicated to Developer by Trimble, including but not limited to those guidelines located at http://trimble.com/en/legal/trademark-guidelines or any successor url and (ii) Developer will cease use upon written notice from Trimble.. Except as otherwise stated in this Section, the parties may not issue any press releases or other public announcements related to the activities under this Agreement without the prior written consent of the other party.

7. TERM AND TERMINATION

7.1. Term. The term of this Agreement shall commence as of the Effective Date and shall continue for 12 months (“Initial Term”). Thereafter, this Agreement will automatically renew for additional 12-month terms, until either party provides written notice to the other party of its intent not to renew at least 30 days before the next anniversary of the Effective Date or until this Agreement is otherwise terminated by either party as provided for herein (the Initial Term and each 12-month renewal term are collectively referred to as “Term”).

7.2. Termination. Either party may terminate this Agreement (a) for any reason by providing at least 30 days’ prior written notice to the other party; (b) if a party materially breaches this Agreement and fails to cure the breach within 15 days after being notified of such breach in writing; or (c) immediately if the other party declares bankruptcy or is adjudicated bankrupt, or has a receiver or trustee appointed to it for all or substantially all of its assets. Trimble may terminate this Agreement immediately if, in Trimble’s sole discretion, Developer disparages Trimble, or any of its officers, directors, employees, shareholders, members, and agents or any of Trimble’s products or services. As used herein, a disparaging statement is any communication which if publicized to another would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or business to whom the statement(s) relate.

7.3. Effect of Termination. The termination of this Agreement, regardless of how it occurs, will not relieve a party of obligations that have accrued before termination. Upon termination of this Agreement, Developer must immediately cease all use of Trimble Software and destroy (and certify to the destruction thereof in writing) any property, documents, materials, and information provided under, created for, or otherwise related to this Agreement, including but not limited to the Trimble Software, Documentation, and Trimble’s Confidential Information. Trimble will also have the right to suspend Developer’s access to the Trimble Software and the ability of the Connected Solutions to utilize the Trimble Toolkit if the use of the Trimble Toolkit or the Connected Solution enabled by the Trimble Toolkit threatens the integrity or security of Trimble Offerings or Trimble’s systems, networks, or data, provided that Trimble will promptly restore access to the Trimble Toolkit once such acts or omissions have ceased or the corresponding integrity or security concerns have otherwise been mitigated. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.

8. DISCLAIMER

THE TRIMBLE SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS, AS AVAILABLE, AND WITH ALL FAULTS, AND TRIMBLE SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRIMBLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRIMBLE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE RELATED TO AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, OR QUALITY OF THE TRIMBLE SOFTWARE, THAT TRIMBLE WILL CONTINUE TO OFFER ANY ELEMENT OF THE TRIMBLE SOFTWARE, OR THAT ACCESS OR USE OF THE TRIMBLE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR MEET DEVELOPER’S REQUIREMENTS OR EXPECTATIONS, ACHIEVE INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ALL SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. Developer may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.

9. INDEMNITY

Developer will indemnify, defend, and hold harmless Trimble and its affiliates and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from on in connection with a claim, action, suit, or proceeding, which arises from or relates to (a) any Connected Solution; or (b) Developer’s breach or alleged breach of this Agreement. The indemnification obligations set forth above shall apply to the extent that (i) Trimble provides Developer with written notice of any such claim promptly following Trimble’s receipt of notice of such claim (provided that failure to provide such notice will not relieve Developer of its obligations, except to the extent Developer has been materially prejudiced by such failure); (ii) Trimble grants to Developer the exclusive right to defend any such claim and make settlements thereof at Developer’s own discretion (except that Developer will obtain Trimble’s express prior written approval for any settlement that requires any action or forbearance, ongoing performance, or any admission of liability on the part of Trimble); and (iii) Trimble provides such assistance and information as Developer may reasonably require to settle or oppose such claim. Trimble may, however, participate in the defense or settlement of such claim at its own expense and with its own choice of counsel.

10. LIMITATIONS ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, (i) TRIMBLE’S CUMULATIVE LIABILITY TO DEVELOPER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY), WILL NOT EXCEED THE GREATER OF (A) US $5,000 OR (B) THE TOTAL FEES PAID OR PAYABLE BY DEVELOPER TO TRIMBLE UNDER THIS AGREEMENT DURING THE PRIOR 12 MONTHS AND (ii) IN NO EVENT SHALL TRIMBLE HAVE ANY OBLIGATION OR LIABILITY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A TRIMBLE HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND LIMITATIONS IN THIS SECTION ARE AGREED-UPON ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION PERFORMANCE UNDER THIS AGREEMENT AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

11. COMPLIANCE

Developer acknowledges that the Trimble Offerings are subject to export restrictions by the United States government and import restrictions by certain foreign governments. Developer 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 Trimble Offerings 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; (c) to any country to which such 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 such license or approval; or (d) otherwise in violation of any export or import restrictions, laws of any United States or foreign agency or authority. Developer warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. Trimble Offerings are 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. Developer will defend, indemnify, and hold Trimble harmless against any liability (including attorneys’ fees) arising out of Developer’s failure to comply with the terms of this Section. Developer’s obligations under this Section will survive the termination of this Agreement for any reason whatsoever.

12. OPEN SOURCE SOFTWARE

Certain code in the Trimble Software may be licensed under or include components subject to “open source” software terms (“OSS”). The OSS licenses may grant Developer additional rights to the OSS code itself and allow it to use the OSS outside of the Trimble Software. When Developer uses the OSS as part of the Trimble Software, Developer must comply with this Agreement.

13. TRIMBLE ENTITY; GOVERNING LAW AND VENUE

13.1. Trimble Entity. Unless a different entity is specified by Trimble during the registration process, “Trimble” for purposes of this Agreement, means Trimble, Inc., if Developer is located in the United States, or Trimble Europe B.V., if Developer is located outside of the United States.

13.2. Governing Law; Venue

This Agreement will be governed exclusively by, and construed and enforced exclusively in accordance with, the laws of the jurisdiction set forth in the table above as the Governing Law based on Developer’s location provided to Trimble without regard to or application of conflicts of law provisions and without regard to the United Nations Convention on the International Sale of Goods. Any legal proceeding arising out or relating to this Agreement will be subject to the sole and exclusive jurisdiction of the federal, state, or other courts located in the “Exclusive Venue/Jurisdiction” listed in the table above, to the exclusion of all other courts and venues, and each party irrevocably consents to the sole and exclusive jurisdiction and venue of the federal, state, or courts located in the “Exclusive Venue/Jurisdiction” listed in the table above and waives any right to object thereto. 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 LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. Developer agrees that no provision of the Uniform Computer Information Transactions Act (“UCITA”) is intended to apply to the interpretation of this Agreement, whether or not UCITA is enacted in Delaware.

14. MISCELLANEOUS

This Agreement sets forth the entire understanding between the parties and supersedes all prior or contemporaneous written or oral proposals, communications, agreements, negotiations, and representations regarding its subject matter. Except as otherwise expressly stated in this Agreement or any addendum to this Agreement, no amendment to this Agreement will be valid unless made in writing and signed by the parties. No waiver of any provision or breach of this Agreement (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. In the event any portion of this Agreement is held to be invalid or unenforceable, such portion will be construed as nearly as possible to reflect the original intent of the parties, or if such construction cannot be made, that provision or portion thereof will be severable from this Agreement, provided that the same will not affect the remainder of this Agreement. Neither party will be liable for a failure to perform hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control. Developer may not assign, delegate, subcontract, or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without Trimble’s express prior written consent. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their successors and permitted assigns. Any notice by Developer to Trimble under this Agreement will be in writing and either personally delivered or sent by certified mail, return receipt requested, or nationally or internationally recognized express courier. Any notice by Trimble to Developer under this Agreement will be in writing and personally delivered; sent by certified mail, return receipt requested or nationally or internationally recognized express courier; or by email, provided that the sender does not receive an automated undeliverable response within 24 hours of sending. If to Trimble, notice must be provided to the address in Section 13.2 above, with a copy to Trimble Inc., Attn: General Counsel – Important Notice, 10368 Westmoor Drive Westminster, CO 80021. If to Developer, Trimble may provide notice to the address and email Developer provided at registration or otherwise in writing. Either party may update its address with notice to the other party. Notice will be deemed effective upon delivery, or refused delivery attempt, as evidenced by the delivery receipt. Trimble may also send general and operational notices to Developer by email or through a developer portal or console, if applicable. This Agreement does not create any agency relationship, joint venture, or partnership between the parties, and Developer does not have the authority to bind Trimble or to represent to any person that Developer is an agent of Trimble. This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which, when so executed and delivered will be an original, but all of which together will constitute but one and the same instrument. A digital signature will be deemed equivalent to an original ink signature.

15. AUSTRALIA-SPECIFIC TERMS

If Developer is located in Australia, the following provisions apply:

15.1. “Australian Consumer Law” means the Competition and Consumer Act 2010 (Cth) and “Non-excludable Condition” means certain consumer guarantees, warranties, rights, or remedies under the Australian Consumer Law that cannot be limited, excluded, restricted, or modified, and to which Developer may be entitled. For purposes of the following limitation of liability statement, the parties intend for the following: “service” means a Trimble Offering that is a cloud-based offering and “goods” means Trimble Toolkit and a Trimble Offering that is a software application.

15.2. To the extent permitted by law, Trimble’s liability in relation to breach of any such Non-excludable Condition shall be limited as follows (and in which “our” or “us” means Trimble, and “you” means Developer): (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.

15.3. Nothing in this Agreement excludes, restricts, or modifies any condition, warranty, right, or remedy implied or imposed by any statute or regulation which cannot lawfully be excluded, restricted, or modified.

15.4. Nothing in this Agreement is intended to derogate from Trimble’s obligations under the Privacy Act 1988 (Cth) as amended from time to time.