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 (“Tri mbl e”) 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 "con-trol" 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.
(TNL - TEBV)
“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.
2.4.1 You 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 d isable 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.
2.4.2 If 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.
2.4.3 You 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.
2.7 Ownership. 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.
2.8 Copyright. 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 “Ter m”). 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 F orm 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-export 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 here-
under 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, modi-
fication, 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 com-
plete 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 li able 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
MobileMapper Field is a user-friendly software program
intended for mobile, general-purpose GIS applications.
MobileMapper FIeld is provided on a CD. The auto-run file
allows you to easily install the program on your receiver from
an office computer.
With MobileMapper Field, GIS data collection starts with the
creation of a job (a *.map or *.dxf file).
Then you need to add or create layers, i.e. profiles through
which you can define the types of 2D or 3D features you
would like to log (points, lines or polygons), as well as their
attributes (including images -JPG files- and sound tracks WAV files). MobileMapper Field will save layers as separate
SHP (+ associated SHX and DBF files), MIF or CSV files for a
*.map job, or directly in the job file for a DXF job.
The coordinate system attached to a job is defined when
adding the first layer. If it’s a new layer, you will need to
define the coordinate system by yourself. If it’s an existing
layer, the job will inherit the coordinate system earlier defined
for that layer. The purpose of defining a coordinate system is
twofold:
• Allowing your receiver to show your current position in the
chosen coordinate system. These coordinates will appear
at the bottom of the map screen.
• Allowing your receiver to log the coordinates of each
feature in that coordinate system. These coordinates will
be saved to the corresponding layer.
The map screen will view all the features you log, based on
the graphic conventions you choose for each layer. It will also
help you navigate to existing features if necessary.
A background map can also be viewed on the map screen to
help you locate the different features that can be found in
your working area. Selecting a background map is part of the
choices available in the software settings menu.
Data files can easily be downloaded to an office computer
using the USB data cable provided with your receiver.
With the raw data logging option enabled and unlocked, the
receiver will continuously log raw data files so that later you
can enhance the accuracy of all your feature positions
through post-processing using MobileMapper Office software.
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1
Installing MobileMapper Field
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This section describes how to install MobileMapper Field
from the CD provided, using an office computer.
If Windows XP (or older OS version) is used on your computer,
you first need to install Microsoft Active Sync on your office
computer.
If Windows Vista or Windows 7 is used, you don’t normally
need to install an additional program on your computer.
However, if the installation of the MobileMapper Field
software fails, you will have first to install Windows Mobile
Device Center and then resume the installation of
MobileMapper Field.
The latest versions of ActiveSync and Device Center can be
downloaded from http://www.microsoft.com/en-us/download/
details.aspx?id=14 for Windows Mobile Device Center and
http://www.microsoft.com/en-us/download/
details.aspx?id=15 for ActiveSync.
If you are upgrading MobileMapper Field, Spectra Precision
recommends you first uninstall the previous version of
MobileMapper Field from the receiver using Start, Settings, System, Remove Programs.
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Installation
Procedure
•For MobileMapper 120:
– Place the receiver on the docking station
– Connect the docking station to your office computer
using the USB data cable provided.
•For MobileMapper 20: Connect the receiver to your office
computer using the USB data cable provided.
• Turn on the receiver.
• MobileMapper 120: To prevent the risk of corrupting the
registry during installation, all running processes and
background services, including the GNSS Service must be
stopped first. To stop the GNSS Service, run GNSS
Toolbox, click on Turn Off GNSS and tap on the Yes button.
• In the email you received containing the proof that you
purchased MobileMapper Field (a number called “POPN”
for Proof Of Purchase Number), click on the link provided
in this email. This takes you to a page on the Spectra
Precision website providing instructions to help you
complete the installation of MobileMapper Field.
• Click on the link found on this web page. This causes the
installer to be downloaded. Then the MobileMapper Field
Setup Wizard is started automatically. During this
sequence, the following three software modules are
installed: TTS Base, Required Data and MobileMapper
Field.
After each module has been installed successfully, tap OK
on the receiver.
• Then the Option Manager utility program is installed.
• Then a welcome dialog box opens: Click Next>.
• Enter the POPN provided in the email.
• Click Next>, then click Finish twice. Installation is now
complete. MobileMapper Field is now ready for use.
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3
Getting Started With MobileMapper Field
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Launching
MobileMapper
Field
Description of the
MobileMapper
Field Main Window
Tap on MobileMapper Field on the Home screen. The main
MobileMapper Field window is described below.
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• [1]: From left to right, by column (these information lines
will not appear until the receiver can determine its own
position):
– Column #1:
Number of satellites currently used in position
computation.
With the Enable voice guidance option enabled (see
Menu, Options, Voic e tab), a vocal message will be
issued when a position solution is available, and then
every time the position status changes.
– Column #2:
Current value of PDOP.
Age of corrections in all differential modes.
– Column #3: Current values of HRMS and VRMS.
– Column #4: “REC” if the raw data logging option is
unlocked and active.
• [2]: Name of the currently open job.
• [3]: This symbol shows your current position. The arrow
points in your last walking direction.
• [4]: Current 3D position of the receiver (no coordinates
displayed if the receiver has not determined its position
yet).
• [5]: Log button. Use this button to log features. The
button is grayed until GPS positions are computed and a
layer is added to the open job. You can use either the onscreen Log button or the left-hand “–” context-sensitive
key on the keyboard to access the Log function.
• [6]: Button used to show or hide the Microsoft keyboard.
• [7] Menu button. Gives access to the MobileMapper Field
function menu. You can use either the on-screen Menu
button or the right-hand “–” context-sensitive key on the
keyboard to show or hide the function menu.
Menu OptionFunction
PauseUse this option to pause the current feature logging.
StopUse this option to stop the current feature logging.
Layers...Use this option to add, modify or remove layers.
Find...
Go To...
Initialize...
Zoom InIncreases the scale of the map view by one step.
Zoom OutDecreases the scale of the map view by one step.
Job
Options
Use this option to find a feature previously logged in the
open job.
Use this option to let the receiver guide you to the
selected target (a feature name or any coordinates).
Gives access to two RTK initialization functions (On the
Fly, From Known Point). Usable only when the receiver
can operate in RTK.
Gives access to job-related functions: New, Open (and
Properties if a job is already open).
Allows you to access the following settings: Units,
Antenna, Recording, Map, View, E-compass, Filter, External Devices, Voice and Keyboard.
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Menu OptionFunction
Gives access to three tabs describing the current GPS
Status
AboutDisplays the installed version of MobileMapper Field.
ExitQuits MobileMapper Field.
• [8]: Current zoom setting. The current value of scale is
provided, based on the currently selected unit.
• [9]: Area showing a map of the working site (map screen).
Tapping anywhere within this area will return the
horizontal coordinates of the tapped point (expressed in
the coordinate system used in the job). Tap ok to close the
window providing these coordinates.
• [10]: Zoom in/out buttons
• [11]: Battery status
• [12]: Volume setting
• [13]: Phone status
• [14]: Connectivity status.
• [15]: Microsoft Windows button; Used to switch between
the Microsoft Start screen and the MobileMapper Field
application when MobileMapper Field is running.
• [16]: Takes you to the Microsoft Home screen by
minimizing the MobileMapper field window. Tap on the
MobileMapper Field icon ( ) at the bottom of the screen
to return to MobileMapper Field.
• [17]: The “FILTER” warning appears in red characters
whenever the current PDOP is greater than the max.
permitted value. The max. PDOP value can be set in
Menu>Options, Filter tab. When “FILTER” is displayed, no
data collection is possible (Log button greyed). An
abnormally high PDOP is usually due to a too low number
of satellites used.
reception status, in digital (Position) or graphical (Satellites, Signal) form. (In fact the GNSS Status function from
the GNSS Toolbox.)
Dragging the Map
on the Screen
6
Use one of the following two methods.
• For receivers having an ESC key, press this key to move the
arrow symbol representing your current position back to
the center of the map screen. Following this action, the
whole screen is updated to reflect the map shift.
• Drag the stylus in the desired direction.
Because some receivers have no ESC key (e.g. MobileMapper
10), a routine is implemented bringing your current position
back to the center of the screen after 15 seconds of idle time
on the map screen.
Setting General
Parameters
1. Tap Menu>Options.... A new screen is displayed on which
you can choose the measurements units:
• Linear units: Choose between kilometers/meters, miles/
feet or miles/US feet.
• Area units: Choose between square meters, square
kilometers, hectares, acres, square feet, square yards
or square miles.
2. Tap on the Antenna tab and then enter the vertical distance
you will maintain between the top of the receiver (where
the GPS antenna is) and the ground while executing the
job.
This value has to do with your own size since you will be
holding the receiver in your hand throughout the job.
Enter the distance value according to the selected linear
unit. This setting makes sense only for 3D jobs. It can be
ignored for 2D jobs.
3. Tap on the View tab located at the bottom of the screen. A
new screen is displayed allowing you to orientate the map:
• North Up: Map orientation is fixed. The top of the map
screen will always give the North direction.
• Course Up: Map orientation will change as you walk.
The map will rotate in order to have your course always
orientated upward on the map screen. This option
cannot be used if a georeferenced background map is
displayed.
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4. Tap on the Filter tab and then enter the maximum
permitted PDOP value. No features can be collected when
the PDOP exceeds this value (default: 100). A good
geometry of satellites usually gives PDOP values less than
5.
5. At the bottom of the screen, scroll the list of tabs to the
right until you can see the Keyboard tab. Use this tab to
enable or disable the large on-screen keyboard. The large
keyboard is only available for use within the
MobileMapper Field application. Only the Microsoft
smaller keyboard can be used when working from within
the operating system.
6. For background maps (Map tab), see Adding Background Maps on page 20.
7. Tap OK to validate all your choices.
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Minimizing the
MobileMapper
Field Window
Tap in the upper-right corner of the map screen.
To re-open the MobileMapper Field window, either tap on
“MobileMapper Field” on the Home screen or the icon at the
bottom of the Home screen.
Minimizing the MobileMapper Field window has no effect
whatsoever on software operation. The receiver will safely
continue to collect raw data or features while the window is
minimized.
Quitting
MobileMapper
Field
Use the Menu>Exit option to quit the program.
Caution! Tapping in the upper-right corner of the screen only
minimizes the MobileMapper Field window and so does not
fully exit the program.
8
Creating a New Job
During your First
MobileMapper
Field Session
After entering the activation code, MobileMapper Field
displays the map screen.
Because it is the very first time you are using the software,
there is no job open In MobileMapper Field. Follow the
instructions below to create one:
1. Tap Menu>Job>New...
2. Enter the following parameters:
• Name: Enter a name for your job using the Microsoft
virtual keyboard, or the large MobileMapper Field
keyboard,if enabled.
• Location: Choose the storage medium where to store
the job file. You can choose between “Main memory”
or “Storage Card” (if there is an SD or micro-SD card
inserted in the receiver). With MobileMapper 100 or
120, a third option is available (physically located in
the resident memory and named “Storage Disk”).
• Folder: Choose a folder where to store the job file you
are creating.
The None option stands for either the “My Documents”
folder in the main memory, the root folder of the
storage card or, for MobileMapper 100 or 120, the
“Storage Disk” folder in the main memory. Any other
option available from the drop-down menu can only be
a sub-folder of the “My Documents” folder in the main
memory, the root folder of the storage card or, for
MobileMapper 100 or 120, the “Storage Disk” folder
in the main memory.
If you want to use a subfolder where to store your job
files, tap Create New Folder. You can only create
subfolders in the “My Documents” folder, on the
storage card, or in the “Storage Disk” folder.
NOTE: “Storage Disk” has a higher storage capacity
than “MyDocuments” (located in the Main Memory).
• Typ e: For the job file format, choose between “Map
files (*.map)”, the native MobileMapper Field format
and “DXF File (*.dxf)”, which is a standard format for
vector files.
A *.map job is just an “envelope” text file containing
the definition of the coordinate system used as well as
the filenames of all the layers that are part of the job
(layers are held in separate files; see below).
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The features you will log through that job will be saved
to the corresponding layer files. Each layer consists of
the following five files: <layer_name>.prj,
<layer_name>.shp, <layer_name>.shx,
<layer_name>.dbf, <layer_name>.drw,
In contrast, a DXF job consists of the following files:
One dxf file: The job file in itself. Each newly logged
entity will be saved to that file, whatever the layer from
which it proceeds.
One <job_name>.prj file: Contains the description of
the coordinate system used in the job
One <job_name>.dfs file: Lists the names of the layers
attached to the job as well as the attributes defined in
these layers.
<job_name>_<layer_name>.drw files (one or more):
Each of these drw files contains the full definition of a
layer (visual representation and attributes).
Both Map and Dxf jobs may also use *.mnd and *.mnu
files. These are auxiliary files containing mandatory
attributes (*.mnd) and menu strings for menu-type
attributes (*.mnu).
3. Tap Save to create the job file. What you then get on the
screen depends on the format (map or dxf) you chose for
the job. See Creating New Layers on page 13 for more
details.
It’s only after you are finished with the layers to be
incorporated in your job and you have defined a coordinate
system for the job that you will see the name of the job in
the upper-left corner of the map screen,
Subsequent Uses
of MobileMapper
Field
Opening an
Existing Job
10
The next time you launch MobileMapper Field, the program
will open the job you last opened in the previous session.
If this job is no longer present in the receiver, then a message
will warn you that the program has been unable to open the
job. You will then have to create a new job (see also Using Templates To Create New Jobs on page 11) or open an
existing one.
• Tap Menu>Job>Open.... By default, MobileMapper Field
browses all the folders in search of all the *.map jobs
stored in the receiver. A new window then opens listing all
these jobs.
To list all the DXF jobs stored in the receiver, select the
DXF extension from the Typ e combo box.
Note that MobileMapper Field can also support ESRI’s
AXF database format for GIS data. After you have
downloaded one of these files to your receiver, you can
open it with MobileMapper Field and add or modify
entities the same way as you would in an open MAP or DXF
job. You cannot however create a new AXF file with
MobileMapper Field. You cannot either add or remove
layers to/from an AXF job.
To list all the AXF jobs stored in the receiver, select the
AXF extension from the Typ e combo box.
• After you have found the job you wish to open, tap on its
name in the list. This opens the job and takes you to the
map screen where you can see the features already logged
in the different layers.
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Viewing the
Properties of the
Open Job
Using Templates
To Create New
Jobs
• Tap Menu>Job>Properties. MobileMapper Field then
displays a two-tab window. The first tab provides the job’s
name, type and location (folder). The second one views
the properties (projection and datum) of the coordinate
system used in the job.
• Tap OK (or press ESC on MobileMapper 100/120 or
MobileMapper 6) to return to the map screen.
When creating a new job in a given format (MAP or DXF) while
a job of the same format is currently open, once you have
named that new job and specified in which folder to save it,
MobileMapper will prompt you to use the open job as a
template for the new job. What does that imply if you choose
“Yes”?
•For a MAP job:
MobileMapper Field will create a “<new_job_name>”
folder in the specified folder to which all the layers found
in the template job will be copied.
The copied layers will be emptied (i.e. all features
deleted) so that you can start collecting new features from
scratch using these layers, which are now fully part of the
new job.
Remember that each of the copied layer will keep exactly
the same name, and same attributes, as the one from
which it is derived. (see also diagram below):
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Specified folder
(In main memory,
”None” = My Documents)
<New_job_name>.map
<New_job_name>
“Emptied” Layers, i.e.
file names unchanged,
all definitions of attributes
preserved, but all features
removed
• For a DXF job: MobileMapper Field will duplicate all the
files relevant to the job to the specified folder and will
empty the created DXF file (no more entity found in this
job). If the new DXF job is created in the same folder, then
only a new empty DXF file will be created since in this
case all the other files can be shared smoothly by the
original and duplicate jobs.
If you don’t want to use the open job as a template, choose
“No”. You will then have to define manually the coordinate
system used as well as each of the layers that are expected to
be part of the job (new or already existing ones for map jobs,
new ones necessarily for dxf jobs).
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Creating New Layers
IntroductionCreating a layer consists of defining a specific profile for
Attaching Layers to
a Map Job
features you would like to log in the field. The layer creation
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process will be different depending on whether you chose
“MAP” or “DXF” for the job format:
• MAP format: Each layer is held in an individual file. The
layer format can be either “SHP”, “MIF” or “CSV”.
– An SHP layer can only contain a single type of feature.
When creating a new layer, you should first indicate if
it is created to hold 2D/3D point, 2D/3D line or 2D/3D
polygon features.
– A MIF layer can contain any type of feature (point, line
or polygon).
– A CSV layer can only support point features.
• DXF format: Each layer consists of a drw file created in the
same folder as the DXF job file. A layer attached to a DXF
job can contain any type of feature (point, line or polygon).
Here are the two different contexts in which you can create a
new layer to be attached to a Map job:
• With a job open in the current MobileMapper Field
session, you tap Menu>Job>New... to create a new *.map
job for which the program will ask you directly to add new
layers, either by creating new ones or by selecting existing
ones.
• With a job open in the current MobileMapper Field
session, you tap Menu>Layers... and then you tap on the
Add button.
From the screen displaying the Create a new layer button, do
the following:
1. Tap the Create a new layer button.
2. Enter the following parameters:
• Name: Enter a name for the layer using the virtual
keyboard (10 characters max.). The name of the layer
should depict the type of features you will collect with
this layer (e.g. Points, Lines, Areas, etc.).
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• Location: Choose the storage medium where you want
to store the layer. You can choose either “Main
memory” or “Storage Card” (if there is an SD, or microSD card inserted in the receiver). With MobileMapper
100 or 120, a third option is available (physically
located in the resident memory and named “Storage
Disk”).
• Folder: Choose a folder where you want to store the
layer you are creating. This choice should be made in
conjunction with the choice of the storage medium
(see Location).
The None option stands for either the “My Documents”
folder or the “Storage Disk” folder in the main memory,
or the root folder on the storage card. All other options
available in the drop-down menu will be subfolders of
the “My Documents” folder or the “Storage Disk”
folder in the main memory, or the root folder on the
storage card.
It is a good idea to store your layers in the same storage
medium and folder as the open job so that all the files
created for the job be found at the same location.
If you want to use a specific folder where to store your
layers, first create it using File Explorer. You can only
create new folders in the “My Documents” folder, in
the “Storage Disk” folder or on the storage card.
• Typ e: Choose the type and/or format of the layer you
want to create:
SHP layer: Depending on your choice the layer will
hold 2D/3D points, 2D/3D lines, or 2D/3D polygons.
MIF layer (can hold any type of feature).
CSV layer (point feature type only).
3. Tap the Save button to proceed. If you are defining the
second or next layers, go directly to step 5. If you are
defining the first layer in the open job, the program will
first ask you to define a coordinate system for the job:
• First field: Choose the country you are working in. You
may also choose a worldwide system such as UTM or
Worldwide Geodetic System.
• Second field: The number of options available in this
field depends on the selected country. Select the
datum that is suitable for your job.
See also Coordinate Systems on page 38.
• Third field: The number of options available in this
field depends on the selected country. Choose a
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