2017 FORD FOCUS ESP

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 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
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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 law 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
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
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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 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.
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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
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
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:
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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 provi-
sions 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, representa-
tions or warranties respecting such
data, either express or implied,
arising by law or otherwise, including
but not limited to, effectiveness,
completeness, accuracy or fitness
for a particular purpose.
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, irre-
spective 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.
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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 agree-
ments:
“This data 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®, © The
Department of Natural Resources
Canada. All rights reserved. ”
3. End-User Terms: Except as other-
wise agreed by the parties, in connec-
tion with the provision of any portion
of the Data for the Territory of Canada
to End-Users as may be authorized
under the Agreement, Client shall
provide such End-Users, in a reason-
ably 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, effectiveness, complete-
ness, 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
action alleging any loss, injury or
damages, direct or indirect, which
may result from the use or posses-
sion 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 addi-
tion to all of the rights and obligations
of the parties under the Agreement.
To the extent that any of the provi-
sions of this Section are inconsistent
with, or conflict with, any other provi-
sions of the Agreement, the provisions
of this Section shall prevail.
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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
“INSTITUTO GEOGRAFICO
MILITAR DEL ECUADOR
AUTORIZACION N° IGM-
2011-01- PCO-01 DEL 25 DE
ENERO DE 2011”
Ecuador
“source: © IGN 2009 - BD
TOPO ®”
“Fuente: INEGI (Instituto
Nacional de Estadística y
Geografía)”
Guade-
loupe,
French
Guiana
and
Marti-
nique
Mexico
IV. Middle East 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
Country
“© Royal Jordanian
Geographic Centre ”. The
foregoing notice requirement
for Jordan Data is a material
term of the Agreement. If
Client or any of its permitted
Jordan
sublicensees (if any) fail to
meet such requirement, HERE
shall have the right to
terminate Client’ s license
with respect to the Jordan
Data.
B. Jordan Data. Client and its permitted
sublicensees (if any) are restricted from
licensing and/or otherwise distributing
HERE’ s database for the country of
Jordan (“ Jordan Data ”) for use in Enter-
prise Applications to (i) non-Jordanian
entities for use of the Jordan Data solely
in Jordan or (ii) Jordan-based customers.
In addition, Client, its permitted subli-
censees (if any) and End-Users are
restricted from using the Jordan Data in
Enterprise Applications if such party is
(i) a non-Jordanian entity using the
Jordan Data solely in Jordan or (ii) a
Jordan-based customer. For purposes
of the foregoing, “Enterprise Applica-
tions” shall mean Geomarketing applic-
ations, GIS applications, mobile business
asset management applications, call
center applications, telematics applica-
tions, public organization Internet
applications or for providing geocoding
services.
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V. Europe Territory
A. Use of Certain Traffic Codes in Europe 1. General Restrictions Applicable to
Traffic Codes. Client acknowledges
and agrees that in certain countries of
the Europe Territory, Client will need
to obtain rights directly from third
party RDS-TMC code providers to
receive and use the Traffic Codes in
the Data and to deliver to End-Users
Transactions in any way derived from
or based on such Traffic Codes. For
such countries, HERE shall deliver the
Data incorporating Traffic Codes to
Client only after receiving certification
from Client of its having obtained such
rights.
2. Display of Third Party Rights
Legends for Belgium. Client shall, for
each Transaction that uses Traffic
Codes for Belgium, provide the
following notice to the End-User:
“Traffic Codes for Belgium are
provided by the Ministerie van de
Vlaamse Gemeenschap and the
Ministèrie de l ’Equipement et des
Transports. ”
B. Paper Maps. With respect to any
license granted to Client relating to
making, selling or distributing paper
maps (i.e., a map fixed on a paper or
paper-like medium): (a) such license
with respect to Data for the Territory of
Great Britain is conditioned on Client’ s
entering into and complying with a
separate written agreement with the
Ordnance Survey (“OS ”) to create and
sell paper maps, Client’ s paying to the
OS any and all applicable paper map
royalties, and Client’ s complying with
the OS copyright notice requirements;
(b) such license for selling or otherwise
distributing for charge with respect to
Data for the Territory of Czech Republic is conditioned on Client’
s obtaining prior
written consent from Kartografie a.s.;
(c) such license for selling or distributing
with respect to Data for the Territory of
Switzerland is conditioned on Client’ s
obtaining a permit from Bundesamt für
Landestopografie of Switzerland; (d)
Client is restricted from using Data for
the Territory of France to create paper
maps with a scale between 1:5,000 and
1:250,000; and (e) Client is restricted
from using any Data to create, sell or
distribute paper maps that are the same
or substantially similar, in terms of data
content and specific use of color,
symbols and scale, to paper maps
published by the European national
mapping agencies, including without
limitation, Landervermessungämter of
Germany, Topografische Dienst of the
Netherlands, Nationaal Geografisch
Instituut of Belgium, Bundesamt für
Landestopografie of Switzerland,
Bundesamt für Eich-und Vermessung-
swesen of Austria, and the National
Land Survey of Sweden.
C. OS Enforcement. Without limiting
Section IV(B) above, with respect to
Data for the Territory of Great Britain,
Client acknowledges and agrees that
the Ordnance Survey (“OS ”) may bring
a direct action against Client to enforce
compliance with the OS copyright notice
(see Section IV(D) below) and paper
map requirements (see Section IV(B)
above) contained in this Agreement.
D. 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
Country(ies)
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