AllSport GPS End User License Agreement

IMPORTANT, READ CAREFULLY. THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND TRIMBLE NAVIGATION LIMITED ("Trimble") and applies to the computer software with which this Agreement is provided, and includes any accompanying printed materials and any "online" or electronic documentation ("Software"). This Agreement will also apply to any Software error corrections, updates and upgrades subsequently furnished by Trimble, unless such are accompanied by different license terms and conditions which will govern their use.  BY CLICKING "YES" IN THE ACCEPTANCE BOX, OR BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THIS SOFTWARE. 

This Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.

1  SOFTWARE LICENSE.

1.1          License Grant. Subject to your compliance with the terms of this Agreement, the Terms of Use of the AllSport GPS™ service as posted on the AllSport GPS website at www.AllSportGPS.com  ("Terms of Use"), and your continued subscription to the AllSport GPS service, Trimble grants you a non-exclusive, non-transferable license, without right of sublicense, to install, use and display the Software in a machine-readable form solely for your internal purposes, and solely in connection with your use of the AllSport GPS service. You may reasonably copy the Software to the extent necessary to enable your permitted internal use of the Software, but you may not copy or distribute the Software to any third parties.

1.2          Other Rights and Limitations. (1) The Software contains valuable trade secrets proprietary to Trimble and its suppliers. To the extent permitted by relevant law, you shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the Software, or attempt to do so, provided, however, that to the extent any applicable mandatory laws give you the right to perform any of the aforementioned activities without Trimble's consent in order to gain certain information about the Software for purposes specified in the respective statutes (e.g., interoperability), you hereby agree that, before exercising any such rights, you shall first request such information from Trimble in writing detailing the purpose for which you need the information.  Only if and after Trimble, at its sole discretion, partly or completely denies your request, may you exercise such statutory rights. (2) This Software is licensed as a single product. You may not separate its component parts for use on more than one computer or device.  (3) You may not rent, lease, or lend, the Software.  (4) You may not modify or make derivative works of the Software.  (5) No service bureau work, multiple-user license or time-sharing arrangement is permitted.  For purposes of this Agreement "service bureau work" shall be deemed to include, without limitation, use of the Software to process or to generate output data for the benefit of, or for purposes of rendering services to any third party over the Internet or other communications network.

1.3          Ownership; Notices. All right, title and interest (including but not limited to copyright, patent, trade secret and all other intellectual property and proprietary rights worldwide) in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by Trimble and its suppliers. You shall not remove, cover or alter any of Trimble's (or its designated suppliers') copyright, trademark or other proprietary notices placed upon, embedded in or displayed by the Software or on its packaging and related materials.

1.4          Notice about Location Based Services.  When you use this Software to voluntarily upload and share workouts through the AllSport GPS services (at www.AllSportGPS.com), information regarding your geographic location(s) may be accessed and disclosed through the Software used with those services.  You agree to notify any other users associated with your AllSport GPS account of this feature.

1.5          U.S. Government Restricted Rights.  The software and documentation are "commercial items" as that term is defined at 48 C.F.R.2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software and documentation with only those restricted rights as set forth herein.

2  NO WARRANTIES.  The Software is being delivered to you "AS IS" and Trimble makes no warranty as to its use or performance.  TRIMBLE AND ITS SUPPLIERS DO NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.  YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIMBLE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, TERMS, AND CONDITIONS, EITHER EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES, TERMS, AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGE-MENT WITH REGARD TO THE SOFTWARE, ITS SATISFACTORY QUALITY, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

TRIMBLE IS NOT RESPONSIBLE FOR THE OPERATION OR FAILURE OF OPERATION OF GPS SATELLITES OR THE AVAILABILITY OF GPS SATELLITE SIGNALS.

3  LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRIMBLE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,  EVEN IF TRIMBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

IN NO EVENT SHALL TRIMBLE'S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT and THE SOFTWARE, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT PAID TO TRIMBLE FOR USE OF THE SOFTWARE GIVING RISE TO THE CLAIM, if any. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

4  TERMINATION.  Without prejudice as to any other of its rights, Trimble may terminate this Agreement immediately and without notice if you breach any provision of this Agreement or of any other agreement between you and Trimble (including, without limitation, the Terms of Use).  Upon termination of this Agreement, you must destroy all copies of the Software and all of its component parts.

5  EXPORT RESTRICTIONS.  You shall not export, directly or indirectly, the Software (or any component part or output thereof) to any country in violation of any law or regulation, including without limitation any law or regulation of the U.S. Government or any agency.  You are solely responsible for complying with all applicable export and import regulations and obtaining all necessary export and import licenses or permits for the Software.  You agree to defend, indemnify and hold Trimble harmless against any liability (including attorneys' fees) arising out of your failure to comply with the terms of this paragraph.

6  GENERAL.  This Agreement shall be governed by the laws of the State of California and applicable United States federal law without reference to "conflict of laws" principles or provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Jurisdiction and venue of any dispute or court action arising from or related to this Agreement or the Software shall lie exclusively in or be transferred to the courts of the County of Santa Clara, California, and/or the United States District Court for the Northern District of California.  You hereby consent and agree not to contest, such jurisdiction, venue and governing law.  You may not assign this Agreement in whole or in part without Trimble's prior written consent, and any assignment or transfer in violation of the foregoing is null and void.  Trimble reserves all rights not expressly granted by this Agreement.   If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, it shall not render this Agreement unenforceable or invalid as a whole, and in such event, such provision shall be interpreted so as to best accomplish the objectives of such unenforceable or invalid provisions within the limits of applicable law.  The failure of Trimble to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  This Agreement may only be modified in writing by an authorized representative of Trimble.  This Agreement, together with the Terms of Use, constitute the entire agreement between you and Trimble relating to the Software and supersede all prior or contemporaneous understandings and agreements relating to such subject matter whether oral or written.  In the event of any conflict between this Agreement and the Terms of Use with respect to the Software, this Agreement shall control.