Terms of Service: Trimble Connect
Last Updated: October 31, 2014
Welcome to Trimble Connect provided by Trimble Navigation Limited and its affiliates (“Trimble,” “we,” “us,” or “our”). Please read these terms of service (these “Terms”) carefully as they form a contract between you and Trimble that governs your access and use of: (i) the Trimble Connect collaboration platform provided by Trimble for online storage, sharing and processing of files, materials, data, text, images or other content (collectively, "Content"); (ii) software provided or made available by Trimble (the "Software"); and, (iii) any written or electronic documentation provided or made available by Trimble (the "Documentation") (collectively the "Service(s)").1. Acceptance of Terms of Service; Changes to Terms of Service
BY USING THE SERVICE OR CLICKING THE CHECK BOX INDICATING YOUR AGREEMENT TO THESE TERMS, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICE.
Please note that Trimble reserves the right to update and change these Terms from time to time in its discretion. Please check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to these Terms will confirm your acceptance of those changes. The Service is only available to persons who can form legally binding contracts under applicable law. If you do not qualify, please do not use the Service. You may not use the Service unless you are at least 18 years of age. A current copy of these Terms can be accessed and viewed at any time at connect.trimble.com.2. Access to the Service
You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws. If you register for a free subscription, your account will be limited by the restrictions for free accounts set forth on connect.trimble.com. If you have purchased a business, enterprise or other fee-based subscription plan or work for a company that has purchased a business, enterprise or other fee-based subscription plan, then the Service may have additional features and functionality and be subject to additional terms. Any Software provided under these Terms is licensed under the license agreement provided with that Software. If a license agreement is not provided with the Software, Trimble grants you a personal, non-exclusive, revocable, non-assignable license to download and run such Software solely as necessary for you to enjoy the benefit of the Service. Trimble reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.3. Your Account
To obtain access to certain Services, you may be required to obtain an account with Trimble (become a “Registered User”), by completing a registration form and designating a user ID and password. Until you apply for and are approved by Trimble to become a Registered User, in Trimble's sole discretion, your access to the Service will be limited to the areas of the Service, if any, that Trimble makes available to the general public or permits its customers to make available unregistered users. When registering with Trimble you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Trimble may withdraw such approval at any time in its sole discretion, with or without cause.
Only you may use your Service account. You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. You may allow your third party contractors to access the Service in compliance with these Terms solely for your benefit. You will be fully liable for any and all use of the Service by your contractors. You must contact us right away if you suspect misuse of your account or any security breach in the Service. You are responsible for all activities that take place with your account. Trimble will not be liable for any loss or damage arising from any unauthorized use of your accounts.
4. Consent to Electronic Communications and Solicitation.
By registering with Trimble, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding Trimble’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
Except for material that we license to you, we don't claim ownership of any Content that is transmitted, stored, or processed in your account(s). We also don't control, verify, or endorse the Content that you and others make available on the Service.
We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with others, anyone you've shared content with may have access to your Content.
You hereby grant Trimble and its contractors the right, to use, modify, adapt, reproduce, distribute, make available, display and disclose Content posted on the Service solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and, (b) the storage, use or transmission of the Content doesn't violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. Trimble will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
You must immediately notify Trimble in writing of any unauthorized use of any (a) Content (b) any account or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Trimble with such cooperation and assistance related to any such unauthorized use as Trimble may reasonably request.6. Fees and Payment
If you have purchased a business, enterprise or other fee-based subscription plan, you will pay Trimble any and all fees set forth in the order for such subscriptions. You will place orders for fee-based subscriptions on the order form specified by Trimble and the payment terms for such orders will be set forth in the Trimble terms and conditions attached to and/or delivered with such order form.7. Suspension and Termination of Customer's Use of The Service
You may stop using the Service at any time. We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Service in a manner that may cause Trimble to have legal liability or disrupt others’ use of the Service; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in Trimble’s determination, the suspension might be indefinite and/or Trimble has elected to terminate your access to the Service, Trimble will use commercially reasonable efforts to notify you through the Service. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.
Upon termination by Trimble or at your direction, we will make your Content available for download by you upon your request. You must make such request no later than thirty (30) days following termination of these Terms or expiration of your subscription. Trimble will have no obligation to maintain, and may delete, any data stored in your account thirty (30) days following the termination of these Terms or the expiration of your subscription.
Upon termination of these Terms for any reason, you will pay Trimble for any unpaid amounts, and destroy or return all property of Trimble in your possession. Upon Trimble's request, you will confirm in writing your compliance with this paragraph.8. Acceptable Use
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Trimble. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Trimble) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) modify, alter, tamper with, repair or otherwise create derivative works of any Software;
(b) reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Service to any third party;
(e) remove, obscure or alter any proprietary rights notice pertaining to the Service;
(f) access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
(g) use the Service in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Service could lead to death, personal injury, or physical property or environmental damage;
(h) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(i) interfere with or disrupt servers or networks used by Trimble to provide the Service or used by other users to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Service;
(j) access or attempt to access Trimble’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
(k) cause, in Trimble’s sole discretion, inordinate burden on the Service or Trimble’s system resources or capacity; or
(l) share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.9. Additional Terms and Services May Apply.
These Terms apply only to the Service. Other Trimble products and services may be provided to you through the Service pursuant to a separate agreement. If you obtain a product or service from Trimble that is not part of the Service and that Trimble product or service is provided without additional terms, that product or service is provided "AS-IS" with no warranties whatsoever, express or implied, and your use of that product or service is at your own risk.10. Third Party Services and Content
The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including web sites, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Trimble shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.11. Trimble Proprietary Rights
As between Trimble and you, Trimble or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Trimble. In addition to Trimble’s other rights, Trimble may collect aggregated information regarding your interaction with the Service (excluding any personally identifiable information) and may exploit and use such aggregated information for any purpose without restriction. In the event that you provide comments, suggestions and recommendations to Trimble with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), you hereby grant to Trimble a world-wide, royalty-free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.12. Indemnification
UPON REQUEST BY TRIMBLE, YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS TRIMBLE AND ITS AFFILIATES, AGENTS, AND THIRD PARTIES, AND ITS AND THEIR EMPLOYEES, CONTRACTORS, OFFICERS, AND DIRECTORS FROM ALL DAMAGES, LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, THAT ARISE FROM (A) YOUR USE OR MISUSE OF THE SERVICE, (B) DISTRIBUTION OF YOUR CONTENT, OR (C) INTELLECTUAL PROPERTY INFRINGEMENT BY YOUR CONTENT. TRIMBLE RESERVES THE RIGHT, AT IT OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU AGREE TO COOPERATE WITH TRIMBLE IN ASSERTING ANY AVAILABLE DEFENSES. YOU MAY NOT SETTLE ANY CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF TRIMBLE IN EACH CASE.
13. No Warranty
THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY BY TRIMBLE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR A PARTICULAR PURPOSE.
14. Limitation of Liability
IN NO EVENT WILL TRIMBLE, ITS SUPPLIERS OR OTHER DEVELOPERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF TRIMBLE, ITS SUPPLIERS OR OTHER DEVELOPERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE EXCLUSION OF DAMAGES IS INDEPENDENT OF ANY REMEDY PROVIDED UNDER THIS AGREEMENT AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER DAMAGES ARISE FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PROHIBIT SUCH EXCLUSIONS AND LIMITATIONS, IN NO EVENT WILL TRIMBLE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).
Trimble does not assume and will not have any liability arising from events beyond Trimble’s control or the control of its subcontractors, other developers, business partners or licensors, including events such as acts of God, acts of any governmental entity, acts of a public enemy, strikes, natural disasters, or failure or diminishment of power or telecommunications or data networks or services.
15. Copyright and Trademark Information
Copyright information and a current list of United States trademarks owned by Trimble is set forth at http://www.trimble.com/copyrights.aspx. Any questions concerning their use, or whether a trademark that does not appear on this list is a trademark of Trimble, should be referred to Trimble's Intellectual Property department at U.S. +1 408 481 8000.
16. U.S. Government Restricted Rights
Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in these Terms, and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14(ALT III), as applicable.
The Service is administered by Trimble from its offices or those of its affiliates at various locations within the United States of America. Trimble may also make use of an affiliate or one or more external service providers to host the Service. Consequently, data is collected, sent, processed and stored in the United States and may be collected, sent, processed and stored outside the United States. You acknowledge that in the event of conflict of privacy laws or practices in your jurisdiction and those in the domicile of the entity hosting the Service the law applicable in the domicile of the hosting entity will have precedence at all times.
Trimble makes no representation that the Services are appropriate or available for use in locations outside the United States, and accessing them from territories where they are illegal is prohibited. If you choose to access the Services from locations outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.
19. Choice of Law and Forum
These Terms are governed by and construed in accordance with the laws of the State of California and applicable United States federal law, without reference to "conflicts of laws" provisions or principles. The exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of the Service will lie exclusively in, or be transferred to the courts of the County of Santa Clara and/or the Northern District of California; and you will submit to the exercise of personal jurisdiction of such courts for the purpose of adjudicating any such claim or action. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
20. Contacting Trimble
Information on how to contact Trimble may be found at http://www.trimble.com/Corporate/Contacts.aspx. Any notice or other communication given by you to Trimble regarding these Terms will be deemed given and served when personally delivered, delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid), addressed to Trimble at its notice address. Trimble’s notice address is: Trimble Navigation Limited, Attn: General Counsel, 935 Stewart Drive, Sunnyvale, CA 94085, USA.
21. Digital Millennium Copyright Act
Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Trimble’s DMCA administrator the written information specified below, as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2).
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located in the Services;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
- Your electronic or physical signature.
Trimble's DMCA administrator for notice of claims of copyright infringement on the Service can be reached as follows:
Trimble Navigation Limited
935 Stewart Drive
Sunnyvale, CA 94085
22. General Provisions
Except as otherwise specified herein, these Terms constitute the entire agreement between you and Trimble with respect to your use of the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Trimble with respect to use of the Service. For the avoidance of doubt, if you order a fee-based subscription to a Service, additional Trimble terms and conditions on the Trimble order form will apply to the purchase of the additional Services. In the event of an inconsistency between these Terms and the terms and conditions in an order, these Terms will control. Trimble rejects additional or conflicting terms of any form-purchasing document provided by you. Trimble may assign these Terms to a third party. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you to a third party, except that these Terms may be assigned, without the consent of Trimble, as part of a merger, or sale of substantially all your assets. Any rights not otherwise expressly granted by these Terms are reserved by Trimble, its suppliers or other developers. The failure of Trimble to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any part of these Terms are held invalid or unenforceable by a court of competent jurisdiction that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The official language of these Terms is English. If there is a conflict between the English language version and any translation, the English language version will control. Any breach by a party of these Terms or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.