2019 FORD ECOSPORT ESP

Disclaimer of Warranty
YOU EXPRESSLY ACKNOWLEDGE ANDAGREE THAT USE OF THE DEVICES ANDSOFTWARE IS AT YOUR SOLE RISK ANDTHAT THE ENTIRE RISK AS TOSATISFACTORY QUALITY,PERFORMANCE, COMPATIBILITY,ACCURACY AND EFFORT IS WITH YOU.TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, THE SOFTWAREAND ANY THIRD PARTY SOFTWARE ORTHIRD-PARTY SERVICES ARE PROVIDED"AS IS" AND “AS AVAILABLE”, WITH ALLFAULTS AND WITHOUT WARRANTY OFANY KIND, AND FORD MOTOR COMPANYHEREBY DISCLAIMS ALL WARRANTIESAND CONDITIONS WITH RESPECT TOTHE SOFTWARE, THIRD PARTYSOFTWARE, AND THIRD-PARTYSERVICES, EITHER EXPRESS, IMPLIED ORSTATUTORY, INCLUDING, BUT NOTLIMITED TO, THE IMPLIED WARRANTIESAND/OR CONDITIONS OFMERCHANTABILITY, OF SATISFACTORYQUALITY, OF FITNESS FOR ANARTICULAR PURPOSE, OF ACCURACY,OF QUIET ENJOYMENT, ANDNON-INFRINGEMENT OF THIRD-PARTYRIGHTS. FORD MOTOR COMPANY DOESNOT WARRANT (a) AGAINSTINTERFERENCE WITH YOUR ENJOYMENTOF THE SOFTWARE, THIRD PARTYSOFTWARE, OR THIRD-PARTY SERVICES,(b) THAT THE SOFTWARE, THIRD PARTYSOFTWARE, OR THIRD-PARTY SERVICESWILL MEET YOUR REQUIREMENTS, (c)THAT THE OPERATION OF THESOFTWARE, THIRD PARTY SOFTWARE,OR THIRD-PARTY SERVICES WILL BEUNINTERRUPTED OR ERROR-FREE, (d)OR THAT DEFECTS IN THE SOFTWARE,THIRD PARTY SOFTWARE, ORTHIRD-PARTY SERVICES WILL BECORRECTED. NO ORAL OR WRITTENINFORMATION OR ADVICE GIVEN BYFORD MOTOR COMPANY OR ITSAUTHORIZED REPRESENTATIVE SHALL
CREATE A WARRANTY. SHOULD THESOFTWARE, THIRD PARTY SOFTWARE,OR THIRD-PARTY SERVICES PROVEDEFECTIVE, YOU ASSUME THE ENTIRECOST OF ALL NECESSARY SERVICING,REPAIR OR CORRECTION. SOMEJURISDICTIONS DO NOT ALLOW THEDISCLAIMER OF IMPLIED WARRANTIESOR LIMITATIONS ON APPLICABLESTATUTORY RIGHTS OF A CONSUMER,SO THE ABOVE DISCLAIMER MAY NOTFULLY APPLY TO YOU. THE SOLEWARRANTY PROVIDED BY FORD MOTORCOMPANY SHALL BE FOUND IN THEWARRANTY INFORMATION INCLUDINGWITH YOUR OWNER GUIDE. TO THEEXTENT THAT THERE IS ANY CONFLICTBETWEEN THE TERMS OF THIS SECTIONAND THE WARRANTY BOOKLET, THEWARRANTY BOOKLET SHALL CONTROL.
Applicable Law, Venue, Jurisdiction
•The laws of the State of Michigangovern this EULA and Your use of theSOFTWARE. Your use of theSOFTWARE may also be subject toother local, state, national, orinternational laws. Any litigation arisingout of or related to this EULA shall bebrought and maintained exclusively ina court of the State of Michiganlocated in Wayne County or in theUnited States District Court for theEastern District of Michigan. You herebyconsent to submit to the personaljurisdiction of a court in the State ofMichigan located in Wayne County andthe United States District Court for theEastern District of Michigan for anydispute arising out of or relating to thisEULA.
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distribute, sublicense or otherwisetransfer the TeleNav Software toothers, except as part of yourpermanent transfer of the TeleNavSoftware; or (e) use the TeleNavSoftware in any manner that
I. infringes the intellectual property orproprietary 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, or otherwiseobjectionable; and (f) lease, rent out, orotherwise permit unauthorized access bythird parties to the TeleNav Softwarewithout advanced written permission ofTeleNav.
4. Disclaimers
•To the fullest extent permissiblepursuant to applicable law, in no eventwill TeleNav, its licensors and suppliers,or agents or employees of any of theforegoing, be liable for any decisionmade or action taken by you or anyoneelse in reliance on the informationprovided by the TeleNav Software.TeleNav also does not warrant theaccuracy of the map or other data usedfor the TeleNav Software. Such datamay not always reflect reality due to,among other things, road closures,construction, weather, new roads andother changing conditions. You areresponsible for the entire risk arisingout of your use of the TeleNavSoftware. For example but withoutlimitation, you agree not to rely on theTeleNav Software for criticalnavigation in areas where thewell-being or survival of you or others
is dependent on the accuracy ofnavigation, as the maps or functionalityof the TeleNav Software are notintended to support such high riskapplications, especially in more remotegeographical areas.
•TELENAV EXPRESSLY DISCLAIMSAND EXCLUDES ALL WARRANTIES INCONNECTION WITH THE TELENAVSOFTWARE, WHETHER STATUTORY,EXPRESS OR IMPLIED, INCLUDING ALLWARRANTIES WHICH MAY ARISEFROM COURSE OF DEALING, CUSTOMOR TRADE AND INCLUDING, BUT NOTLIMITED TO, THE IMPLIEDWARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULARPURPOSE AND NON-INFRINGEMENTOF THIRD PARTY RIGHTS WITHRESPECT TO THE TELENAVSOFTWARE.
•Certain jurisdictions do not permit thedisclaimer of certain warranties, so thislimitation may not apply to you.
5. Limitation of Liability
•TO THE EXTENT PERMITTED UNDERAPPLICABLE LAW, UNDER NOCIRCUMSTANCES SHALL TELENAVOR ITS LICENSORS AND SUPPLIERSBE LIABLE TO YOU OR TO ANY THIRDPARTY FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL,SPECIAL OR EXEMPLARY DAMAGES(INCLUDING IN EACH CASE, BUT NOTLIMITED TO, DAMAGES FOR THEINABILITY TO USE THE EQUIPMENTOR ACCESS DATA, LOSS OF DATA,LOSS OF BUSINESS, LOSS OFPROFITS, BUSINESS INTERRUPTIONOR THE LIKE) ARISING OUT OF THEUSE OF OR INABILITY TO USE THETELENAV SOFTWARE, EVEN IFTELENAV HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANY DAMAGESTHAT YOU MIGHT INCUR FOR ANY
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REASON WHATSOEVER (INCLUDING,WITHOUT LIMITATION, ALL DAMAGESREFERENCED HEREIN AND ALLDIRECT OR GENERAL DAMAGES INCONTRACT, TORT (INCLUDINGNEGLIGENCE) OR OTHERWISE), THEENTIRE LIABILITY OF TELENAV ANDOF ALL OF TELENAV'S SUPPLIERSSHALL BE LIMITED TO THE AMOUNTACTUALLY PAID BY YOU FOR THETELENAV SOFTWARE. SOME STATESAND/OR JURISDICTIONS DO NOTALLOW THE EXCLUSION ORLIMITATION OF INCIDENTAL ORCONSEQUENTIAL DAMAGES, SO THEABOVE LIMITATIONS OR EXCLUSIONSMAY NOT APPLY TO YOU.
6. Arbitration and Governing Law
•You agree that any dispute, claim orcontroversy arising out of or relating tothis Agreement or the TeleNavSoftware shall be settled byindependent arbitration involving aneutral arbitrator and administered bythe American Arbitration Associationin the County of Santa Clara, California.The arbitrator shall apply theCommercial Arbitration Rules of theAmerican Arbitration Association, andthe judgment upon the award renderedby the arbitrator may be entered by anycourt having jurisdiction. Note thatthere is no judge or jury in an arbitrationproceeding and the decision of thearbitrator shall be binding upon bothparties. You expressly agree to waiveyour right to a jury trial. This Agreementand performance hereunder will begoverned by and construed inaccordance with the laws of the Stateof California, without giving effect toits conflict of law provisions. To theextent judicial action is necessary inconnection with the binding arbitration,both TeleNav and you agree to submit
to the exclusive jurisdiction of thecourts of the County of Santa Clara,California. The United NationsConvention on Contracts for theInternational Sale of Goods shall notapply.
7. Assignment
•You may not resell, assign, or transferthis Agreement or any of your rights orobligations, except in totality, inconnection with your permanenttransfer of the TeleNav Software, andexpressly conditioned upon the newuser of the TeleNav Software agreeingto be bound by the terms andconditions of this Agreement. Any suchsale, assignment or transfer that is notexpressly permitted under thisparagraph will result in immediatetermination of this Agreement, withoutliability to TeleNav, in which case youand all other parties shall immediatelycease all use of the TeleNav Software.Notwithstanding the foregoing,TeleNav may assign this Agreement toany other party at any time withoutnotice, provided the assignee remainsbound by this Agreement.
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 or
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conferred 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 suchNotices by posting them on TeleNav'sWebsite or by downloading such Noticesto your wireless device. If you desire towithdraw your consent to receive Noticeselectronically, you must discontinue youruse of the TeleNav Software.
8.4
TeleNav's or your failure to requireperformance of any provision shall notaffect that party's right to requireperformance at any time thereafter, norshall a waiver of any breach or default ofthis Agreement constitute a waiver of anysubsequent breach or default or a waiverof the provision itself.
8.5
If any provision herein is heldunenforceable, then such provision will bemodified to reflect the intention of theparties, and the remaining provisions ofthis Agreement will remain in full force andeffect.
8.6
The headings in this Agreement are forconvenience of reference only, will not bedeemed to be a part of this Agreement,and will not be referred to in connectionwith the construction or interpretation ofthis Agreement. As used in this Agreement,the words "include" and "including" andvariations thereof, will not be deemed tobe terms of limitation, but rather will bedeemed to be followed by the words"without limitation".
9. Other Vendors Terms and Conditions
•The Telenav Software utilizes map andother data licensed to Telenav by thirdparty vendors for the benefit of you andother end users. This Agreementincludes end-user terms applicable tothese companies (included at the endof this Agreement), and thus your useof the Telenav Software is also subjectto such terms. You agree to complywith the following additional terms andconditions, which are applicable toTelenav’s third party vendor licensors::
9.1 End User Terms Required by HERENorth America, LLC
The data (“Data”) is provided for yourpersonal, internal use only and not forresale. It is protected by copyright, and issubject to the following terms andconditions which are agreed to by you, onthe one hand, and Telenav (“Telenav”) andits licensors (including their licensors andsuppliers) on the other hand.
© 2013 HERE. All rights reserved.
The Data for areas of Canada includesinformation taken with permission fromCanadian authorities, including: © HerMajesty the Queen in Right of Canada, ©Queen's Printer for Ontario, © Canada PostCorporation, GeoBase®, © Department ofNatural Resources Canada.
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PARTICULAR PURPOSE ORNON-INFRINGEMENT. Some States,Territories and Countries do not allowcertain warranty exclusions, so to thatextent the above exclusion may not applyto you.
Disclaimer of Liability: TELENAV ANDITS LICENSORS (INCLUDING THEIRLICENSORS AND SUPPLIERS) SHALL NOTBE LIABLE TO YOU: IN RESPECT OF ANYCLAIM, DEMAND OR ACTION,IRRESPECTIVE OF THE NATURE OF THECAUSE OF THE CLAIM, DEMAND ORACTION ALLEGING ANY LOSS, INJURY ORDAMAGES, DIRECT OR INDIRECT, WHICHMAY RESULT FROM THE USE ORPOSSESSION OF THE INFORMATION; ORFOR ANY LOSS OF PROFIT, REVENUE,CONTRACTS OR SAVINGS, OR ANYOTHER DIRECT, INDIRECT, INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGESARISING OUT OF YOUR USE OF ORINABILITY TO USE THIS INFORMATION,ANY DEFECT IN THE INFORMATION, ORTHE BREACH OF THESE TERMS ORCONDITIONS, WHETHER IN AN ACTIONIN CONTRACT OR TORT OR BASED ON AWARRANTY, EVEN IF TELENAV OR ITSLICENSORS HAVE 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 fromanywhere any part of the Data or any directproduct thereof except in compliance with,and with all licenses and approvalsrequired under, applicable export laws,rules and regulations, including but notlimited to the laws, rules and regulationsadministered by the Office of ForeignAssets Control of the U.S. Department ofCommerce and the Bureau of Industry andSecurity of the U.S. Department ofCommerce. To the extent that any such
export laws, rules or regulations prohibitHERE from complying with any of itsobligations hereunder to deliver ordistribute Data, such failure shall beexcused and shall not constitute a breachof this Agreement.
Entire Agreement. These terms andconditions constitute the entire agreementbetween Telenav (and its licensors,including their licensors and suppliers) andyou pertaining to the subject matter hereof,and supersedes in their entirety any andall written or oral agreements previouslyexisting between us with respect to suchsubject matter.
Governing Law. The above terms andconditions shall be governed by the lawsof the State of Illinois [insert “Netherlands”where European HERE Data is used],without giving effect to (i) its conflict oflaws provisions, or (ii) the United NationsConvention for Contracts for theInternational Sale of Goods, which isexplicitly excluded. You agree to submit tothe jurisdiction of the State of Illinois[insert “The Netherlands” where EuropeanHERE Data is used] for any and alldisputes, claims and actions arising fromor in connection with the Data provided toyou hereunder.
Government End Users. If the Data isbeing acquired by or on behalf of theUnited States government or any otherentity seeking or applying rights similar tothose customarily claimed by the UnitedStates 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
IGN “INSTITUTOGEOGRAFICO NACIONALARGENTINO”
Argen-tina
“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 requirementfor Jordan Data is a materialterm of the Agreement. IfClient or any of its permitted
Jordan
sublicensees (if any) fail tomeet such requirement,HERE shall have the right toterminate Client’s licensewith respect to the JordanData.
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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