SketchUp for Schools Educational Use Agreement

SketchUp for Schools Educational Use Agreement

VERSION 3.0 (Last updated: October 16, 2026)

Welcome to SketchUp for Schools! This SketchUp for Schools Educational Use Agreement ("Agreement") is entered into as of the Effective Date between the Trimble entity described in Section 9 (Contracting Party; Governing Law; Venue) ("Trimble") and you, a primary or secondary educational institution (“Educational Institution" or "you") that accesses and uses the Service (defined below). The Service is meant for use by primary and secondary educational institutions only. If you are not using the Service on behalf of an educational institution, then you may not use the Service. If you are using the Service as an employee, contractor, or agent of an Educational Institution, you represent that you are authorized to accept this Agreement on behalf of such Educational Institution, and all references to “you” include such Educational Institution. If you do not have the right, authority, or capacity to accept the Agreement, or do not agree with any provision of the Agreement, then you cannot access or use the Service. “Service” means the object code form of Trimble’s proprietary SketchUp for Schools software product, offered for deployment as a (a) web application that is made available through supported internet browsers (“Web Application”) and executed locally within the internet browser environments of Permitted Users (as defined below); and (b) mobile application that is made available for download through an Application Store (defined below) for use on compatible devices and executed locally on devices (“Mobile Application”).

This Agreement consists of the terms and conditions set forth below and the applicable Region-Specific Terms set forth on Exhibit A. The "Effective Date" of this Agreement is the date that Educational Institution first accesses the Service through any online provisioning, registration, or order process.

Changes to Agreement: Trimble may modify this Agreement from time to time in its sole discretion. Educational Institution may be required to accept the modified Agreement before continuing to use the Service. Such acceptance or your continued use of the Service following the posting of any modifications to the Agreement will confirm Educational Institution’s acceptance of, and agreement to be bound by, the updated Agreement. We encourage you to review the Agreement from time to time so that you are aware of any changes, as they are binding on Educational Institution.

This Agreement can be accessed and viewed at any time at https://www.sketchup.com/edu-tos.

1. THE SERVICE

1.1 Overview. The Service enables Permitted Users to (a) view and design three-dimensional digital images and models ("Models"); and (b) export, save, and share Models external to the Service using a Service Account (defined below) or Permitted User local devices. There is no fee for the Service.

1.2 License. Subject to the terms and conditions of this Agreement and during the Term, Trimble grants Educational Institution and its Permitted Users, solely for its own benefit for educational, non-commercial purposes (i.e., by an instructor or student at the Educational Institution and while engaged in educational work), a limited, non-exclusive, non-transferable, revocable license to: (a) install and use the Web Application on supported internet browsers; and/or (b) download, install, and use the Mobile Application on compatible devices that it owns or controls, in accordance with any terms and conditions set forth by the operator of the application store.

1.3 Ownership. Trimble or its licensors own all right, title, and interest including but not limited to intellectual property rights in and to the Service and all content, features, functionality, code, software, text, graphics, logos, icons, images, data compilations, documentation, and other materials and related Trimble technology made available through the Service, including any modifications or improvements. Except for the rights and licenses expressly granted under the Agreement, all rights are reserved and retained by Trimble or its licensors, and no rights or licenses are granted by implication, estoppel, or otherwise.

1.4 Responsibility and Administration.

(a) Responsibility for Consent and Notices. Educational Institution assumes responsibility for obtaining any consent required from parents, and for providing appropriate notices and disclosures to student Permitted Users (defined below) and their parents regarding student use of the Service.

(b) Student Personal Information. Educational Institution assumes responsibility for complying with and providing any disclosures and notices and obtaining any consent required under the Family Educational Rights and Privacy Act and the U.S. Department of Education's implementing regulations at 34 CFR Part 99 (collectively, "FERPA"), the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”) and all other applicable laws, rules or regulations concerning the collection, use, and disclosure of personal information about students, including providing disclosures to students authorized to use the Service and their parents regarding student use of the Service, and obtaining any consents required from parents to the extent required under COPPA, FERPA, or other applicable privacy laws. Educational Institution will remain responsible for complying with all parental notice requirements and parental consent regarding collection, use, and disclosure of student personal information. Under no circumstances will Trimble be liable for the failure of Educational Institution to provide notice or obtain consent when required.

(c) Compliance. Educational Institution will be responsible for its and Permitted User access to and use of the Service and Educational Institution Data (defined below) including (i) compliance with all applicable local, state, federal and international rule, laws, regulations and conventions, including, without limitation, those related to data privacy, data transfer, international communications and the exportation of technical or personal data (collectively, “Laws”) in the jurisdiction in which the Permitted User resides or accesses the Service; (ii) compliance with the terms and conditions of this Agreement; and (iii) any and all actions taken using Educational Institution’s or any Permitted User’s account. In the event that any Permitted User is no longer a student, employee, contractor or agent of Educational Institution, Educational Institution will be solely responsible for de-activating such Permitted User’s access. Educational Institution will promptly notify Trimble if it becomes aware of any compromise of Permitted User login credentials.

(d) Administrators. Educational Institution will appoint one or more individuals to have administrative privileges over Educational Institution’s Service Account ("Administrators"). Administrators may provision (i) students of Educational Institution; and (ii) faculty members and other employees, contractors and agents of Educational Institution (collectively, "Permitted Users") with access to use the Service as permitted herein. For the avoidance of doubt, Administrators are also "Permitted Users" under this Agreement.

(e) No Minor Administrators. Administrators must be 18 years of age or older. Educational Institution will not permit anyone under the age of 18 to access or use any Administrator account.

1.5 General Restrictions. Educational Institution will not and will not permit any Permitted User or 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 the 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; (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; (h) create more than one account for any individual Permitted User; (i) violate the use rights for the Service, including sharing user credentials with any other person; (j) use the Service to send SPAM or any other form of duplicative and unsolicited messages to other users or customers of the Service; (k) harvest, collect, gather or assemble information or data regarding other users or customers; (l) transmit through or post on the Service unlawful, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material that may be harmful to minors; (m) knowingly transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service; (n) distribute, disclose or allow use of any of the Service in any format through any timesharing device, service bureau, network or by any other means, to or by any third party; or (o) create Internet "links" to or from the Service, or "frame" or "mirror" any Trimble content which forms part of the Service.

1.6 Third Party Content. Through the Service, Trimble may make available third-party content ("Third Party Content") provided by third parties (each, a "Third Party Provider"). Subject to payment of any fees, if applicable, Educational Institution may use Third Party Content with the Service during the Term, but only in accordance with (a) any usage limitation or other restrictions specified by Trimble, and (b) any terms and conditions specified by the applicable Third Party Provider. Educational Institution acknowledges that Trimble has no obligation to continue to make available Third Party Content from any particular Third Party Provider. Trimble may cease offering any Third Party Content at any time for any reason or no reason in Trimble's sole discretion without liability.

1.7 Usage Data. Educational Institution acknowledges that Trimble may collect information about Educational Institution’s and Permitted Users’ use of the Service, e.g. features used and session length ("Usage Data"). Usage Data is anonymized and does not contain any personally identifiable information of any individual, and as such constitutes Trimble data. Trimble may use Usage Data as it chooses in its sole discretion including without limitation to provide the Service and related services, improve its products and services, and develop aggregate statistics.

1.8 Feedback. If Educational Institution or any Permitted User provides Trimble with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service (“Feedback”), then Educational Institution hereby grants to Trimble and its affiliates a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and otherwise exploit the Feedback.

1.9 Privacy Notice. Trimble’s collection of personal information including student personal information is limited. Please review the Trimble Privacy Notice and the SketchUp for Schools Privacy Notice for Children for information relating to Trimble’s collection, use, and disclosure of personal information.

2. THIRD PARTY SERVICES AND APPLICATION STORES

2.1 Login. Login and authentication for the Service is facilitated through an integration with a third-party provider, currently either Google Workspace for Education or Microsoft for Education (each a "Login/Storage Provider"), which Login/Storage Provider is managed by Educational Institution.

2.2 Service Account. To use the Service, Educational Institution and each Administrator and Permitted User must have a valid account with the applicable Login/Storage Provider (each, a “Service Account”). Educational Institution is responsible for maintaining valid Service Accounts in order to use the Service. Educational Institution acknowledges that if any Service Account is terminated, then Educational Institution, Administrators, and/or Permitted Users (as applicable) will no longer be able to access the Service. Trimble expressly disclaims all obligations and liability in connection with Service Accounts.

2.3 Use with other Trimble Products. The Service may allow Permitted Users to connect with other Trimble products or services. Use of such other products or services that are not part of the Service may require payment of a separate fee and are governed by those products or services’ respective terms of service, end user license agreement, or other agreement, and not by this Agreement.

2.4 Third Party Application Stores.

(a) Sourcing from Application Store. To use the Mobile Application, Educational Institution must download it from Apple Inc.’s application store (“Application Store”). Such Application Store is considered a “Reseller” under this Agreement, and Educational Institution’s use of the Mobile Application is subject to Section 2.5 (Sourcing from Reseller). Educational Institution’s download, installation, and use of the Mobile Application may be subject to other terms as specified by the operator of the Application Store.

(b) Application Store Terms. If Educational Institution downloads the Mobile Application from Apple Inc.’s Application Store, then the Apple Apps Additional Terms available at https://www.trimble.com/en/legal/terms-and-conditions/apple-apps-additional-terms apply to the Mobile Application and are incorporated by reference into the Agreement.

2.5 Sourcing from Reseller. The following terms of this Section are applicable and will prevail in the event of any conflict with any other provisions of the Agreement. This Agreement is between Trimble and Educational Institution and governs all downloads, installations, and uses of the Mobile Application by Educational Institution. Resellers are not authorized to modify this Agreement or make any promises or commitments on Trimble’s behalf, and Trimble is not bound by any obligations to Educational Institution other than as set forth in this Agreement. Trimble is not party to (or responsible under) any separate agreement between Educational Institution and Reseller and is not responsible for Reseller’s acts, omissions, products, or services. Reseller is solely responsible for delivering to Educational Institution the Mobile Application, and Trimble will have no liability to Educational Institution for Reseller’s failure to deliver. Reseller has no authority to make any statements, representations, warranties, or commitments on Trimble’s behalf. If Reseller agrees to provide front-line support or professional services to Educational Institution, Trimble has no responsibility for such Reseller-provided support or professional services.

3. EDUCATIONAL INSTITUTION DATA

3.1 Educational Institution Data. The Service enables Permitted Users to (a) view and design Models; and (b) export, save, and share Models external to the Service using a Service Account or Permitted User local devices. The Service is designed to limit the amount of data or information that is submitted to the Service by Permitted Users. “Educational Institution Data” means Models.

3.2 Rights in Educational Institution Data. As between Educational Institution and Trimble, Educational Institution retains all right, title and interest (including any and all intellectual property rights) in and to the Educational Institution Data.

3.3 Use of Educational Institution Data. Subject to the terms of this Agreement, and solely to the extent necessary to provide the Service, Educational Institution hereby grants to Trimble a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, publish and publicly perform and display the Educational Institution Data.

3.4 Local Execution and Storage. The Service is executed locally either on compatible devices or within the internet browser environments of Permitted Users and made available without any server-side execution by Trimble. This means that Educational Institution Data must be saved either in Service Accounts or on Permitted User local devices. Trimble expressly disclaims all obligations and liability with respect to the storage of Educational Institution Data.

3.5 No PI or PHI. Except as described in the Trimble Privacy Notice and SketchUp for Schools Privacy Notice for Children, the Service is designed not to receive any Personal Information or Personal Health Information. Educational Institution will not and will not permit any third party including Permitted Users to submit to the Service any Personal Information or Personal Health Information. “Personal Information” means as defined under applicable privacy and data protection laws and regulations including but not limited to the California Consumer Privacy Act of 2018 as may be amended by the California Privacy Rights Act of 2020, and as may be further amended from time to time and General Data Protection Regulation (EU) 2016/679 as may be amended. “Personal Health Information” means as defined under the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and its implementing regulations, as may be amended. Trimble expressly disclaims all obligations and liability with respect to Personal Health Information and Personal Information.

3.6 Accuracy. Educational Institution is responsible for the accuracy, content, and legality of all Educational Institution Data. Trimble expressly disclaims all obligations and liability with respect to Educational Institution Data.

4. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

4.1 Representations and Warranties.

(a) General. Educational Institution represents and warrants that (i) it has all rights in and to the Educational Institution Data necessary to grant the license described in Section 3.3 (Use of Educational Institution Data); (ii) the Educational Institution Data does not or will not infringe on or misappropriate the intellectual property, publicity, privacy or other rights of any third party; and (iii) the Educational Institution Data and access to and use of the Service by Educational Institution and Permitted Users at all times complies with (1) the terms and conditions of this Agreement; (2) Laws; and (3) any terms and conditions required by any Third Party Provider including the Login/ Storage Provider.

(b) COPPA and FERPA. Educational Institution represents and warrants that it has provided and will continue to provide all required notices and disclosures to parents and students and has obtained and will continue to obtain any required consents in accordance with COPPA and FERPA, including, where applicable, consent provided by the Educational Institution on behalf of parents in connection with student use of the Service.

4.2 Indemnification by Educational Institution. To the maximum extent permitted by applicable law, Educational Institution will indemnify, defend and hold harmless Trimble and its parent companies, subsidiaries, and affiliates and its and their directors, officers, agents, customers, suppliers, successors, assigns, contractors, and employees from and against any and all third party actions, proceedings, disputes, demands, claims, controversies, actions, awards, costs, damages, losses, liabilities, and expenses (including reasonable attorney fees and costs) (each, a “Claim”) arising out of or relating to: (a) breach or alleged breach of the terms of the Agreement by Educational Institution or Permitted Users; (b) breach or alleged breach of the terms of the Apple Apps Additional Terms (referenced in Section 2.4(b)), if applicable, by Educational Institution or Permitted Users; (b) violation or alleged violation of Laws by Educational Institution or Permitted Users; or (c) Educational Institution Data, including but not limited to a Claim that the Educational Institution Data infringes or misappropriates or allegedly infringes or misappropriates the intellectual property rights of any third party. Educational Institution will have the exclusive right to control and settle any Claim, except that Educational Institution may not settle a Claim without Trimble’s prior written consent (not to be unreasonably withheld) if the settlement requires Trimble to admit any liability, pay any amounts, or take any action or refrain from taking any action (other than ceasing use of infringing materials). Trimble may participate in the defense of any Claim at its expense.

5. TERM AND TERMINATION

5.1 Term and Termination. This Agreement is effective as of the Effective Date and will continue in effect while Educational Institution and Permitted Users use the Service or until terminated as set forth below (the “Term”). Educational Institution may terminate this Agreement at any time for any reason by disabling access to the Service through its Service Account. Trimble may at any time for any reason with or without notice and without liability to Educational Institution suspend or terminate Educational Institution and/or Permitted User rights to use the Service.

5.2 Discontinuation. Trimble reserves the right to discontinue the Service at any time for any reason with or without notice and without any liability to Educational Institution. Upon discontinuation, this Agreement will immediately terminate.

5.3 Effect of Termination. Upon termination for any reason, all licenses and rights granted to Educational Institution under this Agreement will immediately terminate, and all Permitted Users must cease all use of the Service and: (a) uninstall the Web Application and clear any related locally stored data, cached data, and cookies from any internet browsers that accessed the Web Application; (b) uninstall the Mobile Application from all devices on which it is installed; and (c) destroy or erase any documentation or materials provided by Trimble in connection with the Service.

5.4 Survival. Those provisions of this Agreement that by their nature are intended to survive expiration or termination will so survive including but not limited to Sections 1.3 (Ownership), 1.7 (Usage Data), 1.8 (Feedback), 3.2 (Rights in Educational Institution Data), 4 (Representations and Warranties; Indemnification); 5 (Term and Termination), 6 (Disclaimers), 7 (Limitation of Liability), 8 (Export Restrictions), 9 (Contracting Party; Governing Law; Venue), and 10 (General).

6. DISCLAIMERS

6.1 General. THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. TRIMBLE AND ITS SUPPLIERS MAKE NO (AND HEREBY DISCLAIM ALL) OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. TRIMBLE DOES NOT WARRANT THAT EDUCATIONAL INSTITUTION’S OR PERMITTED USERS’ USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT TRIMBLE WILL REVIEW EDUCATIONAL INSTITUTION’S DATA FOR ACCURACY OR THAT IT WILL MAINTAIN EDUCATIONAL INSTITUTION’S DATA OR OTHER DATA WITHOUT LOSS. TRIMBLE IS NOT 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 WILL NOT BE LIABLE IN ANY MANNER FOR THE OUTPUT OBTAINED THROUGH USE OF THE SERVICE OR EDUCATIONAL INSTITUTION’S OR PERMITTED USERS’ RELIANCE ON SUCH OUTPUT. EDUCATIONAL INSTITUTION IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF ITS AND PERMITTED USERS’ USE OF THE SERVICE. THIS RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE AND THE SELECTION OF THE SERVICE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. EDUCATIONAL INSTITUTION IS ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT OF THE SERVICE. EDUCATIONAL INSTITUTION MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

6.2 No High-Risk Activities. 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. INSTITUTION REPRESENTS AND WARRANTS THAT INSTITUTION 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.

6.3 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 6 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

7. LIMITATION OF LIABILITY

7.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRIMBLE, ITS PARENT COMPANIES, AFFILIATES, AND SUBSIDIARIES AND ITS AND THEIR DIRECTORS, OFFICERS, AGENTS, CUSTOMERS, AGENTS, SUPPLIERS, SUCCESSORS, ASSIGNS, OR EMPLOYEES (COLLECTIVELY, THE “TRIMBLE PARTIES”) 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, LOSS OF REVENUE, LOSS OF GOODWILL), COST OF PROCUREMENT OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ANY TRIMBLE PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL CUMULATIVE LIABILITY OF THE TRIMBLE PARTIES FOR ALL CLAIMS, LOSSES, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE WILL NOT EXCEED FIVE HUNDRED DOLLARS (USD $500) IN THE AGGREGATE, REGARDLESS OF THE NUMBER OF CLAIMS MADE OR THE NUMBER OF TRIMBLE PARTIES AGAINST WHICH CLAIMS ARE ASSERTED.

7.2 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 7 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

8. EXPORT RESTRICTIONS

Educational Institution acknowledges that the Service is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Educational Institution will not, and will not allow any third party to, remove or export from the United States or allow the export or re-export of any part of the Service or any direct product 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 or fifty percent (50%) or more owned or controlled, directly or indirectly, by any such individual or entity; (c) to any country to which the export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining a license or approval; or (d) otherwise in violation of any Laws. Educational Institution warrants that it is not located in, under the control of, or a national or resident of any prohibited country or on any prohibited party list, and are not fifty percent (50%) or more owned or controlled, directly or indirectly, either individually or in the aggregate, by any such individual or entity and will notify the other in writing within five (5) business days upon becoming aware of any change in its ownership or control that would cause it or any such entity to appear on, or become subject to designation on, any Restricted Party List. The Service is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government. Educational Institution will defend, indemnify, and hold Trimble harmless against any liability (including attorneys’ fees) arising out of Educational Institution’s failure to comply with the terms of this Section 8. Educational Institution’s obligations under this Section 8 will survive the termination of the Agreement for any reason whatsoever.

9. Contracting Party; Governing Law; Venue

9.1 Trimble Entity. The Trimble entity that is the contracting party to this Agreement is as set forth in the table below.

9.2 Governing Law and Venue. The sole and exclusive governing law, jurisdiction, and venue for the rights and obligations arising out of or relating to this Agreement including any dispute, claim, legal action, proceeding, or controversy (collectively, “Disputes”) is as set forth in the table below, in each case to the exclusion of all other courts and venues, and each party irrevocably consents to the foregoing sole and exclusive jurisdiction and venue; provided that Trimble may elect to bring action in courts with jurisdiction for Educational Institution location. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of laws provisions giving rise to a different result do not apply. Each party hereby waives, to the maximum extent permitted by applicable law, any objection, including any objection based on forum non conveniens, to the bringing of any proceeding in the jurisdiction.

* Educational Institution location is the address where it uses the Service.
** See additional required notice address for Trimble in Section 10.3 (Notices).

9.3 Limitation on Disputes. No Dispute may be brought by any party more than one (1) year after such Dispute accrued.

9.4 Waiver of Jury Trial - For United States Claims. FOR ANY CLAIM, LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT IN A STATE, FEDERAL, OR OTHER COURT IN ANY JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUCH CLAIM, LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT BE ENFORCED OR ENFORCEABLE TO THE EXTENT A WAIVER OF THE RIGHT TO A TRIAL BY JURY IS PROHIBITED BY, OR CONTRARY TO, THE PUBLIC POLICY OF THE STATE IN WHICH THE CLAIM, LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM IS FILED.

10. GENERAL

10.1 Region-Specific Terms. Additional terms and conditions for specified regions are as set forth in Exhibit A.

10.2 Independent Contractors and Subcontractors. 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.

10.3 Notices. Any notice or other communication given by Educational Institution to Trimble in connection with this Agreement will be deemed given and served when personally delivered, delivered by a reputable international carrier requiring signature for receipt addressed to Trimble at its notice address (the applicable address in the table in Section 9 (Contracting Party; Governing Law; Venue)), or delivered by email if to Trimble, to legal_administration@trimble.com, when the recipient by reply email confirms receipt (with an auto-reply, e.g., an out-of-office message, not constituting acknowledgment of an email for purposes of this Section). Except for notice by email, notice is deemed effective upon delivery or refused delivery attempt. Any notice or other communication by Trimble to Educational Institution in connection with this Agreement will be deemed given and served when delivered by email to the email address associated with its account effective on the date sent. Any valid notice to Trimble will include a required copy to: Trimble Inc., Attn: General Counsel - Important Legal Notice, 10368 Westmoor Drive, Westminster, CO 80021, USA.

10.5 Assignment. Educational Institution cannot assign or transfer the Agreement or any of its rights and obligations under the Agreement without Trimble’s prior written consent. Trimble may assign or transfer without restriction. Any purported delegation, assignment, or transfer in contravention of the foregoing prohibition is null and void. The Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

10.6 Waiver and Severability. The failure or delay by Trimble to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any provision of the Agreement by or of the rights and obligations of Trimble will be effective unless in writing and signed by Trimble. If any provision of the Agreement is found or held to be unlawful or unenforceable under Laws, then the meaning of said provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of the Agreement, which will remain in full force and effect. In such event, Educational Institution and Trimble will negotiate, in good faith a substitute, valid, and enforceable provision that most nearly effects Educational Institution and Trimble’s intent in entering into the Agreement.

10.7 Entire Agreement and Amendments. The Agreement sets forth the entire understanding between the parties in connection with its subject matter, and supersedes all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, regarding the subject matter thereof. Any additional, contrary, and/or pre-printed terms or conditions appearing on Educational Institution’s acceptance, orders, or associated purchase documentation, if any, are hereby rejected and will be of no effect. The Agreement cannot be amended by Educational Institution.

10.8 Cumulative Remedies. The rights and remedies set forth in the Agreement are cumulative and not alternative or exclusive of any other rights or remedies that Trimble may have, except to the extent expressly provided otherwise in the Agreement.

10.9 U.S. Government End-Users. Any part of the Service acquired by or on behalf of the U.S. Government are subject to RESTRICTED RIGHTS and are licensed consistent with and pursuant to the policies set forth in 48 C.F.R. § 12.212 (for civilian agencies) and 48 C.F.R. § 227.7202 (for the Department of Defense). The Service is “Commercial Computer Software” and “Computer Software Documentation," as each of those terms are defined at 48 C.F.R. § 2.101 and 48 C.F.R § 227.7014, and used in § 12.212 or § 227.7202, as applicable. The Commercial Computer Software and Computer Software Documentation are Commercially Available Off-the-Shelf (COTS) items developed fully at private expense and readily available in the commercial marketplace. The Commercial Computer Software and Computer Software Documentation are licensed to the U.S. Government with only those rights as are granted to commercial and public end users pursuant to the terms and conditions herein. Trimble reserves all rights not expressly granted to the U.S. Government under the Agreement.

10.10 Official Language. The parties have specifically requested that the Agreement be drafted in English. Les parties ont spécifiquement demandé que cette entente soit rédigée en anglais. If there is a conflict between versions of the Agreement in any other language, the English language version controls.

10.11 Headings; Language. The headings in the Agreement have been inserted for convenience only and will have no substantive effect. The language of all parts of the Agreement will in all cases be considered as a whole, according to its fair meaning, and not strictly for or against either party. Each party hereby acknowledges and agrees that the language of the Agreement will be considered jointly drafted.

10.12 Publicity. Neither party may issue a press release regarding the parties’ entry into this Agreement without the other party’s prior written approval.

10.13 No Third Party Beneficiaries. This Agreement does not confer any rights or remedies upon any third party except to the extent expressly set forth herein.

11. Digital Millennium Copyright Act and Digital Services Act

If you believe that your work has been copied in a way that constitutes copyright infringement and wish to submit a takedown notice under the Digital Millennium Copyright Act (“DMCA”) or the EU Digital Services Act, Regulation (EU) 2022/2065 (“DSA”), please provide Trimble’s DMCA and/or DSA administrator, as applicable, the written information specified below:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed upon;

• A description of where the material that you claim is infringing is located on 3D Warehouse;

• Your address, telephone number, and email address;

• A statement made by you under penalty of perjury that (i) you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (ii) the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

For DMCA notices: Trimble's DMCA administrator for notice of claims of copyright infringement on 3D Warehouse is:

Trimble Inc.
ATTN: DMCA/ and DSA Administrator
Legal Department
10368 Westmoor Drive
Westminster, Colorado 80021
United States of America
Fax: +1 760 867 2341
DMCA@trimble.com

For DSA notices: Trimble’s representative for purposes of any matters related to the DSA is:

Trimble Europe B.V.
Industrieweg 187a
5683CC Best
The Netherlands
tebv_legaladministration@trimble.com

Exhibit A

Region-Specific Terms

This Exhibit A provides region-specific terms for Australia, the European Union, France, The Netherlands, and Germany.

Australia

For an Educational Institution that uses the Service in Australia, the following provisions apply: (a) For the purposes of this Section, “Australian Consumer Law” means the Australian Consumer Law set out at Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time, and “Non-excludable Condition” means the consumer guarantees, warranties, rights, or remedies under the Australian Consumer Law that cannot be limited, excluded, restricted, or modified, and to which Educational Institution may be entitled. (b) To the extent permitted by Law, Trimble’s liability in relation to breach of any such Non-excludable Condition shall be limited, at its option, as follows: (i) in the case of the goods, to repairing or replacing the goods, supplying equivalent goods, or paying the costs of repairing or replacing the goods or acquiring equivalent goods; and (ii) in the case of the services, to re-supplying the services or paying the cost of re-supplying the services. (c) Nothing in the Agreement excludes, restricts or modifies any Non-excludable Condition. (d) Nothing in the Agreement is intended to derogate from Trimble’s obligations under the Privacy Act 1988 (Cth) as amended from time to time. (e) Where use of the Service is a “Small Business Contract” within the meaning of the Australian Consumer Law: (i) Trimble shall not accelerate Educational Institution’s unbilled future fees under any order; (ii) Educational Institution’s indemnification obligations under the Agreement are reduced to the extent Trimble’s acts or omissions contributed to or caused the claims, costs, damages, losses, liabilities, and expenses suffered by Educational Institution; (iii) Trimble’s liability in relation to breach of any Non-excludable Condition will be an Excluded Claim; and (iv) No Dispute or legal action arising under the Agreement may be brought by either party more than three years after such cause of action accrued.

European Union

If and to the extent that Chapter VI of Regulation (EU) 2023/2854 (“Data Act”) applies to the Service, the following applies:

Educational Institution may provide not less than sixty (60) days prior written notice to Trimble requesting to switch to a data processing service offered by a different provider of data processing services or to port all exportable data and digital assets in the Service to an on-premises ICT infrastructure (“Switch”), upon which the Educational Institution has a period of up to 30 days to so switch or port. During said period the Agreement remains applicable including the obligations regarding business continuity and security and Trimble shall (i) provide reasonable assistance to Educational Institution and its third parties for the Switch, (ii) provide clear information concerning known risks to continuity in the provision of the Service, and (iii) support Educational Institution’s exit strategy relevant to affected Service.

The Agreement shall be considered to be terminated, and Educational Institution shall be notified of the termination, in one of the following cases: (i) where applicable, upon the successful completion of the Switch or (ii) at the end of the maximum notice period referred to in this Section, where Educational Institution does not wish to Switch but to erase the Educational Institution. In case of such termination, Trimble is entitled to a termination penalty equal to the fees payable for the subscription to the terminated Service until the end of the initially agreed Term, plus value added or sales tax, as the case may be. Educational Institution is not entitled to a refund of any prepaid fees and is required to pay all invoices issued for to the Service for which the Service is terminated pursuant to this Section. Unless Educational Institution may retrieve information about its data from the use of the Service, Trimble will provide a detailed description of Educational Institution data that is subject to the Switch. Trimble shall describe the categories of Educational Institution data specific to the internal functioning of the Service that are to be exempted from the exportable data where a risk of breach of Trimble’s or its licensor’s trade secrets exists, provided that such exemptions do not impede or delay the switching process provided for this Section. Trimble will delete the Educational Institution data after termination of the Agreement in accordance with its standard retention practices.

Educational Institution’s notice requesting the Switch to Trimble needs to be specific whether the Switch is to an alternative provider, and then the identity of the alternative provider, or to an on-premises ICT infrastructure; or whether erasure of its exportable data and digital assets is requested. If Trimble considers the Switch during the mandatory maximum transitional period as provided for in this Section as technically unfeasible, it will so notify Educational Institution within 14 business days of the receipt of request, and shall reasonably justify the technical unfeasibility and indicate an alternative transitional period, which shall not exceed seven months. The Agreement shall apply during this longer transitional period. Educational Institution may extend the transitional period once for a period that Educational Institution considers more appropriate for its own purposes.

If Educational Institution purchased a subscription to the Service through a Reseller, Educational Institution agrees that Trimble may fulfill its obligations under this Section through a Reseller, and Trimble agrees that Educational Institution may notify in writing the Reseller instead than Trimble. Educational Institution further agrees to the termination penalty set forth above as a third party right to which Reseller is entitled.

France

For an Educational Institution that purchases the Service in France, the following provisions apply: (a) Late payments will bear interest at the rate of 1.5% per month or the minimum rate allowed by Law (currently three (3) times the legal interest rate), whichever is higher, measured from the date on which the sums concerned became due until the date on which full payment is received. Collection fees of a minimum amount of 40 € will be added in accordance with Article L. 441-10.II of the Commercial Code. Educational Institution will be liable for all other costs of collection of past due amounts (including court costs and attorneys’ fees incurred by Trimble). If Educational Institution does not dispute an invoice amount in writing by the due date of the invoice, Educational Institution shall be deemed to have acknowledged the accuracy of such invoice and waived its right to dispute it. A dispute over part of an invoice or amount due shall entitle Educational Institution to withhold or delay payment of the disputed part only. (b) EACH PARTY HEREBY HAS AN OBLIGATION TO LIMIT THE DAMAGES IT MAY SUFFER IN THE EVENT OF A BREACH OF THE AGREEMENT BY THE OTHER PARTY

The definition of “Prohibited Data” includes any patient, medical or other protected health information regulated by the French Public Health Code and the GDPR; and Educational Institution’s grant of rights shall be for so long as Educational Institution Data is protected by intellectual property law.

The Netherlands

For an Educational Institution that purchases the Service in The Netherlands, the following provisions apply:

The provisions of Section 5 (Term and Termination) are the sole grounds for the termination of the Agreement, and to the extent permitted by Law, the right of Educational Institution to rescind the Agreement and claim damages on the basis of statutory Law (including but not limited to sec. 6:265 Dutch Civil Code) is excluded.

THE LIMITATION OF LIABILITY IN SECTION 7 FOR A PERIOD OF 12 MONTHS EXPRESSLY INCLUDES ANY OBLIGATION TO PAY COMPENSATION UNDER A WARRANTY MENTIONED IN THE AGREEMENT OR RELATED CONTRACTS OR DOCUMENTS AND THE RESTITUTION OBLIGATIONS (ONDEDAANMAKINGSVERPLICHTINGEN) AND INDEMNIFY FOR DAMAGES. LIABILITY FOR DEATH OR PERSONAL INJURY SHALL NOT EXCEED EUR 1.250.000.

The applicability of section 6:227b subsection 1 and section 6:227c subsection 1 of the Dutch Civil Code are excluded in any Agreement between Trimble and any person who is not a consumer.

Germany

If German law applies to the Agreement, the following terms are incorporated into the Agreement:

1. With regards to Section 1.9 (Privacy Notice), it is agreed that the parties also conclude the DPA linked under https://www.trimble.com/privacy or a successor URL when concluding the Agreement. Upon request, Educational Institution can request that a signed copy be sent. The transfer of any personal data from any Trimble facilities in Europe, acting as data exporter, to Trimble facilities in the United States, acting as data importer, is governed by Standard Contractual Clauses, which are available at the same URL or upon written request to Trimble.

2. It is recorded that, according to applicable law and provided that no consumer is the counterparty of the Agreement, the enforceable maximum interest rate is nine (9) percent above the base interest rate. The maximum interest rate applies if the statutory requirements for default (Verzug) are fulfilled.

3. With regards to Section 5 (Term and Termination), it is clarified that the statutorily available rights to terminate extraordinarily or without notice period remain unaffected.

4. The following applies regarding Section 6 (Disclaimers), unless this is explicitly agreed in writing, it is not intended that Trimble provides a guarantee that exceeds complements the statutory provisions (gesetzliche Gewährleistung).

5. With regard to Section 7 (Limitation of Liability), only the following provisions apply to these Sections:

Trimble is liable for damages of Educational Institution that were caused intentionally or through gross negligence, that is the result of failure to deliver on an explicit, written guarantee, that is based on a culpable breach of essential contractual obligations (so-called cardinal obligations), that is the result of a culpable injury to health, body or life or for which liability is provided for under the Product Liability Act or another mandatory legal regulation, in accordance with the statutory provisions.

Cardinal obligations are those contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance Educational Institution can regularly rely, and whose violation, on the other hand, endangers the achievement of the purpose of the contract.

In the event of a breach of a cardinal obligation, liability - to the extent that the damage is based solely on slight or normal negligence and does not affect life, limb or health - is limited to damage that typically arises in the context of the delivery of such software as purchased by Educational Institution and must be expected foreseeably.

Any further liability – regardless of the legal basis – of both Trimble and Trimble’s vicarious agents and vicarious agents is excluded.

If damage to Educational Institution results from the loss of data, Trimble is only liable if the damage could not have been avoided if Educational Institution had normally backed up the data in question.

6. With regard to Section 10.5 (Assignment), in addition to Section 10.5, it is stipulated that in the event of a change, Educational Institution is granted an immediate and unconditional right of termination.

7. With regard to Section 9 (Contracting Party; Governing Law; Venue),

The following Section applies instead of Section 9. Governing Law and Venue. The Agreement and any Dispute arising therefrom shall be governed exclusively by the laws of the jurisdiction applicable to Educational Institution’s location as set forth in Section 9, without Consideration or application of conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All claims, matters and Disputes arising from the agreement are subject to Educational Institution if Educational Institution is a merchant, a legal entity under public law or a special fund under public law or he does not have a general place of jurisdiction in the Federal Republic of Germany the sole and exclusive jurisdiction and venue set out in Section 9.

8. Regarding paragraph 10.13 (No Third Party Beneficiaries), Section 10.13 does not apply.