IMPORTANT, READ CAREFULLY:

THE TEKLA SOFTWARE PRODUCT, TOGETHER WITH ITS DOCUMENTATION, TO WHICH THIS EULA (DEFINED BELOW) IS APPLIED, AND/OR IN WHICH THIS EULA IS EMBEDDED, IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION, DISPLAY, MODIFICATION, DISTRIBUTION AND USE OF THIS SOFTWARE OR THE DOCUMENTATION, OR ANY PORTION OF THEM, MAY CONSTITUTE AN INFRINGEMENT OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS AND RESULT IN CIVIL AND CRIMINAL LIABILITY.

THE TERMS OF THIS EULA SHALL CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU (DEFINED BELOW) AND TRIMBLE (DEFINED BELOW).

THIS EULA SETS OUT THE TERMS AND CONDITIONS UPON WHICH TRIMBLE IS WILLING TO LICENSE THE SOFTWARE (DEFINED BELOW) TO YOU, REGARDLESS OF WHETHER SUCH LICENSE IS PROVIDED TO YOU BY TRIMBLE DIRECTLY OR BY AN AUTHORIZED DISTRIBUTOR (DEFINED BELOW).

BY PLACING AN ORDER OR ENTERING INTO AN AGREEMENT INCORPORATING THIS EULA OR BY CLICKING THE "I ACCEPT" BUTTON YOU:

1. ACCEPT AND AGREE TO THE TERMS OF THE EULA;
2. ACKNOWLEDGE THAT YOU HAVE READ THIS EULA,
3. ACKNOWLEDGE THAT THIS EULA CONTAINS IMPORTANT OBLIGATIONS AND APPLICABLE LIMITATIONS AND RESTRICTIONS ON USE OF THE SOFTWARE; AND

4. AFFIRM THAT YOU ARE AN AUTHORIZED USER OF THIS SOFTWARE AND THAT YOUR INSTALLATION OF THE SOFTWARE IS LEGAL AND PERMITTED UNDER THIS EULA.

    

IF YOU DO NOT AGREE WITH THESE CONDITIONS, YOU MAY NOT SETUP, INSTALL, DEPLOY OR OTHERWISE USE THE SOFTWARE.

1. Definitions

1.1 In this EULA the following words and expressions shall have meanings hereby assigned to them, unless the context expressly requires otherwise:

“Affiliate” means another entity controlled by or under common control with You. For the purposes of this definition, "control" shall exist through a right to nominate or dismiss 50% or more of the members of the board of directors of an entity, or persons performing equivalent functions, whether through ownership of shares entitling to 50% or more of the number of votes represented at a general meeting of such entity, or otherwise, for so long as such control subsists and whether directly or indirectly.

“Annual Fee” means the fee to be paid by You in consideration of the right to develop and supply Applications and/or BIM content for the Trimble Partner Services provided.

“Application” means any programmed or executable component that interacts with the Software using the Software's Interface or Open API.

“Authorized Distributor” shall mean an affiliated company of Trimble, an authorized reseller of Trimble, or a third party partner awarded by Trimble, such as an integrator or a hardware provider.

“BIM Content” means digital 3D representations of building products and components that can be placed into Building Information Model (BIM).

“Documentation” means user and other documentation concerning the Software, whether in printed, online and/or electronic form.

“Essential Licensee Patents” shall mean patent claims that, in the absence of a license, are necessarily and unavoidably infringed (on technical, but not on commercial grounds) by use of the Interface by Trimble or a member of Trimble’s Partner Program;

“Equipment” means such hardware of You or an Authorized Affiliate or a Professional Consultant that fulfils the minimum configuration requirements set forth in the Documentation.

“Interface” or “Open API” means the technology that enables the Applications to interact with the Software.

“License” means the license to Software granted to You in accordance with this EULA.

“License Key” means a technical solution (e.g. entitlement code and/or digital identity) that is required to enable the User to access the Software.

“License Parameters” means the number of concurrent Users, License Type, Territory and License Term, defined in Clause 2 as applicable, unless otherwise set forth in the Order Form.

“License Type” means the type of the License, as further defined in Clause 2.5 and 2.6.

“Main Release” means a major version of the Software that is made generally commercially available by Trimble from time to time, has been assigned by Trimble a version number indicating a new major release, and requires You to obtain a new set of License Keys.

“Order Form” means such order form or contract by which You acquire the License and/or services related to the Software and that has been confirmed by Trimble, or where applicable, by an Authorized Distributor.

“Partner Program” means Trimble’s program for third parties in which You or an Authorized Affiliate may enroll subject to separate application and/or agreement.

“Party” means either You or the Trimble or Authorized Distributor, as applicable.

“Professional Consultant” means any third-party consulting company that provides services including, without limitation, engineering, drafting, or detailing services to You or its Authorized Affiliate using the Software.

“Site” means either the Internet site made available by You for the purpose of downloading Applications, and/or the Tekla online service;

“Software” means Trimble’s Tekla software product(s) in object code form as specified in the Order Form, including such Sub-releases and Main Releases that may be issued to You as part of possible support.

“Sub-release” means updates and/or service releases to the Software issued by Trimble, which may incorporate corrections of errors, or provide functional and performance improvements but does in no circumstances mean a Main Release.

“Territory” means the country where Your purchase order for the Software was originated, unless otherwise set forth in the Order Form.

“Trimble” means Trimble Finland Oy and its successors, a Finnish private limited company with Business ID 0196634-1, and its affiliated companies, as applicable.

“Trimble ID” is a digital identity that is required for each User accessing Trimble software or digital services. We process Your contact details and login details such as user name and password. The purpose of this processing is to provide You access to our products and services to which You or Your employer have purchased or subscribed.

“Trimble Partner Services” means the services to be provided by Trimble in accordance with these Partner Terms and subject to payment by You of the Annual Fee;

“Third Party Licensee” shall mean any third parties licensed to use the Interface for development, use and distribution of Applications pursuant to a Partner Program agreement with Trimble.

“User” means an individual employed by You or an Authorized Affiliate or a Professional Consultant, as applicable, who has been assigned a valid License Key in order to use the Software on the Equipment. For the purposes of this definition, “employees” shall be deemed to include self-employed contractors using the Software on behalf of You pursuant to an agreement with You or an Authorized Affiliate or a Professional Consultant.

“You” means the Party acquiring the License, being you as an individual or the business entity/organization you represent, as specified in the Order Form, or any permitted assignee or successor in title.

2. Intellectual Property Rights and License Grant

2.1 Ownership of any intellectual property rights to the Applications and/or BIM content as well as any associated documentation created by or on behalf of You shall remain vested in You or such third party as You may represent. You hereby grant Trimble a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable license to use, reproduce, create derivative works of, distribute, modify, publicly perform and publicly display any Applications and/or BIM content made available on the Site, for the purpose of making available, displaying, distributing and promoting the Site, and for the purpose of further development of the Site and other Trimble software products and related services.

All intellectual property rights to the Software, the Documentation and all parts thereof shall remain vested in Trimble and its third party licensors, and no such rights shall pass to You.
 

2.2 Ownership of any intellectual property rights in (i) the Software; (ii) the Documentation; (iii) any works derived from the Software or the Documentation; and (iv) any other literary works or other works of authorship created by Trimble, their personnel, employees, subcontractors or consultants, shall vest or remain vested in Trimble or their third party licensors, as applicable, and no such rights shall pass to You.

2.3 Subject to timely payment of the applicable License Fees and subject to the applicable License Parameters, Trimble hereby grants You a non-exclusive, non-assignable, non-transferable (except to the extent as may be permitted by the License Parameters) and non-sublicensable License, to download, install and/or use, display and run the Software on Equipment that fulfils the minimum configuration requirements set forth in the Documentation. Each License acquired by You shall permit one named User of the Software, as specified in the Order Form.

2.4 The License Type for Your License to the Software, the Subscription Period, and the commercial terms of Your purchase are specified in the Order Form. The Order Form may also specify additional terms and conditions applicable to Your License to the Software. If the License Type is not specified in the Order Form, the License Type shall be User License, Standard (as defined below).

2.5 Named User Licenses

User License means that the User must (i) be identified by a unique user identification, the Trimble ID and (ii) be an individual, not a group associated with a generic login. The User must log in using the aforementioned Trimble ID to access the Software, and no one else may access the Software using the same Trimble ID.

2.6 Partner License (please note Special Terms and Conditions for Partner License in Clause 3 below)

• Use of Software: only for purposes of Partner Program for You, worldwide. Use for other commercial purposes is explicitly excluded.
• License Term: until expiry of the Subscription Period.
• User: You or Your employee, or the employees of Your Affiliate, limited to one Trimble ID per each Partner License.
• For clarity, A Partner License is a Named User License and operates under the same terms and conditions as specified in Clause 2.5.

2.7 You shall not, and You shall ensure that Your Authorized Affiliates and Professional Consultants do not:

1. modify, enhance or merge the whole or any part of the Software with any other software or documentation;
2. assign, transfer (except to Authorized Affiliates or Professional Consultants where permitted by applicable License Parameters), distribute, sell, lease, rent, sub-license, charge or otherwise deal in or encumber the Software, nor make the Software available to any third party, nor use the Software to provide software-as-a- service, service bureau or similar services to any third party;
3. adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Software, or to access the source code of the Software;
4. enable use of the Software by duplication through virtualization or comparable technology in a manner that would exceed the number of Licenses purchased by You;
5. use the Software to develop other software, except the Applications;
6. develop Applications for third parties unless You have been granted access to Trimble’s Partner Program and have acquired Trimble’s Partner License (as Trimble’s Partner You must not in any way assign, transfer, distribute, sell, lease, rent, sub-license or otherwise make the Software available to users of the Application or other third parties, nor use the Software to provide remote-software-services, software-as-a-service, service bureau or similar services to users of the Application or other third parties);
7. use, whether alone or in combination with any other mark, nor register or attempt to register, whether directly or indirectly, any trademarks, trade names, logotypes or other symbols of Trimble or Tekla, or any confusingly similar marks, names or symbols, nor any Internet domain names containing any such trademarks, trade names or symbols. Any Internet domain names containing the above that have been registered or reserved by You or any Authorized Affiliate of You prior to entering into the Order Form shall be transferred to Trimble upon request, and You agree to do any acts as may be necessary to effect such transfer;
8. remove any of the intellectual property markings in the Software or its outputs, nor try remove or bypass any of the intellectual property protection mechanisms in the Software or its outputs.

2.8 You shall assume all risk and liability regarding the development and/or use of any Applications. Other customers and/or Trimble itself may independently develop Applications similar to your Applications.

2.9 You shall promptly notify Trimble if You become aware of (i) any breach of confidentiality obligations regarding the Software, or (ii) any infringement (whether actual or alleged) of Trimble's intellectual property rights in the Software, or (iii) any unauthorized use of the Software by any person, and provide reasonable assistance to Trimble in connection with any suit or proceeding relating to such events.

3. Special Terms and Conditions for Partner License

1. Background and Purpose

   These Special Terms and Conditions for Partner License (“Partner Terms”) govern the terms applicable to Your possible membership in Trimble’s Partner Program, the related Partner License and Your development of Applications and BIM content for third party use (as referred to under Clause 2.4 above). These Partner Terms supplement the other terms and conditions of this EULA, which shall remain in full force and effect with respect to Partner Licenses unless other expressly set out in these Partner Terms.

    

    

2. Appointment

   Trimble may by separate written notification appoint You a member of its Partner Program and grant You a Partner License. Your participation in the Partner Program shall be subject to a separate application by You to participate in such program, which application may be granted or rejected by Trimble. Furthermore, Your participation in the Partner Program shall be subject to payment of the Annual Fee in accordance with the Order Form or Trimble’s price list in force from time to time. You and Trimble shall be independent contractors and nothing contained in this EULA shall be construed to constitute the Parties as partners, joint ventures, co-owners, employers, employees or other participants in a joint or common undertaking; or allow either Party to create or assume any obligations on behalf of the other for any purpose whatsoever.

    

    

3. Applications and/or BIM content

   Subject to prior notice in writing to Trimble, and payment of the Annual Fees, You shall be entitled, whether for free or against payment, to (a) make Applications and/or BIM content developed by You publicly available for download on the Site; and (b) make Applications and/or BIM content developed by You available directly to Your customers.

   
   The aforesaid rights granted to You shall be subject to You granting a non-exclusive license under any and all Essential Licensee Patents or any patents which You allege are Essential Licensee Patents that You or any of Your Affiliates own, or has the right to sub-license, to (i) Trimble or (ii) any Third Party Licensee desiring such a license, on fair and reasonable terms which in any case are no more unfavorable than terms and conditions of this EULA, for the purpose of development, use and distribution of Applications and/or BIM content, whether for commercial purposes or otherwise. You further agree that the patent license granted in accordance with this Clause shall include a release from any and all claims of infringement of any Essential Licensee Patents. For the avoidance of doubt, any failure by You to comply with this Clause will constitute a breach under this EULA. Trimble shall have the right to terminate these Partner Terms and/or this EULA if (a) You or Your Affiliate has asserted any Essential Licensee Patent or any patent which is allegedly an Essential Licensee Patent in any manner whatsoever, including but not limited to infringement claims or actions brought against the Software, or proceedings or assertions made in any court, arbitral tribunal or other similar forum, that the development, use, or distribution of Applications and/or BIM content infringe any of the Essential Licensee Patents owned or controlled by You or any Your Affiliates or sublicensable by You or any of Your Affiliates, or if (b) You or Your Affiliate refuse to grant to Trimble or its affiliated companies a license on terms deemed by Trimble or its affiliated company to be fair and reasonable under the Essential Licensee Patents of You or Your Affiliate, and in any case on terms and conditions no more unfavorable than the terms and conditions of this EULA.

   
   You shall defend, indemnify and hold Trimble, its affiliated companies and their respective employees and principals harmless from and against any claim, liability (including settlements and judgments) or expenses (including reasonable attorneys’ fees, expenses and court costs) arising out of any claim or demand made by any third party relating to any Applications and/or BIM content, including, but not limited to claims for alleged infringement of intellectual property rights. Trimble, in its sole discretion, shall be entitled to require You to remove from the Site any Applications and/or BIM content that Trimble determines, in its sole discretion, to violate these Partner Terms, the EULA, or the intellectual property rights of Trimble or any third party, unsafe or otherwise harmful in any way.
    

    

4. Representations

   You may not suggest any affiliation with Trimble, including any suggestion that Trimble sponsors, endorses or guarantees Your Applications and/or BIM content, except for the Interface integration relationship expressly contemplated in this EULA. You may not make any representations, warranties or commitments regarding Trimble or Trimble products or services or on behalf of Trimble
    

    

5. Limitation of Liability

   NEITHER TRIMBLE NOR ITS SUPPLIERS SHALL BE LIABLE FOR LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF PRODUCTION, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER TRIMBLE NOR ITS SUPPLIERS SHALL BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM NUCLEAR, SPACE OR AVIATION ACTIVITIES. FURTHERMORE, TRIMBLE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH APPLICATIONS DEVELOPED BY YOU OR YOUR AUTHORIZED AFFILIATES OR PROFESSIONAL CONSULTANTS. 
    

   MAXIMUM MONETARY LIABILITY OF TRIMBLE UNDER THIS EULA SHALL BE LIMITED TO, AND SHALL NOT EXCEED, AN AMOUNT CORRESPONDING TO THE AGGREGATE AMOUNT ACTUALLY PAID BY YOU TO TRIMBLE OR TO THE RESELLER DURING THE PRIOR TWELVE (12) MONTHS UNDER APPLICABLE ORDER.
   THIS CLAUSE SHALL SURVIVE THE EXPIRY OR TERMINATION OF THIS EULA FOR ANY REASON.

   
    

6. Exclusion and Limitation of Liability

   FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT UNDER CLAUSE 5 SHALL BE APPLIED ALSO UNDER THESE PARTNER TERMS. TRIMBLE’S MAXIMUM MONETARY LIABILITY UNDER THESE PARTNER TERMS SHALL IN ANY EVENT BE LIMITED TO, AND SHALL NOT EXCEED, AN AMOUNT CORRESPONDING TO THE ANNUAL FEE. THIS CLAUSE SHALL SURVIVE THE EXPIRY OR TERMINATION OF THIS EULA FOR ANY REASON.
    

END OF TERMS