2018 FORD E SERIES ESP

copyright notices, or other notices ormarkings; (d) distribute, sublicense orotherwise transfer the Telenav Softwareto others, except as part of your permanenttransfer of the Telenav Software; or (e)use the Telenav Software in any mannerthat (i) infringes the intellectual propertyor proprietary rights, rights of publicity orprivacy or other rights of any party, (ii)violates any law, statute, ordinance orregulation, including but not limited to lawsand regulations related to spamming,privacy, consumer and child protection,obscenity or defamation, or (iii) is harmful,threatening, abusive, harassing, tortuous,defamatory, vulgar, obscene, libelous, orotherwise objectionable; and (f) lease, rentout, or otherwise permit unauthorizedaccess by third parties to the TelenavSoftware without advanced writtenpermission of Telenav.
4. Disclaimers
To the fullest extent permissible pursuantto applicable law, in no event will Telenav,its licensors and suppliers, or agents oremployees of any of the foregoing, beliable for any decision made or actiontaken by you or anyone else in reliance onthe information provided by the TelenavSoftware. Telenav also does not warrantthe accuracy of the map or other data usedfor the Telenav Software. Such data maynot always reflect reality due to, amongother things, road closures, construction,weather, new roads and other changingconditions. You are responsible for theentire risk arising out of your use of theTelenav Software. For example butwithout limitation, you agree not to rely onthe Telenav Software for critical navigationin areas where the well-being or survivalof you or others is dependent on theaccuracy of navigation, as the maps orfunctionality of the Telenav Software arenot intended to support such high riskapplications, especially in more remotegeographical areas.
TELENAV EXPRESSLY DISCLAIMS ANDEXCLUDES ALL WARRANTIES INCONNECTION WITH THE TELENAVSOFTWARE, WHETHER STATUTORY,EXPRESS OR IMPLIED, INCLUDING ALLWARRANTIES WHICH MAY ARISE FROMCOURSE OF DEALING, CUSTOM ORTRADE AND INCLUDING, BUT NOTLIMITED TO, THE IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE ANDNON-INFRINGEMENT OF THIRD PARTYRIGHTS WITH RESPECT TO THE TELENAVSOFTWARE. Certain jurisdictions do notpermit the disclaimer of certain warranties,so this limitation may not apply to you.
5. Limitation of Liability
TO THE EXTENT PERMITTED UNDERAPPLICABLE LAW, UNDER NOCIRCUMSTANCES SHALL TELENAV ORITS LICENSORS AND SUPPLIERS BELIABLE TO YOU OR TO ANY THIRD PARTYFOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, SPECIAL OREXEMPLARY DAMAGES (INCLUDING INEACH CASE, BUT NOT LIMITED TO,DAMAGES FOR THE INABILITY TO USETHE EQUIPMENT OR ACCESS DATA,LOSS OF DATA, LOSS OF BUSINESS,LOSS OF PROFITS, BUSINESSINTERRUPTION OR THE LIKE) ARISINGOUT OF THE USE OF OR INABILITY TOUSE THE TELENAV SOFTWARE, EVEN IFTELENAV HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGESTHAT YOU MIGHT INCUR FOR ANYREASON WHATSOEVER (INCLUDING,WITHOUT LIMITATION, ALL DAMAGESREFERENCED HEREIN AND ALL DIRECTOR GENERAL DAMAGES IN CONTRACT,TORT (INCLUDING NEGLIGENCE) OROTHERWISE), THE ENTIRE LIABILITY OFTELENAV AND OF ALL OF TELENAV’SSUPPLIERS SHALL BE LIMITED TO THEAMOUNT ACTUALLY PAID BY YOU FOR
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THE TELENAV SOFTWARE. SOMESTATES AND/OR JURISDICTIONS DO NOTALLOW THE EXCLUSION OR LIMITATIONOF INCIDENTAL OR CONSEQUENTIALDAMAGES, SO THE ABOVE LIMITATIONSOR EXCLUSIONS MAY NOT APPLY TOYOU.
6. Arbitration and Governing Law
You agree that any dispute, claim orcontroversy arising out of or relating to thisAgreement or the Telenav Software shallbe settled by independent arbitrationinvolving a neutral arbitrator andadministered by the American ArbitrationAssociation in the County of Santa Clara,California. The arbitrator shall apply theCommercial Arbitration Rules of theAmerican Arbitration Association, and thejudgment upon the award rendered by thearbitrator may be entered by any courthaving jurisdiction. Note that there is nojudge or jury in an arbitration proceedingand the decision of the arbitrator shall bebinding upon both parties. You expresslyagree to waive your right to a jury trial.
This Agreement and performancehereunder will be governed by andconstrued in accordance with the laws ofthe State of California, without givingeffect to its conflict of laws provisions. Tothe extent judicial action is necessary inconnection with the binding arbitration,both Telenav and you agree to submit tothe exclusive jurisdiction of the courts ofthe County of Santa Clara, California. TheUnited Nations Convention on Contractsfor the International Sale of Goods shallnot apply.
7. Assignment
You may not resell, assign, or transfer thisAgreement or any of your rights orobligations, except in totality, in connectionwith your permanent transfer of theTelenav Software, and expresslyconditioned upon the new user of the
Telenav Software agreeing to be bound bythe terms and conditions of thisAgreement. Any such sale, assignment ortransfer that is not expressly permittedunder this paragraph will result inimmediate termination of this Agreement,without liability to Telenav, in which caseyou and all other parties shall immediatelycease all use of the Telenav Software.Notwithstanding the foregoing, Telenavmay assign this Agreement to any otherparty at any time without notice, providedthe assignee remains bound by thisAgreement.
8. Miscellaneous
8.1
This Agreement constitutes the entireagreement between Telenav and you withrespect to the subject matter hereof.
8.2
Except for the limited licenses expresslygranted in this Agreement, Telenav retainsall right, title and interest in and to theTelenav Software, including withoutlimitation all related intellectual propertyrights. No licenses or other rights which arenot expressly granted in this Agreementare intended to, or shall be, granted orconferred by implication, statute,inducement, estoppel or otherwise, andTelenav and its suppliers and licensorshereby reserve all of their respective rightsother than the licenses explicitly grantedin this Agreement.
8.3
By using the Telenav Software, youconsent to receive from Telenav allcommunications, including notices,agreements, legally required disclosuresor other information in connection with theTelenav Software (collectively,“Notices”)electronically. Telenav may provide such
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Disclaimer of Liability:
TELENAV AND ITS LICENSORS(INCLUDING THEIR LICENSORS ANDSUPPLIERS) SHALL NOT BE LIABLE TOYOU: IN RESPECT OF ANY CLAIM,DEMAND OR ACTION, IRRESPECTIVE OFTHE NATURE OF THE CAUSE OF THECLAIM, DEMAND OR ACTION ALLEGINGANY LOSS, INJURY OR DAMAGES, DIRECTOR INDIRECT, WHICH MAY RESULT FROMTHE USE OR POSSESSION OF THEINFORMATION; OR FOR ANY LOSS OFPROFIT, REVENUE, CONTRACTS ORSAVINGS, OR ANY OTHER DIRECT,INDIRECT, INCIDENTAL, SPECIAL ORCONSEQUENTIAL DAMAGES ARISINGOUT OF YOUR USE OF OR INABILITY TOUSE THIS INFORMATION, ANY DEFECT INTHE INFORMATION, OR THE BREACH OFTHESE TERMS OR CONDITIONS,WHETHER IN AN ACTION IN CONTRACTOR TORT OR BASED ON A WARRANTY,EVEN IF TELENAV OR ITS LICENSORSHAVE BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. SomeStates, Territories and Countries do notallow certain liability exclusions ordamages limitations, so to that extent theabove may not apply to you.
Export Control.
You shall not export from anywhere anypart of the Data or any direct productthereof except in compliance with, andwith all licenses and approvals requiredunder, applicable export laws, rules andregulations, including but not limited to thelaws, rules and regulations administeredby the Office of Foreign Assets Control ofthe U.S. Department of Commerce and theBureau of Industry and Security of the U.S.Department of Commerce. To the extent
that any such export laws, rules orregulations prohibit HERE from complyingwith any of its obligations hereunder todeliver or distribute Data, such failure shallbe excused and shall not constitute abreach of this Agreement.
Entire Agreement.
These terms and conditions constitute theentire agreement between Telenav (andits licensors, including their licensors andsuppliers) and you pertaining to the subjectmatter hereof, and supersedes in theirentirety any and all written or oralagreements previously existing betweenus with respect to such subject matter.
Governing Law.
The above terms and conditions shall begoverned by the laws of the State of Illinois[insert “Netherlands” where EuropeanHERE Data is used], without giving effectto (i) its conflict of laws provisions, or (ii)the United Nations Convention forContracts for the International Sale ofGoods, which is explicitly excluded. Youagree to submit to the jurisdiction of theState of Illinois [insert “The Netherlands”where European HERE Data is used] forany and all disputes, claims and actionsarising from or in connection with the Dataprovided to you hereunder.
Government End Users.
If the Data is being acquired by or on behalfof the United States government or anyother entity seeking or applying rightssimilar to those customarily claimed by theUnited States government, this Data is a“commercial item” as that term is definedat 48 C.F.R. (“FAR”) 2.101, is licensed inaccordance with these End-User Terms,and each copy of Data delivered orotherwise furnished shall be marked andembedded as appropriate with thefollowing “Notice of Use,” and shall betreated in accordance with such Notice:
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NOTICE OF USE
CONTRACTOR (MANUFACTURER/SUPPLIER) NAME: HERE
CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: c/o Nokia, 425West Randolph Street, Chicago, Illinois60606
This Data is a commercial item asdefined in FAR 2.101 and is subject tothese End-User Terms under which thisData was provided.
© 1987 – 2014 HERE – All rights reserved.
If the Contracting Officer, federalgovernment agency, or any federal officialrefuses to use the legend provided herein,the Contracting Officer, federalgovernment agency, or any federal officialmust notify HERE prior to seekingadditional or alternative rights in the Data.
I. US/Canada Territory
A. United States Data. The End-UserTerms for any Application containingData for the United States shall containthe following notices:
“HERE holds a non-exclusive licensefrom the United States PostalService® to publish and sell ZIP+4®information.”
“©United States Postal Service®20XX. Prices are not established,controlled or approved by the UnitedStates Postal Service®. The followingtrademarks and registrations areowned by the USPS: United StatesPostal Service, USPS, and ZIP+4.”
B. Canada Data. The following provi-sions apply to the Data for Canada,which may include or reflect data fromthird party licensors (“Third PartyData”), including Her Majesty the Queenin Right of Canada (“Her Majesty”),Canada Post Corporation (“CanadaPost”) and the Department of NaturalResources of Canada (“NRCan”):
1. Disclaimer and Limitation: Clientagrees that its use of the Third PartyData is subject to the following provi-sions:
a. Disclaimer: The Third Party Datais licensed on an “as is” basis. Thelicensors of such data, including HerMajesty, Canada Post and NRCan,make no guarantees, representa-tions or warranties respecting suchdata, either express or implied,arising by law or otherwise, includingbut not limited to, effectiveness,completeness, accuracy or fitnessfor a particular purpose.
b. Limitation on Liability: The ThirdParty Data licensors, including HerMajesty, Canada Post and NRCan,shall not be liable: (i) in respect ofany claim, demand or action, irre-spective of the nature of the causeof the claim, demand or actionalleging any loss, injury or damages,direct or indirect, which may resultfrom the use or possession of suchData; or (ii) in any way for loss ofrevenues or contracts, or any otherconsequential loss of any kindresulting from any defect in theData.
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2. Copyright Notice: In connection witheach copy of all or any portion of theData for the Territory of Canada, Clientshall affix in a conspicuous manner thefollowing copyright notice on at leastone of: (i) the label for the storagemedia of the copy; (ii) the packagingfor the copy; or (iii) other materialspackaged with the copy, such as usermanuals or end user license agree-ments: “This data includes informationtaken with permission from Canadianauthorities, including © Her Majestythe Queen in Right of Canada, ©Queen's Printer for Ontario, © CanadaPost Corporation, GeoBase®, © TheDepartment of Natural ResourcesCanada. All rights reserved.”
3. End-User Terms: Except as other-wise agreed by the parties, in connec-tion with the provision of any portionof the Data for the Territory of Canadato End-Users as may be authorizedunder the Agreement, Client shallprovide such End-Users, in a reason-ably conspicuous manner, with terms(set forth with other end user termsrequired to be provided under theAgreement, or as otherwise may beprovided, by Client) which shall includethe following provisions on behalf ofthe Third Party Data licensors,including Her Majesty, Canada Postand NRCan:
The Data may include or reflectdata of licensors, including HerMajesty the Queen in the Right ofCanada (“Her Majesty”), CanadaPost Corporation (“Canada Post”)and the Department of NaturalResources Canada (“NRCan”). Suchdata is licensed on an “as is” basis.The licensors, including Her Majesty,Canada Post and NRCan, make noguarantees, representations orwarranties respecting such data,
either express or implied, arising bylaw or otherwise, including but notlimited to, effectiveness, complete-ness, accuracy or fitness for aparticular purpose. The licensors,including Her Majesty, Canada Postand NRCan, shall not be liable inrespect of any claim, demand oraction, irrespective of the nature ofthe cause of the claim, demand oraction alleging any loss, injury ordamages, direct or indirect, whichmay result from the use or posses-sion of the data or the Data. Thelicensors, including Her Majesty,Canada Post and NRCan, shall notbe liable in any way for loss ofrevenues or contracts, or any otherconsequential loss of any kindresulting from any defect in the dataor the Data.End User shall indemnify and saveharmless the licensors, including HerMajesty, Canada Post and NRCan,and their officers, employees andagents from and against any claim,demand or action, irrespective ofthe 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 possessionof the data or the Data.
4. Additional Provisions: The termscontained in this Section are in addi-tion to all of the rights and obligationsof the parties under the Agreement.To the extent that any of the provi-sions of this Section are inconsistentwith, or conflict with, any other provi-sions of the Agreement, the provisionsof this Section shall prevail.
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II. Mexico. The following provision appliesto the Data for Mexico, which includescertain data from the Instituto Nacionalde Estadística y Geografía (“INEGI”):
A. Any and all copies of the Data and/orpackaging containing Data for Mexicoshall contain the following notice:“Fuente: INEGI (Instituto Nacional deEstadística y Geografía)”
III. Latin America Territory
A. Third Party Notices. Any and all copiesof the Data and/or packaging relatingthereto shall include the respective ThirdParty Notices set forth below and usedas described below corresponding tothe Territory (or portion thereof)included in such copy:
NoticeTerritory
“INSTITUTO GEOGRAFICOMILITAR DEL ECUADORAUTORIZACION N° IGM-2011-01- PCO-01 DEL 25 DEENERO DE 2011”
Ecuador
“source: © IGN 2009 - BDTOPO ®”
“Fuente: INEGI (InstitutoNacional de Estadística yGeografía)”
Guade-loupe,FrenchGuianaandMarti-niqueMexico
IV. Middle East Territory
A. Third Party Notices. Any and all copiesof the Data and/or packaging relatingthereto shall include the respective ThirdParty Notices set forth below and usedas described below corresponding tothe Territory (or portion thereof)included in such copy:
NoticeCountry
“© Royal JordanianGeographic Centre”. Theforegoing notice require-ment for Jordan Data is amaterial term of the Agree-ment. If Client or any of its
Jordan
permitted sublicensees (ifany) fail to meet suchrequirement, HERE shallhave the right to terminateClient’s license with respectto the Jordan Data.
B. Jordan Data. Client and its permittedsublicensees (if any) are restricted fromlicensing and/or otherwise distributingHERE’s database for the country ofJordan (“Jordan Data”) for use in Enter-prise Applications to (i) non-Jordanianentities for use of the Jordan Data solelyin Jordan or (ii) Jordan-based customers.In addition, Client, its permitted subli-censees (if any) and End-Users arerestricted from using the Jordan Data inEnterprise Applications if such party is(i) a non-Jordanian entity using theJordan Data solely in Jordan or (ii) aJordan-based customer. For purposesof the foregoing,“Enterprise Applica-tions” shall mean Geomarketing applic-ations, GIS applications, mobile businessasset management applications, callcenter applications, telematics applica-tions, public organization Internetapplications or for providing geocodingservices.
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V. Europe Territory
A. Use of Certain Traffic Codes in Europe
1. General Restrictions Applicable toTraffic Codes. Client acknowledgesand agrees that in certain countries ofthe Europe Territory, Client will needto obtain rights directly from thirdparty RDS-TMC code providers toreceive and use the Traffic Codes inthe Data and to deliver to End-UsersTransactions in any way derived fromor based on such Traffic Codes. Forsuch countries, HERE shall deliver theData incorporating Traffic Codes toClient only after receiving certificationfrom Client of its having obtained suchrights.
2. Display of Third Party RightsLegends for Belgium. Client shall, foreach Transaction that uses TrafficCodes for Belgium, provide thefollowing notice to the End-User:“Traffic Codes for Belgium areprovided by the Ministerie van deVlaamse Gemeenschap and theMinistèrie de l’Equipement et desTransports.”
B. Paper Maps. With respect to anylicense granted to Client relating tomaking, selling or distributing papermaps (i.e., a map fixed on a paper orpaper-like medium): (a) such licensewith respect to Data for the Territory ofGreat Britain is conditioned on Client’sentering into and complying with aseparate written agreement with theOrdnance Survey (“OS”) to create andsell paper maps, Client’s paying to theOS any and all applicable paper maproyalties, and Client’s complying withthe OS copyright notice requirements;(b) such license for selling or otherwisedistributing for charge with respect toData for the Territory of Czech Republic
is conditioned on Client’s obtaining priorwritten consent from Kartografie a.s.;(c) such license for selling or distributingwith respect to Data for the Territory ofSwitzerland is conditioned on Client’sobtaining a permit from Bundesamt fürLandestopografie of Switzerland; (d)Client is restricted from using Data forthe Territory of France to create papermaps with a scale between 1:5,000 and1:250,000; and (e) Client is restrictedfrom using any Data to create, sell ordistribute paper maps that are the sameor substantially similar, in terms of datacontent and specific use of color,symbols and scale, to paper mapspublished by the European nationalmapping agencies, including withoutlimitation, Landervermessungämter ofGermany, Topografische Dienst of theNetherlands, Nationaal GeografischInstituut of Belgium, Bundesamt fürLandestopografie of Switzerland,Bundesamt für Eich-und Vermessung-swesen of Austria, and the NationalLand Survey of Sweden.
C. OS Enforcement. Without limitingSection IV(B) above, with respect toData for the Territory of Great Britain,Client acknowledges and agrees thatthe Ordnance Survey (“OS”) may bringa direct action against Client to enforcecompliance with the OS copyright notice(see Section IV(D) below) and papermap requirements (see Section IV(B)above) contained in this Agreement.
D. Third Party Notices. Any and allcopies of the Data and/or packagingrelating thereto shall include therespective Third Party Notices set forthbelow and used as described belowcorresponding to the Territory (orportion thereof) included in such copy:
NoticeCountry(ies)
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“© Bundesamt für Eich-und Vermessungswesen”Austria
“© EuroGeographics”
CroatiaCyprus,Estonia,Latvia,Lithuania,Moldova,Poland,Sloveniaand/orUkraine
“source: © IGN 2009 – BDTOPO ®”France
“Die Grundlagendatenwurden mit Genehmigungder zuständigen Behördenentnommen”
Germany
“Contains OrdnanceSurvey data © Crowncopyright and databaseright 2010 Contains RoyalMail data © Royal Mailcopyright and databaseright 2010”
GreatBritain
“Copyright GeomaticsLtd.”Greece
“Copyright © 2003; Top-Map Ltd.”Hungary
“La Banca Dati Italiana èstata prodotta usandoquale riferimento anchecartografia numerica ed altratto prodotta e fornitadalla Regione Toscana.”
Italy
“Copyright © 2000;Norwegian MappingAuthority”
Norway
“Source: IgeoE – Portugal”Portugal
“Información geográficapropiedad del CNIG”Spain
“Based upon electronicdata © National LandSurvey Sweden.”
Sweden
“TopografischeGrundlage: © Bundesamtfür Landestopographie.
Switzerland
E. Respective Country Distribution. Clientacknowledges that HERE has notreceived approvals to distribute mapdata for the following countries in suchrespective countries: Albania, Belarus,Kyrgyzstan, Moldova and Uzbekistan.HERE may update such list from time totime. The license rights granted to Clientunder this TL with respect to the Datafor such countries are contingent uponClient’s compliance with all applicablelaws and regulations, including, withoutlimitation, any required licenses orapprovals to distribute the Applicationincorporating such Data in suchrespective countries.
VI. Australia Territory
A. Third Party Notices. Any and all copiesof the Data and/or packaging relatingthereto shall include the respective ThirdParty Notices set forth below and usedas described below corresponding tothe Territory (or portion thereof)included in such copy:
Copyright. Based on data providedunder license from PSMA AustraliaLimited (www.psma.com.au).
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