Trimble Developer Terms
Version 1.2 (Last updated July 5, 2023)
These Trimble Developer Terms (“Terms”) are between Trimble (as defined in Section 22(a) or otherwise) and the organization or individual registering to access or use the Trimble Toolkit (“Developer” or “you”). Certain capitalized terms are defined contextually in the Terms or in Section 25 (Definitions). The Terms include any Supplemental Developer Terms and any terms and conditions in any Documentation. Trimble may modify the Terms from time to time, subject to Section 19 (Changes to Terms) below.
Acceptance of the Terms. By (i) clicking “I agree” when the Terms are presented electronically, (ii) executing a document referencing the Terms, or (iii) accessing or using the Trimble Toolkit, you agree to the Terms. If you are accessing or using the Trimble Toolkit on behalf of an organization, you represent that you are authorized to enter the Terms on behalf of your organization, and all references to “you” reference your organization. If you lack that authority or do not agree to the Terms, you may not access or use the Trimble Toolkit. Trimble’s acceptance of the Terms will be evidenced by (i) executing a document reference the Terms, or (ii) making the Trimble Toolkit available to you. Trimble affiliates may provide certain portions of the Trimble Toolkit, and the Terms will govern your relationship with those affiliates as well.
Registration. You must complete Trimble’s then-current registration requirements in order to access or use the Trimble Toolkit. During the registration process, you must provide Trimble with certain identification, contact information related to any Developer Applications, and other information (“Registration Data”). We may also collect Registration Data through the Developer Portal. You will keep all Registration Data accurate, complete, and up-to-date. Trimble’s use of any personal information in Registration Data is governed by the Trimble Privacy Notice. You also agree that Trimble may share Registration Data on a need-to-know basis with third parties for internal business purposes (such as customer support and service, court order, intellectual property inquiries, etc.).
Access and Use of Trimble Toolkit. Once Trimble grants you access to a Trimble Toolkit, you may use the Trimble Toolkit to build Developer Applications in accordance with the Terms. Your permission to use the Trimble Toolkit and your login credentials (e.g., username and/or password) are for your use only and may not be shared with any other party. You shall take reasonable precautions to prevent unauthorized access to or use of the Trimble Toolkit using your login credentials and to keep your password confidential. You are fully responsible for all activity that occurs through your account and login credentials. If you are an End User of the Trimble Solution, your use of the Trimble Solution itself remains subject to the Trimble Solution End User Terms, as the Terms grant no rights to the Trimble Solution.
Developer Applications and Trimble Approval; Rate Limits. Your Developer Applications must comply with the Terms. Trimble may limit your access to or use of a Trimble Toolkit to certain Developer Applications and/or Trimble Solutions. Your Developer Applications are subject to Trimble’s ongoing approval in its sole discretion. Trimble reserves the right to test Developer Applications for security, performance, and other criteria, and you will provide Trimble with access to and/or a copy of your Developer Applications and other reasonably requested information at any time upon request. The specifics of the approval process, including submission and response timeframes, may be as set forth in the Documentation. Trimble may change its approval processes at any time. Trimble may place limits on access to or use of the Trimble Toolkit (e.g., limits on numbers of API calls or requests, etc.). Further, Trimble may monitor your usage of the Trimble Toolkit and limit the number of calls or requests you may make if Trimble believes that your usage (i) is in breach of the Terms, (ii) may negatively affect the Trimble Solution or End Users, or (iii) may otherwise impose liability on Trimble or its affiliates.
Restrictions. You may only access or use the Trimble Toolkit as permitted in the Terms. Unless you have received prior written consent from Trimble, you will not (and will not permit anyone else to): (a) access or use the Trimble Toolkit except through means and authentication methods provide by Trimble; (b) attempt to circumvent any of the Trimble Toolkit’s access or usage limits; (c) access or use the Trimble Toolkit for hosting, service provider or like purposes, or sublicense, sell, or grant third parties access to or use of the Trimble Toolkit or any End User account; (d) access or use the Trimble Toolkit for competitive purposes or to operate Developer Applications that substantially replicate features of any Trimble product, application, or service, including the Trimble Solution, or copy, frame, or display any elements of Trimble Solution through the Developer Applications; (e) reverse engineer, modify, or create derivative works of the Trimble Toolkit or Trimble Solution; (f) make calls to the Trimble Toolkit or Trimble Solution not driven by bona fide End User requests (except for reasonable testing); (g) publish benchmarks or performance information about the Trimble Toolkit or Trimble Solution; (h) test the capabilities or security of the Trimble Toolkit or Trimble Solution or disrupt their integrity or performance (including by probing, scanning, or testing their vulnerability); (i) access or use the Trimble Toolkit for any unlawful, infringing, or offensive purpose or otherwise in violation of Laws; (j) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (k) take any action that might compromise the security or integrity of the Trimble Toolkit or Trimble Solution; (l) access or use the Trimble Toolkit with any Developer Application that constitutes spyware, adware, or malicious code or send any malicious code to the Trimble Toolkit or Trimble Solution; (m) take any action that would subject the Toolkit or the Trimble Solution to any third party terms, including without limitation any "open source" software license terms; (n) remove or obscure any copyright notices from the Trimble Toolkit; or (o) access or use the Trimble Toolkit to integrate any unauthorized application, product, or service to Trimble Solution. All of your access or use rights in the Terms (including rights to use Trimble Marks) are limited, non-exclusive, non-sublicensable, non-transferable, and revocable. You may permit your independent contractors with whom you have a bona fide written agreement to provide services to you related to the Developer Applications to exercise your rights on your behalf, but you remain responsible for their compliance with the Terms and for their acts and omissions.
Use of Marks.
A. Trimble Marks. Subject to the Terms, if Trimble approves of your Developer Application under Section 4 (Developer Applications and Trimble Approval; Rate Limits), you may use the Trimble Marks to identify yourself as a Trimble developer and promote your Developer Application’s availability for use with the Trimble Solution. Your use of Trimble Marks must comply with the Trimble Trademark Guidelines, and (without limiting Trimble’s other termination rights) you must promptly cease any use of Trimble Marks upon notice by Trimble.
B. Developer’s Marks. Trimble may (but is not obligated to) use your Developer’s Marks to identify you as a Trimble developer and to market and promote your Developer Applications, the Trimble Toolkit, Trimble Directory, and the Trimble Solution.Your Responsibilities.
A. Program Fees. Fees, if any, for access to or use of the Trimble Toolkit are as described in the Documentation, online registration flow, an agreement referencing the Terms, or otherwise made available by Trimble. Unless otherwise specified by Trimble in writing, (i) all fees are for a 12 month term and must be paid for any and all renewal terms, and (ii) all fees not payable online are due within 30 days of the date of Trimble invoice. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees are non-refundable. Developer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply, whether domestic or foreign, other than Trimble’s income tax. Fees are exclusive of any such taxes. In the event you fail to pay in a timely manner, Trimble may suspend or terminate your access to or use of the Trimble Toolkit, and/or disable your Developer Applications. All payments are in U.S. Dollars unless otherwise specified by Trimble in writing.
B. Your Developer Applications and End Users. You are solely responsible, at your own expense, for your Developer Applications (including their operation and support) and your relationships and agreements with users (including End Users) regarding your Developer Applications.
C. Developer Support. You will provide users with reasonable web-based and/or email support for your Developer Applications. You will also provide Trimble with a current email address to which Trimble may direct end user inquiries about your Developer Applications and designate a support contact (name and email address) for Trimble personnel. Your contact information provided as Registration Data will be used for any of the foregoing unless you provide Trimble with different contact information in writing. For clarity, Trimble has no obligation to provide any user support for Developer Applications.
D. End User Data; Developer Application Terms. An End User may enable you or your Developer Application to access End User Data. You may access End User Data only to the extent enabled and authorized by the End User and as necessary to provide your Developer Application to that End User. You will ensure that all End User Data is collected, processed, transmitted, maintained, and used in accordance with (i) your agreement with the End User and a legally adequate privacy policy (collectively “Developer Application Terms”), (ii) appropriate notices to and consents from End Users, (iii) all Laws, and (iv) industry-standard technical, administrative, and physical security measures that protect the security and privacy of all End User Data.
E. Security Breaches. In case of any suspected or actual security breach affecting your Developer Applications, End User Data, the Trimble Toolkit, or the Trimble Solution, you must immediately notify Trimble (via https://incidents.trimble.com/cyber-security or a successor website) and cooperate with Trimble to remediate the issue and mitigate its effects. You must obtain Trimble’s approval for any security breach notifications to End Users, notifications to government entities (unless such notices are required by law), and press releases, in each case that refer directly or indirectly to Trimble.
F. Trimble Solution End User Terms. Use of the Trimble Solution requires each End User to enter into Trimble Solution End User Terms. You will not facilitate or encourage any End User to violate the Trimble Solution End User Terms. If Trimble receives any data from your Developer Applications on an End User’s behalf, that data will be subject solely to the Trimble Solution End User Terms with the applicable End User, and such data will no longer be subject to your Developer Application Terms with the End User.
G. Fees you Charge. You may not directly or indirectly charge end users of a Developer Application for use of, or access to, the functionality of the Trimble Toolkit. If you charge any fees for your Developer Applications, you are solely responsible for collecting those fees independently from Trimble. You are also responsible for any related refunds or liabilities to end users. For clarity, the Terms grant you no right to distribute or resell the Trimble Toolkit or Trimble Solution.
H. Your Representations and Warranties. You represent and warrant that: (i) you have full power and authority to enter into and perform in accordance with the Terms and to exploit your Developer Applications without violating any other agreement; (ii) your access to and use of the Trimble Toolkit and your Developer Applications and their use will not violate any Laws or third party rights (including intellectual property rights and rights of privacy or publicity), and you will notify Trimble if your Developer Applications become subject to any claim or complaint regarding violation of Laws or third party rights; (iii) you will not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Trimble, the Trimble Toolkit, the Trimble Solution, or End Users; and (iv) all information you provide to Trimble is and will be true, accurate, and complete (and you will keep such information up-to-date). You agree not to (A) suggest any affiliation with Trimble (including that Trimble sponsors, endorses, or guarantees your Developer Applications) except for the relationship expressly contemplated in the Terms, and (B) make any representations, warranties, or commitments on Trimble’s behalf or regarding the Trimble Toolkit or Trimble Solution.
I. Indemnification. You will indemnify, defend (at Trimble’s request), and hold harmless Trimble and its affiliates and their respective directors, officers, employees, agents, contractors, end users, and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages, or liabilities based on or arising from: (i) actions taken through your Developer account or login credentials; (ii) your Developer Applications; (iii) your relationships or interactions with any user (including End Users) or third parties in connection with your Developer Applications; (iv) loss of your code, content, data, or contributions removed by Trimble in connection with the termination of your account; or (v) your breach or alleged breach of the Terms. Trimble may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Trimble’s prior written consent (not to be unreasonably withheld).
J. Attribution. You will comply with all attribution requirements, if any, set forth in the Documentation, the Supplemental Developer Terms, or otherwise provided by Trimble.Listings. This Section 8 applies only if you submit your Developer Application for listing on a Trimble Directory.
A. Listing Approval. Listing your Developer Application on a Trimble Directory requires Trimble’s approval. To apply for approval, you must provide Trimble with your Developer Application and any Listing Materials requested by Trimble. Trimble may approve or reject adding any Developer Application to a Trimble Directory in its sole discretion. You remain solely responsible for your Developer Application despite any Trimble approval.
B. Trimble Rights. If Trimble approves your submitted Developer Application, you grant Trimble and its affiliates a non-exclusive, worldwide license to:
i. List your Developer Application in the Trimble Directory;
ii. Use, host, copy, and distribute your Developer Application to enable interoperability with the Trimble Solution; and
iii. Use, distribute, and publicly perform and display your Listing Materials and Developer’s Marks to market and promote your Developer Application. This includes rights to modify and create derivative works of your Listing Materials.
Trimble retains sole discretion and control over the placement, look, and feel of any Trimble Directory. Trimble may sublicense its license rights to its affiliates, agents, contractors, and marketing and channel partners. Trimble does not guarantee any End Users will discover or enable your Developer Application.
C. Developer Application Terms. You are responsible for your Developer Application Terms and how you present them to users and obtain their agreement. Your Developer Application Terms must be consistent with your rights and obligations in the Terms (including regarding End User Data and any termination, suspension, or take-down of your Developer Application). Trimble is not a party to your Developer Application Terms and is not responsible for how End Users use your Developer Application or for enforcing your Developer Application Terms.
D. Take-Downs. You may request that Trimble remove your Developer Application and related Listing Materials at any time via https://developer.trimble.com or a successor url. Trimble will use commercially reasonable efforts to promptly remove your Developer Application and Listing Materials following receipt of your request. In addition to its other rights, Trimble may temporarily or permanently take-down any Developer Application listed in the Trimble Directory in its discretion, without notice to you. Following any take-down pursuant to this Section 8(d), Section 12(d) (Wind-Down) will apply with respect to the removed Developer Application.
9. Trimble Support; Changes to Trimble Toolkit. Unless otherwise specified by Trimble in writing in the Documentation or Supplemental Developer Terms, Trimble has no obligation to provide any maintenance or support for the Trimble Toolkit or your Developer Applications, or to fix any errors or defects. From time to time, Trimble may change the Trimble Toolkit and future versions of the Trimble Toolkit may not be compatible with your Developer Applications built using previous versions. Trimble typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. Trimble will have no liability resulting from these changes.
10. Compliance. Trimble may (but is not required to) monitor your access or use of the Trimble Toolkit and how your Developer Application interacts with the Trimble Solution, including to ensure your compliance with the Terms. You will cooperate with any reasonable inquiries of Trimble, and, upon request, provide Trimble with proof of compliance.
11. Ownership. Neither party grants the other any rights or licenses not expressly set out in the Terms. You retain your rights in your Developer Application, Listing Materials, and Developer’s Marks (including goodwill associated with your Developer’s Marks), except to the extent incorporating any Trimble technology or intellectual property. Trimble and its licensors retain all ownership and other rights (including intellectual property rights) in the Trimble Toolkit, Developer Portal, Trimble Marks (including goodwill associated with the Trimble Marks), Trimble Directory, and Trimble Solution. You are welcome to share with Trimble suggestions, enhancement requests, recommendations, or other feedback regarding the Trimble Solution, Trimble Toolkit, and Trimble (collectively, “Feedback”), and may post contributions through the Developer Portal or community features. If you provide Trimble with Feedback or post contributions, you grant to Trimble and its affiliates a royalty-free, worldwide, irrevocable, perpetual non-exclusive license to use Feedback and contributions for any purpose without restriction or obligation, and Trimble is not obligated to keep any such Feedback or contributions confidential (even if you tell Trimble they are confidential).
12. Term; Termination and Suspension.
A. Term. Unless otherwise set forth by Trimble in writing, the Terms will remain in effect for 12 months, and thereafter, will automatically renew for additional 12 month periods unless either party elects not to renew by giving written notice to the other at least 30 days prior to the then-current term.
B. Termination By Developer. Subject to Section 12(d) (Wind-Down), you may terminate the Terms at any time by ceasing all access and use of the Trimble Toolkit and requesting removal of your Developer Applications and Listing Materials from the Trimble Directory.
C. Termination or Suspension By Trimble. Trimble may terminate or suspend the Terms or your access to or use of the Trimble Toolkit (in whole or in part): (i) for no reason or any reason upon seven (7) days’ notice to you (provided that if you paid a fee to access or use a Trimble Toolkit, Trimble also provides a pro rata refund of such fees for the remainder of the term) and (ii) immediately (A) if you breach any provision of the Terms, (B) if Trimble is required to do so by Laws, (C) in case of any security breach or other concern under Section 7(e) (Security Breaches), or (D) if Trimble otherwise determines in its discretion that such action is necessary to avoid harm, liability, or reputational damage to Trimble, the Trimble Toolkit, the Trimble Solution, or any End User. For clarity, suspension or termination may include disabling your Developer Applications.
D. Wind-Down. Following any termination of the Terms or removal of a Developer Application from the Trimble Directory, at Trimble’s request (i) the parties will cooperate to effectuate an orderly wind-down and (ii) you will continue to provide your Developer Applications in accordance with the Terms for up to 90 days for the benefit of currently deployed End Users.
E. Effect of Termination. Upon any termination, subject to Section 12(d) (Wind-Down): (i) your rights to access and use the Trimble Toolkit, Documentation, and Trimble Marks will immediately terminate and you will cease all such access and use, (ii) Trimble may remove all Developer Applications from the Trimble Directory, (iii) you will return or destroy all copies of the Trimble Toolkit, the Documentation, and all Confidential Information, and (iv) Sections 7 (Your Responsibilities), 11 (Ownership) through 24 (Definitions) will survive. After termination, you acknowledge and agree that you will have no further access to any data or content that you submitted to Trimble under the Terms. Termination of the Terms shall not limit or release you from any liability incurred prior to the effective date of such termination
F. No Obligation or Liability. Trimble will have no obligation or liability resulting from termination, suspension, or take-down as contemplated in Section 8(d) (Take-Downs) or this Section 12 (Term; Termination and Suspension).
13. Disclaimer of Warranties. TO THE FULL EXTENT PERMITTED BY LAW, THE TRIMBLE TOOLKIT, DOCUMENTATION, DEVELOPER PORTAL, AND ANY FEATURES OF THE FOREGOING (“TRIMBLE DEVELOPER OFFERING”) IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND TRIMBLE AND ITS THIRD-PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PURPOSE. TRIMBLE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE RELATED TO AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, OR QUALITY OF THE TRIMBLE DEVELOPER OFFERING, THAT TRIMBLE WILL CONTINUE TO OFFER ANY ELEMENT OF THE TRIMBLE DEVELOPER OFFERING, OR THAT ACCESS TO OR USE OF ANY TRIMBLE DEVELOPER OFFERING WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR MEET DEVELOPER’S REQUIREMENTS OR EXPECTATIONS, ACHIEVE INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ALL SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.
14. Limitations of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRIMBLE OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (A) FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING THE GREATER OF ONE THOUSAND U.S. DOLLARS ($1,000) OR THE TOTAL FEES PAID BY YOU TO TRIMBLE UNDER THESE TERMS IN THE PRIOR TWELVE MONTHS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TRIMBLE HAS NO WARRANTY, INDEMNIFICATION, OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR DEVELOPER APPLICATIONS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY ELEMENT OF THE TRIMBLE DEVELOPER OFFERING, END USER DATA, OR TRIMBLE SOLUTION. You acknowledge and agree that this Section 14 (Limitation of Liability) reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and that Trimble would not enter into the Terms without these liability limitations. This Section 14 (Limitation of Liability) will survive notwithstanding any limited remedy’s failure of essential purpose.
15. Trimble Confidential Information. “Confidential Information” means any non-public elements of the Trimble Toolkit, Documentation, and any other information disclosed by Trimble that is marked as confidential or proprietary or that should reasonably be understood to be confidential or proprietary from the circumstances of disclosure. Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure by Trimble; or (c) is received by you from a third party, in each case without breach of an obligation owed to Trimble or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under the Terms. If you are compelled by Law to disclose Confidential Information, you must provide Trimble with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Trimble wishes to contest the disclosure. If you breach or threaten to breach this Section 15 (Trimble Confidential Information), it could cause substantial harm for which damages are inadequate and Trimble will have the right to seek injunctive relief in addition to other remedies.
16. Independent Development; Information You Provide Not Confidential. Trimble develops a variety of products and services and works with many other developers and partners, and either Trimble or these third parties could in the future develop (or already have developed) products, services, concepts, or features similar to your Developer Application. Nothing limits Trimble’s right to do so, though this Section itself does not grant Trimble any license under your intellectual property rights. Unless separately set forth in another agreement, Trimble has no confidentiality obligations for information you submit to Trimble.
17. Usage Data. In addition to Trimble’s other rights, Trimble may collect certain data and information regarding your access to or use of the Trimble Toolkit and Developer Portal, including data about your data pulls or requests, your Developer Applications, and the End User accounts that you access (collectively, “Usage Data”). We may use and exploit Usage Data for any purpose in connection with operating, improving, and supporting the Trimble Toolkit and the operation of our business.
18. Open Source Software. Certain code in the Trimble Toolkit may be licensed under or include components subject to “open source” software terms (“OSS”), as listed in the Documentation, Supplemental Developer Terms, or as otherwise made available by Trimble upon request. The OSS licenses may grant you additional rights to the OSS code itself and allow you to use the OSS outside of our Trimble Toolkit. To be clear, though, when you use the OSS as part of the Trimble Toolkit, you must comply with the Terms.
19. Changes to Terms. Trimble may modify the Terms from time to time. Trimble will use reasonable efforts to notify you of modifications as provided in Section 20 (Notices). You may be required to click through the modified Terms to show your acceptance and in any event your continued access or use of the Trimble Toolkit after the notification of modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your access and use of the Trimble Toolkit as described in Section 12 (Term; Termination and Suspension). Notwithstanding the foregoing, (A) if you have entered into a mutually executed agreement with Trimble, then any amendments require the written consent of both parties, and (B) if you have paid a fee and have electronically accepted the Terms, then the new Terms will take effect upon renewal; provided, however, in any instance of (A) or (B), for any modifications required for compliance with Laws, such modifications will take effect 30 days after they are provided to you.
20. Notices. Except as set out in these Term, any notice or consent under the Terms must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered mail (return receipt requested), or (c) one day after dispatch if by an internationally reputable commercial overnight delivery service. If to Trimble, notice must be provided to the address in Section 22(a)(Trimble Entity) below, with a copy to Trimble Inc., Attn: General Counsel – Important Notice, 935 Stewart Drive, Sunnyvale, CA 94085, USA. If to Developer, Trimble may provide notice to the address Developer provided at registration, at execution of a written agreement, or otherwise in writing. Either party may update its address with notice to the other party. Trimble may also send general and operational notices to Developer by email or through the Developer Portal.
21. Export Restrictions. Developer acknowledges that the Trimble Toolkit is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Developer will not, and will not allow any third party to, remove or export from the United States or allow the export or re-export of any part of Trimble Toolkit or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States 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 (iv) otherwise in violation of any export or import restrictions, Laws of any United States or foreign agency or authority. Developer warrants that it is 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 Trimble Toolkit is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government. Developer will defend, indemnify, and hold Trimble harmless against any liability (including attorneys’ fees) arising out of Developer’s failure to comply with the terms of this provision. Developer’s obligations under this paragraph will survive the termination of this Agreement for any reason whatsoever.
22. Trimble Entity; Governing Law and Venue.
A. Trimble Entity. Unless a different entity is specified by Trimble, “Trimble” for purposes of the Terms will mean the “Trimble Entity” set forth in the table below.
* Determined based on address provided to Trimble at the time of acceptance of the Terms by Developer.
** Addresses for Trimble entities not listed shall be as set forth in the Documentation. See additional required notice address for Trimble in Section 20 (Notices).
B. Governing Law; Exclusive Venue. The Terms will be governed exclusively by, and construed and enforced exclusively in accordance with, the laws of the jurisdiction set forth in the table above as the Governing Law based on Developer’s location provided to Trimble without regard to or application of conflicts of law provisions and without regard to the United Nations Convention on the International Sale of Goods. Any legal proceeding arising out or relating to this Agreement will be subject to the sole and exclusive jurisdiction of the federal, state, or other courts located in the “Exclusive Venue/Jurisdiction” listed in the table above, to the exclusion of all other courts and venues, and each party irrevocably consents to the sole and exclusive jurisdiction and venue of the federal, state, or courts located in the “Exclusive Venue/Jurisdiction” listed in the table above and waives any right to object thereto. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE TERMS AND THE TRIMBLE DEVELOPER OFFERING.
23. General. The Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. The Terms are a separate agreement from, and do not amend or modify, the Trimble Solution End User Terms. Except as set forth in Section 19 (Changes to Terms), all amendments or modifications must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of the Terms remain in effect. Developer may not assign, transfer, or delegate any right or obligations under the Terms, by operation of law or otherwise, and any non-permitted assignment is void. Trimble may assign the Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities to which the Terms relate. The parties are independent contractors and the Terms do not create any agency, partnership, or joint venture. Trimble may engage the services of subcontractors or agents in connection making the Trimble Toolkit available to you. Trimble will not be liable to Developer for any delay or failure to perform any obligation under the Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Trimble Toolkit and Trimble Solution are commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by the Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Trimble Toolkit and Trimble Solution were developed fully at private expense. All other use is prohibited. If the parties enter into an executed written agreement, such agreement may be executed in any number of counterparts, each of which will be considered an original and all of which when taken together will constitute a single fully-signed original. Facsimile and other electronic means of signatures are binding. The official language of the Terms is English. For purposes of interpretation, or in the event of a conflict between English and versions of the Terms in any other language, the English language version shall be controlling.
24. Australia-Specific Terms. For Developer who are located in Australia, the following provisions apply:
A. “Australian Consumer Law” means the Competition and Consumer Act 2010 (Cth) and “Non-excludable Condition” means certain consumer guarantees, warranties, rights, or remedies under the Australian Consumer Law that cannot be limited, excluded, restricted, or modified, and to which Developer may be entitled. For purposes of the following limitation of liability statement, the parties intend for the following: “service” means a Trimble Solution that is a cloud-based offering and “goods” means Trimble Toolkit and a Trimble Solution that is a software application.
B. To the extent permitted by law, Trimble’s liability in relation to breach of any such Non-excludable Condition shall be limited as follows (and in which “our” or “us” means Trimble, and “you” means Developer):
a) in the case of the goods, to repairing or replacing the goods, supplying equivalent goods, or paying the costs of repairing or replacing the goods or acquiring equivalent goods; and
b) in the case of the services, to re-supplying the services or paying the cost of re-supplying the services.
C. Nothing in these Terms excludes, restricts, or modifies any condition, warranty, right, or remedy implied or imposed by any statute or regulation which cannot lawfully be excluded, restricted or modified.
D. Nothing in these Terms is intended to derogate from Trimble’s obligations under the Privacy Act 1988 (Cth) as amended from time to time.
25. Definitions.
“Developer Application(s)” means any application, add-on, connector, or service that has been enabled by you to interoperate with a Trimble Solution using the Trimble Toolkit for use by End Users.
“Developer’s Marks” means your name, logos, and other trademarks, including those related to your Developer Applications.
“Developer Portal” means the Trimble online portal related to the Trimble Toolkit.
“Documentation” means the Trimble documentation for the Trimble Toolkit.
“End User” means an organization or individual which is the end user of the Trimble Solution.
“End User Data” means any data, content, or information in an End User’s account with the Trimble Solution.
“Law(s)” means all applicable laws, rules, regulations, or orders, including those relating to data privacy, data transfer, international communications, or the import or export of technical or personal data.
“Listing Materials” means your Developer Application description, documentation, icons, and any related materials that you submit to Trimble with respect to your Developer Application.
“Supplemental Developer Terms” means any additional restrictions or other terms Trimble may specify with respect to a Trimble Toolkit or any element thereof.
“Trimble Directory” means any Trimble catalog or directory or other Trimble or partner products or websites through which Developer Applications are listed or appear.
“Trimble Marks” means Trimble’s names, logos, and other trademarks as designated in the Developer Documentation, if any.
“Trimble Privacy Notice” means Trimble’s privacy notice currently available at https://www.trimble.com/Corporate/Privacy.aspx or a successor website.
“Trimble Solution” means a Trimble proprietary hardware, software, cloud-based services, or other product, service, or solution with which a Developer Application may interoperate via the Trimble Toolkit.
“Trimble Solution End User Terms” means the Trimble end user terms and conditions, or other agreement with Trimble, for use of the Trimble Solutions.
“Trimble Toolkit” is the APIs, SDKs, sample code, command line interfaces, Sandbox Accounts, tokens, credentials, Documentation, and other resources that Trimble provides under the Terms, as may be updated or modified from time to time, which may be used to allow Developer Applications to interoperate with the Trimble Solution.
“Trimble Trademark Guidelines” means Trimble’s Trademark Guidelines, currently available at https://www.trimble.com/en/legal/trademark-guidelines or a successor website, and any other guidelines provided by Trimble.