2017 LINCOLN MKZ ESP

END USER LICENSE AGREEMENT
VEHICLE SOFTWARE END USER
LICENSE AGREEMENT (EULA)
•
You (“You” or “Your” as applicable) have
acquired a vehicle having several
devices, including SYNC ® and various
control modules, ("DEVICES") that include
software licensed or owned by Ford
Motor Company and its affiliates ("FORD
MOTOR COMPANY"). Those software
products of FORD MOTOR COMPANY
origin, as well as associated media,
printed materials, and "online" or
electronic documentation ("SOFTWARE")
are protected by international intellectual
property laws and treaties. The
SOFTWARE is licensed, not sold. All
rights reserved.
• The SOFTWARE may interface with
and/or communicate with, or may be later
upgraded to interface with and/or
communicate with additional software
and/or systems provided by FORD
MOTOR COMPANY. IF YOU DO NOT AGREE TO THIS END
USER LICENSE AGREEMENT ("EULA") DO
NOT USE THE DEVICES OR COPY THE
SOFTWARE. ANY USE OF THE SOFTWARE,
INCLUDING BUT NOT LIMITED TO USE ON
THE DEVICES, WILL CONSTITUTE YOUR
AGREEMENT TO THIS EULA (OR
RATIFICATION OF ANY PREVIOUS
CONSENT).
GRANT OF SOFTWARE LICENSE: This EULA
grants you the following license:
•
You may use the SOFTWARE as installed
on the DEVICES and as otherwise
interfacing with systems and/or services
provide by or through FORD MOTOR
COMPANY or its third party software and
service providers.
Description of Other Rights and Limitations
• Speech Recognition: If the SOFTWARE
includes speech recognition
component(s), you should understand
that speech recognition is an inherently
statistical process and that recognition
errors are inherent in the process.
Neither FORD MOTOR COMPANY nor its suppliers shall be liable for any
damages arising out of errors in the
speech recognition process. It is your
responsibility to monitor any speech
recognition functions included in the
system.
• Limitations on Reverse Engineering,
Decompilation and Disassembly:
You
may not reverse engineer, decompile,
translate, disassemble or attempt to
discover any source code or underlying
ideas or algorithms of the SOFTWARE
nor permit others to reverse engineer,
decompile or disassemble the
SOFTWARE, except and only to the
extent that such activity is expressly
permitted by applicable law
notwithstanding this limitation or to the
extent as may be permitted by the
licensing terms governing use of any
open source components included with
the SOFTWARE.
527
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices

•
Links to Third Party Sites: The
SOFTWARE may provide you with the
ability to link to third party sites. The third
party sites are not under the control of
FORD MOTOR COMPANY, its affiliates
and/or its designated agent. Neither
FORD MOTOR COMPANY nor its
affiliates nor its designated agent are
responsible for (i) the contents of any
third party sites, any links contained in
third party sites, or any changes or
updates to third party sites, or (ii)
webcasting or any other form of
transmission received from any third
party sites. If the SOFTWARE provides
links to third party sites, those links are
provided to you only as a convenience,
and the inclusion of any link does not
imply an endorsement of the third party
site by FORD MOTOR COMPANY, its
affiliates and/or its designated agent.
• Obligation to Drive Responsibly:
You
recognize your obligation to drive
responsibly and keep attention on the
road. You will read and abide with the
DEVICES operating instructions
particularly as they pertain to safety and
you agree to assume any risk associated with the use of the DEVICES.
UPGRADES AND RECOVERY MEDIA: If the
SOFTWARE is provided by FORD MOTOR
COMPANY separate from the DEVICES on
media such as a ROM chip, CD ROM disk(s)
or via web download or other means, and is
labeled "For Upgrade Purposes Only" or "For
Recovery Purposes Only" you may install one
(1) copy of such SOFTWARE onto the
DEVICES as a replacement copy for the
existing SOFTWARE, and use it in
accordance with this EULA, including any
additional EULA terms accompanying the
upgrade SOFTWARE.
INTELLECTUAL PROPERTY RIGHTS:
All
title and intellectual property rights in and to
the SOFTWARE (including but not limited to
any images, photographs, animations, video,
audio, music, text and "applets" incorporated
into the SOFTWARE), the accompanying
printed materials, and any copies of the
SOFTWARE, are owned by FORD MOTOR
COMPANY, or its affiliates or suppliers. The
SOFTWARE is licensed, not sold. You may
not copy the printed materials accompanying
the SOFTWARE. All title and intellectual
property rights in and to the content which may be accessed through use of the
SOFTWARE is the property of the respective
content owner and may be protected by
applicable copyright or other intellectual
property laws and treaties. This EULA grants
you no rights to use such content outside its
intended use. All rights not specifically
granted under this EULA are reserved by
FORD MOTOR COMPANY, its affiliates, and
third party software and service providers
and suppliers. Use of any on-line services
which may be accessed through the
SOFTWARE may be governed by the
respective terms of use relating to such
services. If this SOFTWARE contains
documentation that is provided only in
electronic form, you may print one copy of
such electronic documentation.
530
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices

•
Navigation Features: Any navigation
features included in the system are
intended to provide turn by turn
instructions to get you to a desired
destination. Please make certain all
persons using this system carefully read
and follow instructions and safety
information fully.
• Distraction Hazard:
Any navigation
features may require manual (non-verbal)
setup. Attempting to perform such set-up
or insert data while driving can distract
your attention and could cause an
accident or other serious injury. Stop the
vehicle in a safe and legal manner before
attempting these operations.
• Let Your Judgment Prevail:
Any
navigation features are provided only as
an aid. Make your driving decisions
based on your observations of local
conditions and existing traffic regulations.
Any such feature is not a substitute for
your personal judgment. Any route
suggestions made by this system should
never replace any local traffic regulations
or your personal judgment or knowledge
of safe driving practices. •
Route Safety:
Do not follow the route
suggestions if doing so would result in
an unsafe or illegal maneuver, if you
would be placed in an unsafe situation,
or if you would be directed into an area
that you consider unsafe. The driver is
ultimately responsible for the safe
operation of the vehicle and therefore,
must evaluate whether it is safe to follow
the suggested directions.
• Potential Map Inaccuracy:
Maps used
by this system may be inaccurate
because of changes in roads, traffic
controls or driving conditions. Always use
good judgment and common sense when
following the suggested routes.
• Emergency Services:
Do not rely on any
navigation features included in the
system to route you to emergency
services. Ask local authorities or an
emergency services operator for these
locations. Not all emergency services
such as police, fire stations, hospitals and
clinics are likely to be contained in the
map database for such navigation
features.
532
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices

Your Responsibilities and Assumptions of
Risk
533
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices

•
You agree to each of the following:(a)
Any use of the SOFTWARE while driving
an automobile or other vehicle in
violation of applicable law or otherwise
driving in an unsafe manner presents a
significant risk of distracted driving and
should not be attempted under any
circumstances;(b) Use of the SOFTWARE
at excessive volume poses a significant
risk of hearing damage and should not
be attempted under any
circumstances;(c) The SOFTWARE may
not be compatible with new or different
versions of an operating system, third
party software, or third party services,
and the SOFTWARE may potentially
cause a critical failure of an operating
system, third party software, or third party
service.(d) Any third party service
accessed by or third party software used
with the SOFTWARE (i) may charge an
additional fee for access, (ii) may not
work correctly, on an uninterrupted basis,
or error free, (iii) may change streaming
formats or discontinue operation, (iv) may
contain adult, profane or offensive
content; and (v) may contain inaccurate,
false or misleading traffic, weather, financial or safety information or other
content; and (e) Use of the SOFTWARE
may cause you to incur additional
charges from your wireless service
provider (WSP) and any data or minute
calculators that may be included in the
software program are for reference only,
are not warranted in any way and should
not be relied upon in anyway.
• When using the SOFTWARE, you agree
to be responsible for and assume the
entire risk to the items set forth in Section
(a) – (e) above.
Disclaimer of Warranty
YOU EXPRESSLY ACKNOWLEDGE AND
AGREE THAT USE OF THE DEVICES AND
SOFTWARE IS AT YOUR SOLE RISK AND
THAT THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE,
COMPATIBILITY, ACCURACY AND EFFORT
IS WITH YOU. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE
SOFTWARE AND ANY THIRD PARTY
SOFTWARE OR THIRD-PARTY SERVICES
ARE PROVIDED "AS IS" AND “ AS
AVAILABLE” , WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND
FORD MOTOR COMPANY HEREBY
DISCLAIMS ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO THE
SOFTWARE, THIRD PARTY SOFTWARE, AND
THIRD-PARTY SERVICES, EITHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED
WARRANTIES AND/OR CONDITIONS OF
MERCHANTABILITY, OF SATISFACTORY
QUALITY, OF FITNESS FOR AN ARTICULAR
PURPOSE, OF ACCURACY, OF QUIET
ENJOYMENT, AND NON-INFRINGEMENT
OF THIRD-PARTY RIGHTS. FORD MOTOR
COMPANY DOES NOT WARRANT (a)
AGAINST INTERFERENCE WITH YOUR
ENJOYMENT OF THE SOFTWARE, THIRD
PARTY SOFTWARE, OR THIRD-PARTY
SERVICES, (b) THAT THE SOFTWARE, THIRD
PARTY SOFTWARE, OR THIRD-PARTY
SERVICES WILL MEET YOUR
REQUIREMENTS, (c) THAT THE OPERATION
OF THE SOFTWARE, THIRD PARTY
SOFTWARE, OR THIRD-PARTY SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE,
(d) OR THAT DEFECTS IN THE SOFTWARE,
THIRD PARTY SOFTWARE, OR THIRD-PARTY
SERVICES WILL BE CORRECTED. NO ORAL
534
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices

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 REASON
WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ALL DAMAGES
REFERENCED HEREIN AND ALL DIRECT
OR GENERAL DAMAGES IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR
539
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices

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
540
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices

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::
541
MKZ (CC9) Canada/United States of America, enUSA, First Printing Appendices