Spectra Precision Survey Pro v5.4 - Manual (Page 2)

SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT, READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR US-
ING 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
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ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UN-
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IF YOU HAVE ENTERED INTO A SEPARATE WRITTEN LICENSE AGREEMENT
WITH LICENSOR FOR USE OF THE SOFTWARE, THE TERMS AND CONDI-
TIONS OF SUCH OTHER AGREEMENT SHALL PREVAIL OVER ANY CONFLICT-
ING 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 and/or its affiliates
(“Licensor”) and the customer (individual or entity) that has downloaded or oth-
erwise procured the licensed Software (as defined below) for use as an end user
(“you”). This Agreement covers any Software and supporting technical docu-
mentation provided with the Software (“Documentation”).
1.Definitions
“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 Licensor (or an autho-
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“Software” means the Licensor software product(s) provided in connection with
this Agreement in object code form (or as otherwise specified in any related Or-
der 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 Licensor. 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
Licensor under this Agreement or under separate terms and conditions.
“Licensor Supplier” means either Licensor or an authorized distributor or re-
seller of Licensor 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 Agree-
ment, Licensor grants you a non-transferable, non-sublicensable, non-exclusive
license to use the Software in machine-readable form on any computer and op-
erating system for which it was intended, but solely (a) for your own internal
business purposes at the location specified in the applicable Order Form (the
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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 other-
wise specified upon purchase.
2.2.Installation and Copies. Licensor 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. Licensor 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 Licensor distributor or reseller, that distributor or reseller (and not Licen-
sor) is solely responsible for delivery to you and Licensor has no liability for any
failure to deliver. If the Software requires license keys to operate as licensed to
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2.3.Software Intended to be Installed on Computers. 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. You may transfer
the Software from one computer to another computer provided that the comput-
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completely removed and de-installed from the prior computer. If you are per-
mitted to install the Software on a network server, and you transfer the Software
from the site to a new location, you must provide Licensor with written notice of
the new site prior to such transfer. You may also make a reasonable number of
copies of the Software for back-up and archival purposes. This Section 2.3 does
not apply to any software embedded on devices.
2.4.License Restrictions. You shall not (and shall not allow any third party to):
(a) decompile, disassemble, or otherwise reverse engineer the Software or at-
tempt 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); (b) distribute, sell, sublicense, rent, lease, or use the
Software (or any portion thereof) for time sharing, hosting, service provider, or
like purposes; (c) remove any product identification, proprietary, copyright, or
other notices contained in the Software; (d) modify any part of the Software, cre-
ate 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 Li-
censor; (e) 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); or (f) publicly dis-
seminate performance information or analysis (including, without limitation,
benchmarks) from any source relating to the Software. 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: (i)
provided to you separately from a hardware device but is intended to be loaded
onto a hardware device specified by Licensor (such as a firmware update or other
Software programs that are designed for use on a specific hardware device such
as surveying software), or (ii) provided to you pre- loaded onto a specific hard-
ware device, your license is limited to use of the Software on the device speci-
fied by Licensor, and for no other use.
2.5.Evaluation Software. Subject to the terms and conditions of this Agreement
and during the term of this Agreement, Licensor may, in its discretion, provide
you with pre-release, beta or other software on an evaluation basis (“Evaluation
Software”). You may use Evaluation Software solely for internal evaluation pur-
poses for 30 days from receipt of the Evaluation Software (unless otherwise
agreed by Licensor in writing) (the “Evaluation Period”). Unless you pay the ap-
plicable license fee for the Software, the Evaluation Software may become inop-
erable and, in any event, your right to use the Evaluation 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 Eval-
uation Software as Confidential Information of Licensor and shall return or de-
stroy 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 Licensor, and Licensor 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 6 DO NOT APPLY TO EVAL-
UATION SOFTWARE. LICENSOR AND ITS SUPPLIERS DISCLAIM ALL WAR-
RANTIES 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. Licensor or its Suppliers or both, may
provide internet-based services with the Software which are used to transfer files
between a hardware device, Software and/or your personal computer which is
used in connection with a hardware device provided by Licensor. Licensor or its
Suppliers may change or cancel such services at any time. Your use of the In-
ternet-based services will result in your consent to the transmission of informa-
tion, with or without a separate notice of connection, between Licensor,
Licensor’s Supplier’s, or either of their service provider computer systems over
the Internet.
3.Ownership
Notwithstanding anything to the contrary contained herein, except for the limit-
ed license rights expressly provided herein, Licensor and its 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 (in-
cluding any changes which incorporate any of your ideas, feedback or sugges-
tions). You acknowledge that you are obtaining only a limited license right to the