Last Modified: March 11, 2020

Subject to your compliance with these Terms of Use, Trimble Transportation Enterprise Solutions, Inc. (“we”, “us”, or “our”) grants the user installing, using and/or accessing the Visibility Drive software application and/or database (together with the user guide or other documentation for the application or database, the “App”, and such user, “you” or “your”), a limited, revocable, non-assignable, non-exclusive, and non-transferable license to download, install, access, and use the App for your internal business purposes. You represent that you are legally able to accept these Terms of Use. You accept these Terms of Use by either (a) acknowledging your acceptance if prompted; and/or (b) installing, using and/or accessing the App. If you do not agree with these Terms of Use, you must uninstall this App.

If you use the App to transmit data (“Your Data”), you agree that you will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Data. Your Data will remain your property, but you grant us a perpetual, irrevocable (to the greatest extent permitted by law) right and license both (1) to share Your Data with our customers for whom you provide services, and (2) to anonymize Your Data, to aggregate Your Data with data from other sources, and to use (and allow our affiliates to use) such aggregated and anonymized data, as well as data regarding your use of our products and services and summary or derivative information based thereon, for our and our affiliates’ analytical and other business purposes; provided that you will not be identified as the source of such information. You will use the App in compliance with all applicable federal, state and local laws, rules, regulations, codes and ordinances. You are responsible for providing and maintaining the necessary hardware, software and connectivity to install and use the App.

The App is licensed to you, not sold, and you acquire no ownership interest through your use of the App. We and/or our licensors are the owners of all right, title and interest, including intellectual property rights, in the App and any improvements, modifications and changes to the App. The App and the content on or accessed via it are protected by copyright and other intellectual property laws and treaties around the world, including without limitation copyright and trademark laws. You may not modify, translate, adapt or otherwise create derivative works or improvements (whether or not patentable) of the App. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive or gain access to the source code of, modify, or create derivative works of the App, any updates or upgrades, or any part thereof. You may not remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the App, including any copy thereof. Trimble, 10-4 Systems, and/or any other names of products or services provided by us and/or referred to on or through the App are either trademarks or registered trademarks of Trimble Inc. and/or Trimble Transportation Enterprise Solutions, Inc.

You acknowledge that when you download, install, or use the App, we may use automatic means to collect information about your device and about your use of the App. All information we collect through the App is governed by the Privacy Policy applicable to the App. A link to the Privacy Policy is available through the App.

If you violate these Terms of Use, your right and license to use the App granted herein will automatically terminate. Termination will be in addition to, and not in lieu of, any equitable or legal remedies available to use for your breach. Upon termination, you will immediately cease using or accessing, and uninstalling any copies of, the App and will irretrievably delete any copies of the App located on your devices.

THE APP AND ALL DATA CONTAINED OR ACCESSIBLE THEREIN ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APP, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND, THAT ALL “PUSH” MESSAGES OR OTHER NOTIFICATIONS OR COMMUNICATIONS PROVIDED THROUGH THE APP WILL BE DELIVERED, OR THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER APP, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS OR LOSS OF PROFITS RESULTING FROM THE USE OF THE APP. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

We reserve the right to amend or modify these Terms of Use, or any portion of these Terms of Use. In the event of an amendment or modification, we will notify you of the updated version of the Terms of Use, e.g., via notice through the App. If you do not want to agree to the updated version, you must terminate these Terms of Use by uninstalling the App within ten (10) calendar days of the date notice of the change is sent to you. Otherwise, you will be deemed to have accepted the updated version of the Terms of Use, and the prior version of the Terms of Use will be superseded by the updated version of the Terms of Use.

These Terms of Use, together with the App Privacy Policy, constitutes the entire agreement of the parties with respect to your installation, use and/or access to the App, and supersedes any prior or contemporaneous oral or written disclosures or representations by us. The limited rights granted to you under these Terms of Use are for your sole benefit, and are not to be construed as conferring any rights on any other person or entity. You may not assign your rights granted under these Terms of Use to any other person or entity. These Terms of Use (including any dispute arising under or interpretation of), and any matters arising out of your use of, access to, or inability to use or access the App shall be governed by the laws of the State of Ohio in the United States of America without regard to or application of any choice-of-law or conflict-of-laws principles, provisions, or rules thereof. You agree that any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the App shall be instituted exclusively in the federal or state courts of Cuyahoga County, Ohio, United States of America, and you waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You agree that no provision of the Uniform Computer Information Transactions Act (“UCITA”) is intended to apply to the interpretation of these Terms of Use, whether or not UCITA is enacted in the State in which the law governs these Terms of Use. No waiver of any provision or breach of these Terms of Use (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. Any failure by us to enforce any of our rights under these Terms of Use or any applicable laws will not constitute a waiver of such right. If any provision of these Terms of Use is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms of Use will continue in full force and effect. We may engage the services of subcontractors or agents in connection with the App. You may not assign your rights under these Terms of Use without our prior written permission and any attempt by you to do so shall be void. We may assign our rights and responsibility hereunder without notice.