SOFTWARE END USER LICENSE AGREEMENT
Version 1.1 (Updated December 15
2016)
important, Read this agreement carefully. BY
INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS
ENFORCEABLE LIKE ANY WRITTEN AGREEMENT.
IF
YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE OR ACCESS THE
SOFTWARE. IF YOU HAVE PAID A LICENSE FEE
FOR USE OF THE SOFTWARE AND DO NOT AGREE TO THESE TERMS, YOU MAY RETURN THE
SOFTWARE (ALONG WITH ANY HARDWARE ON WHICH IT WAS EMBEDDED, IF APPLICABLE) FOR
A FULL REFUND PROVIDED YOU (a) DO NOT USE THE SOFTWARE AND (b) RETURN THE
SOFTWARE WITHIN THIRTY (30) DAYS OF YOUR INITIAL PURCHASE.
IF YOU WISH TO USE the Software AS AN EMPLOYEE,
CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU
MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS
OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
If an executed agreement exists between you and
Trimble at any time regarding the Software, the terms of that agreement shall
supersede the terms of this Agreement in its entirety. Thus, if you enter into
a separate written agreement with Trimble regarding the Software, that
agreement (not this one) will control your use of the Software; and further if
that agreement is terminated, you will not have the right to use the Software
under the terms of this Agreement after termination.
This
Software End User License Agreement (“Agreement”)
is between Trimble Inc., located at 935 Stewart Drive, Sunnyvale, CA 94085 USA,
or the affiliate identified on the Order Form, and its affiliates (“Trimble”) and the customer (individual
or entity) that has downloaded or otherwise procured the licensed Software (as
defined below) for use as an end user (“you”).
This Agreement covers any Software and supporting user or technical
documentation provided with the Software (“Documentation”).
1.
Definitions.
“Effective Date” means the earlier of
the date you sign an Order Form or the date on which the Software is first made
available to you.
“Order Form” means
any order which is entered into by Trimble (or an authorized Trimble
distributor or reseller) and you under which you are provided the Software.
Each Order Form for the Software shall be deemed a part of this Agreement. This
Agreement is binding on you whether or not you executed an Order Form with
Trimble. Order Forms may not vary the terms of this Agreement. Only a written
agreement, signed by Trimble (not a Trimble distributor or reseller) may vary
the terms of this Agreement.
“Software” means
the Trimble software product(s) for desktop, mobile, server or other computing
devices(including without limitation, Vico, Prolog, Proliance desktop, WinEst,
or Modelogix software) or firmware provided in connection with this Agreement
in object code form, in each case as specified in any related Order Form.
“Software” shall also include any releases provided to or purchased by you
under any separate support and maintenance agreement you may enter into with
Trimble. Unless otherwise noted, the Software and Documentation are referred to
collectively herein as “Software.”
“Third-Party Software”
means any third-party software that is provided to you by Trimble under
separate terms and conditions.
“Trimble Supplier” means
either Trimble or an authorized distributor or reseller of Trimble products or
services which has entered into an Order Form with you.
2.
License.
2.1.
Grant of License. Subject
to all of the terms and conditions of this Agreement, Trimble grants you a non-transferable,
non-sublicensable, non-exclusive license to use the Software in
machine-readable form on any computer and operating system for which it was
intended, but solely: (a) for your own internal business purposes; (b) in
accordance with the Documentation; and (c) in accordance with any additional
license term, subscription term or other user, seat, computer, field of use,
location or other restrictions set forth in the applicable Order Form or
otherwise specified upon purchase.
2.2.
Installation and Copies.
Trimble shall make available the Software by disk, other media, download in
electronic form, or as embedded in a device. Trimble shall also provide you
with electronic passwords or other enabling mechanisms if necessary to permit
the licensed usage of the Software. All licenses shall commence, and delivery
shall be deemed to occur, as of the Effective Date (or, if later, such date on
which the Software and license keys are first made available to you). If your
Order Form is with a Trimble distributor or reseller, that distributor or
reseller (and not Trimble) is solely responsible for delivery to you and
Trimble has no liability for any failure to deliver. If the Software requires license keys to
operate as licensed to you, the applicable Trimble Supplier will deliver such
license keys to you.
2.3.
Software Intended to be Installed on Computers. You may copy and install on your computers for
use only by your employees the number of copies of the Software for which you
have paid the applicable license fee and, if any, the location specified on any
Order Form (“Site”). You may transfer
the Software from one computer to another computer provided that the computer
to which the Software is transferred is located at the Site and the Software is
completely removed and de-installed from the prior computer. If you are permitted to install the Software
on a network server, and you transfer the Software from the Site to a new
location, you must provide Trimble with written notice of the new Site prior to
such transfer. You may also make a
reasonable number of copies of the Software for back-up and archival purposes.
This Section 2.3
does not apply to any Software embedded on devices.
2.5.
Evaluation Software. Subject to the terms and conditions of this
Agreement and during the term of this Agreement, Trimble may, in its
discretion, provide you with pre-release, beta or other Software on an
evaluation basis (“Evaluation Software”). You may use Evaluation Software solely for
internal evaluation purposes for 30 days from receipt of the Evaluation
Software (unless otherwise agreed by Trimble in writing) (the “Evaluation Period”). Unless you pay the
applicable license fee for the Software, the Evaluation Software may become
inoperable and, in any event, your right to use the Evaluation Software
automatically expires at the end of the Evaluation Period. Evaluation Software
shall be subject to all restrictions on Software set forth in this Agreement.
You shall treat all Evaluation Software as Confidential Information of Trimble
and shall return or destroy any copies of Evaluation Software upon expiration
of the applicable Evaluation Period. Any
and all suggestions, reports, ideas for improvement and other feedback of any
type you provide regarding the Evaluation Software are the sole property of
Trimble, and Trimble may use such information in connection with any of its
products or services without any obligation or restriction based on
intellectual property rights or otherwise.
You acknowledge that all Evaluation Software is provided “AS IS” and may
not be functional on any machine or in any environment. THE WARRANTIES OF SECTION 7 DO NOT APPLY TO
EVALUATION SOFTWARE. TRIMBLE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES RELATING
TO THE EVALUATION SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
2.6.
Educational Versions. Notwithstanding anything in this Agreement to
the contrary, if Trimble identifies the Software as an "Educational
Version", you may install and access one (1) copy of the Software on one
(1) computer, only for educational purposes and for no other purpose. Without
limiting the foregoing, Educational Versions of the Software may not be used
for commercial, professional, commercial training or other for-profit purposes.
3.
Software
Activation and Metering; Consent to Use of Data.
3.1.
Software Activation and Metering. Trimble may use your internal network and
Internet connection for the purpose of transmitting license-related data at the
time of installation, registration, use or update of the Software and for
validating the authenticity of the license-related data in order to register
your Software and protect Trimble against unlicensed or illegal use of the
Software.
Trimble may include in the Software, a built-in
license metering technology that helps you avoid any unintentional violation of
this Agreement. You acknowledge that
such metering module may send Trimble on-line notification confirming use of
the Software. You will not disable,
modify or interfere with the operation of any such module. Trimble may use your
internal network for license metering.
Trimble will use information obtained per this
Section 3.1 only for the purpose stated in this Section 3.1.
4.
Ownership. Notwithstanding anything to the contrary
contained herein, except for the limited license rights expressly provided
herein, Trimble and/or its suppliers, as applicable, have and will retain all
rights, title and interest (including, without limitation, all patent,
copyright, trademark, trade secret and other intellectual property rights) in
and to the Software and all copies, modifications and derivative works thereof
(including any changes which incorporate any of your ideas, feedback or
suggestions). You acknowledge that you are obtaining only a limited license
right to the Software and that irrespective of any use of the words “purchase”,
“sale” or like terms hereunder no ownership rights are being conveyed to you
under this Agreement or otherwise.
5.
Payment. You shall pay all fees associated with the
Software licensed and any services purchased hereunder as set forth in the
applicable Order Form. All payments
shall be made in U.S. dollars within thirty (30) days of your receipt of the
applicable invoice, unless otherwise specified in writing by the Trimble
Supplier. Except as expressly set forth herein, all fees are non-refundable
once paid. You shall be responsible for all taxes, withholdings, duties and
levies arising from the order (excluding taxes based on the net income of the
Trimble Supplier). Any late payments shall be subject to a service charge equal
to 1.5% per month of the amount due or the maximum amount allowed by law,
whichever is less.
6.1.
Term. This Agreement is
effective as of the Effective Date and expires at such time as all license and
service subscriptions hereunder have expired in accordance with their own terms
(e.g., in accordance with a term specified on an Order Form) (the “Term”). Either party may terminate this
Agreement (including all related Order Forms) if the other party: (a) fails to
cure any material breach of this Agreement within thirty (30) days after
written notice of such breach; (b) ceases operation without a successor; or (c)
seeks protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition or comparable proceeding, or if any such proceeding is
instituted against such party (and not dismissed within sixty (60) days). If
you have entered into a separate written agreement with Trimble which governs
the Software and that agreement is terminated, then this Agreement
automatically terminates and you shall no longer have any right to use the
Software. Termination is not an exclusive remedy and the exercise by either
party of any remedy under this Agreement will be without prejudice to any other
remedies it may have under this Agreement, by law, or otherwise. For clarity,
even if you have entered into an Order Form with a Trimble distributor or
reseller, you agree that Trimble is a third party beneficiary to that Order
Form and has the right to terminate this Agreement as set forth in this Section
6 (Term of
Agreement).
6.2.
Termination.
Upon any expiration or termination of this Agreement, you shall cease any and
all use of any Software and destroy all copies thereof and so certify to
Trimble in writing.
6.3.
Survival. Sections 2.4 (License
Restrictions), 4 (Ownership), 5
(Payment), 6.3
(Survival), 7 (Limited Warranty and Disclaimers), 10
(Limitation of Remedies and Damages), 11
(Confidential Information), 12 (Export
Compliance; Compliance with Laws), and 13
(General) shall survive any termination or expiration of this Agreement.
7.
Limited Warranty and Disclaimers.
7.1.
Limited Warranty. Unless Trimble agrees otherwise in the Order
Form, Trimble warrants to you that for a period of ninety (90) days from the
Effective Date (the “Warranty Period”)
the Software shall operate in substantial conformity with the Documentation.
Trimble does not warrant that your use of the Software will be uninterrupted or
error-free or that any security mechanisms implemented by the Software will not
have inherent limitations. Trimble’s sole liability (and your exclusive remedy)
for any breach of this warranty shall be, in Trimble’s sole discretion, to use
commercially reasonable efforts to provide you with an error-correction or
work-around which corrects the reported non-conformity, or if Trimble
determines such remedies to be impracticable within a reasonable period of
time, to refund the license fee paid for the Software. A Trimble Supplier other than Trimble may
fulfill Trimble’s warranty obligations hereunder on behalf of Trimble. Trimble Suppliers shall have no obligation
with respect to a warranty claim unless notified of such claim within the
Warranty Period.
7.2.
Exclusions. The above
warranty shall not apply: (a) if the Software is used with hardware or software
not specified in the Documentation; (b) if any modifications are made to the
Software by you or any third party; (c) to defects in the Software due to
accident, abuse or improper use by you; or (d) to Software provided on a no
charge or evaluation basis.
7.3.
Disclaimer of Warranties. THIS
SECTION 7 IS A LIMITED WARRANTY AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION 7, THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS.” NEITHER TRIMBLE
NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF title, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. YOU MAY HAVE OTHER
STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF
STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED
WARRANTY PERIOD. TRIMBLE MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD
PARTY COMPONENTS OF THE SOFTWARE.
7.4.
Warnings; Additional Disclaimers. TECHNICAL SOFTWARE
ARE TOOLS INTENDED
TO BE USED
BY TRAINED PROFESSIONALS
ONLY. THEY ARE NOT SUBSTITUTES
FOR YOUR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING. DUE TO THE LARGE VARIETY
OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN
ALL SITUATIONS UNDER WHICH IT MAY BE USED. ANY USE BY YOU OF THE SOFTWARE OR ANY
CONSTRUCTION MODELS CREATED USING THE SOFTWARE IS SOLELY AT YOUR OWN RISK AND YOU
AGREE THAT TRIMBLE WILL HAVE NO LIABILITY FOR SUCH USE. TRIMBLE SHALL NOT BE
LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE
SOFTWARE. yOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF
THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE
DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION OF THE
SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. yOU ARE ALSO
RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING
THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT.
8.
Support & Maintenance. Trimble
shall provide the support and maintenance services, if any, as separately
purchased by you and specified in the applicable Order Form. All support and
maintenance shall be provided pursuant to Trimble’s standard service terms
which are available upon request from Trimble. Trimble Suppliers may provide
additional support services under separate written agreement, but Trimble is
not responsible for any such support unless it is the contracting party.
9.
Professional
Services. The Trimble Supplier shall provide the number of
person-days, if any, of professional consulting services (“Professional Services”) purchased in the applicable Order Form and
related Statement of Work. If Trimble is providing Professional Services,
unless agreed in a separate written agreement, all Professional Services shall
be provided pursuant to Trimble’s standard service terms which are available
upon request from Trimble. If your Order Form is with a Trimble Supplier other
than Trimble, that party (and not Trimble) is solely responsible for providing
Professional Services and Trimble has no liability related to such services.
10.
Limitation
of Remedies and Damages.
10.1. NEITHER Trimble
NOR ITS suppliers SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF
SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS),
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY
OF SUCH DAMAGES IN ADVANCE.
10.2. NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, TRIMBLE AND ITS SUPPLIERS’ ENTIRE
LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID
BY YOU TO TRIMBLE UNDER THIS AGREEMENT.
10.3. THE
SOFTWARE IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED
FOR USE IN LIFE SUPPORT, MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT
LIABILITY OR HAZARDOUS ACTIVITIES (“HIGH
RISK ACTIVITIES”). TRIMBLE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU REPRESENT AND WARRANT THAT YOU
WILL NOT USE THE SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES,
AND AGREE THAT TRIMBLE WILL HAVE NO LIABILITY FOR USE OF THE SOFTWARE IN HIGH
RISK ACTIVITIES. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TRIMBLE FOR ANY
DAMAGES, LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.
10.4. The
parties agree that the limitations specified in this Section 10 will survive
and apply even if any limited remedy specified in this Agreement is found to
have failed of its essential purpose.
11.
Confidential
Information.
Any software, documentation or technical information provided by Trimble (or
its agents) shall be deemed “Trimble Confidential Information” without any
marking or further designation. Except as expressly authorized herein, you will
hold in confidence and not use or disclose any Trimble Confidential
Information. You acknowledge that disclosure of Trimble Confidential
Information would cause substantial harm to Trimble that could not be remedied
by the payment of damages alone and therefore that upon any such disclosure by
you, Trimble shall be entitled to appropriate equitable relief in addition to
whatever remedies it might have at law.
12.
Export
Compliance; Compliance with Laws.
12.1. Export
Compliance. You acknowledge that the Software may be
subject to export restrictions by the United States government and import
restrictions by certain foreign governments. You shall not, and shall not allow
any third party to, remove or export from the United States or allow the export
or re-export of any part of the Software or any direct product thereof: (a)
into (or to a national or resident of) any embargoed or terrorist-supporting
country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders
or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to
any country to which such export or re-export is restricted or prohibited, or
as to which the United States government or any agency thereof requires an
export license or other governmental approval at the time of export or
re-export without first obtaining such license or approval; or (d) otherwise in
violation of any export or import restrictions, laws or regulations of any United
States or foreign agency or authority. You agree to the foregoing and warrant
that you are not located in, under the control of, or a national or resident of
any such prohibited country or on any such prohibited party list. The Software
is further restricted from being used for the design or development of nuclear,
chemical, or biological weapons or missile technology, or for terrorist
activity, without the prior permission of the United States government.
12.2. Compliance
with Laws. You are
responsible for complying with all applicable laws, regulations and codes of
practice in your use of the Software and any results derived from the Software.
13.1. Assignment. This Agreement will bind and
inure to the benefit of each party’s permitted successors and assigns. Trimble
may assign this Agreement to any affiliate or in connection with a merger,
reorganization, acquisition or other transfer of all or substantially all of
Trimble’s assets or voting securities related to the subject matter of this
Agreement. You may not assign or transfer this Agreement, in whole or in part,
without Trimble’s written consent. Any attempt to transfer or assign this
Agreement without such written consent will be null and void.
13.2. Severability. If any provision of this
Agreement shall be adjudged by any court of competent jurisdiction to be
unenforceable or invalid, that provision shall be limited to the minimum extent
necessary so that this Agreement shall otherwise remain in effect.
13.3. Governing Law; Jurisdiction and Venue.
13.3.1.
Unless you obtained this Software in Canada or
the European Union, this Agreement is governed by the laws of the State of
California and the United States without regard to conflicts of laws provisions
thereof, and without regard to the United Nations Convention on the
International Sale of Goods. In such
case the jurisdiction and venue for actions related to the subject matter
hereof are the State of California and United States federal courts located in Santa
Clara County, California, and both parties hereby submit to the personal
jurisdiction of such courts.
13.3.2.
If you obtained this Software in Canada, this
Agreement is governed by the laws of the Province of Ontario, Canada, excluding
its rules governing conflicts of laws and without regard to the United Nations Convention
on the International Sale of Goods. In
such case jurisdiction and venue for actions related to the subject matter
hereof are the courts of the Judicial District of York, Province of Ontario and
both parties hereby submit to the personal jurisdiction of such courts.
13.3.3.
If you obtained this Software in the European
Union, this Agreement is governed by the laws of The Netherlands, excluding its
rules governing conflicts of laws and without regard to the United Nations
Convention on the International Sale of Goods. In such case jurisdiction and
venue for actions related to the subject matter hereof are the courts of Amsterdam,
The Netherlands and both parties hereby submit to the personal jurisdiction of
such courts.
13.4. Notices and Reports. Any notice or
report hereunder shall be in writing. If to Trimble, such notice or report
shall be sent to Trimble at the address above to the attention of “Legal
Department”. If to you, such notice or report shall be sent to the address you
provided upon placing your order. Notices and reports shall be deemed given: (a)
upon receipt if by personal delivery; (b) upon receipt if sent by certified or
registered U.S. mail (return receipt requested); or (c) one day after it is
sent if by next day delivery by a major commercial delivery service.
13.5. Amendments; Waivers. No supplement,
modification, or amendment of this Agreement shall be binding, unless executed
in writing by a duly authorized representative of each party to this Agreement.
No waiver will be implied from conduct or failure to enforce or exercise rights
under this Agreement, nor will any waiver be effective unless in a writing
signed by a duly authorized representative on behalf of the party claimed to
have waived.
13.6. Entire
Agreement. This Agreement is the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels
all previous written and oral agreements and communications relating to the
subject matter of this Agreement. No provision of any purchase order or in any
other business form employed by you will supersede the terms and conditions of
this Agreement, and any such document issued by a party hereto relating to this
Agreement shall be for administrative purposes only and shall have no legal
effect.
13.7. Independent Contractors. The parties to
this Agreement are independent contractors. There is no relationship of
partnership, joint venture, employment, franchise or agency created hereby
between the parties. Neither party will have the power to bind the other or
incur obligations on the other party’s behalf without the other party’s prior
written consent.
13.8. Force Majeure. Neither party shall be
liable to the other for any delay or failure to perform any obligation under
this Agreement (except for a failure to pay fees) if the delay or failure is
due to unforeseen events, which occur after the signing of this Agreement and
which are beyond the reasonable control of the parties, such as strikes,
blockade, war, terrorism, riots, natural disasters, refusal of license or
changes in law or regulations by the government or other governmental agencies,
in so far as such an event prevents or delays the affected party from
fulfilling its obligations and such party is not able
to prevent or remove the force majeure event at reasonable cost.
13.9. Audit. Upon Trimble’s written request, you shall
certify in a signed writing that your use of the Software is in full compliance
with the terms of this Agreement (including any restrictions in the applicable
Order Form). Trimble, or its authorized
representative, may, upon prior reasonable notice of at least ten (10) days, inspect
and audit your records and use of the Software to confirm your compliance with
this Agreement. All such inspections and
audits will be conducted during regular business hours and in a manner that
does unreasonably interfere with your business activities. You are responsible for such audit costs only
in the event the audit reveals that your use is not in accordance with the
licensed scope of use and for unpaid license fees.
13.10. Publicity/Press
Releases.
Trimble may advertise verbally and in writing
that you are a customer of Trimble subject to any trademarks and service marks
guidelines you provide us. Nothing herein shall grant either party any right,
title or interest in the other party’s trademarks or service marks. With your
consent, which may not be unreasonably withheld or delayed, Trimble may issue a
press release describing the parties’ relationship under this Agreement.
You shall not issue or make any press releases,
publications or public references regarding your relationship with Trimble
unless you first inform Trimble of such proposed publicity, submit all proposed
publicity materials to Trimble for review and obtain Trimble’s prior consent in
writing, in each particular instance.
13.11. Government
End-Users. The Software is commercial computer
software. If the user or licensee of the
Software is an agency, department, or other entity of the United States
Government, the use, duplication, reproduction, release, modification,
disclosure, or transfer of the Software, or any related documentation of any
kind, including technical data and manuals, is restricted by a license
agreement or by the terms of this Agreement in accordance with Federal
Acquisition Regulation 12.212 for civilian purposes and Defense Federal
Acquisition Regulation Supplement 227.7202 for military purposes. The Software
was developed fully at private expense. All other use is prohibited.
13.12. Third-Party Software. If designated in
the Documentation, the Software may contain or be provided with certain
Third-Party Software (including Open Source Software or other software which
may be made available to you in source code form). Such Third-Party Software is
not licensed hereunder and is licensed pursuant to the terms and conditions (“Third-Party License”) indicated in the
Documentation, via a click through acceptance of terms and conditions, and/or
on the Third-Party Software. Except as
may be set forth in the Third-Party License, neither Trimble nor Trimble
Suppliers offer any warranty in connection with any Third-Party Software and
neither Trimble nor Trimble Suppliers shall be liable to you for such
Third-Party Software. “Open Source Software” means any “open
source” code (as defined by the Open Source Initiative), “free” code (as
defined by the Free Software Foundation), community source code, including any
libraries or code licensed under the General Public License, or any other
software that is generally made available for free on the Internet in source
code form.
Trimble
Inc.
935
Stewart Drive
Sunnyvale,
CA 94085
USA