Spectra Precision MobileMapper Field & Office Software - Manual (Página 6)

• 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 Eu-
rope B.V., an Affiliate to Trimble, is located), ex-
cluding 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 Neth-
erlands, 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 enti-
tled to recover its attorneys’ fees and costs in con-
nection 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 avail-
able to You. Notices and reports shall be deemed giv-
en: (a) upon receipt if by personal delivery; (b) upon
receipt if sent by certified or registered U.S. mail (re-
turn 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 no-
tice 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 autho-
rized 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 under-
standing of the parties and supersedes and cancels
all previous written and oral agreements and commu-
nications relating to the subject matter of this Agree-
ment. 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, employ-
ment, 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 be-
half without the other party’s prior written consent.
11.9. Force Majeure. Neither party shall be liable to
the other for any delay or failure to perform any obli-
gation 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 Agree-
ment 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 rea-
sonable cost.
11.10. Government End-Users. The Software is com-
mercial computer software. If the user or licensee of
the Software is an agency, department, or other enti-
ty of the U.S. Government, the use, duplication, re-
production, release, modification, disclosure, or
transfer of the Software, or any related documenta-
tion of any kind, including technical data and manu-
als, 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 Supple-
ment 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 pro-
vided 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 Documenta-
tion 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 Trim-
ble 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 interpre-
tation, or in the event of a conflict between English
and versions of this Agreement in any other lan-
guage, the English language version shall be con-
trolling.
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 con-
trol 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 Agree-
ment after termination. Notwithstanding the forego-
ing, 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