Software Support and Maintenance Terms

3. Updates and Upgrades

During the applicable Maintenance Term, You shall be entitled to receive all upgrades and updates to the Software that are publicly released by Trimble. The contents and timing of all upgrades and updates will be decided by Trimble in its sole discretion. Any such updates and upgrades will be deemed to be “Software” and licensed to You under the terms and conditions of the License Agreement. Updates and upgrades exclude new versions of the software designated by Trimble by a change to the left of the decimal in the version number (e.g., 1.x to 2.x), and any separate modules and other functionality for which Trimble charges a separate fee.

4. Limitations and Exceptions

The following matters are not covered (and Trimble will not have any obligations with respect to such matters) pursuant to these Terms:

4.1. Any Software for which support and maintenance fees have not been paid;

4.2. Any problem resulting from the misuse, improper use, alteration or damage of the Software;

4.3. Any problem caused by modifications of the Software not made or authorized by Trimble;

4.4. Any problem resulting from any hardware component of Your system or any software not developed by Trimble, including, without limitation: any computers, disk drives, operating systems, network hardware or software, database or any other hardware or third party software;

4.5. Any problem resulting from the combination of the Software with other programming or equipment to the extent that such combination has not been approved by Trimble; and

4.6. Errors in any version of the Software other than the most recent release, provided that Trimble will continue to provide services for superseded releases for a reasonable period (not to exceed ninety (90) days).

Support and maintenance excludes on-site visits, installation and training, file conversion, optional products and services, directories, consulting services, shipping charges, or any recommended hardware.

5. Payment and Default; Termination

Unless otherwise provided in the Order Form, payment for support and maintenance is payable annually in advance. Should You fail to pay any fees or fail to carry out any other obligation under these Terms or the License Agreement, Trimble may, at its option and in addition to other available remedies, terminate these Terms or suspend services, provided that Trimble first gives You five (5) days’ prior notice in order to permit You to cure Your default. In addition, services will automatically terminate with respect to any Software that is no longer licensed for use under the License Agreement, whether as a result of expiration or termination of such License Agreement, or replacement of the applicable Software with new releases.

6. Renewals

Unless otherwise specified in the Order Form, support and maintenance services shall automatically renew for additional periods of one year provided You have made payment for the upcoming year prior to the renewal date. If You have not made payment prior to the renewal date, without further action by Trimble these Terms shall automatically terminate with respect to the Software for which You have not paid. Any renewals after an expiration of a Maintenance Term may be subject to the then-current lapses fee rates.

7. Changes and Updates to Fees and Terms

At any time following the expiration of the Maintenance Term, fees for support and maintenance may be changed, provided that Trimble gives You at least five (5) days’ prior written notice of the change. Such notice may be made by posting the revised fees on Trimble’s website. Trimble also reserves the right to modify or terminate these Terms upon five (5) days’ written notice to You. In such event, You have the right to terminate support and maintenance for all Software by giving written notice and to receive, as Your sole and exclusive remedy, a pro-rata refund of fees paid for the balance of the applicable Maintenance Term following the effective date of termination of these Terms.