2023 FORD BRONCO SPORT ESP

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
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.
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Restrictions. Except where you have beenspecifically licensed to do so by Telenav,and without limiting the precedingparagraph, you may not use this Data (a)with any products, systems, or applicationsinstalled or otherwise connected to or incommunication with vehicles, capable ofvehicle navigation, positioning, dispatch,real time route guidance, fleetmanagement or similar applications; or (b)with or in communication with anypositioning devices or any mobile orwireless-connected electronic or computerdevices, including without limitationcellular phones, palmtop and handheldcomputers, pagers, and personal digitalassistants or PDAs.
Warning. The Data may containinaccurate or incomplete information dueto the passage of time, changingcircumstances, sources used and thenature of collecting comprehensivegeographic data, any of which may lead toincorrect results.
No Warranty. This Data is provided to you“as is,” and you agree to use it at your ownrisk. Telenav and its licensors (and theirlicensors and suppliers) make noguarantees, representations or warrantiesof any kind, express or implied, arising bylaw or otherwise, including but not limitedto, content, quality, accuracy,completeness, effectiveness, reliability,fitness for a particular purpose, usefulness,use or results to be obtained from thisData, or that the Data or server will beuninterrupted or error-free.
Disclaimer of Warranty: TELENAV ANDITS LICENSORS (INCLUDING THEIRLICENSORS AND SUPPLIERS) DISCLAIMANY WARRANTIES, EXPRESS OR IMPLIED,OF QUALITY, PERFORMANCE,MERCHANTABILITY, FITNESS FOR A
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
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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:
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.”
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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.
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,
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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.
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
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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.
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
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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 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(ies)
“© 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”
Great Britain
“Copyright GeomaticsLtd.”Greece
“Copyright © 2003; Top-Map Ltd.”Hungary
“La Banca Dati Italiana èstata prodotta usandoquale riferimento anchecartografia numerica edal tratto prodotta e fornitadalla Regione Toscana.”
Italy
“Copyright © 2000;Norwegian MappingAuthority”
Norway
“Source: IgeoE – Portugal”Portugal
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“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).
Product incorporates data which is ©20XX Telstra Corporation Limited, GMHolden Limited, Intelematics AustraliaPty Ltd and Continental Pty Ltd.
B. Third Party Notices for Australia. Inaddition to the foregoing, the End-UserTerms for any Application containingRDS-TMC Traffic Codes for Australiashall contain the following notice:“Product incorporates traffic locationcodes which is © 20XX Telstra Corpora-tion Limited and its licensors.”
AT&T Vehicle Network CarrierTelematics Disclosure
END USER FOR PURPOSES OF THISSECTION MEANS YOU AND YOUR HEIRS,EXECUTORS, LEGAL PERSONALREPRESENTATITVES AND PERMITEDASSIGNS. FOR PURPOSES OF THISSECTION “UNDERLYING WIRELESSSERVICE CARRIER” INCLUDES ITSAFFILIATES AND CONTRACTORS ANDTHEIR RESPECTIVE OFFICERS,DIRECTORS, EMPLOYEES, SUCCESSORSAND ASSIGNS. END USER HAS NOCONTRACTUAL RELATIONSHIP WITHTHE UNDERLYING WIRELESS SERVICECARRIER AND END USER IS NOT A THIRDPARTY BENEFICIARY OF ANYAGREEMENT BETWEEN FORD ANDUNDERLYING CARRIER. END USERUNDERSTANDS AND AGREES THAT THEUNDERLYING CARRIER HAS NO LEGAL,EQUITABLE, OR OTHER LIABILITY OF ANYKIND TO END USER. IN ANY EVENT,REGARDLESS OF THE FORM OF THEACTION, WHETHER FOR BREACH OFCONTRACT, WARRANTY, NEGLIGENCE,STRICT LIABILITY IN TORT OROTHERWISE, END USER'S EXCLUSIVEREMEDY FOR CLAIMS ARISING IN ANYWAY IN CONNECTION WITH THISAGREEMENT, FOR ANY CAUSEWHATSOEVER, INCLUDING BUT NOTLIMITED TO ANY FAILURE OR
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