Version 2.0 (Last Updated April 2016)
Welcome to Trimble Connect. Please read these terms of service (these “Terms”) carefully as they form a contract between you and the Trimble entity listed in Section 20 of these Terms (“Trimble,” “we,” “us,” or “our”) 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 THESE TERMS INCLUDING ALL DOCUMENTS AND POLICIES REFERENCED HEREIN. If you are using the Service on behalf of a business, that business accepts these Terms.
BY AGREEING TO THESE TERMS, YOU REPRESENT THAT YOU ARE 18 YEARS OLD OR OLDER AND CAPABLE OF ENTERING INTO A LEGALLY BINDING AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICE.
Trimble may update and change these Terms from time to time in its discretion. Please check these Terms periodically for changes. A current copy of these Terms can be accessed and viewed at any time at connect.trimble.com. Trimble may notify you of the changes through communications through the Service. Unless you have a current paid subscription, your continued use of the Service following the posting of any changes to these Terms will confirm your acceptance of those changes. If you have a current paid subscription, such changes become effective for you upon renewal of your then-current subscription.
2. Access and use of the Service
Subject to your continued compliance with these Terms, Trimble hereby grants you the non-exclusive right during the Term to: (a) to use the Service to create, manage, access, retrieve and edit Content on the Service related to one or more related building or construction projects (each such repository, a “Project”), and (b) grant access (and remove access) for individual users (who may be your personnel, your contractors, or unrelated third parties) to access your Project (each such user, an “Authorized User”) including giving Authorized Users the right to create, manage, access, retrieve, and edit Content in your Projects, up to the number of Authorized Users allowed.
In connection with your use of the Service, you will comply with additional terms and policies referenced in these Terms. For example, Trimble uses and protects your information as described in the privacy policy located at connect.trimble.com. In addition, certain additional terms will apply depending on what level of the Service you have purchased.
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.
If you register for a free or trial subscription, your right to use the Service will be limited by the restrictions for free or trial subscriptions.
3. Your Account and Passwords
To obtain access to certain Services, you will 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 (or an Administrator) 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. An “Account” means a user account created by the user for itself or by an Administrator for a user. An “Administrator” means a person who has an Account with the authority to utilize the Administrative Console to create and manage Accounts associated with you. “Administrative Console” means the functionality for managing user access, security and other administrative functionality for Accounts associated with the Service.
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 Authorized Users 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 Authorized Users. 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.
You will immediately notify Trimble in writing of any unauthorized use of any (a) Content, (b) any Account, (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.
4. Administrator Terms.
If you have purchased a Business Account or another type of account that allows for administrator access, then the administrator terms in this Section 4 apply. You will promptly appoint an Administrator for the Administrative Console. Trimble will initially provide a login and password (which may be changed by the Administrator after initial login) to the Administrator to access the Administrative Console. As between the Administrator and Trimble, the Administrator will be solely responsible for the assignment and management of Accounts. Should an Authorized User forget his/her password, the Administrator will have the right to reset it from the Administrative Console.
The Administrator may use the Administrative Console to create or delete Projects. Subject to any storage capacity limits as may be identified in an Order (as defined below), the Administrator will have the right to establish an upper limit on allowed usable storage per Project, on a case-by-case basis. The Administrator can monitor activity for any of the Projects individually or in the aggregate, including Content currently in use, bandwidth used since the first day of the current month, most recent login activity, Authorized Users currently collaborating in Projects, and date of last upload or download and action taken at that time.
5. Software
If you receive Software from us, its use is governed in one of two ways: (a) if you're presented with license terms that you must accept in order to use the Software, those terms apply; or (b) if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
Trimble grants you a non-exclusive, limited, personal and nontransferable license, subject to and conditioned on your compliance with the restrictions set forth in these Terms, to install and use the Software, in object code form only, provided to you by or on behalf of Trimble only in connection with your use of the Service.
We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software. Alternatively, we may require you to consent to an upgrade to the Software before using, installing or accessing the Software. If you decline to install upgrades to the Software, you may not be able to use or access the Software or the access the Service through the Software.
Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.
If you use the Software to access the Service, you will not be able to access the full functionality of Service. To access full functionality of the Service, please access the Service directly through an Internet browser.
Any changes to these Terms affecting the Software will be provided through the Service.
6. 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, (c) payment notifications (e.g., expiration of credit card information, overdue payments, etc.), and (d) promotional information and materials regarding Trimble’s products and services, via electronic mail. You may opt out of some of those communications.
7. Content
Except for material that we license to you, we do not claim ownership of any Content that is transmitted, stored, or processed in your Account. We do not control, verify, or endorse the Content that you and others (including Authorized Users) make available on the Service. We provide functions through the Service 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 hae shared Content with may have access to your Content.
You hereby grant to Trimble and its affiliates and contractors a non-exclusive, perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free right, to use, modify, adapt, reproduce, store, transmit, 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, including allowing Authorized Users to access, modify, edit Content associated with such Project.
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 does not violate any law or these Terms or infringe or violate the intellectual property, publicity, privacy or other rights of any third party.
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, your policies, and any and all applicable laws, and regulations, including those related to data privacy and data transfer, international communications, and the exportation of technical or personal data; (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.
8. Fees and Payment
You may order the Service through an ordering document such as a purchase order, or online through Trimble’s online purchasing portal (each, an “Order”). You will pay all fees for the Services set forth in the Order. All fees are nonrefundable and will be paid in United States Dollars or such other currency indicated in the Order. Trimble may increase the fees it charges for the Service at any time, but any increase in the fees will not take effect until the beginning of your next subscription period.
Unless otherwise specified in the Order, you will pay all fees within 30 days of the date of the applicable invoice issued by Trimble. If Trimble authorizes you to pay the fees via credit card, you authorize Trimble to charge the credit card in accordance with your subscription plan, and you must maintain current credit card information with Trimble at all times. All amounts payable by you under these Terms will be made without setoff or counterclaim, and without any deduction or withholding. At Trimble’s discretion, past due amounts may accrue a late fee equal to the lesser of 1.5% per month, or the maximum amount allowed by applicable law.
Fees are exclusive of Taxes and, you will promptly pay or reimburse Trimble for all Taxes arising from the Services purchased under these Terms. “Taxes” means any sales, use and other taxes (other than taxes on Trimble’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by an Order and imposed by any government or other authority.
If your payment is overdue, in addition to any of its other rights or remedies, Trimble reserves the right to suspend your access to the Service, including without limitation any Authorized User’s rights to access the Project, until such amounts are paid in full.
9. Changes and Suspension
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 or a feature thereof altogether.
You may stop using the Service at any time.
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.
For unpaid subscriptions, 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.
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.
10. 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 (including any Authorized Users) 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;
(c) use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the privacy policy applicable to the Service, any Documentation or any other policy, instruction or terms applicable to the Service that are available on the Service;
(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.
11. Term and Termination
If you have ordered the Service using an Order, these Terms will remain in effect for the duration of the subscription period specified in the Order(s); if you have not ordered the Service using an Order, these Terms will remain in effect until terminated (“Term”). Unless these Terms are terminated as provided for herein, the subscriptions ordered under these Terms will automatically renew for (a) the renewal period set forth in the Order or (b) if no renewal term is listed in the Order, for the length of the initial subscription period, in the case of both (a) and (b) subject to payment of the corresponding Fees, unless (i) Trimble provides written notice of non-renewal to you no later than 30 days prior to the expiration of the then-current Term, or (ii) you provide written notice of non-renewal to Trimble prior to the expiration of the then-current Term. If you order additional Services in the middle of the Term, the subscription for those Services will be prorated so that the new subscription ends at the same time as the subscription for the Services in the initial Order.
Either Party may terminate this Agreement for cause upon 30 days written notice to the other party of a material breach if such breach remains uncured after the expiration of such period.
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 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 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 fees, 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.
The following Sections will survive any termination of these Terms: 7 (Content), 8 (Fees and Payment), 10 (Acceptable Use), 11 (Term and Termination), 13 (Trimble Proprietary Rights), 14 (Indemnification), 15 (No Warranty), 16 (Limitation of Liability), 20 (Contracting Party; Choice of Law and Location for Resolving Disputes), 21 (Contacting Trimble), and 23 (General Provisions).
12. 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.
13. 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. All rights not explicitly granted to you are reserved by Trimble. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. 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.
Notwithstanding anything to the contrary herein, you agree that Trimble and its affiliates may use, process, manipulate, modify, copy, publicly perform and display, compile, and create derivative works from the Content and any other data related to the Service, including, but not limited to, using such data for any internal business purpose, and for the improvement, support, and operation of the Service, and/or the development of other products or service capabilities. You hereby acknowledge and agree that Trimble and its affiliates may disclose to third parties aggregate data derived from the Content or from any other data related to the Service, so long as such aggregate data is not personally identifiable with respect to you or any Authorized Users. Further, all service data, usage data, and other data that does not identify you or any Authorized User and any data that is derived from the Content and all data, reports, derivative works, compilations, modifications and other materials created by Trimble from or with use of such data will be, in each case, the sole and exclusive property of Trimble; and you, on your behalf and on behalf of your Authorized Users, hereby assign all of your and such Authorized Users’ right, title and interest, if any, in and to such items to Trimble without any fees and without rights to future royalties.
14. 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.
15. 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.
16. 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 THESE TERMS 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 THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) AND (B) THE AMOUNT ACTUALLY PAID BY YOU TO TRIMBLE FOR THE SERVICES IN THE PRIOR TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM.
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.
17. 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.
18. 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.
19. Export
You are responsible for complying with all applicable export and import regulations and obtaining all necessary export and import licenses or permits for the direct or indirect export or import of any the Services. Without limiting the generality of the foregoing, you hereby acknowledges and agrees that the Services are subject to the U.S. Export Administration Regulations and were exported from the United States, if at all, in accordance with those regulations. In the exercise of its rights, and the performance of its obligations under these Terms, you shall comply strictly with all U.S. export control laws and regulations applicable to the Services, and shall not export, re-export, transfer, divert or disclose any such Services, or any direct product thereof, to any destination restricted or prohibited by U.S. export control laws, or to any national or resident thereof. Your obligations under this paragraph will survive the termination of these Terms for any reason whatsoever. You will 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. Your failure to comply with any term of this paragraph will constitute a material breach of these Terms and entitle Trimble to immediately terminate these Terms in addition to any other remedy available at law or equity.
20. Contracting Party; Choice of Law and Location for Resolving Disputes
If you live in the United States, you are contracting with Trimble Navigation Limited, a California corporation. If you live in outside of the United States, you are contracting with Trimble Europe B.V., a company organized under the laws of The Netherlands.
If you are contracting with Trimble Navigation Limited, (a) 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, (b) 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 (c) you will submit to the exercise of personal jurisdiction of such courts for the purpose of adjudicating any such claim or action.
If you are contracting with Trimble Europe B.V., these Terms are governed by and construed in accordance with the laws of The Netherlands, without reference to "conflicts of laws" provisions or principles. 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.
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.
No dispute or legal action arising under these Terms, may be brought by either party more than one year after such cause of action accrued, except that an action for nonpayment may be brought within two years of the date of the last payment.
21. 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 business days after mailing (postage prepaid), addressed to Trimble at its notice address. Trimble’s notice address is: Trimble Navigation Limited, Attn: General Counsel – Important Legal Notice, 935 Stewart Drive, Sunnyvale, CA 94085, USA.
22. 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:
DMCA Administrator
Legal Department
Trimble Navigation Limited
935 Stewart Drive
Sunnyvale, CA 94085
Fax: 408-481-7780
DMCA@trimble.com
23. 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 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.