Spectra Precision Layout User Manual

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Layout Pro Field Software

Quick Start Guide

SOFTWARE END USER LICENSE AGREEMENT (EULA)

(TNL - TEBV)

IMPORTANT, READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE OR ACCESS THE SOFTWARE.

IF YOU HAVE PAID A LICENSE FEE FOR USE OF THE SOFTWARE AND DO NOT AGREE TO THESE TERMS, YOU MAY RETURN THE SOFTWARE (ALONG WITH ANY HARDWARE ON WHICH IT WAS EMBEDDED, IF APPLICABLE) FOR A FULL REFUND PROVIDED YOU (A) DO NOT USE THE SOFTWARE AND (B) RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS OF YOUR INITIAL PURCHASE.

IF YOU WISH TO USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

IF YOU HAVE ENTERED INTO A SEPARATE WRITTEN LICENSE AGREEMENT WITH TRIMBLE FOR USE OF THE SOFTWARE, THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THIS AGREEMENT.

This End User License Agreement (“Agreement”) is between Trimble Navigation Limited, located at 935 Stewart Drive, Sunnyvale, CA 94085, U.S.A. and/or its Affiliates (“Trimble”) and the customer (individual or entity) that has downloaded or otherwise procured the licensed Software (as defined below) for use as an end user (“You”). This Agreement covers any Software and supporting technical documentation provided with the Software (“Documentation”).

1. Definitions

“Affiliate” shall mean any entity that directly or indirectly through one or more entities, controls, is controlled by, or is under common control with a Trimble party. For purposes of this definition, the term "control" as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management of that entity, whether through ownership of voting securities or otherwise.

“Effective Date” means the earlier of the date You sign an Order Form or the date on which the Software is first made available to You.

“Order Form” means any order which is entered into by Trimble (or an authorized Trimble distributor or reseller) and You under which You are provided the Software. Each Order Form for the Software shall be deemed a part of this Agreement. This Agreement is binding on You whether or not You executed an Order Form with Trimble. Order Forms may not vary the terms of this Agreement. Only a written agreement, signed by Trimble (not a Trimble distributor or reseller) may vary the terms of this Agreement.

“Software” means the Trimble software product(s) provided in connection with this Agreement in object code form (or as otherwise specified in any related Order Form). “Software” shall also include any releases provided to or purchased by You under any separate support and maintenance agreement You may enter into with Trimble. Unless otherwise noted, the Software and Documentation are referred to collectively herein as “Software”.

“Third-Party Software” means any third-party software that is provided to You by Trimble under this Agreement or under separate terms and conditions.

“Trimble Supplier” means either Trimble or an authorized distributor or reseller of Trimble products or services which has entered into an Order Form with You.

2. License

2.1.Grant of License. Subject to all of the terms and conditions of this Agreement, Trimble grants You a non-transferable, non-sublicensable, non-exclusive license to use the Software in machine-readable form on any computer and operating system for which it was intended, but solely (a) for your own internal business purposes at the location specified in the applicable Order Form or otherwise agreed to by Trimble (the “Site”); (b) in accordance with the Documentation; and (c) in accordance with any additional license term, subscription term or other user, seat, computer, field of use or other restrictions set forth in the applicable Order Form or otherwise specified by Trimble.

2.2.Installation and Copies. Trimble shall make available the Software and Documentation by disk, other media, or as embedded in a device, or make it available for download in electronic form. Trimble shall also provide You with electronic passwords or other enabling mechanisms if necessary to permit the licensed usage of the Software. All licenses shall commence, and delivery shall be deemed to occur, as of the Effective Date (or, if later, such date on which the Software and license keys are first made available to You). If your Order Form is with a Trimble distributor or reseller, that distributor or reseller (and not Trimble) is solely responsible for delivery to You and Trimble has no liability for any failure to deliver. If the Software requires license keys to operate as licensed to You, the applicable Trimble Supplier will deliver such license keys to You.

2.3.Software Intended to be Installed on Computers. The Software is licensed as a single product. You may not separate its component parts for use on more than one computer except as specifically authorized in this Agreement. You may copy and install on your computers for use only by your employees the number of copies of the Software for which You have paid the applicable license fee or have been authorized in writing by Trimble. You may transfer the Software from one computer to another computer provided that the computer to which the Software is transferred is located at the Site and the Software is completely removed and de-installed from the prior computer. If You are permitted by Trimble to install the Software on a network server, and You transfer the Software from the Site to a new location, You must provide Trimble with written notice of the new site prior to such transfer. You may also make a reasonable number of copies of the Software only for back-up and archival purposes. This Paragraph 2.3 does not apply to any software embedded on Trimble devices.

2.4. License Restrictions.

2.4.1You shall not (and shall not allow any third party to): (a) decompile, disassemble or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions). 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; (b) distribute, sell, sublicense, rent, lease or transfer the Software (or any portion thereof), nor use the Software (or any portion thereof) for time sharing, hosting, service provider or like purposes; (c) provide the Software to a third party on a temporary basis and/or use the Software for the benefit or purposes of a third party whether by means of lease, loan, data processing services (e.g. “fee for service”) or otherwise, unless You are a reseller of Trimble products under separate written agreement with Trimble and authorized by Trimble to do so; (d) remove any product identification, proprietary, copyright, or other notices contained in the Software; (e) modify any part of the Software, create a derivative work of any part of the Software, or incorporate the Software into or with other software, except to the extent expressly authorized in writing by Trimble; (f) attempt to circumvent or disable the security key mechanism that protects the Software against unauthorized use (except and only to the extent that applicable law prohibits or restricts such restrictions) and/or any licensing control features; or (g) publicly disseminate performance information or analysis (including, without limitation, benchmarks or comparison testing or analysis) from any source relating to the Software or disclose to any third-party or release any results thereof (all of which information shall be considered Trimble confidential information) without Trimble’s prior written consent.

2.4.2If the Software has been provided to You as embedded in any hardware device, You are not licensed to separate the Software from the hardware device. If the Software has been provided to You separately from a hardware device but is intended to be loaded onto a hardware device specified by Trimble (such as a firmware update), your license is limited to loading the Software on the device specified by Trimble in the Documentation, and for no other use.

2.4.3You agree to use all reasonable efforts to prevent unauthorized use and disclosure of the Software.

2.5.Evaluation Software. Subject to the terms and conditions of this Agreement and during its term, Trimble may, in its discretion, provide You with prerelease, beta or other software on an evaluation basis (“Evaluation Software”). You may use Evaluation Software solely for internal evaluation purposes for thirty (30) days from receipt of the Evaluation Software (unless otherwise agreed by Trimble in writing) (the “Evaluation Period”).

Unless You pay the applicable license fee for the Software, the Evaluation Software may become inoperable and, in any event, your right to use the Evalu-

ation Software automatically expires at the end of the Evaluation Period. Evaluation Software shall be subject to all restrictions on Software set forth in this Agreement. You shall treat all Evaluation Software as Confidential Information of Trimble and shall return or destroy any copies of Evaluation Software upon expiration of the applicable Evaluation Period. Any and all suggestions, reports, ideas for improvement and other feedback of any type You provide regarding the Evaluation Software are the sole property of Trimble, and Trimble may use such information in connection with any of its products or services without any obligation or restriction based on intellectual property rights or otherwise. You acknowledge that all Evaluation Software is provided “AS IS” and may not be functional on any machine or in any environment. THE WARRANTIES OF SECTION 5 DO NOT APPLY TO EVALUATION SOFTWARE. TRIMBLE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES RELATING TO THE EVALUATION SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

2.6.Internet-Based Services Components. Some features of the Software may require connection to the Internet directly or through a wireless connection in order to function. Such features may result in the transfer of certain data over such connections, which may or may not be secure or encrypted. You are solely responsible for obtaining any necessary Internet wireless subscription plans with the applicable service providers. You further acknowledge that Trimble is not responsible for the availability of Internet or wireless connections or the security or integrity of data transmitted over such connections.

2.7Ownership. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Trimble, its licensors and suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that You are obtaining only a limited license right to the Software and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.

2.8Copyright. All title, rights and copyrights in and to the Software (including, but not limited to, any images, photographs, animations, video, audio, music, and text incorporated into the Software, as well as all intellectual property rights), the Documentation and other accompanying written materials, and any copies of the Software are owned by Trimble, its licensors and/or suppliers. You shall not remove, cover, or alter any of Trimble's patent, copyright, or trademark notices placed upon, embedded in, or displayed by the Software or on its Documentation, packaging and related materials.

3. Payment

3.Payment. Unless a Software has been made available by Trimble at no charge, You shall pay all fees associated with the Software licensed and any services purchased hereunder as set forth in the applicable Order Form. All payments shall be made in the currency specified in the applicable invoice within thirty (30) days of your receipt of such invoice, unless otherwise specified in writing by the Trimble Supplier. Except as expressly set forth herein, all fees

are non-refundable once paid. You shall be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of the Trimble Supplier). Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

4. Term of Agreement

4.1.Term. This Agreement is effective as of the Effective Date and expires at such time as all license and service subscriptions hereunder have expired in accordance with their own terms (the “Term”). Either party may terminate this Agreement (including all related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach;

(b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party and not dismissed within sixty (60) days. If You have entered into a separate written agreement with Trimble which governs the Software and that agreement is terminated, then this Agreement automatically terminates and You shall no longer have any right to use the Software. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. For clarity, even if You have entered into an Order Form with a Trimble distributor or reseller, Trimble is a third party beneficiary to that Order Form and has the right to terminate this Agreement as set forth in this Section 4 (Term of Agreement).

If a Software has been made available by Trimble at no charge, the license remains effective until terminated in accordance with subparagraphs (b) to (c) mentioned above; You decide to terminate this Agreement by ceasing all use of the Software and destroying or returning all copies; or, without prejudice as to any other rights, Trimble decides to terminate this Agreement with or without notice if You fail to comply with the terms and conditions of this Agreement.

4.2.Termination. Upon any expiration or termination of this Agreement, You shall cease any and all use of any Software and Evaluation Software and destroy all copies thereof and so certify to Trimble in writing.

5.3.Survival. Paragraph 2.4 (License Restrictions), Paragraph 2.7 (Ownership), Paragraph 2.8 (Copyright), Section 3 (Payment), Section 4 (Term of Agreement), Paragraph 5.3 (Disclaimer of Warranties), Section 8 (Limitation of Remedies and Damages), Section 9 (Confidential Information), Section 10 (Export Compliance) and Section 11 (General) shall survive any termination or expiration of this Agreement.

5. Limited Warranty and Disclaimer

6.1.Limited Warranty. Trimble warrants to You that for a period of ninety (90) days from the Effective Date (the “Warranty Period”) the Software shall operate in substantial conformity with the Documentation. Because the Software is inherently complex and may not be completely free of nonconformities, defects or errors, You are advised to verify your work. Trimble does not warrant that the Software will operate error free or uninterrupted, that it will meet your needs or expectations, that all nonconformities can or will be corrected, or the results obtained through use of the Software. Trimble’s sole liability (and your

exclusive remedy) for any breach of this warranty shall be, in Trimble’s sole discretion, to use commercially reasonable efforts to provide You with an errorcorrection or work-around which corrects the reported non-conformity, or if Trimble determines such remedies to be impracticable within a reasonable period of time, to refund the license fee paid for the Software. A Trimble Supplier other than Trimble may fulfill Trimble’s warranty obligations hereunder on behalf of Trimble. Trimble Suppliers shall have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period.

5.2.Exclusions. The above warranty shall not apply:

(a) if the Software is used with hardware or software not specified in the Documentation; (b) if any modifications are made to the Software by You or any third party; (c) to defects in the Software due to accident, abuse or improper use by You; (d) to Software provided on a no charge or evaluation basis; (e) to any Third Party Software; or (f) to any Software obtained as freeware, whether from Trimble, a Trimble Supplier or otherwise.

5.3.Disclaimer of Warranties. THIS SECTION 5 IS A LIMITED WARRANTY AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS.” NEITHER TRIMBLE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD. YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE. IN ADDITION, TRIMBLE MAKES NO WARRANTY, EXPRESSED OR IMPLIED, TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE INCLUDING WITHOUT LIMITATION FOR ACCURACY, COMPLETENESS, SUITABILITY, PERFORMANCE OR USE. ANY SOFTWARE PROVIDED AT NO COST IS PROVIDED BY TRIMBLE "AS IS."; ALL IMPLIED WARRANTIES ARE IN SUCH CASE DISCLAIMED

6. Support & Maintenance

Trimble shall provide the support and maintenance services, if any, as separately purchased by You and specified in the applicable Order Form. Such support and maintenance shall be provided pursuant to Trimble’s standard service terms which are available upon request from Trimble. Trimble Suppliers may provide additional support services under separate written agreement, but Trimble is not responsible for any such support unless being a contracting party.

7. Professional Services.

The Trimble Supplier shall provide the number of person-days, if any, of professional consulting services (“Professional Services”) purchased in the applicable Order Form and related statement of work. If Trimble is providing Professional Services, unless agreed in a separate written agreement, all Professional Services shall be provided pursuant to Trimble’s standard service terms which are available upon request from Trimble. If your Order Form is with a Trimble Supplier other than Trimble, that party (and not Trimble) is solely responsible for providing Pro-

fessional Services and Trimble, not being a contracting party, has no liability related to such services.

8. Limitation of Remedies and Damages.

8.1.NEITHER TRIMBLE NOR TRIMBLE’S SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

8.2.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TRIMBLE AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TRIMBLE UNDER THIS AGREEMENT.

8.3.THE SOFTWARE IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT, MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS ACTIVITIES (“HIGH RISK ACTIVITIES”). TRIMBLE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE THE SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES, AND AGREE THAT TRIMBLE WILL HAVE NO LIABILITY FOR USE OF THE SOFTWARE IN HIGH RISK ACTIVITIES. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TRIMBLE FOR ANY DAMAGES, LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.

8.4.The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9. Confidential Information.

Any software, Documentation or technical information provided by Trimble (or its suppliers and agents) shall be deemed “Trimble Confidential Information” without any marking or further designation. Except as expressly authorized herein, You will hold in confidence and not use or disclose any Trimble Confidential Information. Without limiting the foregoing, You acknowledge that the Software constitutes the valuable confidential information and trade secrets of Trimble and, accordingly, You shall at all times, both during the term of this Agreement and thereafter keep in trust and confidence all the Software, and shall not disclose the same to any third party without Trimble’s prior written consent. You acknowledge that disclosure of Trimble Confidential Information would cause substantial harm to Trimble that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by You, Trimble shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

10. Export Compliance

You agree to comply with all applicable laws and regulations of the United States of America (“U.S.”) and of other jurisdictions (national, state, and local) to the extent that they may govern your use of the Software. In addition, You acknowledge that the Software may be subject to export restrictions by the U.S. government and by certain other governments. You shall

not, and shall not allow any third party to, directly or indirectly, remove or export or allow the export or reexport of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-ex- port without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any U.S. or foreign agency or authority laws, or in violation of any applicable export control laws in the country where the Software has been obtained or is used. You agree to the foregoing and warrant that You are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity.

11. General.

11.1.Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Trimble may assign this Agreement to any Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Trimble’s assets or voting securities. You may not assign or transfer this Agreement, in whole or in part, without Trimble’s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void. If You obtain such consent from Trimble, You shall permanently assign or transfer all of your rights under this Agreement, provided You retain no copies and You transfer all of the Software (including all component parts, the media and printed materials, any upgrades, and this Agreement), and the recipient agrees to the terms of this Agreement. If the Software portion is an upgrade, any assignment or transfer must include all prior versions of the Software.

11.2.Partial Invalidity. If any provision of this Agreement is held to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability, or, if that is not possible, such provision shall, to the extent of such invalidity, illegality or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect, provided, however, that the court shall have authority and jurisdiction to, and shall, add to this Agreement a provision as similar in terms and intended to effect to such severed provision as may be possible and be legal, valid and enforceable.

11.3.Governing Law; Jurisdiction and Venue.

•11.3.1. If You obtained this Software in the U.S., this Agreement is governed by the laws of the State of California and the U.S. without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods (“UNCISG”). In such case the jurisdiction and venue for actions related to the subject matter hereof are the State of California and U.S. federal courts located in Santa Clara County, California, and both parties hereby submit to the personal jurisdiction of such courts.

•11.3.2. If You obtained this Software outside the U.S., this Agreement is governed by the laws of The Netherlands (country where Trimble Europe B.V., an Affiliate to Trimble, is located), excluding its rules governing conflicts of laws and without regard to the UNCISG. In such case each jurisdiction and venue for actions related to the subject matter hereof are the Dutch courts of the District of Oost-Brabant, The Netherlands, and both parties hereby submit to the personal jurisdiction of such courts.

11.4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

11.5.Notices and Reports. Any notice or report hereunder shall be in writing. If to Trimble, such notice or report shall be sent to “Trimble Navigation Limited, 935 Stewart Drive, Sunnyvale, California 94085, U.S.A.” to the attention of “General Counsel – Legal Notice”. If to You, such notice or report shall be sent to the address You provided upon placing your order or at the time the Software has been first made available to You. Notices and reports shall be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (c) three (3) business days after being sent by a reputable international courier requiring signature for receipt, addresses to the party at its notice address. Either party may change its notice address by written notice to the other.

11.6.Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

11.7.Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement shall be for administrative purposes only and shall have no legal effect. Notwithstanding the foregoing, if You have entered into a separate written license agreement signed by Trimble for use of the Software, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement.

11.8.Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

11.9.Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the gov-

ernment or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

11.10.Government End-Users. The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

11.11.Third-Party Software. If designated in the Documentation, the Software may contain or be provided with certain Third-Party Software (including software which may be made available to You in source code form). Such Third-Party Software is not licensed hereunder and is licensed pursuant to the terms and conditions indicated in the Documentation and/or on the Third-Party Software conditions (“Third-Party License”). Except as may be set forth in the Third-Party License, neither Trimble nor Trimble Suppliers offer any warranty in connection with any Third-Party Software and neither Trimble nor Trimble Suppliers shall be liable to You for such Third-Party Software.

11.12.Official Language. The official language of this Agreement is English. For purposes of interpretation, or in the event of a conflict between English and versions of this Agreement in any other language, the English language version shall be controlling.

11.13.Reservation of Rights. Trimble reserves all rights not expressly granted by this Agreement.

If an executed agreement exists between You and Trimble at any time regarding the Software, the terms of that agreement shall supersede the terms of this Agreement in its entirety. Thus, if You enter into a separate written agreement with Trimble regarding the Software, that agreement (not this one) will control your use of the Software; and further if that agreement is terminated, You will not have the right to use the Software under the terms of this Agreement after termination. Notwithstanding the foregoing, pre-printed terms and conditions on your Order form shall not supersede this Agreement.

Trimble Navigation Limited, 935 Stewart Drive,

Sunnyvale, CA 94085, U.S.A

Data Collector Warranty Program

Spectra Precision would like to make you aware of the warranty program. A new data collector that has been purchased and is still under the one year factory warranty or under an extended warranty will be authorized for software updates. Data collectors that are not currently under a warranty plan are eligible to purchase an extended warranty. There are Layout Pro software only warranties that will authorize the data collector for software updates, and there are warranties that cover both the data collector hardware and Layout Pro software. The extended warranties are a good way to protect your investment in your equipment.

The Layout Pro installation program will use your Internet connection to compare the data collector's serial number against a data base that contains the warranty status on all units. If the unit is under a valid warranty, the installation will proceed. If the unit is not covered under warranty, then a message will be displayed informing you of this and the installation will stop.

To receive Layout Pro minor improvement releases, identified by the version numbering system, you only need to be on the current version of the latest minor update. In other words, if you have version 5.0.x you are authorized for a version 5.0.5 improvement release automatically. For minor updates, 5.0 to 5.1 for example, it is now required that the data collector or Layout Pro software be on a current warranty plan.

The warranty plans are listed on Spectra Precision price lists. Data collector serial numbers are required in order to generate the proper registration codes for your unit and to log the warranty plan into the database.

Table of Contents
Getting Started ..........................................................................	1
Working With Jobs......................................................................	2
Starting a New Job ................................................................	2
Settings and Preferences ............................................................	3
Entering a Plan from a Blueprint..................................................	4
Entering a Basic Plan.............................................................	4
Adding an Arc to a Plan..........................................................	5
Creating a Point Pattern .........................................................	6
Inserting a Point Pattern into the Plan .....................................	7
Deleting a Point Pattern .........................................................	8
Closure Check .......................................................................	9
Creating Grid Points...............................................................	9
Creating Points from an Imported DXF File.............................	11
Making Computations from your Entered Plan .............................	14
Setting Up a Connected Total Station.........................................	16
Tolerance & Connection Settings...........................................	16
Recommended Settings for Supported Total Stations ..............	16
Station Setup...........................................................................	19
Performing Stakeout .................................................................	24
Stakeout Using an Entered Plan............................................	24
Stakeout Using a Reference Line ..........................................	27
Stakeout Using a Reference Arc ............................................	29
Measuring Features ..................................................................	32
Using Layout Pro Field Software to Import/Export Data ................	32

Getting Started

Double-tap the Layout Pro icon on the data collector ([1]) or total station ([2]) desktop.

With a data collector, the main menu ([3]) will appear instantly.

With the onboard version, you will first have to level the total station and enter a few parameters (atmospheric, instrument parameters) before the main menu ([4]) displays.

[1]

[3]

[2]

[4]

Note: In this guide, all screenshots showing a blue title bar originate from the onboard version of Layout Pro (i.e. running on the instrument used). All screenshots with black title bar are taken from a data collector connected to a total station.

Working With Jobs

Starting a New Job 1. Tap Jobs on the main menu. This opens the Jobs menu.

2.Tap Create New Job.

3.Using the keypad, key in a name for the job. The default name is the current date. Change it as you prefer.

If you are using a data collector:

–Tap to show the keypad

–Tap to hide it.

4.Tap ok at the bottom of the screen.

5.Tap OK to continue.

Settings and Preferences

From the main menu, tap Settings. The Settings & Preferences window allows you to set:

•The instrument used ([1]) (with a data collector) or some instrument-related parameters (atmospheric parameters, calibration, reflectorless target settings) with an onboard version.

•The distance units used ([2])

•The format used to display values of distances, angles, etc. ([3])

•The layout tolerance and automatic point selection ([4])

[1]

[2]

[3]

[4]

Simply tap on the next tab to view the next page of options. Tap ok to close the Settings & Preferences window.

Entering a Plan from a Blueprint

Entering a 1. From the main menu, tap Plan.

Basic Plan 2. Tap Input Plan to begin entering your plan.

The following table shows the tools on the right side of the window that help you work with the display plan.

Use this tool...	to...
	Select from plan

	Show the whole plan

	Zoom in on active point

	Zoom out from active point

	Zoom to select area

	Set display options for labels (point names, etc.)