The Location Platform Services (collectively, the "Location Platform Services") are provided by NAVTEQ North America, LLC ("NAVTEQ"), located at 425 W. Randolph St., Chicago, IL 60606. Please read these General Terms and Conditions that govern use of the APIs, documentation, data and related content or services that are made available to You through the Location Platform Services (collectively, the "Location Platform Services") carefully before accessing, downloading or using any part of the Location Platform Services. By accessing, downloading, installing, using and/or clicking on the "Accept" button while downloading, installing and/or using the Location Platform Services or any part thereof for purposes of developing the Applications (defined below) that uses the Location Platform Services, You agree to these General Terms and Conditions. The Location Platform Services may be provided to You by NAVTEQ and/or any of its affiliates and these Terms and Conditions will also govern Your relationship with such entities.
You represent that You have full power, capacity and authority to accept this Agreement on behalf of yourself or Your entity. If You are accepting on behalf of Your employer or another entity, You represent that You have full legal authority to bind Your employer or such entity to this Agreement. You may not use the Location Platform Services and may not accept the General Terms and Conditions if (a) You are not of legal age to form a binding contract with NAVTEQ, or (b) You are a person prohibited from using or receiving the Location Platform Services under the applicable laws of the United States or other countries including the country in which You are resident or from which You use the Location Platform Services.
For an overview of the Location Platform Services, please visit http://developer.here.net
GENERAL TERMS AND CONDITIONS APPLICABLE TO LOCATION PLATFORM SERVICES FOR CONSUMER APPLICATIONS
To use the Location Platform Services, You must be at least eighteen (18) years of age and competent to complete the registration and accept this Agreement.
REGISTRATION AND TERMINATION
You agree to provide truthful and complete information when registering for the Location Platform Services and to keep that information updated. Providing misleading information about Your identity is forbidden.
If You elect to register for the Service (at https://api.developer.nokia.com/ovi-api), NAVTEQ or a third party distributor may provide you with a token and/or application ID that will enable You to create an Application that uses the Location Platform Services and API(s) and distribute such Application under the terms of this Agreement.
The number of requests submitted by Your Application to the Service may be subject to certain Transaction Limits as updated from time to time by Nokia and as available under www.developer.nokia.com/maps.
You are required to use a unique token and/or application ID for each Application ("Access Credentials"). You are personally responsible for any use of the Location Platform Services with Your Access Credentials. You agree to take due care in protecting Your Access Credentials against misuse by others and promptly notify NAVTEQ about any misuse.
If You do not register for the Location Platform Services with NAVTEQ or a third party distributor pursuant to the then-standard process(es), Your right to use the Location Platform Services is limited to internal evaluation and testing of the Application. The Location Platform Services will automatically disable itself or Your access may be terminated or restricted if the Application exceeds the Transaction Bundle Limits for the Location Platform Services applicable to Your registration.
You may terminate Your registration if You no longer wish to use the Location Platform Services. After termination, You will no longer have access to the Location Platform Services. NAVTEQ may terminate Your registration or restrict Your access to certain parts of the Location Platform Services if there is an indication that You have breached this Agreement or if You have not signed into the Location Platform Services with Your username or Access Credentials in the past three (3) months.
You may terminate this Agreement at any time by permanently uninstalling, deleting and/or destroying, at Your own expense, any related software, all backup copies and all related materials provided by NAVTEQ as well as stop using the Location Platform Services.
All of Your rights shall automatically and immediately terminate without notice from NAVTEQ if You fail to comply with any provision of this Agreement. In such an event, You must immediately uninstall, delete and/or destroy, at Your own expense, any related software, all backup copies, and all other related materials provided by NAVTEQ as well as stop using the Location Platform Services.
NAVTEQ reserves the right, in its sole discretion, to make changes to the Location Platform Services from time to time. The Location Platform Services may not be available during maintenance breaks and other times. NAVTEQ may also decide to discontinue the Location Platform Services or any portion thereof, in its sole discretion, at any time. In such case, NAVTEQ will provide You with prior notification and may terminate this Agreement accordingly.
NAVTEQ also reserves the right, in its sole discretion, to cease providing the Location Platform Services or any portion thereof immediately without any notice if (i) a change in law or NAVTEQ's supplier relationships has an adverse impact on NAVTEQ's ability to provide all or any portion of the Location Platform Services, (ii) continuing to maintain and/or support the Location Platform Services could create a substantial economic burden to NAVTEQ or (iii) continuing to provide the Location Platform Services could create a security risk or a material technical burden.
LICENSE TO LOCATION PLATFORM SERVICES
The Location Platform Services is made accessible to You for use in connection with Applications to derive Transactions and deliver such Transactions to End-Users of Your Application for their own immediate or near immediate personal use and are subject to the restrictions set forth herein.
a. Subject to the restrictions set forth in this Agreement, NAVTEQ grants You a non-exclusive, non-transferable, non-sublicensable worldwide, limited license during the term to (i) use the APIs solely for the purpose of accessing the Location Platform Services as delivered by NAVTEQ to develop Applications and (ii) to distribute or otherwise make accessible to End-Users, without further rights of sublicensing, the Location Platform Services to the extent incorporated in Applications developed hereunder. Use of the Results derived from access to the Location Platform Services are limited to use with or as a part of Your Applications as defined in the Pricing Link ("License Fees"). Except for the license expressly granted in this Section 4 (the "License Grant"), no other license rights are granted to You. The License Grant is effective only for so long as You remain in compliance with the terms and conditions (including restrictions) set forth in this Agreement.
c. Nothing in this Agreement or otherwise prevents NAVTEQ from developing, distributing and/or making use of any application that is directly or indirectly competing with Your Application.
Your use of the Location Platform Services are subject to the following restrictions and those restrictions set forth on the Product and Pricing Link:
(i) You will not use the Location Platform Services in any manner or for any purpose that violates this Agreement or any applicable law or regulation, including without limitation, any intellectual property or other proprietary rights, any right of any person, rights of privacy, or rights of personality;
(ii) You will not copy, translate, modify, or create a derivative work (including creating or contributing to a database) of, or publicly display any Content or any part thereof except as explicitly permitted under this Agreement. For example, the following are prohibited: (i) creating server-side modification of map tiles; (ii) stitching multiple static map images together to display a map that is larger than permitted in the Location Platform Services documentation; (iii) creating mailing lists or telemarketing lists based on the Content; or (iv) exporting, writing, or saving the Content to a third party's location-based platform or service ;
(iii) You will not use the Location Platform Services in connection with any unlawful, offensive, abusive, obscene, pornographic, harassing, libelous or otherwise inappropriate content or material. To the extent that any Location Platform Services delivered to You hereunder contains either data elements other than those specified in the Product and Pricing Link or Content for geographic areas outside of the licensed territory, You shall refrain from using such unlicensed data;
(iv) You will not remove or obscure any copyright or trademark notices or other similar notices or markings or legends from the Location Platform Services whether such notices, markings, legends or other branding originate from NAVTEQ or a third party;
(v) Notwithstanding anything to the contrary contained herein, You may not (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Location Platform Services, except and only to the extent permitted by applicable mandatory law; (b) modify or create derivative works of the Location Platform Services, except and only to the extent permitted by NAVTEQ; or (c) distribute, communicate to the public, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialize, re-license, host, or otherwise transfer or make available to any third party (including without limitation any affiliates and subcontractors) the Location Platform Services and (or any portions thereof). Without limiting the generality of the foregoing, You may not utilize the Location Platform Services to create location-based products or services that are competitive with such Location Platform Services;
(vi) You will not make any modifications, adaptations, or alterations of or to the Location Platform Services (collectively "Modifications") or associate or add any data to or in combination with the Location Platform Services (collectively "Additions"), without NAVTEQ's prior written approval. Notwithstanding the foregoing, in no event will You make any Modifications or Additions that in any manner materially reduce, impair, or otherwise negatively impact upon the accuracy, completeness, integrity, or safety of the Location Platform Services. You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with the Location Platform Services, Your Applications and Your related development efforts;
(vii) All API Results, unless otherwise specified under the Product and Pricing Link, are for near term use only and may not be cached except to the extent such caching is necessary for an end user's near term usage or retained by such user for future usage.
When using the Location Platform Services, unless otherwise agreed in writing with NAVTEQ, You hereby agree that You will not:
(A) use or incorporate the Location Platform Services or any part thereof outside of Your Application;
(B) use, without NAVTEQ's prior written permission, the Location Platform Services, in connection with any internal business Application the purpose of which is directly related to the operation of Your core business or the core business of Your End Users and where the users of such Application are Your employees or contractors (e.g. fleet management, dispatch or asset tracking);
(C) alter or manipulate the order or number of search, geo-coding and/or reverse geo-coding Results delivered by or through any part of the Location Platform Services or as part of the Application as applicable;
(D) alter, delete, obscure, alters the visibility of or otherwise change any Content, including third party content contained in the Content, branding or sponsorship information, that is displayed through the use of the Content, delivered by or through any part of the Location Platform Services or as part of the Application as applicable through the Location Platform Services;
(E) use the Location Platform Services to exceed the Transaction Limits set by NAVTEQ, as further specified under the Pricing Terms. Any programming methods or other actions intended to circumvent the Transaction Limits shall be considered a material breach of this Agreement;
(F) access, or use the Location Platform Services through any technology or means other than those provided by the Location Platform Services or through other explicitly authorized means NAVTEQ may authorize in writing;
(G) use the Location Platform Services in a manner that:
(1) enables You or any users of the Location Platform Services or Applications to access the Location Platform Services to complete mass downloads or bulk feeds of any Content or information provided by the Location Platform Services, including but not limited to numerical latitude or longitude coordinates, search results, map data and imagery.
(2) use any robot or other similar application or tool to access or analyze the Location Platform Services.
(H) distribute or pre-fetch, cache, or store any Content except through API functionality specifically intended for such use and except that You may store (1) references and IDs; and (2) limited amounts of Content temporarily solely for the purpose of testing Your Application if You do so temporarily, securely, and in a manner that does not permit use of the Content outside of the Location Platform Services (e.g., You must not use the Content to create an independent database of "places");
(I) use the Location Platform Services to issue queries that are not in response to the actions of an End-User or otherwise modifies queries to the APIs; and
(J) use Content included in the Location Platform Services to generate sales lead information in the form of ASCII or other text-formatted lists of category-specific business listings which (1) include complete mailing address for each business, and (2) contain a substantial portion of such listings for a particular county, city, state, or zip code region; provided, however, that the foregoing restriction shall not include any Application where mailing address or phone numbers are provided in a bit map graphical image or in another non-text format;
(K) create Application(s) which do not display the Results of every search made by such Application(s) using the Content from the Location Platform Services to the End-User;
(L) You shall be responsible for, and shall exercise any and all legally required care and diligence in connection with the design, manufacturing, workmanship, testing, distribution, operation, and safety of any product or application which incorporates or otherwise utilizes the Location Platform Services pursuant to the license granted to You hereunder. Any product, system or application developed by or for You that incorporates or otherwise utilizes the Location Platform Services shall be free of any material defects in design, manufacturing, workmanship, or otherwise. You shall comply with any and all laws, rules and regulations to the extent applicable to the Location Platform Services.
(M) Results delivered in connection with Features of the Premium Components may not be utilized for development of dynamic turn-by-turn navigation features or functionality within Your Application.
THIRD PARTY CONTENT AND SERVICES
You may use Your own content or content licensed from a third party ("Sourced Content") in creation of Your Application in conjunction with use of the Location Platform Services, subject to the following conditions:
(i) Sourced Content may not be commingled, merged or otherwise combined with Content and Features delivered by or through the Location Platform Services to the degree that the origin of the Sourced Content and the Content and Features of the Location Platform Services cannot be determined. For sake of clarity, Sourced Content may be layered on top of Content and Features delivered through the Location Platform Services, subject to the attribution requirements and restrictions set forth in herein;
(ii) You may not use Results derived from the Location Platform Services in connection with a third party map.
(iii) Results delivered in connection with Feature Elements of the Core Components may not be displayed or visualized on any third party map, street level or satellite imagery. Notwithstanding the foregoing, API Results delivered in connection with Feature Elements of the Positioning Component may be used with third party map data, street level imagery and/or satellite imagery. For purposes of clarity, the foregoing restriction does not apply to the use of any Core Components on a standalone basis.
REQUIREMENT FOR YOUR APPLICATIONS
Your Application and use of the Location Platform Services must comply with the following criteria and requirements, as may be modified by NAVTEQ from time to time:
(i) Your Application will be developed and used in compliance with the this Agreement or any applicable law or regulation, including without limitation, any intellectual property or other proprietary rights, any right of any person, rights of privacy, or rights of personality;
(ii) Your Application will be developed in compliance with the documentation, technical guidelines and other requirements as NAVTEQ may provide from time to time;
(iii) Your Application does not and will not, to the best of Your knowledge, violate, misappropriate, or infringe any copyright, patent, trademark, trade secret, rights of privacy or other proprietary or legal right of any third party or of NAVTEQ;
(iv) Your Application must not contain nor transfer any viruses, files, code malware or any other malicious software programs that may harm or disrupt the normal operation of the device or network;
(v) Your Application must identify the nature and provider (including contact details) of the application, function as promoted and not contain any false, fraudulent or misleading information or representations;
(vi) You will clearly communicate to the users of Your Application (e.g. in the Application user interface) that the use of the Application creates data traffic which may result in costs to users;
(vii) You will not design or market the Application, or any part thereof, for use in or with systems, devices or products that are critical to health and/or security of other people and property (e.g. intended for surgical implant into the body or other applications intended to support or sustain life or for any aviation or nuclear reactor application) or any other application in which the software or its failure, malfunction or inadequacy could directly or indirectly cause or contribute to personal injury or death or significant property damage;
(viii) Your Application must not enable push notifications routed from other notification systems and servers provided by third parties;
(ix) Your Application shall not send any push notifications without first obtaining user consent, (e.g. unsolicited messages, advertising, promotions, or direct marketing of any kind or for the purposes of phishing and spamming) and Your Application(s) will include easy settings to disable any such notifications;
(x) Your Application shall not distribute or post spam, unreasonably large files, chain letters, pyramid schemes, any malicious code, viruses or any other technologies or content that may harm the Location Platform Services, other users, servers or networks or send any messages for the purpose of phishing or spamming, or enable anonymous or prank phone calls or SMS/MMS messaging; and
(xi) The Location Platform Services or any part thereof may not be used by You in connection with any of Your Applications:
(a) which has a functionality of providing turn-by-turn navigation services, real-time navigation or route guidance;
(b) that has In-Vehicle System Integration;
(c) where any functionality of the Application is substantially similar to the mapping, navigation and other location-based products or services offered by NAVTEQ or its affiliates;
(d) create mash-ups, enhanced services or similar, if such use will result (A) in the creation of a competitive derivative location platform or content product, (B) the degradation of the perceived quality of the Location Platform, or (C) the incorrect attribution of Features or Content to other companies.; or
(e) create a "wrapper" or similar abstraction layer for the Location Platform Services by means of Your Application or an API or service that You provide to third parties.
If Your Application enables You or any party to gain access to information about End Users, including but not limited to personally identifiable information, non-personally identifiable usage information or location information ("Information"), You must provide End Users with notice about what Information is accessible and how such Information will be used or disclosed so that End Users may make informed decisions about whether or not to use Your Application.
If agreed between You and NAVTEQ in writing, NAVTEQ may make advertising available through the Location Platform Services. In the event that NAVTEQ implements advertising, You agree not to remove, otherwise alter, tamper with, or obscure such advertising.
You shall pre-pay for each Transaction Bundle for Transactions generated by Your use of the Location Platform Services on a monthly basis as specified on the Product and Pricing Link. You may not exceed the Transaction Bundle Limits as specified on the Product and Pricing Link. Your pre-paid purchase of any Transaction Bundle shall be valid for the full month for which such purchase is made (e.g., if You purchase a Transaction Bundle on January 15, Transactions generated by Your use of the Location Product Services shall be valid until February 15). Any unused Transactions within the Transaction Bundle for that particular month may not be reimbursed, carried over, credited or applied to subsequent Transaction Fees in the future. You will be responsible for all monthly Transaction Fees associated with Your online account, and You shall pay such fees in U.S. Dollars or in such other currency as specified by NAVTEQ via a valid credit card. All Transaction Fees are exclusive of taxes and all non-refundable. You are responsible for paying all taxes and government charges and all reasonable attorneys' fees NAVTEQ incurs for collection of late payment amounts. You acknowledge and agree that any credit card and related billing and payment information that You provide to NAVTEQ may be shared by NAVTEQ with companies engaged by NAVTEQ on its behalf, such as payment processors or credit agencies, solely for purposes of performing credit checks, effecting payment to NAVTEQ and/or servicing Your account. NAVTEQ may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. NAVTEQ will not be liable for any use or disclosure of such information by such third parties. NAVTEQ reserves the right to change the Transaction Fees from time to time at its sole discretion. NAVTEQ will provide You with sixty (60) days' advance notice if use of Service becomes subject to a change in fees. In the event that You exceed the number of Transactions specified under the Transaction Bundle Limits for two (2) consecutive months, NAVTEQ shall notify You of such activity, and if You do not purchase the appropriate Transaction Bundle within the next month and continue to exceed the Transaction Bundle Limits for Your purchased Transaction Bundle, NAVTEQ reserves the right to suspend and/or terminate the Location Platform Services.
You agree to implement reporting mechanisms specified by NAVTEQ (if any). For example, if so specified, You agree to provide NAVTEQ with reports if Your Application detects its own location through the use of a sensor (including, but not limited to GPS, cell triangulation, WiFi or similar functionality) to display the location of the device on a map or to calculate a route.
SUPPORT AND MAINTENANCE
NAVTEQ has no obligation to furnish You with technical or other support for Your Application. NAVTEQ shall provide the Location Platform Services in accordance with the applicable SLA for the Core and Premium Features only as further described under the SLA Link. For sake of clarity, the Location Platform Services shall not be subject to SLA commitments for Base Feature. NAVTEQ reserves the right to change and/or suspend SLA commitments for those eligible Feature in the event You exceed the maximum Transaction Limits and/or are in violation of any material term of this Agreement, including but not limited to Sections 5-7 above.
UPDATE TO TERMS AND SERVICES
NAVTEQ reserves the right to modify or amend the terms and conditions of this Agreement at any time without prior notice. If the terms are changed in a material, adverse way, NAVTEQ will provide a separate notice advising of such change. In order to continue using the Location Platform Services, You must accept and agree to the new terms of this Agreement. If You do not agree to new terms, Your use of the Location Platform Services will be suspended or terminated by NAVTEQ. NAVTEQ may, in its sole discretion, change, improve and correct the Location Platform Services from time to time. NAVTEQ may also provide updates, upgrade or modifications ("Updates") to the Location Platform Services that are considered as important or critical by NAVTEQ, and in such case You may not continue using the previous version of the Location Platform Services and the use of the previous version of the Location Platform Services may be prevented without installation of the update. The Service may not be available during maintenance breaks and other times. NAVTEQ may also decide to discontinue the Location Platform Services or any part thereof in its sole discretion. In such case You will be provided a prior notification and NAVTEQ may terminate the Agreement accordingly. Notwithstanding the foregoing, subject to the provisions of the Service Level Agreement, NAVTEQ has no obligation to provide maintenance, bug fixes, patches or Updates to the Location Platform Services. To the extent such Updates are provided, they shall be deemed part of the applicable Location Platform Services.
USE OF YOUR MARKS AND APPLICATION
NAVTEQ may display Your trade name, trademarks, logos, and company and product descriptions and similar information and designations (collectively "Your Marks"), relating to Applications which use all or any portion of the Location Platform Services, on web pages, in advertisements, brochures, exhibits and other marketing and promotional material of NAVTEQ (collectively "NAVTEQ Collateral"). You grant NAVTEQ a non-exclusive, non-transferable, non-sublicensable right to use Your Marks as permitted in the preceding sentence. Nothing stated herein shall constitute a grant or other transfer to NAVTEQ of any right, title or interest in Your Marks. Upon termination of this Agreement for any reason, NAVTEQ shall immediately cease all use of Your Marks.
In addition to the foregoing, You agree that NAVTEQ is permitted to use screen shots of Your Application, showing the use of the Location Platform Services, in its sales collateral and other promotional materials.
When prototype versions of Your Application become available from You, You shall provide NAVTEQ with a copy of such prototype versions, upon request from NAVTEQ. NAVTEQ is permitted to use such prototypes as well as the commercial versions of Your Applications, for public demonstration purposes relating to the promotion of the Location Platform Services and/or related NAVTEQ products or services.
NAVTEQ may reference Your entity and Your Applications in NAVTEQ promotional materials, including in press releases issued by NAVTEQ.
SUPPLIER AND LEGAL/REGULATORY RESTRICTIONS AND REQUIREMENTS; TRADEMARKS; BRANDING
The Location Platform Services may include data or services that NAVTEQ licenses from third parties. You shall comply with all requirements and restrictions that such third parties may require NAVTEQ to impose on licensees, which currently include those set forth at http://corporate.navteq.com/developer_supplier_terms.html. NT may update the supplier requirements and restrictions from time to time by updating the terms at such site or otherwise notifying Client of such changes.
NAVTEQ grants You a non-exclusive, non-transferable, royalty-free right and license to use the NAVTEQ trademarks solely for purposes of displaying NAVTEQ branding as incorporated in the Location Platform Services as delivered by NAVTEQ. You agree that: (a) all right, title and interest in and to NAVTEQ's trademarks, including without limitation all goodwill related to them, are and will remain owned solely and exclusively by NAVTEQ and that all use of NAVTEQ's trademarks will inure to the benefit of NAVTEQ; (b) You will not challenge NAVTEQ's title, rights to or ownership of the NAVTEQ trademarks; (c) You will not use any other trademarks of NAVTEQ unless otherwise agreed in writing with NAVTEQ; and (d) You will comply with any generally applied NAVTEQ usage policies that may be delivered to You from time to time. NAVTEQ reserves a right to update, modify and remove NAVTEQ branding within the Location Platform Services in its sole discretion.
You will not partially or fully obscure, suppress or otherwise change (including without limitation size, color or orientation) any branding or trademarks placed in or on the Location Platform Services by or on behalf of NAVTEQ. You shall not use the NAVTEQ Marks in connection with Your Application or on Your site if Your Application or site contains or displays adult content or promotes illegal activities, gambling or the sale of tobacco or alcohol to persons under 21 years old.
Upon termination or expiration of this Agreement for any reason, You shall immediately cease all use of NAVTEQ Marks.
The Location Platform Services may not be available in some countries and may be provided only in selected languages. The Location Platform Services may be network dependent so You should contact Your network service provider for more information.
You agree that all material and information in any form received from NAVTEQ, including, but not limited to the Location Platform Services, as well as all translations of computer programs contained in the Location Platform Services, NAVTEQ's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information, will be considered and referred to collectively as "Confidential Information". Confidential Information, however, does not include: (a) information that NAVTEQ makes generally available to the public; (b) information that You can demonstrate to have had rightfully in Your possession prior to disclosure to You by NAVTEQ; (c) information that is independently developed by You without the use of any Confidential Information; or (d) information that You rightfully obtain from a third party who has been given the right to transfer or disclose it by NAVTEQ. Each party may disclose Confidential Information of the other to the receiving party's affiliates, provided that employees receiving such Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Section 17. You agree to keep confidential and not to disclose, publish, or disseminate any Confidential Information to any third party. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You agree not to use Confidential Information otherwise for Your own or any third party's benefit without the prior written approval of an authorized representative of NAVTEQ in each instance.
You further agree that despite of any other confidentiality agreements You may have between You and NAVTEQ, NAVTEQ will not be responsible for keeping confidential any information You provide to NAVTEQ through the use of the Location Platform Services or any related services. Neither NAVTEQ nor any of its employees accept or consider unsolicited ideas, including but not limited to ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. If, despite the request that You not send us Your ideas and materials, You still send them, please understand that NAVTEQ makes no assurances that Your ideas and materials will be treated as confidential or proprietary.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
The Location Platform Services and all rights, including without limitation, Intellectual Property Rights therein, are owned by NAVTEQ and/or its licensors and affiliates and are protected by international treaty provisions and the other applicable national laws of the country in which it is being used. The structure, organization, and code of the Location Platform Services are the valuable trade secrets and Confidential Information of NAVTEQ and/or its licensors and affiliates. No right, license, release, covenant not to sue or other rights or immunities, express or implied, by estoppels or otherwise are granted to any part of the Location Platform Services. In addition, no licenses or immunities are granted to the combination of the Location Platform Services with any other products, services, modifications or hardware not delivered by NAVTEQ under this Agreement. Also, any and all licenses with respect to NAVTEQ or third party patents (including Standard Patents or Essential Patents) are specifically excluded from the scope of this Agreement, and those licenses need to be acquired separately from NAVTEQ or the respective right holders, as the case may be.
For purposes of clarity and notwithstanding anything to the contrary, the license rights granted to You specifically exclude any licenses, releases, covenants not to sue or any other rights or immunities, whether expressly, impliedly or by estoppel or otherwise, to any underlying or enabling technologies which are not wholly part of the Location Platform Services including but not limited to operating systems, communication protocols and radio connectivity, positioning technologies (including but not limited to A-GPS), devices and other hardware, user interfaces (including but not limited to touch screen based interaction) and other technologies and which are used or incorporated by You in connection with the licenses granted herein, even if such underlying or enabling technologies are necessary for the use of the Location Platform Services.
You and Your affiliates, as the case may be, covenant and agree not to bring suit before any court or administrative agency or otherwise assert any claim against NAVTEQ or any of its affiliates, suppliers, licensees or customers based on any of Your patent or Your affiliate's due to reproduction, development, use, manufacturing, marketing, selling, distribution, licensing, importing or other disposal of the Location Platform Service or implementations thereof.
You and Your affiliates shall impose the obligation stated in clause above on any third party to whom You or Your affiliates may assign or transfer Your patents. This obligation is restricted to suits or other assertions based on such assigned or transferred patents.
You shall be released from Your covenant and agreement not to sue under this section in relation to a particular beneficiary (but not in relation to any other beneficiary) in the following event: (i) You are first sued for patent infringement related to the Location Platform Services by such other beneficiary who benefits from Your covenant and agreement as set forth herein; and (ii) the suit is based on Your infringement of such other beneficiary's patent rights which if held by You would be subject to the covenant and agreement not to sue provided for above in this Section.
For the purposes of this Section, "patent" means any patent, utility model and any divisional, re-exam, re-issue, continuation and continuation-in-part thereof as well as any corresponding application globally.
ERROR REPORTING AND FEEDBACK
You shall promptly provide any information You learn concerning errors, problems, complaints, and related matters ("Corrections") concerning the Location Platform Services to NAVTEQ, without charge, for NAVTEQ's unlimited use, including incorporation into the Location Platform Services. You shall not retain, acquire or assert any right, title or interest in or to the Corrections or underlying Location Platform Services (or other NAVTEQ products or services) or the intellectual property rights thereto based on the transfer of such information to NAVTEQ or NAVTEQ's use or incorporation of such information in the Location Platform Services or otherwise.
By submitting any ideas, feedback and/or proposals ("Feedback") to NAVTEQ through the Location Platform Services or other means, You acknowledge and agree that: (1) NAVTEQ may have similar development ideas to the Feedback; (2) Your Feedback does not contain confidential or proprietary information of You or any third party; (3) NAVTEQ is not under any obligation of confidentiality with respect to the Feedback; (4) NAVTEQ may freely use, distribute, exploit and further develop and modify Feedback for any purpose; and (5) You are not entitled to any compensation of any kind from NAVTEQ.
YOU ACKNOWLEDGE THAT THE LOCATION PLATFORM SERVICES AND OTHER MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NAVTEQ MAKES NO WARRANTY THAT THE LOCATION PLATFORM SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, OR THAT DEFECTS IN THE LOCATION PLATFORM SERVICES WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NA VTEQ, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, ACCURACY OF DOCUMENTATION AND SUPPORT MATERIAL, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE LOCATION PLATFORM SERVICES WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. THERE IS NO WARRANTY BY NAVTEQ OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE LOCATION PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE LOCATION PLATFORM SERVICESTO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.
You agree to defend and indemnify NAVTEQ from and against all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of (i) Your breach of this Agreement, (ii) Your infringement or violation of any Intellectual Property Rights, other rights or privacy of a third party, (iii) any use of the Location Platform Services by You or End-Users, or any other third party that uses the Location Platform Services and/or any information or Results derived therefrom as a result of the license granted to You hereunder, and (iv) any Content used by You in conjunction with the Location Platform Services.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NAVTEQ, ITS EMPLOYEES,LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SOFTWARE, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR THE SOFTWARE, EVEN IF NOKIA OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, NAVTEQ, ITS EMPLOYEES OR LICENSORS OR AFFILIATES' LIABILITY SHALL BE LIMITED TO U.S. $500.
Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer. Nothing contained in this Agreement limits NAVTEQ's liability to You in the event of death or personal injury resulting from NAVTEQ's negligence. NAVTEQ is acting on behalf of its employees and licensors or affiliates for the purpose of disclaiming, excluding, and/or restricting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose.
IMPORT AND EXPORT CONTROL
Each Party agrees to comply with the export and import Laws of the United States and other applicable countries. Without limiting the foregoing, each Party will: (1) comply with the U.S. Export Administration Regulations ("EAR") and trade sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control that prohibit the direct and indirect export, re-export, diversion, provision, and facilitation of items, services and transactions to countries subject to U.S. embargo or trade bans ("OFAC Countries"); (2) obtain export or import licenses or other governmental authorizations that may be required; (3) comply with U.S. export controls regulating transfers of export-controlled software and technology to foreign nationals that are treated as exports to the foreign nationals' home countries (otherwise known as "deemed exports"), (4) obtain all export licenses that may be required before releasing export-controlled software and technology to its foreign national personnel, and (5) ensure that no personnel are identified on U.S. Government export exclusion lists. The EAR prohibits the use of the Location Platform Services and technical data by a Government End User, as defined hereafter, without a license from the U.S. government. A Government End User is defined in Part 772 of the EAR as "any foreign central, regional, or local government department, agency, or other entity performing governmental functions; including governmental research institutions, governmental corporations, or their separate business units (as defined in part 772 of the EAR) which are engaged in the manufacture or distribution of items or services controlled on the Wassenaar Munitions List, and international governmental organizations. This term does not include: utilities, telecommunications companies and Internet service providers; banks and financial institutions; transportation; broadcast or entertainment; educational organizations; civil health and medical organizations; retail or wholesale firms; and manufacturing or industrial entities not engaged in the manufacture or distribution of items or services controlled on the Wassenaar Munitions List. To the extent that any such export laws, rules or regulations prohibit Provider from complying with any of its obligations hereunder to deliver or distribute Location Platform Services, such failure shall be excused and shall not constitute a breach of this Agreement.
All notices provided to NAVTEQ under this Agreement shall be delivered to:
All notices to NAVTEQ under this Agreement must be in writing and delivered by hand, fax or nationally recognized overnight courier addressed to the following address:
NAVTEQ North America, LLC
Attn: Vice President, Legal and Intellectual Property
425 W. Randolph Street
Chicago, IL 60606
Except as otherwise agreed, in any case where any notice, consent, approval, agreement or other communication is required or permitted to be given hereunder, such notice, approval, agreement or communication must be in writing and delivered by certified mail (return receipt requested), hand delivery, or by a reputable overnight service. For day-to-day operational and technical notices, approvals, or communications under this Agreement (excluding in any case notices relating to breach, termination, or indemnification under this Agreement), such notice, approval, or communication must be in writing (including by electronic mail) and delivered by electronic mail or as otherwise agreed by the parties and sent to such email or other address provided by such receiving Party.
Notices will be considered given on the day the notice is received. Each Party may update its notice address by notifying the other Party of such update in accordance with this Section.
The rights and obligations of each party under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other party, which consent will not be unreasonably withheld, except that NAVTEQ may assign this Agreement to a parent, subsidiary, or any entity that acquires substantially all of its stock, assets or business. For purposes of this provision, a change in control of Your entity shall be regarded as an assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
You will maintain accurate records regarding its use of the Location Platform Services and for the calculation of license fees and other charges for three years after the relevant payment due dates. NAVTEQ may once annually, at its own expense, audit at Your premises Your records which are reasonably necessary, as determined by NAVTEQ in good faith, to verify the license fees and other charges and compliance with this Agreement. You will provide NAVTEQ access to Your records no later than thirty (30) days following receipt of written notice of the audit from NAVTEQ. Any audit will occur within three years following the due date of the applicable fee payment. NAVTEQ will treat such records as confidential under Section 17 (Confidentiality). If an audit determines that the amounts due during the applicable period exceed payments actually made by 5% or more, then You will reimburse NAVTEQ the cost of the audit, and pay NAVTEQ the fees and other charges due, plus the interest specified in Section 2 (Fees and Payment Terms) within ten (10) days of completion of the audit.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected thereby and remain valid and enforceable as if such provision had not been set forth herein. The parties agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision.
No waiver will be deemed effective unless set forth in writing and signed by the party charged with such waiver, and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under this Agreement.
LIMITATION ON ACTION
Except for any breach of Your payment obligations or any unauthorized use of NAVTEQ Intellectual Property Rights, any action by either party in connection with this Agreement must be brought within two years after the cause of action arose or such longer period as required by applicable law.
Neither party shall be liable to the other for a failure to perform any of its obligations under this Agreement, except for payment obligations, due to circumstances beyond its reasonable control, provided such party notifies the other of the delay.
This Agreement is between NAVTEQ and You. No third party beneficiaries are intended. In connection with this Agreement, each party is an independent contractor and as such does not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. Neither Party may bind the other in contracts with third parties or make promises or representations on behalf of the other Party without a signed written consent, and employees and agents of one Party are not for any purpose employees or agents of the other. Except where otherwise expressly provided herein, this Agreement does not restrict either Party's ability to freely compete or to enter into similar relationships with other entities.
This Agreement shall be construed and governed by the substantive laws of the State of Illinois without giving effect to the conflict of laws provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.
ENTIRE AGREEMENT; SURVIVAL
These terms and conditions, together with all of the documents referenced herein, constitute the entire agreement between the parties relating to the Location Platform Services. It supersedes all prior oral or written communications, representations, undertakings and agreements of the parties relating thereto and prevails over any conflicting or additional terms of any quote, order, acknowledgement, purchase order or similar communication between You and NAVTEQ relating to the Location Platform Services. To the extent that any of the provisions in any referenced document are inconsistent with, or conflict with, any of the terms and conditions set forth herein, the provisions set forth herein shall prevail. Those provisions that naturally survive termination of the Agreement shall survive such termination, including Sections 17, 18, 20, 21 and 22.
Each Party will comply with all applicable anti-corruption laws, including those that prohibit the promise, the payment, the authorization of, or the giving directly or indirectly of money or things of value to any person or entity for the purpose of inducing or rewarding any favorable action or inaction related to the Agreement or the Parties' relationship hereunder. Each Party will maintain written, complete, and accurate records for the duration of the Agreement relating to any payments such Party make to third parties related to the Agreement or the Parties' relationship under this Agreement. Each Party will permit inspection of these records for the duration of this Agreement upon reasonable written notice from the other Party.
"Application" means mobile or web applications that use the Location Platform Services in conjunction with applications marketed to consumer end-users. .
"APIs" means the cloud service application programming interfaces which NAVTEQ makes available to access the Location Platform Services for use by You in connection with Your Applications including software, documentation, sample code, tools, libraries and other materials as made available by NAVTEQ from time to time.
"API Request" means each API call made to the server to request a Result as initiated by the Application User accessing a Feature Element of the Location Platform Services.
"Base Feature" means the content delivered to the Application via the Location Platform Services, as further described in the Product and Pricing Link.
"Component" means each group of Feature Elements contained in the functional components described under the Product and Pricing Link.
"Content" means the geographic map data and other content available from NAVTEQ through the Location Platform Services, including data provided by NAVTEQ that originates from third parties, including but not limited to map data, traffic information, search results and places information.
"Core Feature " means the content delivered to the Application via the Location Platform Services, as further described in the Product and Pricing Link.
"Daily Throughput Limit" means the maximum number of API Requests permitted for each Location Platform Component during each calendar day during the Term. The Daily Throughput Limits are as set forth under the Product and Pricing Link.
"End-User" shall mean any entity or person who receives or uses a copy of all or any portion of the Location Platform Services or information contained therein or derived therefrom for personal use in an Application with no right to copy, sublicense or loan the same
"Feature" means certain services, capabilities and functionalities provided through the Location Platform Services, including map rendering, positioning and routing functionalities. Each Feature is classified as a Base Feature, Core Feature and Premium Feature and further described under the Product and Pricing Link.
"Essential Patent" means any patent that has been declared essential for a Standard, and is necessarily infringed, for technical reasons, by compliance with a Standard.
"In-Vehicle System Integration" means that an Application (including a device through which an application is accessed) (i) is not designed to be readily moveable from one location to another, (including in and out of a vehicle), (ii) has no power source of its own nor its own display screen, or (iii) is capable of any of the following: (a) receiving input from any non-application sensors installed or present in the vehicle other than the vehicle headlight sensor for the purpose of controlling display dimming, (b) of being connected to an external display screen installed or present in the vehicle, or (c) of being manipulated (i.e. turned on or off, volume controlled, etc.) by controls that are part of any other device present in the vehicle, whether factory installed, aftermarket or otherwise. Notwithstanding the foregoing, Applications do not meet the definition of In-Vehicle System Integration solely because such application(including the device through which the application is accessed) (x) may be manipulated through the use of the volume controls of another device installed or present in a vehicle solely in connection with the delivery of audio from the application to an end user through a vehicle's speakers, (y) uses a vehicle's speakers and/or microphone to allow the end user to utilize the Application's voice recognition capabilities, and/or (z) is capable of being to connected a power source in a vehicle provided that the application also has its own power source that would allow the application to operate outside of the vehicle.
"Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, whether registered or unregistered, and any and all other similar proprietary rights, as well as any and all applications, renewals, extensions, divisionals, continuations, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
"NAVTEQ Data" shall mean the geographic data and related content for the Territory(ies) made by or for NAVTEQ, and generally released by NAVTEQ, that NAVTEQ elects to make accessible for use through the Location Platform Services. The NAVTEQ Data that is made accessible for use in the Location Platform Services is more fully described in the documentation contained in the Location Platform Services.
"Location Platform" means NAVTEQ's commercially available location services platform, including bug fixes, modifications and subsequent releases therefor to the extent provided by NAVTEQ to You. The Location Platform includes Location Platform Services which are accessible via the APIs.
"Location Platform Services" shall mean the location-based web and mobile services Location Platform, service, software, APIs, Content, NAVTEQ Data and any related materials offered by NAVTEQ that enables You to use the Location Platform and Features thereof.
"Permitted Application User" means each individual End-User who uses the Location Platform Services to initiate an API Request in connection with each individual Application.
"Premium Feature" means the content delivered to the Application via the Location Platform Services, as further described in the Product and Pricing Link.
"Product and Pricing Link" means the description of Location Platform Services and related Transaction Fees set forth at the following URL: http://developer.lima.net/plans
"Result" means each unique delivery of information made in response to an API Request.
"Service Level Agreement" or "SLA" means the service level agreement then in effect for the Location Platform Services available at the following URL: [INSERT LINK] or such other URL as NAVTEQ may provide to You.
"Session" means the period of time which (i) begins upon delivery of a Result in response to the first API Request initiated by a Permitted Application User that is not initiated as part of an existing Session, and (ii) ends upon the earlier to occur of closure of the Application or web browser, access to a new URL, or ten (10) minutes of inactivity.
"Standard" shall mean any standard that is promulgated, specified, or otherwise published by any international, governmental or other industry recognized standard setting organization, industrial organization, engineering organization, interest group, consortium, task force or any other like forum or entity. By way of example and without limitation, "Standard" includes the GSM standard (also including GPRS and EDGE), the UMTS standard (also including HSDPA and HSUPA), CDMA standards, such as the IS-95 and CDMA 2000 standards, and LTE (Long Tem Evolution) and WLAN 802.11 standard.
"Standard Patent" shall mean any patent that is practiced due to or by compliance with or implementation of a Standard or by the making, using, selling, offering to sell, importing or otherwise disposing of any products or services due to them complying with or implementing a Standard.
"Transaction" means one of the following: (i) a single Session, (ii) a single API Request, or (iii) a single Result returned in response to an API Request, depending upon the Feature. Provider shall notify Customer as to how Transactions are calculated for each Feature (i.e., whether Transactions for such Feature Elements are Session-based, API-Request-based or Result-based).
"Territory" shall mean the geographical area of NAVTEQ Data which NAVTEQ elects to make available through the Location Platform Services.
"Transaction Bundle" means the bundle of a monthly number of Transactions corresponding to a particular license fee for the applicable Location Platform Services elected by You as further defined under the Product and Pricing Link.
"Transaction Bundle Limit(s)" means the maximum number of Transaction requests and the Daily Throughput Limit for the applicable Features within each Transaction Bundle permitted by the Application to the Location Platform Services for providing the Features to End-Users as further specified in the technical documentation or license options for the respective business models provided by NAVTEQ to You and as further specified under the Product and Pricing Link.
"Transaction Fees" means the monthly non-refundable fees prepaid by You per Transaction Bundle for use of the Location Platform Services as specified by NAVTEQ and described under the Product and Pricing Link.