Trimble Early Access Terms and Conditions
Version 1.0 (Last updated: May 6, 2026)
These Trimble Early Access Terms and Conditions (the “Terms”), effective as of the date on which these Terms are accepted by you (the “Effective Date”), governs your access to and participation in Trimble Labs, our portal for access to and testing of Trimble pre-release software solutions, and/or other pre-release access programs offered by Trimble (each, a “Program”). Please read these Terms carefully as they form a binding agreement between the individual accepting them, or the individual’s company if accepted on that company’s behalf (“Tester”, “you” or “your”), and Trimble Inc., on behalf of itself and its subsidiaries and affiliates, with a principal place of business at 10368 Westmoor Drive, Westminster, CO 80021, United States of America (“Trimble”, “we”, “our”, or “us”) (each a “Party”, and collectively, the “Parties”).
By accepting these Terms electronically, you represent that you are duly authorized to accept these Terms, are 18 years of age or older, and have read and accepted these Terms. If you use your corporate email address to accept these Terms, you agree you are accepting these Terms as an authorized representative of your company. If you do not agree with these Terms, or are not authorized to accept these Terms for your company (if applicable), do not accept these Terms or otherwise participate in the Program.
Notwithstanding anything to the contrary herein, if your company has executed a separate signed agreement with Trimble which expressly governs access to pre-release Trimble software (an “Existing Agreement”), that Existing Agreement, and not these Terms, will govern so long as the Existing Agreement is in effect.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Testing. Through the Program, we may provide you with access to certain software products and related materials which are not yet commercially available or publicly disclosed (collectively, “Pre-Release Software”), for you to install (if appropriate) and use for internal and confidential testing and evaluation purposes (unless commercial use of the Pre-Release Software is also expressly approved by us) and for you to provide Feedback (as defined below) and bug reporting to us (the “Purpose”). We reserve all other rights not expressly granted to you. You agree that we may alter Pre-Release Software at any time, and may end access to Pre-Release Software at any time upon notice to you.
If requested by you, we may (at our sole discretion) provide professional services to you in connection with Pre-Release Software, on a time and materials basis at Trimble’s then current standard rates. The Parties will agree upon any other terms and conditions regarding professional services in writing prior to the start of such services.
You agree that we may, but are not obligated to, release updates, including critical security patches, critical fixes, new beta versions, and other patches or releases (collectively, “Updates”), to Pre-Release Software, and may apply Updates to Pre-Release Software hosted by us without prior notice. If your Pre-Release Software is not provided as Software as a Service (SaaS), you agree to install all Updates to the Pre-Release Software as soon as possible once we have made the Updates available to you.
You will not (a) copy, modify, tamper with, alter or repair, or otherwise create derivative works of Pre-Release Software; (b) reverse engineer, disassemble, or decompile Pre-Release Software or any of their components, or apply any other process or procedure to derive the design or source code of Pre-Release Software; (c) distribute or otherwise provide access to Pre-Release Software to any third party; (d) disclose or otherwise make public in any manner information associated with these Terms, the existence of Pre-Release Software, or your access to or use of Pre-Release Software; (e) allow persons other than your employees and contractors to access or use Pre-Release Software through your account without our express prior written permission to do so; (f) access or use Pre-Release Software for any reason other than the Purpose; (g) attempt to circumvent any mechanism or restriction that limits access to, or otherwise attempt to gain unauthorized access to, Pre-Release Software or other Trimble systems or networks; or (h) cause or authorize any third party to do any of the foregoing.Your Data. “Your Data” means any information, documents, materials, or other data of any type that is collected by or provided to us, or input or created by you or on your behalf, through your use of Pre-Release Software. “Anonymized Data” means Your Data, and other data we collect in connection with Pre-Release Software, that has been aggregated and/or de-identified in such a manner that you cannot be identified from the data to the extent shared by us with third parties. You authorize and consent to our collection and use of Your Data in connection with your use of Pre-Release Software and as otherwise permitted by these Terms and/or any written consent or instructions provided by you. You give us and our affiliates the royalty-free, perpetual right (i) to use Your Data to improve, enhance, and support the nature, quality, and features of our and our affiliates’ products, software, and services provided we do not share Your Data with third parties other than our contractors and service providers, and (ii) to create Anonymized Data. Except for our use rights set forth in these Terms, as between the Parties you retain all intellectual property and other rights in Your Data provided to us, and we own all right, title, and interest in Anonymized Data (including, without limitation, any and all intellectual property rights). You will not have access to Your Data following the end of your testing, except to the extent we make Your Data available through a Released Product (as defined below)for which you have purchased a valid license or subscription. We do not guarantee that Your Data used for testing purposes will be migrated to the production environment for the Released Product. You are responsible for Your Data, including its content and accuracy and compliance with applicable laws, rules, and regulations. You represent and warrant that you have made all disclosures and have all rights, consents, and permissions necessary to use Your Data and to grant Trimble the rights hereunder.
Evaluation and Feedback. You will help us to evaluate and test the Pre-Release Software by providing us with test results and feedback regarding Pre-Release Software as reasonably requested by us. You agree that any suggestions, enhancement requests, user experiences, editorials, testimonials, audiovisual recordings, recommendations, or other feedback provided by you or on your behalf (“Feedback”) will be owned solely by, and all right, title, and interest thereto are owned by and will belong to us. In particular, you hereby give us, our employees and agents, and parties designated by us, irrevocable rights to use any of editorials, testimonials, and/or audiovisual recordings created or produced by us, or provided by you, under or related to these Terms. You irrevocably assign to us all right, title, and interest in and to Feedback and agree to provide reasonably requested assistance to document, perfect, and maintain our rights to Feedback. By providing Feedback, you represent to us that such Feedback does not include any of your confidential information and may freely be used by us without obligation to any third party.
Confidentiality. You will hold Pre-Release Software, any Feedback you provide pursuant to these Terms, and all other non-public information and materials provided to you pursuant to these Terms (collectively, “Confidential Information”) strictly confidential. You acknowledge that Pre-Release Software are not available commercially and that their specific features and functionality are not public information. You will not disclose any Confidential Information (including features, specifications, and results of testing and evaluation) to any third party without our express prior written authorization. You will protect our Confidential Information using the highest commercial standards of care, and only allow those of your employees and contractors (“Representatives”) to access Pre-Release Software who have a need to know for the Purpose and are bound by obligations of confidentiality and non-use at least as restrictive as those set forth in these Terms. If you become aware of any actual or suspected improper disclosure, use or possession of our Confidential Information, you will immediately notify us. You acknowledge that remedies at law may be inadequate to protect us against any actual or threatened breach of these Terms by you or your Representatives and, without prejudice to any other rights and remedies otherwise available to us, you agree that we may seek the granting of injunctive or other equitable relief in our favor, without proof of actual damages or the requirement of posting a bond or other security. You are responsible for any loss or theft of Pre-Release Software in your possession or control, and for the acts and omissions of your Representatives. All provisions of these Terms relating to the rights and obligations concerning Confidential Information disclosed prior to the expiration or termination of these Terms will continue in perpetuity unless and until the Confidential Information becomes part of the public domain other than through the breach of these Terms by you or your Representatives.
Ownership. You acknowledge that we, or our suppliers, own all right, title ,and interest, including any and all worldwide copyrights, patents, and trade secrets, in and to our Confidential Information (including Pre-Release Software), and including all modifications, enhancements, improvements, and derivative works. You do not acquire any intellectual property rights under these Terms, including but not limited to patent, copyright, and trademark rights. Pre-Release Software are not sold to you. Pre-Release Software are protected by copyright, patent, trademark, trade secret, and other intellectual property rights of us and our licensors. Nothing in these Terms will prevent you from making derivative works of your own products so long as such derivative works are not based upon, or incorporate or utilize any of our intellectual property contained in, our Pre-Release Software, Feedback, or Confidential Information.
Term and Termination. These Terms begin on the Effective Date, and ends on the earlier of (a) our notice of termination to you at any time, or (b) when you notify us in writing that you wish to terminate these Terms and you and your Representatives no longer have any of our Confidential Information in your possession or control. Upon termination, you agree to immediately return to us all Confidential Information in your and your Representatives’ possession or control and certify to us that you have done so, and to stop using the Pre-Release Software, and we may terminate your access to the Program. You agree that, in the event of your non-compliance with this section, you will be liable to, and indemnify us, for any costs and expenses that we incur (including attorney's fees) in securing your compliance. The provisions of these Terms which are intended by their nature to survive termination (including obligations of confidentiality, indemnification, restrictions on use and disclosure, disclaimer of warranties and limitation of liability) will remain in effect after these Terms terminate.
To use the commercially released version of the Pre-Release Software (a “Released Product”), you must purchase a valid license or subscription to a Trimble product or service that entitles you to use the Released Product as part of that license or subscription. Nothing in these Terms obligates you to purchase a Released Product from us, or for us to sell a Released Product to you.Risk Allocation. You understand that you are accepting access to the Pre-Release Software on an experimental basis solely for the Purpose, and that Pre-Release Software may not be at the level of performance, security, or compatibility of a final, generally available product offering and may not have completed a full cyber assessment. You understand and agree that it is anticipated that there are likely to be product deficiencies and that the occurrence of such product deficiencies is inherent in the testing and evaluation relationship. Deficiencies may not be corrected or correctable, and we may elect not to commercial release Pre-Release Software. We disclaim all liability for errors or omissions in, or any business decisions made by you in reliance on, Pre-Release Software. You will indemnify and hold us, our affiliates, their respective service providers and licensors, and their respective personnel, harmless from and against any unforeseen impacts, negative business impact, or other liability, damages, costs, or expenses resulting from the use of Pre-Release Software by you or on your behalf.
PRE-RELEASE SOFTWARE ARE STILL BEING TESTED AND DEVELOPED, AND ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. USE OF PRE-RELEASE SOFTWARE AND THE RESULTS OF SUCH USE ARE AT YOUR SOLE RISK. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, SPECIFICALLY INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA) ARISING OUT OF YOUR USE OF PRE-RELEASE SOFTWARE AND THE RESULTS OF SUCH USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF US, OUR AFFILIATES, AND OUR LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS AND YOUR USE OF PRE-RELEASE SOFTWARE, REGARDLESS OF THE LEGAL THEORY ASSERTED OR WHETHER A CLAIM IS BROUGHT IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY) OR OTHER THEORY, EXCEED FIVE HUNDRED DOLLARS (USD $500). THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR OUR PROVISION OF ACCESS TO PRE-RELEASE SOFTWARE, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Miscellaneous. These Terms set forth the entire understanding between the Parties with respect to the subject matter thereof, and supersedes all prior agreements or understandings with respect to its subject matter (except with respect to an Existing Agreement as set forth above). No amendment to these Terms will be valid unless made in writing and duly signed by the Parties. No waiver of any provision or breach of these Terms (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of these Terms is held to be invalid or unenforceable, such portion will be construed as nearly as possible to reflect the original intent of the Parties, or if such construction cannot be made, such provision or portion thereof will be severable from these Terms, provided that the same will not affect in any respect whatsoever the remainder of these Terms. We may provide you with notices under these Terms to any physical or email address we have on file for you. Any legal notices to us under these Terms will be in writing, will reference these Terms, and will be sent by nationally or internationally recognized express courier to us at Trimble Inc., 10368 Westmoor Drive, Westminster, CO 80021, ATTN: Legal Notices. Notices will be deemed effective upon delivery. Each Party is an independent contractor of, and is not an employee, agent or authorized representative of, the other Party. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf. These Terms will be binding on and inure to the benefit of the Parties and their permitted successors and assigns, except that you may not assign these Terms or any of your obligations hereunder without our express prior written consent. These Terms will be governed exclusively by, and construed and enforced exclusively in accordance with, the laws of the State of Delaware, United States of America without regard to or application of its conflicts-of-laws provisions. Any legal proceeding arising out or relating to these Terms will be subject to the sole and exclusive jurisdiction of the United States District Court for the District of Delaware or any state court sitting in New Castle County, Delaware, to the exclusion of all other courts and venues, and each Party irrevocably consents to the jurisdiction and venue of said courts and waives any right to object thereto. 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 LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS , INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
YOU HEREBY AGREE (A) TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND (B) TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED IN CONNECTION WITH THESE TERMS. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. A digital signature will have the same force and effect as an original ink signature.