2017 LINCOLN MKX Win

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
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::
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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.
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 Terms and Conditions
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
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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: 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. ”
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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. 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
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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 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.
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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 Agree-
ment. If Client or any of its
permitted sublicensees (if any)
fail to meet such requirement,
HERE shall have the right to
terminate Client’ s license with
respect to the Jordan Data.
Jordan
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 Enterprise
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 sublicensees (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 Applications ”
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shall mean Geomarketing applications,
GIS applications, mobile business asset
management applications, call center
applications, telematics applications,
public organization Internet applications
or for providing geocoding services.
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 Trans-
action 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 agree-
ment 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.
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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 compli-
ance 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)
“© Bundesamt für Eich- und
Vermessungswesen ”
Austria
“© EuroGeographics ”
Croatia
Cyprus,
Estonia,
Latvia,
Lithuania, Moldova,
Poland,
Slovenia
and/or
Ukraine
“source: © IGN 2009 – BD
TOPO ®”
France
“Die Grundlagendaten
wurden mit Genehmigung
der zuständigen Behörden
entnommen”
Germany
“Contains Ordnance Survey
data © Crown copyright
and database right 2010
Contains Royal Mail data ©
Royal Mail copyright and
database right 2010”
Great Britain
“Copyright Geomatics Ltd. ”
Greece
“Copyright © 2003; Top-
Map Ltd. ”
Hungary “La Banca Dati Italiana è
stata prodotta usando
quale riferimento anche
cartografia numerica ed al
tratto prodotta e fornita
dalla Regione Toscana.
”
Italy
“Copyright © 2000;
Norwegian Mapping
Authority”
Norway
“Source: IgeoE – Portugal”
Portugal
“Información geográfica
propiedad del CNIG”
Spain
“Based upon electronic
data © National Land
Survey Sweden. ”
Sweden
“Topografische Grundlage:
© Bundesamt für
Landestopographie.
Switzerland
E. Respective Country Distribution. Client
acknowledges that HERE has not received
approvals to distribute map data for the
following countries in such respective
countries: Albania, Belarus, Kyrgyzstan,
Moldova and Uzbekistan. HERE may
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