IMPORTANT,
READ CAREFULLY.
THIS END USER LICENSE AGREEMENT (“AGREEMENT”)
IS A LEGAL AGREEMENT BETWEEN YOU AND TRIMBLE NAVIGATION LIMITED (“Trimble”) and
applies to the computer software with which this Agreement is provided, and
includes any accompanying printed materials and any “online” or electronic
documentation (“Software”). This Agreement will also apply to any Software
error corrections, updates and upgrades subsequently furnished by Trimble,
unless such are accompanied by different license terms and conditions which
will govern their use. BY CLICKING
“YES” IN THE ACCEPTANCE BOX, OR BY INSTALLING, COPYING OR OTHERWISE USING THE
SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THIS SOFTWARE.
This
Software is protected by copyright laws and international copyright treaties,
as well as other intellectual property laws and treaties. The Software is
licensed, not sold.
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Software license.
1.1
License Grant.
Subject to your compliance with the terms of this Agreement, the Terms of Use
of the Trimble Outdoors service as
posted on the Trimble Outdoors website
at
www.trimbleoutdoors.com
(“Terms of Use”), and your continued subscription to the
Trimble Outdoors service, Trimble grants you a non-exclusive,
non-transferable license, without right of sublicense, to install, use and
display the Software in a machine-readable form solely for your internal
purposes, and solely in connection with your use of the
Trimble Outdoors service. You may reasonably copy the Software to the
extent necessary to enable your permitted internal use of the Software, but you
may not copy or distribute the Software to any third parties.
1.2
Other Rights and Limitations.
(1) The Software contains valuable trade secrets proprietary to Trimble and its
suppliers. To the extent permitted by relevant law, you shall not, nor allow
any third party to copy, decompile, disassemble or otherwise reverse engineer
the Software, or attempt to do so, provided, however,
that to the extent any applicable mandatory laws give you the right to perform
any of the aforementioned activities without Trimble's consent in order to gain
certain information about the Software for purposes specified in the respective
statutes (e.g., interoperability),
you hereby agree that, before exercising any such rights, you shall first
request such information from Trimble in writing detailing the purpose for
which you need the information. Only
if and after Trimble, at its sole discretion, partly or completely denies your
request, may you exercise such statutory rights. (2) This Software
is licensed as a single product. You may not separate its component parts for
use on more than one computer or device.
(3) You may not rent, lease, or lend, the Software.
(4) You may not modify or make derivative works of the Software.
(5) No service bureau work, multiple-user license or time-sharing
arrangement is permitted. For
purposes of this Agreement “service bureau work” shall be deemed to include,
without limitation, use of the Software to process or to generate output data
for the benefit of, or for purposes of rendering services to any third party
over the Internet or other communications network.
1.3
Ownership; Notices.
All right, title and interest (including but not limited to copyright, patent,
trade secret and all other intellectual property and proprietary rights
worldwide) in and to the Software (including but not limited to any images,
photographs, animations, video, audio, music, and text incorporated into the
Software), the accompanying printed materials, and any copies of the Software
are owned by Trimble and its suppliers. You shall not remove, cover or alter
any of Trimble's (or its designated suppliers') copyright, trademark or other
proprietary notices placed upon, embedded in or displayed by the Software or on
its packaging and related materials.
1.4
Notice about Location Based Services.
When you use this Software to voluntarily upload and share Adventure Planner
Trips through the Trimble Outdoors services (at www.TrimbleOutdoors.com),
information regarding your geographic location(s) may be accessed and disclosed
through the Software used with those services.
You agree to notify any other users associated with your Trimble
Outdoors account of this feature.
1.5
1.6 Notice about the NAVBuilder product. Portions of the Software may include the NAVBuilder product which is the sole and exclusive property of Networks In Motion, Inc., a Delaware corporation located at 35 Tesla, Suite 250, Irvine, California 92618. You agree to comply with NAVBuilder-specific terms and conditions included in the Terms of Use.
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NO WARRANTIES.
The Software is being delivered to you “AS IS” and Trimble makes no
warranty as to its use or performance.
TRIMBLE AND ITS SUPPLIERS DO NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY
OBTAIN BY USING THE SOFTWARE. YOU
ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIMBLE AND ITS
SUPPLIERS DISCLAIM ALL WARRANTIES, TERMS, AND CONDITIONS, EITHER EXPRESS OR
IMPLIED, BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO,
IMPLIED WARRANTIES, TERMS, AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NONINFRINGE-MENT WITH REGARD TO THE SOFTWARE,
ITS SATISFACTORY QUALITY, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT
SERVICES.
TRIMBLE
IS NOT RESPONSIBLE FOR THE OPERATION OR FAILURE OF OPERATION OF GPS SATELLITES
OR THE AVAILABILITY OF GPS SATELLITE SIGNALS.
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LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRIMBLE OR
ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS),
ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR
FAILURE TO PROVIDE SUPPORT SERVICES,
EVEN IF TRIMBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY
PROVIDED IN THIS AGREEMENT.
IN
NO EVENT SHALL TRIMBLE'S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT and
THE SOFTWARE, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT PAID TO TRIMBLE FOR USE OF THE
SOFTWARE GIVING RISE TO THE CLAIM, if any. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
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TERMINATION.
Without prejudice as to any other of its rights, Trimble may terminate
this Agreement immediately and without notice if you breach any provision of
this Agreement or of any other agreement between you and Trimble (including,
without limitation, the Terms of Use).
Upon termination of this Agreement, you must destroy all copies of the Software
and all of its component parts.
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EXPORT RESTRICTIONS.
You shall not export, directly or indirectly, the Software (or any
component part or output thereof) to any country in violation of any law or
regulation, including without limitation any law or regulation of the U.S.
Government or any agency. You are
solely responsible for complying with all applicable export and import
regulations and obtaining all necessary export and import licenses or permits
for the Software. You agree to
defend, indemnify and hold Trimble harmless against any liability (including
attorneys' fees) arising out of your failure to comply with the terms of this
paragraph.
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general.
This Agreement shall be governed by the laws of the State of