TRIMBLE SKETCHUP FREE TERMS OF SERVICE
VERSION 1.0 (LAST UPDATED NOVEMBER 7, 2017)
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
IF YOU ARE USING THE SERVICE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
These SketchUp Free Terms of Service (this “Agreement”) are entered into as of the Effective Date between Trimble Inc., a Delaware corporation, and its affiliates (“Trimble”) and you (“Customer” or “you”), an individual or entity accessing or using Trimble’s online software-as-a-service solution known as SketchUp Free (the “Service”).
Entry into the Agreement. The “Effective Date” of this Agreement is the date that Customer first accesses the Service through any online provisioning, registration or order process.
Changes to Agreement. From time to time, Trimble may modify this Agreement. Trimble will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before continuing to use the Service. The then-current version of this Agreement can be accessed and viewed at any time at http://app.sketchup.com/tos.html.
TERMS AND CONDITIONS
Access to the Service. The Service is intended to help users design, store, and share three-dimensional digital images and models (“Models”). Customer may access and use the Service during the term of this Agreement, but only (a) for its own benefit in a non-production environment for non-commercial purposes, (b) in accordance with any user or similar scope of use restrictions specified by Trimble and (c) in accordance with the terms and conditions of this Agreement. There is no fee for use of the Service in accordance with this Agreement. Customer may permit its employees and contractors acting on its behalf to use the Service as permitted herein, provided that Customer remains responsible for such users’ compliance with the terms and conditions of this Agreement. Customer will ensure that all such users keep their user IDs and passwords for the Service strictly confidential and will remain responsible for any and all actions taken using Customer’s accounts. If any user of the Service no longer works for Customer, Customer will immediately notify Trimble and ensure that such person has no further access to the Service.
General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, copy, provide access to or sublicense the Service to a third party; (b) use the Service to provide, create or develop, or incorporate the Service into, any other product or service; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Trimble); (d) modify the Service or any related documentation, or create any derivative product from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service (including any reports or data printed from the Service); (f) publicly disseminate information regarding the performance of the Service; or (g) attempt to gain unauthorized access to any systems, networks or data of Trimble or interfere with or disrupt the integrity or performance of any such systems, networks or data.
Use of other Trimble Services
Trimble Connect. The Service implements Trimble Connect, Trimble’s proprietary cloud-based storage service, to enable Customer to store Models. Customer’s storage of Models is subject to the Trimble Connect Terms of Service, available at https://community.trimble.com/termsandconditions or a successor URL.
3D Warehouse. Customer may use Trimble’s 3D Warehouse to share Models with other Trimble customers. All use of the 3D Warehouse is subject to the 3D Warehouse Terms of Use, available at https://3dwarehouse.sketchup.com/tos or a successor URL.
SketchUp Community. Customer may access and use SketchUp Community, Trimble’s support and discussion forums devoted to SketchUp products, available at http://forums.sketchup.com/ or a successor URL. All access and use of SketchUp Community is subject to the terms set forth at http://www.trimble.com/Corporate/Terms_of_Use.aspx
For the avoidance of doubt, Customer’s use of Trimble Connect, 3D Warehouse and SketchUp Community are governed by those offerings’ respective terms of service and not by this Agreement.
Customer Data. “Customer Data” means, collectively, (a) any business information or other data of any type that is input by or on behalf of Customer into the Service and (b) any Models created by Customer using the Service. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Trimble. Subject to the terms of this Agreement, Customer hereby grants to Trimble a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and publicly perform and display the Customer Data solely to the extent necessary to provide the Service to Customer. Trimble expressly disclaims all obligations with respect to storage of Customer Data.
Customer Obligations. Customer shall ensure that Customer’s use of the Service and all Customer Data is at all times compliant with Customer’s privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy, data transfer, international communications and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Trimble that Customer has sufficient rights in the Customer Data to grant the rights granted to Trimble in Section 4 (Customer Data) above and the Customer Data does not infringe or violate the intellectual property, publicity, privacy or other rights of any third party. In addition, Customer specifically agrees not to submit to the Service any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations (“Health Information”) and acknowledges that Trimble is not a Business Associate or subcontractor (as those terms are defined in HIPAA) and that the Service are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Trimble shall have no liability under this Agreement for Health Information, notwithstanding anything to the contrary herein.
No Support. Trimble uses reasonable efforts to facilitate online self-help by providing online forums and other resources to the Trimble community but has no obligation to provide any support or maintenance for the Service.
Confidential Information. The parties may disclose to each other information identified at the time of disclosure as confidential or which should be reasonably known by the receiving party to be confidential (“Confidential Information”), which may include information concerning their respective businesses and technology. The Service (including the performance characteristics of the Service) and all related documentation are Confidential Information of Trimble. Except as authorized herein, the receiving party will (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a need to know (including, for Trimble, the subcontractors referenced in Section 15), provided that such representatives are bound to confidentiality obligations no less protective of the disclosing party than this Section and that the receiving party remains responsible for compliance by any such representative with the terms of this Section. These restrictions on disclosure will not apply to any information that: (a) is or becomes generally known or publicly available through no act or omission of the receiving party; (b) is known by the receiving party without confidentiality restriction at the time of receiving such information, as shown by written records; or (c) is furnished to the receiving party by a third party without confidentiality restriction. The receiving party may make disclosures to the extent required by law or court order, provided the receiving party notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Ownership.
Intellectual Property Rights. Customer acknowledges that it is obtaining only a limited right to the use the Service and that no ownership rights are being conveyed to Customer. Trimble or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service, all related and underlying technology and documentation, and any derivative works or modifications of any of the foregoing, including without limitation as may incorporate Feedback (collectively, “Trimble Technology”). Further, Customer acknowledges that the Service is offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any code underlying the Service. Customer, from time to time, may submit comments, questions, suggestions or other feedback relating to Trimble’s products and services to Trimble (“Feedback”). Trimble may freely use, copy, disclose, prepare derivative works based on, publicly perform or display, distribute and exploit any Feedback, bug reports or suggestions Customer provides to Trimble regarding the Service or other Trimble products and services, without any obligation, royalty or restriction based on intellectual property rights or otherwise.
Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Trimble and its affiliates may use, process, manipulate, modify, copy, publicly perform and display, compile, and create derivative works from Customer Data and any other data related to the Service, including, but not limited to, using such data for any internal business purpose, and for the improvement, support, and operation of the Service, and/or the development of other products or service capabilities. Customer hereby acknowledges and agrees that Trimble and its affiliates may disclose to third parties aggregate data derived from Customer Data or from any other data related to the Service (including information regarding Customer’s interaction with the Service and Models), so long as such aggregate data is not personally identifiable with respect to Customer. Further, all service data, usage data, and other data that does not identify Customer and any data that is derived from the Customer Data and all data, reports, derivative works, compilations, modifications and other materials created by Trimble from or with use of such data will be, in each case, the sole and exclusive property of Trimble; and Customer hereby assigns all of Customer’s title and interest, if any, in and to such items to Trimble without any fees and without rights to future royalties.
Term and Termination. This Agreement is effective as of the Effective Date and expires on the date of termination. Either party may terminate this agreement, for any reason or no reason, immediately upon written notice to the other party. Upon any expiration or termination of this Agreement, Customer shall immediately cease any and all use of and access to the Service (including any and all related Trimble Technology) and delete (or, at Trimble’s request, return) any and all copies of the Service documentation, any Trimble passwords or access codes and any other Trimble Confidential Information in its possession. Customer acknowledges that following termination it shall have no further access to any Customer Data input into the Service, and that Trimble may delete any such data as may have been stored by Trimble at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. This Section 9 and Sections 5 (Customer Obligations), 7 (Confidential Information), 8 (Ownership), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Customer Indemnity), 13 (International; Export Control), 14 (Governing Law; Dispute Resolution) and 15 (General) will survive any expiration or termination of this Agreement.
Disclaimers.
No Warranty. THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TRIMBLE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF TRIMBLE. TRIMBLE DOES NOT WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
High Risk Use. THE SERVICE IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT, MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS ACTIVITIES ("HIGH RISK ACTIVITIES"). TRIMBLE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER WILL NOT USE THE SERVICE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES, AND AGREES THAT TRIMBLE WILL HAVE NO LIABILITY FOR USE OF THE SERVICE IN HIGH RISK ACTIVITIES.
Other Disclaimers. TRIMBLE SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE MODELS CREATED THROUGH THE USE OF THE SERVICE OR CUSTOMER’S RELIANCE ON OR USE OF SUCH MODELS.
Limitation of Liability. IN NO EVENT SHALL TRIMBLE BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TRIMBLE’S ENTIRE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS (USD $500).
Customer Indemnity. Customer will indemnify, defend and hold harmless Trimble and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to (i) Customer’s use of the Service not as expressly authorized by this Agreement or (ii) Customer’s violation of this Agreement, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Trimble will provide Customer with written notice of any such claim, suit or action.
International; Export Control. The Service is administered by Trimble from its offices or those of its affiliates at various locations within the United States of America. In Customer’s use of the Service, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing: (a) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) Customer will not (and will not permit any of its users to) access or use the Service in violation of any U.S. export embargo, prohibition or restriction; and (c) Customer will not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations. Trimble may also make use of its U.S. or foreign affiliates or one or more external service providers to host the Service. Consequently, data is collected, sent, processed and stored in the United States and may be collected, sent, processed and stored outside the United States. Customer acknowledges that in the event of conflict of privacy laws or practices in the Customer’s jurisdiction and those in the domicile of the entity hosting Service the law applicable in the domicile of the hosting entity will have precedence at all times. Trimble makes no representation that the Service is appropriate or available for use in locations outside the United States, and accessing them from territories where they are illegal is prohibited. Customer may not use or export or re-export the Service or any copy or adaptation in violation of any applicable laws or regulations including, without limitation, United States export laws and regulations. If Customer chooses to access the Service from locations outside the United States, Customer does so on its own initiative and is responsible for compliance with applicable local laws.
In addition to the foregoing, if Customer is located in a country identified in the U.S. Department of Commerce Country Group D list, then it (1) acknowledges that the Service is subject to the Export Administration Regulations (EAR) and the jurisdiction of the U.S. Department of Commerce or subject to the International Traffic in Arms Regulations (ITAR) and the jurisdiction of the U.S. Department of State; (2) certifies that the export, re-export, resale, and/or transfer to any party who is listed by the government of the United States as prohibited from receiving the Service or other restrictions to any destination, end-user, or for any end use prohibited by the laws of the United States, or any other applicable law where such law does not conflict with the laws of the United States, will not be violated; (3) certifies that the Service will not be resold, transferred, or re-exported without prior authorization from the U.S. Government, to any military entity on the U.S. Department of Commerce Country Group D list; (4) certifies that the Service will not be used in designing, developing, production of or using rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (including cruise missile systems, target drones and reconnaissance drones); (5) certifies that the Service will not be used in the design, development, production, stockpiling, or using chemical or biological weapons, or precursors; (6) certifies that the Service will not be used in the design, development, production, or testing of nuclear weapons or nuclear explosive devices; (7) certifies that the Service will not be exported/re-exported to Cuba, Iran, North Korea, Sudan and Syria or any other country under an export embargo/sanction by the U.S. Department of Treasury or U.S. Department of Commerce at the time of export; (8) acknowledges that U.S. law prohibits the sale, transfer, export, or re-export or other participation in any transaction involving products with individuals or companies listed in the U.S. Commerce Department's table of Denial Orders, the U.S. Department of State's list of individuals debarred from receiving Munitions List items or other entity lists published by agencies of the U.S. Government; and (9) agrees that the export control requirements in this Section 12.11, including without limitation (1)-(8) above, will survive the completion, early termination, cancellation or expiration for this Agreement.
Customer will defend, indemnify and hold Trimble and its affiliates harmless against any liability (including attorneys’ fees) arising out of Customer’s failure to comply with the terms of this Section 12.11. Customer’s failure to comply with any term of this Section 12.11 constitutes a material breach of this Agreement and entitles Trimble to immediately terminate this transaction for Customer’s use of the Service in addition to any other remedy available at law or equity.Governing Law; Dispute Resolution.
Governing Law. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.
Dispute Resolution. In the event of a dispute, controversy, or claim under or in any manner related to this Agreement (a “Dispute”), the parties agree to work together in good faith to resolve the matter internally by reference to their respective senior management promptly following written notice given by any party to the other party. If the parties are unable to internally resolve the dispute within 30 days after such notice, either party may submit such dispute to the American Arbitration Association (“AAA”) to be finally settled under the Rules of Arbitration of the AAA in effect at the time of applying for arbitration. The place of arbitration will be San Francisco, California, or such other location mutually agreed to by the parties. The arbitration tribunal will comprise one (1) arbitrator. The language to be used in the arbitral proceedings will be English. The arbitrator’s award will be final and binding and enforceable in any court of competent jurisdiction. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence, without prejudice, however, to the right to a party to submit petition and documents to a judicial court to obtain an interim relief or to enforce the arbitral award. The foregoing notwithstanding, neither party will be precluded from seeking interim relief (including but not limited to interlocutory injunctive relief). After the institution of the arbitration, however, any request for interim relief shall be first presented to the arbitration tribunal. Jurisdiction and venue in any action for interim relief shall lie exclusively in, or be transferred to, the courts of City and County of San Francisco and/or the United States District Court for the Northern District of California. Each party hereby submits, consents, and agrees not to contest such jurisdiction and venue.
General. The parties are independent contractors and no employment, agency, or joint venture is created hereunder. Trimble may use the services of subcontractors in order to provide the Service under this Agreement, provided that Trimble remains responsible for compliance of any such subcontractor with the terms of this Agreement. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. All amendments must be in writing and signed by both parties. Waivers must be in writing and no waivers will be implied. This Agreement may not be assigned by Customer, and any purported assignment or amendment in violation of the foregoing will be void. Trimble may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Trimble’s assets or voting securities. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, or any related documentation of any kind, including technical data and manuals, 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 Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.
Google Content. The Service may include elements that are designed to be used in conjunction with Google's search and other services. Accordingly, Customer’s use of such elements of the Service is also governed by Google’s Terms of Service located at http://www.google.com/intl/en/policies/terms and Google’s Privacy Policy located at http://www.google.com/intl/en/policies/privacy.
As an example of the foregoing, the Service may allow Customer to access and view certain content, including photographic imagery sub-licensed to Trimble by Google Inc. (“Google”) and Google’s licensors (the “Google Content”). By using the Service, Customer does not receive any ownership rights, and Google and/or its licensors retain all ownership rights in the Google Content. Customer may not use, access or allow others to use or access the Google Content in any manner not permitted under this Agreement, unless Customer has been specifically permitted to do so by Trimble, Google or by the owner of that Content, in a separate agreement.HERE Content. The Service may include geocoding functionality and other elements provided by HERE Global B.V. and its affiliates and suppliers (collectively, “HERE”). Accordingly, your use of such elements of the Service is also governed by HERE’s Service Terms, available at http://here.com/services/terms and HERE’s privacy policy, available at http://here.com/privacy/privacy-policy. If you are a U.S. Government end user or other entity seeking or applying rights similar to those customarily claimed by the U.S. Government, the following additional Notice of Use applies with respect to the HERE elements of the Software:
NOTICE OF USE
CONTRACTOR (MANUFACTURER/SUPPLIER) NAME: HERE
CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 425 W. Randolph St., Chicago, IL 60606
The HERE elements of the Service are collectively commercial items as defined in FAR 2.101 and are subject to the Agreement under which the HERE elements were provided.
© 1987-2017 HERE – All rights reserved