2015 FORD TRANSIT ESP

2. Account Information
You agree: (a) when registering the
Telenav Software, to provide Telenav with
true, accurate, current, and complete
information about yourself, and (b) to
inform Telenav promptly of any changes
to such information, and to keep it true,
accurate, current and complete.
3. Software License
Subject to your compliance with the terms
of this Agreement, Telenav hereby grants
to you a personal, non-exclusive,
non-transferable license (except as
expressly permitted below in connection
with your permanent transfer of the
Telenav Software license), without the
right to sublicense, to use the Telenav
Software (in object code form only) in
order to access and use the Telenav
Software. This license shall terminate upon
any termination or expiration of this
Agreement. You agree that you will use the
Telenav Software only for your personal
business or leisure purposes, and not to
provide commercial navigation services to
other parties.
3.1 License Limitations
You agree not to do any of the following:
(a) reverse engineer, decompile,
disassemble, translate, modify, alter or
otherwise change the Telenav Software
or any part thereof; (b) attempt to derive
the source code, audio library or structure
of the Telenav Software without the prior
express written consent of Telenav; (c)
remove from the Telenav Software, or
alter, any of Telenav
’s or its suppliers’
trademarks, trade names, logos, patent or
copyright notices, or other notices or
markings; (d) distribute, sublicense or
otherwise transfer the Telenav Software
to others, except as part of your permanent
transfer of the Telenav Software; or (e)
use the Telenav Software in any manner
that (i) infringes the intellectual property or proprietary rights, rights of publicity or
privacy or other rights of any party, (ii)
violates any law, statute, ordinance or
regulation, including but not limited to laws
and regulations related to spamming,
privacy, consumer and child protection,
obscenity or defamation, or (iii) is harmful,
threatening, abusive, harassing, tortuous,
defamatory, vulgar, obscene, libelous, or
otherwise objectionable; and (f) lease, rent
out, or otherwise permit unauthorized
access by third parties to the Telenav
Software without advanced written
permission of Telenav.
4. Disclaimers
To the fullest extent permissible pursuant
to applicable law, in no event will Telenav,
its licensors and suppliers, or agents or
employees of any of the foregoing, be
liable for any decision made or action
taken by you or anyone else in reliance on
the information provided by the Telenav
Software. Telenav also does not warrant
the accuracy of the map or other data used
for the Telenav Software. Such data may
not always reflect reality due to, among
other things, road closures, construction,
weather, new roads and other changing
conditions. You are responsible for the
entire risk arising out of your use of the
Telenav Software. For example but
without limitation, you agree not to rely on
the Telenav Software for critical navigation
in areas where the well-being or survival
of you or others is dependent on the
accuracy of navigation, as the maps or
functionality of the Telenav Software are
not intended to support such high risk
applications, especially in more remote
geographical areas.
TELENAV EXPRESSLY DISCLAIMS AND
EXCLUDES ALL WARRANTIES IN
CONNECTION WITH THE TELENAV
SOFTWARE, WHETHER STATUTORY,
EXPRESS OR IMPLIED, INCLUDING ALL
WARRANTIES WHICH MAY ARISE FROM
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COURSE OF DEALING, CUSTOM OR
TRADE AND INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND
NON-INFRINGEMENT OF THIRD PARTY
RIGHTS WITH RESPECT TO THE TELENAV
SOFTWARE. Certain jurisdictions do not
permit the disclaimer of certain warranties,
so this limitation may not apply to you.
5. Limitation of Liability
TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, UNDER NO
CIRCUMSTANCES SHALL TELENAV OR
ITS LICENSORS AND SUPPLIERS BE
LIABLE TO YOU OR TO ANY THIRD PARTY
FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (INCLUDING IN
EACH CASE, BUT NOT LIMITED TO,
DAMAGES FOR THE INABILITY TO USE
THE EQUIPMENT OR ACCESS DATA,
LOSS OF DATA, LOSS OF BUSINESS,
LOSS OF PROFITS, BUSINESS
INTERRUPTION OR THE LIKE) ARISING
OUT OF THE USE OF OR INABILITY TO
USE THE TELENAV SOFTWARE, EVEN IF
TELENAV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES
THAT YOU MIGHT INCUR FOR ANY
REASON WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, ALL DAMAGES
REFERENCED HEREIN AND ALL DIRECT
OR GENERAL DAMAGES IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE), THE ENTIRE LIABILITY OF
TELENAV AND OF ALL OF TELENAV’
S
SUPPLIERS SHALL BE LIMITED TO THE
AMOUNT ACTUALLY PAID BY YOU FOR
THE TELENAV SOFTWARE. SOME STATES AND/OR JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS
OR EXCLUSIONS MAY NOT APPLY TO
YOU.
6. Arbitration and Governing Law
You agree that any dispute, claim or
controversy arising out of or relating to this
Agreement or the Telenav Software shall
be settled by independent arbitration
involving a neutral arbitrator and
administered by the American Arbitration
Association in the County of Santa Clara,
California. The arbitrator shall apply the
Commercial Arbitration Rules of the
American Arbitration Association, and the
judgment upon the award rendered by the
arbitrator may be entered by any court
having jurisdiction. Note that there is no
judge or jury in an arbitration proceeding
and the decision of the arbitrator shall be
binding upon both parties. You expressly
agree to waive your right to a jury trial.
This Agreement and performance
hereunder will be governed by and
construed in accordance with the laws of
the State of California, without giving
effect to its conflict of laws provisions. To
the extent judicial action is necessary in
connection with the binding arbitration,
both Telenav and you agree to submit to
the exclusive jurisdiction of the courts of
the County of Santa Clara, California. The
United Nations Convention on Contracts
for the International Sale of Goods shall
not apply.
7. Assignment
You may not resell, assign, or transfer this
Agreement or any of your rights or
obligations, except in totality, in connection
with your permanent transfer of the
Telenav Software, and expressly
conditioned upon the new user of the
Telenav Software agreeing to be bound by
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the terms and conditions of this
Agreement. Any such sale, assignment or
transfer that is not expressly permitted
under this paragraph will result in
immediate termination of this Agreement,
without liability to Telenav, in which case
you and all other parties shall immediately
cease all use of the Telenav Software.
Notwithstanding the foregoing, Telenav
may assign this Agreement to any other
party at any time without notice, provided
the assignee remains bound by this
Agreement.
8. Miscellaneous
8.1
This Agreement constitutes the entire
agreement between Telenav and you with
respect to the subject matter hereof.
8.2
Except for the limited licenses expressly
granted in this Agreement, Telenav retains
all right, title and interest in and to the
Telenav Software, including without
limitation all related intellectual property
rights. No licenses or other rights which are
not expressly granted in this Agreement
are intended to, or shall be, granted or
conferred by implication, statute,
inducement, estoppel or otherwise, and
Telenav and its suppliers and licensors
hereby reserve all of their respective rights
other than the licenses explicitly granted
in this Agreement.
8.3
By using the Telenav Software, you
consent to receive from Telenav all
communications, including notices,
agreements, legally required disclosures
or other information in connection with the
Telenav Software (collectively,
“Notices”)
electronically. Telenav may provide such Notices by posting them on Telenav
’s
Website or by downloading such Notices
to your wireless device. If you desire to
withdraw your consent to receive Notices
electronically, you must discontinue your
use of the Telenav Software.
8.4
Telenav ’s or your failure to require
performance of any provision shall not
affect that party ’s right to require
performance at any time thereafter, nor
shall a waiver of any breach or default of
this Agreement constitute a waiver of any
subsequent breach or default or a waiver
of the provision itself.
8.5
If any provision herein is held
unenforceable, then such provision will be
modified to reflect the intention of the
parties, and the remaining provisions of
this Agreement will remain in full force and
effect.
8.6
The headings in this Agreement are for
convenience of reference only, will not be
deemed to be a part of this Agreement,
and will not be referred to in connection
with the construction or interpretation of
this Agreement. As used in this Agreement,
the words “include ” and “including, ” and
variations thereof, will not be deemed to
be terms of limitation, but rather will be
deemed to be followed by the words
“ without limitation ”.
9. Other Vendors Terms and Conditions
The Telenav Software utilizes map and
other data licensed to Telenav by third
party vendors for the benefit of you and
other end users. This Agreement includes
end-user terms applicable to these
companies (included at the end of this
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Agreement), and thus your use of the
Telenav Software is also subject to such
terms. You agree to comply with the
following additional terms and conditions,
which are applicable to Telenav
’s third
party vendor licensors:
End User License Agreement For
Distribution By HERE For North
America/APAC
The content provided (“Data ”) is licensed,
not sold. By opening this package, or
installing, copying, or otherwise using the
Data, you agree to be bound by the terms
of this agreement. If you do not agree to
the terms of this agreement, you are not
permitted to install, copy, use, resell or
transfer the Data. If you wish to reject the
terms of this agreement, and have not
installed, copied, or used the Data, you
must contact your retailer or HERE North
America, LLC (as defined below) within
thirty (30) days of purchase for a refund
of your purchase price. To contact HERE,
please visit www.here.com.
The Data is provided for your personal,
internal use only and may not be resold. It
is protected by copyright, and is subject to
the following terms (this “End User License
Agreement
”) and conditions which are
agreed to by you, on the one hand, and
HERE and its licensors (including their
licensors and suppliers) on the other hand.
For purposes of these terms, “HERE
” shall
mean (a) HERE North America, LLC with
respect to Data for the Americas and/or
the Asia Pacific region and (b) HERE
Europe B.V. for Data for Europe, the Middle
East and/or Africa.
The Data includes certain information and
related content provided under license to
HERE from third parties and is subject to
the applicable supplier terms and
copyright notices set forth at the following
URL:
http://corporate.navteq.com/supplier_terms.html. TERMS AND CONDITIONS
License Limitations on Use:
You agree that your license to use this Data
is limited to and conditioned on use for
solely personal, noncommercial purposes,
and not for service bureau, timesharing or
other similar purposes. Except as otherwise
set forth herein, you agree not to otherwise
reproduce, copy, modify, decompile,
disassemble or reverse engineer any
portion of this Data, and may not transfer
or distribute it in any form, for any purpose,
except to the extent permitted by
mandatory laws.
License Limitations on Transfer:
Your limited license does not allow transfer
or resale of the Data, except on the
condition that you may transfer the Data
and all accompanying materials on a
permanent basis if: (a) you retain no copies
of the Data; (b) the recipient agrees to the
terms of this End-User License Agreement;
and (c) you transfer the Data in the exact
same form as you purchased it by
physically transferring the original media
(e.g., the CD-ROM or DVD you purchased),
all original packaging, all Manuals and
other documentation. Specifically,
Multi-disc sets may only be transferred or
sold as a complete set as provided to you
and not as a subset thereof.
Additional License Limitations:
Except where you have been specifically
licensed to do so by HERE in a separate
written agreement, and without limiting
the preceding paragraph, your license is
conditioned on use of the Data as
prescribed in this agreement, and you may
not (a) use this Data with any products,
systems, or applications installed or
otherwise connected to or in
communication with vehicles capable of
vehicle navigation, positioning, dispatch,
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real time route guidance, fleet
management or similar applications; or (b)
with, or in communication with, including
without limitation, cellular phones,
palmtop and handheld computers, pagers,
and personal digital -assistants or PDAs.
Note:
This Data may contain inaccurate or
incomplete information due to the passage
of time, changing circum-stances, sources
used and the nature of collecting
comprehensive geographic Data, any of
which may lead to incorrect results.
No Warranty:
This Data is provided to you “as is” , and
you agree to use it at your own risk. HERE
and its licensors (and their licensors and
suppliers) make no guarantees,
representations or warranties of any kind,
express or implied, arising by law or
otherwise, including but not limited to,
content, quality, accuracy, completeness,
effectiveness, reliability, fitness for a
particular purpose, usefulness, use or
results to be obtained from this Data, or
that the Data or server will be
uninterrupted or error ¬free.
Disclaimer of Warranty:
HERE AND ITS LICENSORS (INCLUDING
THEIR LICENSORS AND SUPPLIERS)
DISCLAIM ANY WARRANTIES, EXPRESS
OR IMPLIED, OF QUALITY,
PERFORMANCE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE
OR NON-INFRINGEMENT. Some States,
Territories and Countries do not allow
certain warranty exclusions, so to that
extent the above exclusion may not apply
to you. Disclaimer of Liability:
HERE AND ITS LICENSORS (INCLUDING
THEIR LICENSORS AND SUPPLIERS)
SHALL NOT BE LIABLE TO YOU IN
RESPECT OF ANY CLAIM, DEMAND OR
ACTION, IRRESPECTIVE OF THE NATURE
OF THE CAUSE OF THE CLAIM, DEMAND
OR ACTION ALLEGING ANY LOSS, INJURY
OR DAMAGES, DIRECT OR INDIRECT,
WHICH MAY RESULT FROM THE USE OR
POSSESSION OF THIS DATA; OR FOR ANY
LOSS OF PROFIT, REVENUE, CONTRACTS
OR SAVINGS, OR ANY OTHER DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING
OUT OF YOUR USE OF OR INABILITY TO
USE THIS DATA, ANY DEFECT IN THIS
DATA, OR THE BREACH OF THESE TERMS
OR CONDITIONS, WHETHER IN AN
ACTION IN CONTRACT OR TORT OR
BASED ON A WARRANTY, EVEN IF HERE
OR ITS LICENSORS HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
Some States, Territories and Countries do
not allow certain liability exclusions or
damages limitations, so to that extent the
above may not apply to you.
Export Control:
You agree not to export from anywhere
any part of the Data or any direct product
thereof except in compliance with, and
with all licenses and approvals required
under, applicable export laws, rules and
regulations, including but not limited to the
laws, rules and regulations administered
by the Office of Foreign Assets Control of
the U.S. Department of Commerce and the
Bureau of Industry and Security of the U.S.
Department of Commerce. To the extent
that any such export laws, rules or
regulations prohibit HERE from complying
with any of its obligations hereunder to
deliver or distribute Data, such failure shall
be excused and shall not constitute a
breach of this Agreement.
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Entire Agreement:
These terms and conditions constitute the
entire agreement between HERE (and its
licensors, including their licensors and
suppliers) and you pertaining to the subject
matter hereof, and supersedes in their
entirety any and all written or oral
agreements previously existing between
us with respect to such subject matter.
Severability:
You and HERE agree that if any portion of
this agreement is found illegal or
unenforceable, that portion shall be
severed and the remainder of the
Agreement shall be given full force and
effect.
Severability:
You and HERE agree that if any portion of
this agreement is found illegal or
unenforceable, that portion shall be
severed and the remainder of the
Agreement shall be given full force and
effect.
Governing Law:
The above terms and conditions shall be
governed by the laws of the State of Illinois
(for Data for the Americas and/or the Asia
Pacific region) or The Netherlands (for
Data for Europe, the Middle East and
Africa), without giving effect to (i) its
conflict of laws provisions, or (ii) the United
Nations Convention for Contracts for the
International Sale of Goods, which is
explicitly excluded. For any and all
disputes, claims and actions arising from
or in connection with the Data (“Claims”),
you agree to submit to the personal
jurisdiction of (a) the State of Illinois for
Claims related to Data for the Americas
and/or the Asia Pacific region provided to
you hereunder, and (b) The Netherlands
for Data for Europe, the Middle East and/or
Africa provided to you hereunder.
Government End Users:
If the Data is being acquired by or on behalf
of the United States government or any
other entity seeking or applying rights
similar to those customarily claimed by the
United States government, this Data is a
“
commercial item ” as that term is defined
at 48 C.F.R. (“FAR”) 2.101, is licensed in
accordance with this End¬ User License
Agreement, and each copy of Data
delivered or otherwise furnished shall be
marked and embedded as appropriate
with the following “Notice of Use”, and be
treated in accordance with such Notice:
NOTICE OF USE
CONTRACTOR
(MANUFACTURER/SUPPLIER)
NAME:
HERE
CONTRACTOR
(MANUFACTURER/SUPPLIER)
ADDRESS:
425 West Randolph Street, Chicago, IL
60606.
This Data is a commercial item as defined
in FAR 2.101
and is subject to the End User License
Agreement under
which this Data was provided.
© 1987-2013 HERE. All rights reserved.
If the Contracting Officer, federal
government agency, or any federal official
refuses to use the legend provided herein,
the Contracting Officer, federal
government agency, or any federal official
must notify HERE prior to seeking
additional or alternative rights in the Data.
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Gracenote® Copyright
CD and music-related data from
Gracenote, Inc., copyright© 2000-2007
Gracenote. Gracenote Software, copyright
© 2000-2007 Gracenote. This product and
service may practice one or more of the
following U.S. Patents #5,987,525,
#6,061,680, #6,154,773, #6,161,132,
#6,230,192, #6,230,207, #6.240,459,
#6,330,593 and other patents issued or
pending. Some services supplied under
license from Open Globe, Inc. for U.S.
Patent: #6,304,523.
Gracenote and CDDB are registered
trademarks of Gracenote. The Gracenote
logo and logotype, and the "Powered by
Gracenote
™" logo are trademarks of
Gracenote.
Gracenote® End User License Agreement
(EULA)
This device contains software from
Gracenote, Inc. of 2000 Powell Street
Emeryville, California 94608
("Gracenote").
The software from Gracenote (the
"Gracenote Software") enables this device
to do disc and music file identification and
obtain music-related information, including
name, artist, track, and title information
("Gracenote Data") from online servers
("Gracenote Servers"), and to perform
other functions. You may use Gracenote
Data only by means of the intended End
User functions of this device.
This device may contain content belonging
to Gracenote's providers. If so, all of the
restrictions set forth herein with respect to
Gracenote Data shall also apply to such
content and such content providers shall
be entitled to all of the benefits and
protections set forth herein that are
available to Gracenote. You agree that you will use the content
from Gracenote ("Gracenote Content") ,
Gracenote Data, the Gracenote Software,
and Gracenote Servers for your own
personal, non-commercial use only. You
agree not to assign, copy, transfer or
transmit the Gracenote Content,
Gracenote Software or any Gracenote
Data (except in a Tag associated with a
music file) to any third party. YOU AGREE
NOT TO USE OR EXPLOIT GRACENOTE
CONTENT, GRACENOTE DATA, THE
GRACENOTE SOFTWARE, OR
GRACENOTE SERVERS, EXCEPT AS
EXPRESSLY PERMITTED HEREIN.
You agree that your non-exclusive licenses
to use the Gracenote Content, Gracenote
Data, the Gracenote Software, and
Gracenote Servers will terminate if you
violate these restrictions. If your licenses
terminate, you agree to cease any and all
use of the Gracenote Content, Gracenote
Data, the Gracenote Software, and
Gracenote Servers. Gracenote,
respectively, reserve all rights in Gracenote
Data, the Gracenote Software, and the
Gracenote Servers and Gracenote Content,
including all ownership rights. Under no
circumstances will either Gracenote
become liable for any payment to you for
any information that you provide, including
any copyrighted material or music file
information. You agree that Gracenote
may enforce its respective rights,
collectively or separately, under this
agreement against you, directly in each
company's own name.
Gracenote uses a unique identifier to track
queries for statistical purposes. The
purpose of a randomly assigned numeric
identifier is to allow Gracenote to count
queries without knowing anything about
who you are. For more information, see the
web page at www.gracenote.com for the
Gracenote Privacy Policy.
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THE GRACENOTE SOFTWARE, EACH ITEM
OF GRACENOTE DATA AND THE
GRACENOTE CONTENT ARE LICENSED
TO YOU "AS IS". NEITHER GRACENOTE
MAKES ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE ACCURACY OF ANY
GRACENOTE DATA FROM THE
GRACENOTE SERVERS OR GRACENOTE
CONTENT. GRACENOTE COLLECTIVELY
AND SEPARATELY RESERVE THE RIGHT
TO DELETE DATA AND/OR CONTENT
FROM THE COMPANIES' RESPECTIVE
SERVERS OR, IN THE CASE OF
GRACENOTE, CHANGE DATA
CATEGORIES FOR ANY CAUSE THAT
GRACENOTE DEEMS SUFFICIENT. NO
WARRANTY IS MADE THAT EITHER
GRACENOTE CONTENT OR THE
GRACENOTE SOFTWARE OR
GRACENOTE SERVERS ARE ERROR-FREE
OR THAT THE FUNCTIONING OF THE
GRACENOTE SOFTWARE OR
GRACENOTE SERVERS WILL BE
UNINTERRUPTED. GRACENOTE IS NOT
OBLIGATED TO PROVIDE YOU WITH ANY
ENHANCED OR ADDITIONAL DATA TYPES
THAT GRACENOTE MAY CHOOSE TO
PROVIDE IN THE FUTURE AND IS FREE
TO DISCONTINUE ITS ONLINE SERVICES
AT ANY TIME. GRACENOTE DISCLAIM ALL
WARRANTIES EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT. NEITHER
GRACENOTE WARRANTS THE RESULTS
THAT WILL BE OBTAINED BY YOUR USE
OF THE GRACENOTE SOFTWARE OR ANY
GRACENOTE SERVER. IN NO CASE WILL
GRACENOTE BE LIABLE FOR ANY
CONSEQUENTIAL OR INCIDENTAL
DAMAGES OR FOR ANY LOST PROFITS
OR LOST REVENUES FOR ANY REASON
WHATSOEVER.
© Gracenote 2007.
Vehicle with SYNC only
FCC ID: KMHSG1G1
IC: 1422A-SG1G1
Vehicle with SYNC and MyFord Touch
or MyLincoln Touch
FCC ID: KMHSYNCG2
IC: 1422A-SYNCG2
This device complies with Part 15 of the
FCC Rules and with RSS-210 of Industry
Canada. Operation is subject to the
following two conditions: (1) This device
may not cause harmful interference, and
(2) this device must accept any
interference received, including
interference that may cause undesired
operation.
WARNING
Changes or modifications not
expressively approved by the party
responsible for compliance could
void the user's authority to operate the
equipment. The term "IC" before the radio
certification number only signifies that
Industry Canada technical specifications
were met. The antenna used for this transmitter must
not be co-located or operating in
conjunction with any other antenna or
transmitter.
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