2016 LINCOLN MKZ HYBRID Owners Manual

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 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
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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.
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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 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: 9.1 End User Terms Required by HERE
North America, LLC
The data (“Data
”) is provided for your
personal, internal use only and not for resale.
It is protected by copyright, and is subject to
the following terms and conditions which are
agreed to by you, on the one hand, and
Telenav (“Telenav”) and its licensors
(including their licensors and suppliers) on
the other hand.
© 2013 HERE. All rights reserved.
The Data for areas of Canada includes
information taken with permission from
Canadian authorities, including: © Her
Majesty the Queen in Right of Canada, ©
Queen's Printer for Ontario, © Canada Post
Corporation, GeoBase®, © Department of
Natural Resources Canada.
HERE holds a non-exclusive license from the
United States Postal Service® to publish and
sell ZIP+4® information. ©United States Postal Service® 2014. Prices
are not established, controlled or approved
by the United States Postal Service®. The
following trademarks and registrations are
owned by the USPS: United States Postal
Service, USPS, and ZIP+4.
The Data for Mexico includes certain data
from Instituto Nacional de Estadística y
Geografía.
TERMS AND CONDITIONS
9.2 End User Terms Required by NAV2
(Shanghai) Co., Ltd
The data (“Data
”) is provided for your
personal, internal use only and not for resale.
It is protected by copyright, and is subject to
the following terms and conditions which are
agreed to by you, on the one hand, and
NAV2 (Shanghai) Co., Ltd (“NAV2”) and its
licensors (including their licensors and
suppliers) on the other hand.
© 20xx. All rights reserved.
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Permitted Use.
You agree to use this Data together with the
Telenav Software solely for the internal
business and personal purposes for which
you were licensed, and not for service
bureau, time-sharing or other similar
purposes. Accordingly, but subject to the
restrictions set forth in the following
paragraphs, you agree not to otherwise
reproduce, copy, modify, decompile,
disassemble, create any derivative works of,
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.
Restrictions.
Except where you have been specifically
licensed to do so by Telenav, and without
limiting the preceding paragraph, you may
not use this Data (a) with any products,
systems, or applications installed or
otherwise connected to or in communication
with vehicles, capable of vehicle navigation,
positioning, dispatch, real time route
guidance, fleet management or similar
applications; or (b) with or in communication
with any positioning devices or any mobile
or wireless-connected electronic or computer
devices, including without limitation cellular
phones, palmtop and handheld computers,
pagers, and personal digital assistants or
PDAs.
Warning.
The Data may contain inaccurate or
incomplete information due to the passage
of time, changing circumstances, 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. Telenav 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:
TELENAV 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:
TELENAV 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
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DAMAGES, DIRECT OR INDIRECT, WHICH
MAY RESULT FROM THE USE OR
POSSESSION OF THE INFORMATION; 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 INFORMATION, ANY DEFECT IN
THE INFORMATION, OR THE BREACH OF
THESE TERMS OR CONDITIONS, WHETHER
IN AN ACTION IN CONTRACT OR TORT OR
BASED ON A WARRANTY, EVEN IF
TELENAV 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 shall not 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.
Entire Agreement.
These terms and conditions constitute the
entire agreement between Telenav (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.
Governing Law.
The above terms and conditions shall be
governed by the laws of the State of Illinois
[insert “Netherlands
” where European HERE
Data is used], 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. You agree to submit to
the jurisdiction of the State of Illinois [insert
“The Netherlands ” where European HERE
Data is used] for any and all disputes, claims
and actions arising from or in connection with
the Data 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
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accordance with these End-User Terms, and
each copy of Data delivered or otherwise
furnished shall be marked and embedded
as appropriate with the following “Notice of
Use,
” and shall be treated in accordance with
such Notice: NOTICE OF USE
CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: HERE
CONTRACTOR (MANUFACTURER/
SUPPLIER) ADDRESS: c/o Nokia, 425 West Randolph Street, Chicago, Illinois 60606
This Data is a commercial item as defined in FAR 2.101 and is subject to these End- User Terms under which this Data was provided.
© 1987 – 2014 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.
I. US/Canada Territory A. United States Data. The End-User
Terms for any Application containing Data
for the United States shall contain the
following notices: “HERE holds a non-exclusive license
from the United States Postal Service®
to publish and sell ZIP+4® information. ”
“©United States Postal Service® 20XX.
Prices are not established, controlled or
approved by the United States Postal
Service®. The following trademarks and
registrations are owned by the USPS:
United States Postal Service, USPS, and
ZIP+4. ” B. Canada Data. The following provisions
apply to the Data for Canada, which may
include or reflect data from third party
licensors (“Third Party Data
”), including
Her Majesty the Queen in Right of Canada
(“Her Majesty”), Canada Post Corporation
(“ Canada Post”) and the Department of
Natural Resources of Canada (“NRCan ”):
1. Disclaimer and Limitation: Client
agrees that its use of the Third Party
Data is subject to the following provi-
sions: a. Disclaimer: The Third Party Data is
licensed on an “as is ” basis. The
licensors of such data, including Her
Majesty, Canada Post and NRCan,
make no guarantees, representations
or warranties respecting such data,
either express or implied, arising by
law or otherwise, including but not
limited to, effectiveness, complete-
ness, accuracy or fitness for a partic-
ular purpose.
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b. Limitation on Liability: The Third
Party Data licensors, including Her
Majesty, Canada Post and NRCan,
shall not be liable: (i) 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 such Data; or (ii) in any
way for loss of revenues or contracts,
or any other consequential loss of any
kind resulting from any defect in the
Data.
2. Copyright Notice: In connection with
each copy of all or any portion of the
Data for the Territory of Canada, Client
shall affix in a conspicuous manner the
following copyright notice on at least
one of: (i) the label for the storage media
of the copy; (ii) the packaging for the
copy; or (iii) other materials packaged
with the copy, such as user manuals or
end user license agreements: “This data
includes information taken with permis- sion from Canadian authorities, including
© Her Majesty the Queen in Right of
Canada, © Queen's Printer for Ontario,
© Canada Post Corporation, GeoBase®,
© The Department of Natural Resources
Canada. All rights reserved.
”
3. End-User Terms: Except as otherwise
agreed by the parties, in connection with
the provision of any portion of the Data
for the Territory of Canada to End-Users
as may be authorized under the Agree-
ment, Client shall provide such End-
Users, in a reasonably conspicuous
manner, with terms (set forth with other
end user terms required to be provided under the Agreement, or as otherwise
may be provided, by Client) which shall
include the following provisions on
behalf of the Third Party Data licensors,
including Her Majesty, Canada Post and
NRCan:
The Data may include or reflect data
of licensors, including Her Majesty the
Queen in the Right of Canada (“Her
Majesty”), Canada Post Corporation
(“Canada Post”) and the Department
of Natural Resources Canada
(“NRCan ”). Such data is licensed on
an “as is ” basis. The licensors,
including Her Majesty, Canada Post
and NRCan, make no guarantees,
representations or warranties
respecting such data, either express
or implied, arising by law or otherwise,
including but not limited to, effective-
ness, completeness, accuracy or
fitness for a particular purpose. The
licensors, including Her Majesty,
Canada Post and NRCan, shall not be
liable in respect of any claim, demand
or action, irrespective of the nature of
the cause of the claim, demand or
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action alleging any loss, injury or
damages, direct or indirect, which may
result from the use or possession of
the data or the Data. The licensors,
including Her Majesty, Canada Post
and NRCan, shall not be liable in any
way for loss of revenues or contracts,
or any other consequential loss of any
kind resulting from any defect in the
data or the Data.
End User shall indemnify and save
harmless the licensors, including Her
Majesty, Canada Post and NRCan, and
their officers, employees and agents
from and against any claim, demand
or action, irrespective of the nature of
the cause of the claim, demand or
action, alleging loss, costs, expenses,
damages or injuries (including injuries
resulting in death) arising out of the
use or possession of the data or the
Data.
4. Additional Provisions: The terms
contained in this Section are in addition
to all of the rights and obligations of the
parties under the Agreement. To the
extent that any of the provisions of this
Section are inconsistent with, or conflict
with, any other provisions of the Agree-
ment, the provisions of this Section shall
prevail. II. Mexico. The following provision applies
to the Data for Mexico, which includes
certain data from the Instituto Nacional de
Estadística y Geografía (“INEGI”):
A. Any and all copies of the Data and/or
packaging containing Data for Mexico
shall contain the following notice: “Fuente:
INEGI (Instituto Nacional de Estadística y
Geografía)”
III. Latin America Territory A. Third Party Notices. Any and all copies
of the Data and/or packaging relating
thereto shall include the respective Third
Party Notices set forth below and used as
described below corresponding to the
Territory (or portion thereof ) included in
such copy: Notice
Territory
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