“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests, and “control” means the power to direct the management or affairs of an entity.
“Anonymized Data” means any data collected in connection with the Product(s) (including Customer Data) that has been aggregated and/or de-identified in such a manner that neither Customer nor any of its Authorized Users or any other individual can be identified from the data when it is shared outside of Trimble or its Affiliates.
“Authorized User” means (a) any employee or contractor of Customer that Customer allows to use the Product(s) for its sole benefit, and/or (b) any other party(ies) expressly permitted to be “Authorized Users” in this Agreement (including the Order or any Product-Specific Terms), if any.
“Customer Data” means any information, documents, materials, or other data of any type that is input by or on behalf of Customer into the Product(s), including without limitation information or data that is submitted manually by Authorized Users or through a Third-Party Platform, or that Customer may provide to Trimble in connection with receipt of Support.
“Documentation” means Trimble’s then-current usage guidelines and standard technical documentation applicable to the Product(s).
“High Risk Activities” means any mission critical, hazardous, strict liability or other activity(ies) where use or failure of the Product(s) could lead to death, personal injury or physical or environmental damage. Examples of High Risk Activities include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, autonomous vehicles, air traffic control, emergency services, weaponry systems. High Risk Use does not include utilization of Cloud Service for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.
“Law(s)” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.
“License Keys” means electronic passwords or other enabling mechanisms provided for use with Software.
“Order” means (a) any ordering documents, proposals, quotations, sales agreement or similar documents issued by Trimble or executed by both parties or, or (b) any Trimble-issued entitlement confirmation or online order acknowledgement, in each case of (a) or (b) for the Product(s) or Support for Software.
“Product(s)” means the applicable Software or Service.
“Product Policies” means the applicable Support Terms, acceptable use policies, service level commitments, or other policies referenced in this Agreement (including, without limitation, the Order or Product-Specific Terms) for a Product.
“Professional Services” means any training, enablement, configuration or other professional consulting services provided by Trimble related to the Product(s), as identified in the Order.
“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws.
“Service” means a Trimble proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Service includes Documentation but does not include Third-Party Materials or Third Party Platforms.
“Software” means the object code form of Trimble’s proprietary installed software product, as identified in the relevant Order. The Software includes the Documentation, and any maintenance releases of the same Software product provided by Trimble (or a Reseller) to Customer under this Agreement, and optional software component module(s) that provides specific features and functionality enhancements for the Software not available in the standard configuration of the Software. Software does not include Third-Party Materials or Third Party Platforms.
“Support” means the Service Support or Software Support, as applicable.
“Support Terms” means the Service Support Terms or Software Support Terms, as applicable.
“Third-Party Materials” means any third-party data, content or proprietary software.
“Third-Party Platform” means any platform, add-on, service or product not provided by Trimble that Customer elects to integrate or enable for use with the Product(s).
“Trimble” means the Trimble entity identified in Section 16.15 (Trimble Entity; Governing Law and Venue); provided that (ii) for purchases made through a Reseller located in the United States, “Trimble” means Trimble Inc., and (iii) for purchases made through a Reseller located outside the United States, “Trimble” means Trimble Europe B.V.
“Usage Limitations” means Customer’s authorized scope of use for the Product(s) as specified in the applicable Order or Product-Specific Terms, which may include any user, seat, copy, instance, CPU, computer, field of use, location or other restrictions.
“Utilization Term(s)” means the period of time, as identified in an Order, for which Customer is at any point in time currently authorized to use a Service or licensed to use a Software (including if perpetual).