Spectra Precision MobileMapper Field & Office Software - Manual (Page 4)

are non-refundable once paid. You shall be responsi-
ble for all taxes, withholdings, duties and levies aris-
ing 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 Ef-
fective 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 compa-
rable proceeding, or if any such proceeding is insti-
tuted 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. Termina-
tion 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 termi-
nated in accordance with subparagraphs (b) to (c)
mentioned above; You decide to terminate this
Agreement by ceasing all use of the Software and de-
stroying 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 Agree-
ment.
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 (Copy-
right), Section 3 (Payment), Section 4 (Term of
Agreement), Paragraph 5.3 (Disclaimer of Warran-
ties), Section 8 (Limitation of Remedies and Damag-
es), Section 9 (Confidential Information), Section 10
(Export Compliance) and Section 11 (General) shall
survive any termination or expiration of this Agree-
ment.
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 oper-
ate in substantial conformity with the Documenta-
tion. Because the Software is inherently complex and
may not be completely free of nonconformities, de-
fects or errors, You are advised to verify your work.
Trimble does not warrant that the Software will oper-
ate 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 commer-
cially reasonable efforts to provide You with an error-
correction or work-around which corrects the report-
ed non-conformity, or if Trimble determines such
remedies to be impracticable within a reasonable pe-
riod 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 ob-
ligation with respect to a warranty claim unless noti-
fied 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 modi-
fications 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 provid-
ed 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.” NEI-
THER TRIMBLE NOR ITS SUPPLIERS MAKES ANY
OTHER WARRANTIES, CONDITIONS OR UNDER-
TAKINGS, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, MERCHANTABILITY, FIT-
NESS FOR A PARTICULAR PURPOSE OR NONIN-
FRINGEMENT. YOU MAY HAVE OTHER STATUTORY
RIGHTS. HOWEVER, TO THE FULL EXTENT PER-
MITTED BY LAW, THE DURATION OF STATUTORILY
REQUIRED WARRANTIES, IF ANY, SHALL BE LIM-
ITED TO THE LIMITED WARRANTY PERIOD. YOU
ASSUME THE ENTIRE RISK AS TO RESULTS AND
PERFORMANCE OF THE SOFTWARE. IN ADDI-
TION, TRIMBLE MAKES NO WARRANTY, EX-
PRESSED OR IMPLIED, TO SOFTWARE PROVIDED
TO YOU FREE OF CHARGE INCLUDING WITHOUT
LIMITATION FOR ACCURACY, COMPLETENESS,
SUITABILITY, PERFORMANCE OR USE. ANY SOFT-
WARE 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 Trim-
ble’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 ser-
vices (“Professional Services”) purchased in the ap-
plicable Order Form and related statement of work. If
Trimble is providing Professional Services, unless
agreed in a separate written agreement, all Profes-
sional Services shall be provided pursuant to Trim-
ble’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-