Spectra Precision MobileMapper Field & Office Software - Manual (Página 5)

fessional Services and Trimble, not being a contract-
ing party, has no liability related to such services.
8. Limitation of Remedies and Damages.
8.1. NEITHER TRIMBLE NOR TRIMBLE’S SUPPLI-
ERS SHALL BE LIABLE FOR ANY LOSS OF USE,
LOST DATA, FAILURE OF SECURITY MECHA-
NISMS, INTERRUPTION OF BUSINESS, OR ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSE-
QUENTIAL DAMAGES OF ANY KIND (INCLUDING
LOST PROFITS), REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUD-
ING NEGLIGENCE), STRICT LIABILITY OR OTHER-
WISE, EVEN IF INFORMED OF THE POSSIBILITY
OF SUCH DAMAGES IN ADVANCE.
8.2. NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, TRIMBLE AND ITS SUPPLI-
ERS’ 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 IN-
TENDED FOR USE IN LIFE SUPPORT, MEDICAL,
EMERGENCY, MISSION CRITICAL OR OTHER
STRICT LIABILITY OR HAZARDOUS ACTIVITIES
(“HIGH RISK ACTIVITIES”). TRIMBLE SPECIFICAL-
LY DISCLAIMS ANY EXPRESS OR IMPLIED WAR-
RANTY 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 HARM-
LESS 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 informa-
tion 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 confi-
dence and not use or disclose any Trimble Confiden-
tial Information. Without limiting the foregoing, You
acknowledge that the Software constitutes the valu-
able 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 re-
lief in addition to whatever remedies it might have at
law.
10. Export Compliance
You agree to comply with all applicable laws and reg-
ulations 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 Soft-
ware. In addition, You acknowledge that the Software
may be subject to export restrictions by the U.S. gov-
ernment 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 re-
export of any part of the Software or any direct prod-
uct 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 prohib-
ited, or as to which the U.S. government or any agen-
cy thereof requires an export license or other
governmental approval at the time of export or re-ex-
port without first obtaining such license or approval;
or (d) otherwise in violation of any export or import re-
strictions, laws or regulations of any U.S. or foreign
agency or authority laws, or in violation of any appli-
cable 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 be-
ing used for the design or development of nuclear,
chemical, or biological weapons or missile technolo-
gy, or for terrorist activity.
11. General.
11.1. Assignment. This Agreement will bind and in-
ure to the benefit of each party’s permitted succes-
sors and assigns. Trimble may assign this Agreement
to any Affiliate or in connection with a merger, reor-
ganization, acquisition or other transfer of all or sub-
stantially 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 per-
manently assign or transfer all of your rights under
this Agreement, provided You retain no copies and
You transfer all of the Software (including all compo-
nent parts, the media and printed materials, any up-
grades, 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 Agree-
ment is held to be invalid, illegal or unenforceable to
any extent, that provision shall, if possible, be con-
strued as though more narrowly drawn, if a narrower
construction would avoid such invalidity, illegality or
unenforceability, or, if that is not possible, such pro-
vision 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 re-
gard 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 ac-
tions related to the subject matter hereof are the
State of California and U.S. federal courts locat-
ed in Santa Clara County, California, and both
parties hereby submit to the personal jurisdic-
tion of such courts.