TRIMBLE PROJECTSIGHT END USER TERMS

Version 1.0

PLEASE READ THESE PROJECTSIGHT END USER TERMS BEFORE CLICKING THE “ACCEPT” BUTTON OR ACCESSING OR USING TRIMBLE’S PROJECTSIGHT SOFTWARE-AS-A-SERVICE SOLUTION] (THE “SERVICE”) IN ANY MANNER, INCLUDING BY DOWNLOADING OR USING THE PROJECTSIGHT SOFTWARE APPLICATION (THE “APPLICATION”). BY CLICKING THE “ACCEPT” BUTTON OR ACCESSING OR USING THE SERVICE, YOU ARE ENTERING INTO THESE TERMS AND AGREEING TO BE LEGALLY BOUND BY THEM.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE “ACCEPT” BUTTON OR ACCESS OR USE THE SERVICE.

IF YOU INTEND TO ACCESS OR USE THE SERVICE OR APPLICATION AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY, THEN YOU MUST BE AUTHORIZED TO LEGALLY BIND THE ENTITY IN ORDER TO ACCEPT THESE TERMS. THE RIGHTS GRANTED HEREIN ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

If you are an employee, contractor, or agent of an entity that has entered into an agreement with Trimble for use of the Service (“Existing Agreement”), then the terms of that Existing Agreement, and not these Terms, govern your access to and use of the Service and the Application.

These Projectsight End User Terms (these “Terms”) are between Trimble Inc., a Delaware corporation, and its affiliates (“Trimble”) and the individual or entity that has accessed the Service or downloaded or otherwise procured the Application as an end user (“you”). These Terms covers the Service, the Application (if any) and supporting user or technical documentation provided with or related to the Service or the Application (“Documentation”). Unless otherwise noted, the Service, Application and Documentation are referred to collectively herein as the “Service.” 

  1. THE SERVICE
    1.1. Service Overview. The Service enables you to create, manage, curate, and edit repositories of text, drawings, models and other content, information, and other records (collectively, “Content”) on the Service related to one or more related building or construction project(s) (each such repository, a “Project”). Any Content uploaded to the Service by you will be deemed “Your Data” (as defined below).

    1.2. Grant of Rights. Subject to all of these Terms, you may access and use the Service for the duration of these Terms solely for your own internal business purposes in accordance with these Terms and the Documentation. These Terms apply only to the Service made available by Trimble in connection with these Terms. You must enter into a separate agreement for use of any other Trimble products or services.

    1.3. Application License. Subject to all of these Terms, Trimble grants you a limited, non-transferable, non-sublicensable, non-exclusive license for the duration of these Terms to use the object code form of the Application internally, but only in connection with your use of the Service and otherwise in accordance with (a) these Terms, (b) the Documentation, and (c) any other applicable use restrictions required by the app store, marketplace or other site or service from which you downloaded the Application, if applicable (“Application Store”). Depending on how you use the Service or Application, (b) and (c) may be presented by Trimble (e.g., through Trimble’s website), by the Application Store, or through the Application itself.

    1.4. General Restrictions. You will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Service to a third party; (b) use the Service to provide, or incorporate the Service into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Trimble); (d) copy or modify the Service or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service (including any reports or data printed from the Service); or (f) publicly disseminate information regarding the performance of the Service. 

    1.5. No Expectation of Privacy. You acknowledge that any Content submitted to a Project may be accessed by you and other end users of the Service and you will not have any expectation of privacy with respect to any such Content.

    1.6. Fees.  Trimble may offer the Service to you at no charge, but reserves the right to charge a fee in the future for continued use of the Service (and will update these Terms accordingly).

    1.7. Updates. Trimble may provide updates or upgrades to the Application (“Updates”), which will be included in the term “Application.”  In certain cases, Trimble may require you to download Updates to continue to use the Application.

    1.8. Support. Trimble uses reasonable efforts to facilitate online self-help by providing online forums and other resources to the Trimble community but has no obligation to provide any support or maintenance for the Service.

  2. Intellectual Property Rights.
    2.1. Rights to the Service. 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 Service and all copies, modifications and derivative works thereof (including any changes that incorporate any of your ideas, feedback or suggestions).  You acknowledge that, except for your limited rights to download and use the Application as expressly set forth herein, the Service is offered as an on-line, hosted solution, and you have no right to obtain a copy of the Service.

    2.2. Third Party Terms. If specified in these Terms or in the Documentation, the Service may utilize or include third party-produced products or services, including software that is subject to open source and third party license terms (“Third Party Offerings”).  You acknowledge and agree that your limited license right to use such Third Party Offerings as part of the Service is subject to and governed by the terms and conditions of the end user terms or open source or third party licenses applicable to such Third Party Offerings, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein (“Third Party Terms”). Any noncompliance by you with any Third Party Terms will be deemed a material breach of these Terms. NEITHER TRIMBLE NOR TRIMBLE’S SUPPLIERS OFFER ANY WARRANTY IN CONNECTION WITH ANY THIRD PARTY OFFERINGS AND NEITHER TRIMBLE NOR ITS SUPPLIERS WILL BE LIABLE TO YOU FOR SUCH THIRD PARTY OFFERINGS. In the event of a conflict between these Terms and any Third Party Terms, the Third Party Terms will control with regard to your use of the relevant Third Party Offerings.

    The Third Party Offerings include PDF technology powered by PDFNet Mobile SDK, copyright © PDFTron™ Systems Inc., 2001-2016, and distributed by Trimble under license.  All rights reserved.  In addition to all of the terms and conditions of the Agreement, you (a) will use the PDFNet Mobile SDK (and PDFNetJS) only as an integral component of the Service and (b) will not use the PDFNet Mobile SDK (and PDFNetJS) for development, compilation, debugging and similar design-time purposes.

    Additional applicable Third Party Terms with respect to the Service (including, without limitation, any open source software utilized in the distributed components of the Service and the applicable license terms) are listed at http://go.trimble.com/ProjectSight-Third-Party-Terms.

  3. Termination.
    You may terminate these Terms at any time by ceasing all use of the Service.  Trimble may terminate these Terms at any time for any or no reason upon notice to you, including without limitation (a) if you breach these Terms or (b) if any aspect of these Terms is limited by law or third party terms of service. Upon termination of these Terms, your access to the Service (including any license to the Application) will automatically terminate and you must cease using the Service. Provided these Terms were not terminated for your breach, Trimble may continue to provide you with read-only access to Your Data submitted to the Service prior to termination or expiration. Trimble shall determine whether to allow this read-only access, and the duration during which it allows such access, in its sole discretion.  Further, after termination or expiration of these Terms, Trimble may suspend or terminate your access to Your Data and/or delete any of Your Data on the Service at any time and for any or no reason, with or without notice to you. Termination is not an exclusive remedy and the exercise by either party of any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise. Sections 1.4 (General Restrictions), 2 (Intellectual Property Rights), 3 (Termination), 4 (Disclaimers), 5 (Limitation of Remedies and Damages), 6 (Data Collection and Use), 8 (Export Compliance; Compliance with Laws), 9 (General), and 10 (Apple-Specific Terms) will survive any termination or expiration of these Terms.

  4. Disclaimers.
    THE SERVICE IS PROVIDED “AS IS.” NEITHER TRIMBLE NOR ITS SUPPLIERS MAKE ANY 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, WILL BE LIMITED TO THE LIMITED WARRANTY PERIOD.  TRIMBLE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE OUTPUT OBTAINED THROUGH THE USE OF THE SERVICE OR YOUR RELIANCE ON SUCH OUTPUT. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF YOUR USE OF THE SERVICE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE AND THE SELECTION OF THE SERVICE 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 OUTPUT OF THE SERVICE.

  5. Limitation of Remedies and Damages.
    5.1 NEITHER TRIMBLE NOR ITS SUPPLIERS WILL 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.

    5.2  NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, TRIMBLE AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED FIFTY U.S. DOLLARS (U.S. $50).

    5.3  The parties agree that the limitations specified in this Section 5 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

  6. Data Collection and Use.
    6.1. Registration Information. In order to allow you to use the Service, Trimble may collect and use certain registration information, pursuant to Trimble’s then-current Privacy Statement (located at www.Trimble.com/privacy.aspx or such other URL as Trimble may provide).

    6.2. Your Data.  You may be able to submit business information, data, or content (including text and images) (collectively, “Your Data”) to the Service. As between the parties, you will retain all right, title and interest (including any and all intellectual property rights) in and to Your Data as provided to Trimble.  Subject to these Terms, you hereby grant to Trimble a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and publicly perform and display (collectively, “Use”) Your Data solely to the extent necessary to provide the Service to you.  As between the parties, you are wholly responsible for Your Data and you will indemnify, defend and hold harmless Trimble and its affiliates from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to Your Data or any breach of Section 6.3 (Misuse).

    6.3. Misuse. You agree that you will not misuse the Service, including without limitation in your submission of Your Data. Misuse includes, but is not limited to:
    •  Using the Service to disseminate or convey inappropriate, defamatory, obscene, salacious, or unlawful information, images or materials; or to defame, harass, stalk, threaten or otherwise violate the legal rights of others. 
    •  Using the Service in such a manner so as to interfere unreasonably with its use by others; or attempting or assisting another to access, alter, or interfere with the communications and/or information of another user.
    •  Subscription fraud or unauthorized access.
    •  Uploading, or otherwise making available, files that contain text, images, photographs, software or other materials owned by others that are protected by intellectual property laws (e.g., copyright, trademark, rights of privacy or publicity) and for which you have not received all necessary and legal consents for their use.
    •  Using any information, images or other materials available through the Service in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party.
    •  Advertising, offering to sell or buy goods, or using the Service for business promotional purposes. 
    •  Violating any code of conduct associated with the Service, or any applicable laws or regulations.
    •  Taking any action that imposes an unreasonable or disproportionately large load on the Service infrastructure; or uploading files that contain viruses, Trojan horses, worms, or other similar software or programs that cause damage to computers or property of others.

    6.4. Service Data. You acknowledge that when you download, install or use the Application or otherwise access or use the Service, Trimble may automatically collect and Use technical data and information related to or derived from your use of the Service (“Service Data”).  Service Data is gathered periodically to perform Service diagnostics and usage analyses and to facilitate the provision of software updates, product support and other services to you (if any) related to the Service.  You agree that Trimble may also use such Service Data without restriction or other obligation for the purposes of compiling geospatial data about the characteristics of physical locations for its own use and the use of third parties, improving its existing products and services or developing new ones, and/or providing those products and services to you or to its other customers, as long as the Service Data is in a form that does not include any of your personally identifying information, as described in Trimble’s Privacy Statement.

    6.5  Information Shared with Application Stores. If specified in the applicable terms of service for an Application Store, certain data or information regarding your use of the Application may be collected by (or shared by Trimble with) the applicable Application Store operator, and the Application Store operator’s use of such data or information will be subject to its own privacy policy.

    6.6  Digital Millennium Copyright Act. If you believe that any content submitted to the Service by another user copies your work in a manner 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):

    •  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    •  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 on the Service;
    •  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; and
    •  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.

    Trimble’s DMCA administrator for notice of claims of copyright infringement on the Service can be reached as follows:

    DMCA Administrator
    Legal Department
    Trimble Inc.
    935 Stewart Drive
    Sunnyvale, CA 94085
    Fax: 408-481-7780
    DMCA@trimble.com

  7. Modification to these Terms.
    Trimble may update or revise these Terms from time-to-time, with notice given to you by email or through the Service itself.  You may be required to click to agree to the modified Terms in order to continue using the Service, and in any event continued use of the Service after the modifications take effect constitutes your acceptance of the modifications.  If you do not agree to the modified Terms, your exclusive remedy is to terminate these Terms.

  8. Export Compliance; Compliance with Laws.
    8.1. Export Compliance.  The Service is administered by Trimble from its offices or those of its affiliates at various locations within the United States of America. In your use of the Service, you agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions.  Without limiting the foregoing: (a) you represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) you will not access or use the Service in violation of any U.S. export embargo, prohibition or restriction; and (c) you will not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations. Trimble may also make use of its U.S. or foreign affiliates 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 Service the law applicable in the domicile of the hosting entity will have precedence at all times. Trimble makes no representation that the Service is appropriate or available for use in locations outside the United States, and accessing them from territories where they are illegal is prohibited. You may not use or export or re-export the Service or any copy or adaptation in violation of any applicable laws or regulations including, without limitation, United States export laws and regulations. If you choose to access the Service from locations outside the United States, you do so on its own initiative and is responsible for compliance with applicable local laws.

    In addition to the foregoing, if you are located in a country identified in the U.S. Department of Commerce Country Group D list, then you (1) acknowledge that the Service is subject to the Export Administration Regulations (EAR) and the jurisdiction of the U.S. Department of Commerce or subject to the International Traffic in Arms Regulations (ITAR) and the jurisdiction of the U.S. Department of State; (2) certify that the export, re-export, resale, and/or transfer to any party who is listed by the government of the United States as prohibited from receiving the Service or other restrictions to any destination, end-user, or for any end use prohibited by the laws of the United States, or any other applicable law where such law does not conflict with the laws of the United States, will not be violated; (3) certify that the Service will not be resold, transferred, or re-exported without prior authorization from the U.S. Government, to any military entity on the U.S. Department of Commerce Country Group D list; (4) certify that the Service will not be used in designing, developing, production of or using rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (including cruise missile systems, target drones and reconnaissance drones); (5) certify that the Service will not be used in the design, development, production, stockpiling, or using chemical or biological weapons, or precursors; (6) certify that the Service will not be used in the design, development, production, or testing of nuclear weapons or nuclear explosive devices; (7) certify that the Service will not be exported/re-exported to Cuba, Iran, North Korea, Sudan and Syria or any other country under an export embargo/sanction by the U.S. Department of Treasury or U.S. Department of Commerce at the time of export; (8) acknowledge that U.S. law prohibits the sale, transfer, export, or re-export or other participation in any transaction involving products with individuals or companies listed in the U.S. Commerce Department's table of Denial Orders, the U.S. Department of State's list of individuals debarred from receiving Munitions List items or other entity lists published by agencies of the U.S. Government; and (9)  agree that the export control requirements in this Section 8.1, including without limitation (1)-(8)  above, will survive the completion, early termination, cancellation or expiration for this Agreement.

    You will defend, indemnify and hold Trimble and its affiliates harmless against any liability (including attorneys’ fees) arising out of your failure to comply with the terms of this Section 8.1.  Your failure to comply with any term of this Section 8.1 constitutes a material breach of this Agreement and entitles Trimble to immediately terminate this transaction for your use of the Service in addition to any other remedy available at law or equity.

    8.2. Compliance with Laws.  You are responsible for complying with all applicable laws, regulations and codes of practice in your use of the Service and any results derived from the Service.

  9. General.
    Trimble may provide you with required or permitted notices via email or through the Service, as determined by Trimble in its discretion.  Any notices you give to Trimble under these Terms will be deemed given only when personally delivered, delivered by reputable international courier requiring signature for receipt, or three (3) business days after being deposited in the mail, first class, postage prepaid, in each case to the address for Trimble set forth below. The parties to these Terms are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. These Terms will be construed in accordance with the laws of the State of California, USA without reference to its choice of law provisions and without regard to the United Nations Convention on the International Sale of Goods. The Federal and State courts located in Santa Clara County, California will be the exclusive venue for any claim or dispute between the parties or against any agent, employee, successor or assign of the other related to these Terms and the parties hereby consent to the personal jurisdiction of those courts for such purposes. If any provision of these Terms is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign or transfer these Terms or any rights hereunder without Trimble’s prior written consent, and attempted assignment or transfer in violation of the foregoing will be void. Trimble may freely assign or transfer its rights or obligations hereunder at its sole discretion. No provision of these Terms will be deemed waived unless the wavier is in writing and signed by Trimble. Except as set forth in Section 7 (Modification to these Terms), all amendments to these Terms must be in writing and signed by both parties. These Terms are the entire agreement between you and Trimble with respect to its subject matter and supersedes any prior agreements relating to such subject matter. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.

  10. Apple-Specific Terms.
    If you downloaded the Application from Apple Inc.’s (“Apple’s”) Application Store, the following terms are part of these Terms:

    10.1  These Terms are between you and Trimble, and not with Apple. However, as required by Apple, Apple and its subsidiaries will be third party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

    10.2  As set forth in Section 4 (Disclaimers), to the maximum extent permitted by law, Trimble does not make any warranties about the Application. If the Application is nonetheless deemed not to conform to any warranty that may be implied at law, you may notify Apple and Apple will refund the purchase price (if any) for the Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Application, and, as between Apple and Trimble, any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to a warranty will be Trimble’s responsibility. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Application.

    10.3  As between Trimble and Apple, Trimble is solely responsible for the Application and for addressing any claims you or any third parties have about the Application or your possession or use of the Application, including without limitation (a) product liability claims, (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement and (c) claims arising under consumer protection or similar legislation. In the event of any third party claim that the Application or your possession or use of the Application infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement or discharge of such claim.

    Trimble Inc.
    935 Stewart Drive
    Sunnyvale, CA 94085
    © 2016 Trimble Inc. All rights reserved.