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RouteReporter Terms of Use

These Terms of Use (these “Terms”) govern access to and use of any of the subscription-based software-as-a-service offerings (each, a “Trimble Offering”) provided by or through Trimble Maps Inc. (“Trimble”) pursuant to a subscription purchased from Trimble or a Trimble authorized reseller. For the purposes of these Terms, “we,” “us,” and “our” refer to Trimble, and “you” and “your” refer to the entity who has purchased a subscription to use one or more of the Trimble Offerings. By accessing or using a Trimble Offering, you agree to be bound by these Terms, which form an agreement between you and us separate from the agreement between you on the one hand, and us or a Trimble authorized reseller on the other, pursuant to which you purchased a subscription to the Trimble Offering.

Please read these Terms carefully before using the Trimble Offering. BY ACCESSING OR USING THE TRIMBLE OFFERING AS DEFINED BELOW, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS, AND THAT THESE TERMS WILL BE ENFORCEABLE BY US, AS IF THEY WERE PHYSICALLY SIGNED BY YOU. If you do not agree to these Terms, do not purchase a subscription to the Trimble Offering and do not access or use the Trimble Offering. The person accepting these Terms represents that he or she is authorized to agree to and bind you to these Terms on your behalf as your duly authorized representative.

  1. Definitions.

  • “Affiliate” means any entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the party in question. “Control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

  • “Anonymized Data” means any data collected in connection with a Trimble Offering that has been aggregated and/or de-identified in such a manner that neither you nor any of your Users can be identified from the data if such data is shared outside of us or our affiliates.

  • “Customer Data” means information, documents, materials, or other data of any type that is input by you or on your behalf into a Trimble Offering, or that is created or generated through the use of a Trimble Offering by you or your Users, including without limitation information or data that is submitted manually by Users that is received from an integrated third-party system, solution, or service. Customer Data excludes Trimble Offering output, Usage Data, and Anonymized Data.

  • “Maps Data” means any Trimble or third party map data, such as but not limited to geographic, infrastructure, and similar features and information (“Map Data”), revisions to Map Data which are provided by us on a “when and if available” basis (“Map Updates”), location data establishing positioning of assets and locations within Map Data including geolocation and places data (“Location Data”), or other data including dwell time data which is provided through or used by us to provide our Software, whether developed by us or owned by persons or entities other than us or our Affiliates.

  • “Offering Portal” means an online portal provided by us as part of a Trimble Offering through which you access and/or manage that Trimble Offering pursuant to your Subscription.

  • “Subscription” means the fixed-term subscription right to use a Trimble Offering sold to you by us or a Trimble authorized reseller pursuant to a separate agreement.

  • “Third Party Content” means Software, data, or other content or materials owned by persons or entities other than us or our Affiliates.

  • “Usage Data” means our technical logs, data, and learnings about your and your Users’ use of a Trimble Offering. Usage Data excludes Customer Data.

  • “User” means a person given the right to access and use a Trimble Offering by you, or by us at your direction, but only in the course of performing services for you.

  1. Right to Use. Subject to your compliance with these Terms and solely for the duration of and scope of your Subscription, we grant to you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable right to access and use the Trimble Offering included in your Subscription for your own internal business purposes and in compliance with any specified usage or capacity limits for your Subscription. This Subscription is restricted to use by you and your Users and does not include the right to use the Trimble Offering by any third party. We will provision the Trimble Offering to you and establish data feeds as mutually agreed using standard available data integrations. Any non-standard set-up, implementation or configuration must be mutually agreed upon between you and us in a separate written and executed Statement of Work. We will make available to your Users our generally available online support and training materials. Each User with access to the Trimble Offering under your account must have unique login credentials. You and your Users will keep all login credentials confidential, and will not share login credentials between employees, representatives or other personnel or Users. You will immediately notify us if you believe any login credentials for your Users may have been disclosed or compromised, and you will hold us harmless from and against any unauthorized and/or harmful access to your account(s) and/or data using login credentials issued to or by you. We may identify you (including through use of your logo) as a user of the Trimble Offering, including on our website, and may include you in our customer list and marketing materials.

    We will use commercially reasonable efforts to make the Trimble Offering available. However, we do not guarantee uninterrupted access to the Trimble Offering and are not liable for any service interruptions.

    If your Subscription includes the right to use installable software provided by us, that installable software may be subject to an End User License Agreement (“EULA”). In the event a term of a EULA for installable software provided in connection with a Subscription conflicts with a corresponding term in these Terms, these Terms will control with respect to your use of that installable software in connection with your Subscription.

    Upon termination of your Subscription for any reason, we will terminate your access to and cease to provide to you the Trimble Offering. We may suspend or terminate the provision of the Trimble Offering to you, without refund of any unused portion of your Subscription, (a) if you or your users are in breach of these Terms, provided that if such breach is capable of cure we will give you notice of such breach and a reasonable opportunity (not to exceed seven (7) calendar days) to cure such breach to our reasonable satisfaction prior to termination, or (b) a third-party service provider ceases providing services to us required by us to provide the Trimble Offering, or (c) if you are a person or entity listed on one or more export screening lists maintained by the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of Treasury, or other similar lists.

    We may suspend your access to Trimble Offerings immediately if your or your Users’ acts or omissions threaten the integrity or security of our Trimble Offerings, our infrastructure and/or our systems, provided we will use commercially reasonable efforts to provide you with advance notice of such suspension where we determine exigent circumstances do not exist. We will lift such suspension once such issue is cured to our reasonable satisfaction. You will continue to be charged for Service and Subscription fees during such suspension.

  2. Restrictions. Unless you have our express prior written permission to do so in each instance, you will not, directly or indirectly, (i) copy, tamper with, create derivative works of, sublicense, sell, lease, loan, rent, distribute, convey, pledge as security or otherwise encumber, or act as a service bureau with respect the Trimble Offering; (ii) reverse engineer, decompile, translate, adapt or disassemble any portion of the Trimble Offering in an attempt to reconstruct or discover the source code or algorithms thereof, except and only to the extent expressly permitted by law; (iii) use the Trimble Offering or any portion thereof including Maps Data, for purposes of creating content based on the Trimble Offering or any portion thereof, for competitive analysis of the Trimble Offering, for the development or re-creation of a competing software product, service, solution, or visualization platform or competing data, or for any other purpose that is to our commercial disadvantage; (iv) export, extract, pre-fetch, retrieve, cache, index, store, or otherwise scrape Maps Data or other content for use outside of the Trimble Offering, including but not limited to training artificial intelligence models and algorithms; (v) interfere with or violate any third party or other user’s right to privacy or other rights, including copyrights and any other intellectual property rights of others, or harvest or collect personal information about users of the Software without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (vi) use the Trimble Offering in or in association with the design, construction, maintenance, or operation of any hazardous environments or systems, or in a manner considered “high risk” under laws, rules, or regulations governing artificial intelligence; (vii) transmit or otherwise make available in connection with the Trimble Offering any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (viii) use the Trimble Offering beyond the scope of your Subscription and/or in violation of applicable laws, rules, regulations, codes or ordinances; (ix) use the Trimble Offering in any way that could damage, disable, overburden, or impair the Trimble Offering; (x) remove, disable, circumvent, or otherwise create or implement any workaround to, any Security Features in the Software or attempt to do so, or otherwise attempt to gain unauthorized access to any part of the Trimble Offering or any other systems or networks connected to the Trimble Offering; (xi) use any features, functionality, services or solutions not covered by an active Subscription purchased by you; (xii) allow third parties to access a Trimble Offering outside of the grant of rights in Section 2 above; (xiii) remove, alter, or obscure any intellectual property or proprietary rights notices provided on or with a Trimble Offering; or (xiv) cause or authorize any third party to do any of the foregoing.

  3. Third Party Content; Additional Terms and Notices. Trimble Offerings may include software, data, or other content or materials (a) owned by persons or entities other than us (“Third Party Content”), or (b) owned by us, which in either case have applicable intellectual property and other notices, or have supplemental terms applicable to your subscription, that are in addition to and/or different from those contained in these Terms (“Additional Terms and Notices”). For example, we may use different third party map data suppliers in Trimble Offerings; to check which map data is used in your Trimble Offering and which related Additional Terms and Notices apply to your Trimble Offering, please check the “About” screen of your Trimble Offering or refer to your Trimble Offering’s documentation. As a further example, supplemental terms may apply to certain of our Trimble Offerings, such as, but not limited to, PC*MILER. Neither we nor our affiliates are responsible for any Third Party Content. Additional Terms and Notices are located at https://maps.trimble.com/copyrights or any successor URL we provide. In addition, Exhibit A to these Terms contain supplemental terms applicable to certain Trimble Offerings, and will apply to you and your Users with respect to a Trimble Offering listed in Exhibit A if you have purchased a Subscription to that Trimble Offering. You are bound by and will comply with all applicable Additional Terms and Notices as if such terms were expressly set forth in or attached to these Terms. BY ACCEPTING THESE TERMS, OR BY ACCESSING OR USING A TRIMBLE OFFERING, YOU REPRESENT THAT YOU HAVE REVIEWED AND ACCEPT ALL ADDITIONAL TERMS APPLICABLE TO THE TRIMBLE OFFERINGS FOR WHICH YOU HAVE PURCHASED A SUBSCRIPTION.

  4. Ownership; Suggestions. You agree that all right, title and interest in and to the Trimble Offerings and Maps Data, including copyright and other intellectual property rights, are proprietary to and are owned by Trimble, its affiliates, and their licensors and partners and are protected by worldwide copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Full copyright details are available at https://maps.trimble.com/copyrights. We reserve all rights not specifically and expressly granted to you under these Terms. No portion of any Trimble Offering may be reproduced by you or on your behalf in any form or by any means without our express prior written approval. We agree that as between you and us, you own your Customer Data. We reserve the right to modify, expand, update or otherwise change portions of the Trimble Offering and the platform(s) on which they are provided, provided that such changes do not adversely affect in a material manner your ability to use the Trimble Offering for its intended purpose. Notwithstanding anything in these Terms to the contrary, you grant to us and our affiliates a royalty-free, worldwide, irrevocable, perpetual, sublicensable (through multiple tiers), non-exclusive license to commercially use for our and our affiliates’ business purposes any suggestions, enhancement requests, recommendations, or other feedback provided by or on behalf of you or your affiliates relating to or resulting from the Trimble Offering.

  5. Security Features; Audit. Trimble Offerings may include Subscription authentication and other security and anti-piracy features, protections, and technology to prevent unauthorized copying and use (“Security Features”). We may, in our sole discretion at any time upon at least seven (7) calendar days prior notice to you, audit your use of the Trimble Offerings to ensure you are not exceeding the usage permitted by your Subscription, and to confirm your compliance with these Terms. Any such audit may be conducted in person or remotely and may be conducted no more than once in any six (6) month period except for good cause shown. You will fully cooperate with our personnel conducting such audits and provide all access reasonably requested by us to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. If you are a legal entity, we will use reasonable efforts to conduct audits only during your normal business hours and in a manner that does not unreasonably interfere with your business operations.

    If an audit or Security Features determine that your use of a Trimble Offering exceeds or exceeded the use permitted under your Subscription and/or these Terms, then you will, within fourteen (14) calendar days following the date of our notification to you of such findings, pay to us the retroactive fees for such excess use and obtain and pay for a valid Subscription to bring your use into compliance. In determining the fees payable pursuant to the foregoing, (a) unless you can demonstrate otherwise by documentary evidence, all excess use of the Trimble Offering will be deemed to have commenced on the same date as your originally purchased Subscription, or, if later, the completion date of the most recent audit previously conducted by us, and continued uninterrupted thereafter, and (b) the rates for such excess use will be determined without regard to any discount to which you may have been entitled had such use been properly licensed prior to its commencement or deemed commencement. If the use exceeds or exceeded the use permitted under your Subscription by Five Percent (5%) or more, then within fourteen (14) calendar days following the date of our notification to you of such findings you will also pay to us our reasonable costs incurred in conducting the audit, provided that if such use exceeds or exceeded the use permitted under your license or subscription by Ten Percent (10%) or more, we may also terminate all of your active Subscriptions immediately upon written notice to you. Our remedies set forth in this Section are cumulative and are in addition to, and not in lieu of, all other remedies we may have at law or in equity, whether under these Terms or otherwise.

  6. Collection and Use of Customer Data. You grant to us and our affiliates the non-exclusive, worldwide, irrevocable, royalty-free right: (1) to use Customer Data to operate, manage and provide the Trimble Offering(s) to you pursuant to a Subscription, including without limitation providing you and your Users with requested technical support and addressing and preventing service or technical issues; (2) to transmit Customer Data for use by you and your designated customers for your respective business operations; (3) to use and disclose Customer Data as otherwise permitted pursuant to these Terms or your written or electronic consent or instructions (e.g., to your third party partners as directed by you); (4) to create Anonymized Data; and (5) to use Customer Data to develop, improve, enhance, maintain, and support the nature, quality and features of our and our affiliates’ products, software and services subject to our confidentiality obligations set forth hereunder and all applicable data protection laws, provided that we and our affiliates may so utilize such developed, improved, and enhanced products, software, and services during and after the term of your Subscription. These Terms will not, and will not be construed to, limit or impair our ability to use data independently received from a third party.

    You will not have access to Customer Data after termination or expiration of the Subscription term. If you replace a Trimble Offering with the products or services of another provider, you are responsible for all transition-related activities, including migration of Customer Data, as may be necessary. Any data migration or other transition related services provided by us must be mutually agreed and set forth in a written SOW and may be subject to additional fees.

  7. Data Accuracy and Compliance. You are responsible for your Customer Data, including its content, accuracy, completeness, and compliance with applicable data protection laws. You agree to provide accurate, current, and complete information. You represent and warrant that you have made all disclosures and have all rights, consents, and permissions necessary to use Customer Data with the Trimble Offerings for which you have purchased a Subscription and to grant to us the rights granted under these Terms, all without violating or infringing applicable laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or privacy policies that apply to the Customer Data. You are prohibited from providing us with data that is not requested by us in connection with our provision of the Trimble Offering to you, such as but not limited to health data, and will hold us harmless from any loss or damage that may result from your provision of such non-requested data to us.

  8. Disclaimer of Warranties. THE TRIMBLE OFFERING IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARDS TO THE TRIMBLE OFFERING, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE DO NOT WARRANT THAT THE TRIMBLE OFFERING WILL MEET ALL OF YOUR REQUIREMENTS. DATA MAY BE PROVIDED VIA WIRELESS, CELLULAR, OR INTERNET CONNECTION WHICH IS NOT PROVIDED BY US, WHICH MAY OR MAY NOT BE ENCRYPTED OR AVAILABLE AT ALL TIMES. DATA TRANSMITTED OVER SUCH CONNECTIONS MAY NOT BE COMPLETELY SECURE OR ERROR-FREE, AND YOU ACKNOWLEDGE AND ACCEPT THIS INHERENT RISK. WE DO NOT REPRESENT OR WARRANT THAT THE TRIMBLE OFFERING WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, COMPLETE OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. MAPS DATA MAY BE SOURCED FROM THIRD PARTIES AND MAY BE INACCURATE HOWEVER SOURCED. IN THE EVENT OF AN ERROR IN THE TRIMBLE OFFERING, YOUR SOLE AND EXCLUSIVE REMEDY IS FOR US TO RE-PERFORM THE AFFECTED SERVICES. IF YOU UTILIZE DATA FIELDS AVAILABLE IN A TRIMBLE OFFERING TO STORE DATA NOT REQUIRED FOR THE NORMAL USE AND OPERATION OF THE TRIMBLE OFFERING FOR ITS INTENDED PURPOSE, (i) YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR COMPLIANCE WITH LAWS, RULES AND REGULATIONS SPECIFIC TO SUCH DATA (E.G., HIPAA OR PCI RULES); AND (ii) YOU ASSUME ALL RISKS ASSOCIATED WITH, AND AGREE TO HOLD US HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RELATED TO OR ARISING FROM, YOUR USE OF DATA FIELDS TO STORE SUCH DATA. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS.

  9. Responsibility for Use. You are responsible and liable for all direct and indirect uses of Trimble Offerings, including all acts and omissions with respect to access and/or use, whether or not permitted by or in violation of these Terms. Information available in and through Trimble Offerings is subject to change without notice and does not represent our commitment or endorsement. Except as expressly set forth in these Terms, the Trimble Offerings are provided without warranty, express or implied. You assume full responsibility for any delay, expense, loss or damage that may occur as a result of the use of Trimble Offerings. Use of Trimble Offerings for route guidance is at your sole risk.

    Additionally, certain features of Trimble Offerings and Third Party Content, including the download of map data and SMS messaging, require connection to the Internet directly or through a wireless or cellular connection in order to function. You may incur data charges through our collection of information through, and from your use of, the Trimble Offerings, and we are not responsible for any incurred data charges. Roaming may also increase the data charges. You are solely responsible for obtaining any necessary Internet, data, or wireless subscription plans with your service providers, for any incurred subscription fees associated with such plans, and for compliance with their terms.

  10. Navigating and Route Calculation. Trimble Offerings are intended for use only as a tool for navigation or routing purposes. Using mobile applications while operating a vehicle can be distracting and dangerous and can lead to accidents and violations. Traffic, routings, and Data (including Map Data, Map Updates, and Location Data) may not be accurate or timely. You must respect locally applicable traffic rules and regulations and use Trimble Offerings with common sense. THE REALITY OBSERVED ON THE ROAD, INCLUDING ROAD SIGNAGE, ROAD MAINTENANCE, ROAD CONDITIONS, EMERGENCY PERSONNEL, AND TRAFFIC RULES AND REGULATIONS ALWAYS TAKE PRECEDENCE OVER THE INFORMATION PROVIDED BY NAVIGATION OR OTHER SOFTWARE AND ARE THE DRIVER’S RESPONSIBILITY. IF YOU MODIFY MAP DATA OR LOCATION DATA, YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH MODIFICATIONS ARE CORRECT AND ACCURATE, SUCH AS VERIFYING YOUR MODIFICATIONS ARE CONSISTENT WITH ROAD SIGNAGE, BRIDGE HEIGHTS AND DRIVING CONDITIONS. You agree to hold us, our affiliates, and their vendors and service providers harmless from and against, any consequences, liabilities, losses, and damages arising or resulting from using Trimble Offerings, or your changes to Map Data or Location Data, to route vehicles using the Trimble Offerings or your reliance on any information provided by the Trimble Offerings, including Map Data and Location Data, traffic data, and route calculations, over real-world situations and traffic rules and regulations.

    Trimble Offerings are provided for access for different areas in the world. You acknowledge and agree that you may not be able to access all or some of the same features, functionality, and content depending on where you are located in the world. Access to the Trimble Offerings may not be legal by certain persons or in certain countries. At all times, you are responsible for compliance with local laws, rules, and regulations.

  11. Limitation of Liability. IN NO EVENT WILL TRIMBLE, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, LOSS OR INTERRUPTION OF BUSINESS, OR DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED BY THE TRIMBLE OFFERING, REGARDLESS OF THE LEGAL THEORY ASSERTED OR WHETHER A CLAIM IS BROUGHT IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY) OR OTHER THEORY, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE LEGAL THEORY ASSERTED OR WHETHER A CLAIM IS BROUGHT IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY) OR OTHER THEORY, EXCEED THE FEES ACTUALLY PAID BY YOU FOR YOUR SUBSCRIPTION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST ASSERTION OF ANY CLAIM.

    THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR OUR PROVISION OF TRIMBLE OFFERINGS TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

  12. Indemnification. You agree to 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 claims, costs of defense, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of a Trimble Offering, or your use of any information, reports, or content obtained from a Trimble Offering, except to the extent due to our gross negligence or willful misconduct, or an accident in which one of your vehicles is involved connection with which a Trimble Offering or related installable software is installed and/or used. Notwithstanding the foregoing or anything contained herein to the contrary, it is expressly agreed that route guidance, inaccuracy of Maps Data, or any information or errors provided by the Trimble Offering’s algorithms or system, will not be deemed negligence, gross negligence or willful misconduct and we will have no liability whatsoever therefore.

  13. Privacy. You acknowledge that you have read and agree to (1) Trimble’s Privacy Policy, located at https://www.trimble.com/privacy or a successor URL, and (2) the Trimble Maps Privacy Policy Supplement, located at or https://maps.trimble.com/privacy or a successor URL, each of which may be updated from time to time and without notice.

  14. U.S. Government Restricted Rights. With respect to use of the Trimble Offering, including software licenses or subscriptions acquired by or on behalf of the U.S. Government, such software is subject to RESTRICTED RIGHTS and is 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. § 227.7202-1 and § 227.7202-4 (for the Department of Defense). Trimble Offerings and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 C.F.R. § 12.212 or § 227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation may also be recognized as COTS items, readily available in the commercial part place as defined at 48 C.F.R. § 2.101. The Commercial Computer Software and Commercial Computer Software Documentation are licensed to the U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States. Use of the Trimble Offering by the U.S. Government constitutes acknowledgment of Trimble’s proprietary rights in the Trimble Offering.

  15. International and Export. The Trimble Offering is provided from the United States of America. Trimble makes no claim or representation that the Trimble Offering is appropriate, permitted, or available for use in locations outside the United States of America and Canada. Access to the Trimble Offering may not be legal by certain persons or in certain countries. You may not access or use the Trimble Offering in violation of any applicable laws or regulations. If you choose to access the Trimble Offering from locations outside the United States of America and Canada, you do so on your own initiative and are responsible for compliance with applicable local laws.

  16. Anti-Corruption Compliance. You, and any third party acting on your behalf, will comply with all applicable United States and international anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and others (collectively, “Anti-Corruption Laws”). You, and any third party acting on your behalf, will not directly or indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual or entity, where the intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage. You, and any third party acting on your behalf, also will not solicit or accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any of your acts or the acts of any third party acting on your behalf.

  17. Governing Law and Venue; Waiver of Jury Trial, Claims Period. These Terms will be governed exclusively by, and will be construed and enforced exclusively in accordance with, the laws of the State of Delaware, United States of America without regard to or application of its conflicts-of-laws provisions. Any legal proceeding arising out or relating to these Terms will be subject to the sole and exclusive jurisdiction of the United States District Court for the District of Delaware or any state court sitting in Wilmington, Delaware, to the exclusion of all other courts and venues, and each Party irrevocably consents to the sole and exclusive jurisdiction and venue of the United States District Court for the District of Delaware or any state court sitting in Wilmington, Delaware 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 THESE TERMS, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

    ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRIMBLE OFFERING MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  18. Changes to Terms. You are bound by the version of these Terms in effect on the date of each use of the Trimble Offering. Trimble reserves the right to update and change these Terms from time to time at its sole discretion. You may be required to accept the updated Terms before you can continue to use the Trimble Offering. Such acceptance, or your continued use of the Trimble Offering following the posting of any changes to the Terms at https://maps.trimble.com/external/saas-offering-terms-of-use or any successor URL, will confirm your acceptance of, and agreement to be bound by, the updated Terms. You are expected to check this URL from time to time so that you are aware of any changes, as they are binding on you. Notwithstanding the foregoing, any changes to the dispute resolution provisions set out in Section 18 above (“Governing Law and Venue; Waiver of Jury Trial; Claims Period”) will not apply to any disputes for which the parties have actual notice before the date that the updated Terms are posted on the Trimble Offering.

  19. Force Majeure. Except for payment obligations, each party will be excused from performance hereunder and not be liable to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. Performance times will be considered extended for a period of time equivalent to the time lost due to that delay. In the event that a force majeure condition restricts a party’s ability to substantially perform its obligations hereunder for a period of more than fifteen (15) consecutive business days, then either party will have the right to terminate the Subscription upon written notice to the non-terminating party.

  20. General Provisions. Except as otherwise specified herein, these Terms constitute the entire agreement between you and Trimble with respect to your use of the Trimble Offering and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Trimble with respect thereto. Any rights not otherwise expressly granted by these Terms are reserved by Trimble. You may not assign or otherwise transfer your Subscription to any third party (including an affiliate) without our express prior written consent. No waiver of any provision or breach of these Terms (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 these Terms, no rule of strict construction will be applied against either party. In the event any portion of these Terms are 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, such provision or portion thereof will be severable from these Terms, provided that the same will not affect in any respect whatsoever the remainder of these Terms. The parties have specifically requested that this agreement 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 Terms in any other language, the English language version controls. In the case of any violation of these Terms, Trimble reserves the right to seek all remedies available at law and in equity for such violations.

Last updated: October 10, 2025



Exhibit A – Supplemental Terms for Specific Trimble Offerings

  1. Vusion Solution.

A. Definitions.

“Vehicle” means a commercial truck or other vehicle for which we receive Vehicle Data provided by you or on your behalf.

“Vehicle Data” means the fuel, driver, location, and other Customer Data provided by you or on your behalf in connection with the Vusion solution.

B. Use of the Vusion Solution. We, in cooperation with you, will catalog required source Vehicle Data files and determine the method of transfer of source Vehicle Data files from your systems, personnel, or third-party vendors to us. These Vehicle Data files may include, but is not limited to, (i) vehicle tracking (latitude/longitude) position history, (ii) ECM data, (iii) fuel purchase history, (iv) dispatch load data, (v) tractor/vehicle information, and (vi) other files as mutually agreed. Source Vehicle Data does not include personally identifiable information other than driver name and driver ID. We will provide you with upload information and credentials, such as an FTP directory and password, for the purpose of collecting source Vehicle Data files, as required, to be used in our data processing and reporting. We may update the upload process from time to time in which event we will provide updated upload information and credentials to you. If you operate more than one tax reporting entity and require us to produce reports and maintain data for each fuel tax reporting entity separately, an add-on Subscription is required for each reporting entity.

We will process source Vehicle Data files utilizing proprietary data cleaning, quality control, and quality scoring methods to provide you with feedback about data quality and data usability, which we will provide through the Offering Portal. At our discretion, we may make tools available to you to assist with data clean-up and will use commercially reasonable efforts to ensure the accuracy of the calculations based on the Customer Data provided; however, the ultimate responsibility for data accuracy, data quality, and completeness of any filed tax return or report remains with you, and we are not responsible for errors or omissions in Customer Data.

If your Subscription includes our fuel tax reporting services, this paragraph applies to you. If you utilize a supported dispatch software platform, you will supply and coordinate the installation of a standard data extract program. Processed data files will be available through the Offering Portal to support daily or monthly analysis and reporting. We will maintain the International Fuel Tax Agreement (“IFTA”) & Road-Use tax rates and currency conversion rates to provide current information for IFTA and Road-Use tax filings. We will archive fuel tax reporting data used to prepare your IFTA and Road-Use tax filings (not including your source Vehicle Data) for periods required by IFTA, International Registration Plan (“IRP”) and the Road-Use tax jurisdiction statutes. We are not a data warehouse and should not be used as a primary repository of Vehicle Data. We will provide reasonable audit support for IFTA and Road-Use tax filings for audits to the extent such audit includes a period of time during which you used the Trimble Offering and such audit concerns tax filings prepared through the use of the Trimble Offering.

YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL TAX LAWS AND REGULATIONS RELATED TO FUEL TAXES AND MILEAGE REPORTING. THE TRIMBLE OFFERING IS A TOOL TO ASSIST YOU WITH THE PREPARATION OF TAX FILINGS, BUT IT DOES NOT CONSTITUTE TAX ADVICE. YOU ARE RESPONSIBLE FOR REVIEWING ALL TAX FILINGS WITH YOUR TAX ADVISOR BEFORE SUBMISSION.

C. Dependencies. Our ability to provide the Trimble Offering is dependent on, and you will hold us harmless from and against any liability or damage resulting or arising from our inability to provide the Trimble Offering to you or errors in the results from the Trimble Offering to the extent resulting from your failure to comply with, the following:

(i) You will provide access to the Vehicle Data required by us to provide the Trimble Offering to you. If a third-party resource is being used to extract Vehicle Data files, you will provide us with necessary authorization credentials for and access to data on that third-party resource, and represent that you have all rights necessary to allow us to use such credentials to access such third-party resource.

(ii) You will provide reasonable and timely access to your personnel to discuss data, reports, and support inquiries related to the services provided by us to you through the Trimble Offering.

(iii) You will maintain archive copies of all source documents necessary to support tax filings. These include without limitation: (i) detailed vendor-generated invoice listing of all fuel card purchases, (ii) physical receipts for cash fuel purchases, (iii) vendor delivery and tractor-specific withdrawal receipts for terminal fuel activities (if any), (iv) toll receipts and/or toll statements documenting toll charges and/or toll miles traveled in New York or Massachusetts, (v) trip origin/destination points, (vi) bill of lading/load tickets, (vii) registration trip permits, (viii) equipment lists, and (ix) decal reconciliation. You will provide copies of source documents to us as reasonably required by us to provide the Trimble Offering or to assist you with an audit.

(iv) You will ensure fuel transaction data, whether provided by you or on your behalf or by any third party, conforms to IFTA detail requirements including, but not limited to, accurate designation of quantity (gallons, liters, DGE, GGE) at an individual transaction level.

(v) You will provide all reasonably requested input, guidance, and approvals. You and not Vusion are responsible for timely submitting tax returns to the appropriate taxing authority.

  1. PC*MILER Web Services and Trimble Maps Platform.

A. Restrictions. In the course of your and your Users’ use of the Trimble Offerings you and your Users will not:

(1) use the Trimble Offering in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Terms;

(2) use the Trimble Offering for the purposes of any automated vehicle control system, or for any driver-assisted navigation system that presents individual turning maneuvers to end users synchronized with the end user’s position more precisely than one (1) mile or one (1) minute. You and your Users understand that the Trimble Offering is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Trimble will not be liable and for which you agree to be liable;

(3) sell, lease, sublicense, assign or otherwise transfer the Trimble Offering, any rights to the Trimble Offering or access thereto without Trimble’s prior, express, written permission;

(4) use the Trimble Offering in a manner that exceeds reasonable request volume or constitutes inefficient, excessive or abusive usage, defined as submitting, in any hour, requests that exceed (a) monthly contracted transaction volume divided by eighty (80), or (b) fifteen thousand (15,000) requests, whichever is greater (“Excessive Usage”);

(5) extract and publish, or allow other users to extract and publish, any data contained in or produced by the Trimble Offering, unless each recipient of such data is currently licensed for that data by Trimble;

(6) transmit street-level driving directions determined through the use of the Trimble Offering through mobile communications systems without first executing a written supplemental license agreement with Trimble Maps and paying the license fee that corresponds to the number and types of devices and systems to and through which transmission is to be permitted;

(7) make any disclosure of the Trimble Offerings, including, but not limited to, program output, to anyone outside the legal entity that paid for and holds this license, without prior written permission of Trimble Maps;

(8) use the Trimble Offering in a manner that automatically refreshes the end user’s screen more than once every 60 seconds;

(9) cache routes produced or derived from the Trimble Offering, or fail to clear from memory within forty-eight (48) hours any cache of routes made in disregard of this requirement without specifically licensing such use from Trimble;

(10) use the Trimble Offering to track vehicles or other mobile assets without specifically licensing for such use from Trimble;

(11) use the Trimble Offering to display routes created by a commercial routing application created by an entity other than Trimble without specifically licensing such use from Trimble;

(12) use routing produced or derived from the Trimble Offering with a commercial mapping application created by an entity other than Trimble without specifically licensing such use from Trimble;

(13) display information produced or derived from the Trimble Offering without including attribution to “Trimble” and other copyright and proprietary rights notices of Trimble and its licensors, if any, on same screen display;

(15) directly, or indirectly, cause or allow any of the foregoing to occur.

In the event that you violate any of the terms or conditions set forth above or any other term or condition set forth in these Terms, you acknowledge that Trimble will have the right, at its sole discretion, to suspend the license granted herein until cure satisfactory to Trimble.

  1. Appian Customer Communication Manager.

A. Twilio Policies. For the use of Customer Communications Manager (“CCM”), You agree that your use of the Product is subject to acceptance and compliance with the following third-party provider policies:

Further, You will be liable to Trimble for any and all liability incurred by Trimble resulting from Your acts, omissions and activities, including, any third-party infringement claims alleging that Your use of any non-Trimble software or service that You utilize in association with the Product has resulted in a misappropriation or infringement of any third-party intellectual property rights.