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Supplemental Terms for Offerings
Version 1.0 (Last Updated: February 12, 2024)
These Supplemental Terms for Trimble Offerings supplement either the Trimble Offering Terms, available at www.trimble.com/en/legal/offering-terms, or any successor URL, or the Trimble Customer Terms, as applicable, available at www.trimble.com/en/legal/customer-terms, or any successor URL, as referenced in the applicable Order (collectively the “Terms”), which are hereby incorporated in such Order by reference. Capitalized terms not defined herein have the respective meanings given to them in the Terms.
Geospatial
Offerings with Supplemental Terms:
1. Trimble Business Center
2. Trimble Catalyst
3. Trimble Clarity
4. Trimble eCognition
5. Trimble Forensics Showcase
6. Trimble Mobile Manager
7. Trimble Perspective
8. Trimble RealWorks Forensics
9. Trimble Sentinel
10. Trimble SiteVision
11. Trimble SiteVision Manager
12. Trimble TerraFlex
13. Trimble Terra Office
Usage Limitations. The following Offerings have the associated Usage Limitations set forth in the table below.
1. Trimble Business Center.
Notwithstanding anything to the contrary in the section entitled “Restrictions” in the Terms, Customer may use the Offering in a virtual server environment provided that Customer does not virtualize any license server component of the Offering.
2. Trimble Catalyst
(a) Provision Date. Notwithstanding anything to the contrary in the Terms, the Provision Date for the Offering is the date which is the earlier of (a) Customer’s initial access to the Offering or (b) 90 days from the effective date of an Order for the Offering.
(b) Subscription Terms and Renewals. Notwithstanding anything to the contrary in the Terms: (i) for any Offering purchased as a “Termed” subscription, the Provision Date shall be stated in the Order and shall not automatically renew; and (ii) for any Offering purchased as an “On Demand” subscription, Customer can purchase a certain amount of hours to be used over the Subscription Term in one-hour increments. Unless otherwise set forth in the Order, the Subscription Term for “On Demand subscriptions” shall be 12 months. All unused hours will automatically expire if not used during the Subscription Term without any refund.
(c) Use of Compatibilities and Correction Accuracy. To the extent Customer uses the Offering with Compatibilities, including without limitation, Catalyst Enabled Applications, Customer expressly agrees and acknowledges that in the event the Compatibility is a correction service that may provide for greater accuracy than Customer’s Catalyst-subscription level, the Offering will only report location precision based on the service level of Customer’s Catalyst subscription.
3. Trimble Clarity
(a) Trimble Clarity Overview. The Offering is a cloud tool designed to enable Customer to easily share sets of three-dimensional data with third parties over the Internet. Customer submits three-dimensional models or point clouds (“Models”) to the Product by direct upload or by using Trimble Connect or a third-party platform. The Offering generates an optimized version of the Models you submit (“Output”) and provides a public URL that third parties can use to access and view a read-only version of that Output (a “Sharing URL”).
(b) No Storage of Models. Trimble processes Models transiently and has no obligation to store or retain Models during the Subscription Term, but Trimble will store and delete all Output in accordance with Section 3 of the Terms (Data Usage and Ownership).
(c) Sharing Output. Customer may, at its option and in its sole discretion, use the Offering to generate a Sharing URL for the Output, as further described in the Documentation. Customer acknowledges and agrees that: (a) anyone with access to the Sharing URL will be able to access the Output Customer designates, and it is Customer’s sole responsibility to evaluate any risks related to Customer’s sharing of any Sharing URLs or Output with third parties; and (b) Trimble has no control over, and will have no liability for, any acts or omissions of any third party with respect to Customer’s sharing of Sharing URLs or Output.
4. Trimble Forensics ShowCase
(a) Limit of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, TRIMBLE’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED IN AGGREGATE ONE HUNDRED DOLLARS (USD $100).
(b) Subscription Term. Unless otherwise specified on an applicable Order, the Offering is provided on a perpetual basis.
5. Trimble Mobile Manager.
Notwithstanding anything to the contrary in the Terms, if Customer downloaded the free mobile application version of the Offering, the Subscription Term solely for the mobile application is perpetual, subject to the terms and conditions of the Terms.
6. Trimble SiteVision.
The Offering may not be available in all territories and jurisdictions, and Trimble may restrict or prohibit use of all or a portion of the Offering in certain territories and jurisdictions.
7. Trimble Sentinel.
The Subscription Term is 12 months from the Provision Date and will not automatically renew.
Correction Services
Subscription Activation. Customer agrees that all Subscription(s) for OmniSTAR Correction Services must be activated within the earlier to occur of twelve (12) months from (a) the date of purchase or (b) the service start date indicated on the applicable Order.
Bulk Subscriptions. If Customer purchases entitlements to Subscriptions for Corrections Services for subsequent redemption (“Bulk Subscriptions”), Customer agrees that all Bulk Subscriptions must be redeemed within eight (8) months from the date of purchase, unless otherwise indicated on Customer’s Order, quotation, pro forma invoice, or invoice. Bulk Subscriptions not redeemed within such eight (8) month period will be deemed to be used and are non-refundable.
Renewal Opt-Out Period. Notwithstanding anything to the contrary set forth in Section 11.2(a) of the Agreement, if Customer and Trimble have agreed that Customer’s Subscriptions will automatically renew, then each Subscription Term will renew for successive periods of the same duration unless either party gives the other party at least 10 days’ notice of non-renewal before the expiration of the then-current Subscription Term.
Usage Limitations. If the Correction Services consist of OmniSTAR Data Services: (a) Customer is prohibited from using such Correction Services for primary navigation purposes; and (b) Customer must not use such Correction Services in offshore areas.
Jurisdiction. If Customer is located in Africa, then notwithstanding anything to the contrary set forth in the Agreement, “Trimble” means Trimble Navigation Technology South Africa. The sole and exclusive governing Law for the Agreement and all Disputes shall be the Republic of South Africa, and jurisdiction and venue for all Disputes shall be the courts of Cape Town, Republic of South Africa.