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License agreement
6
MISCELLANEOUS
TERMS AND CONDITIONS
This is the entire Agreement between Pioneer
FOR THE TELE ATLAS DATA
and you regarding its subject matter. No
change in this Agreement shall be effective
End User Licensing Terms
unless agreed to in writing by Pioneer. Pioneer
THIS IS A LEGAL AGREEMENT (THE "AGREE-
retailers do not have the authority to change
MENT") BETWEEN YOU, THE END USER, AND
this Agreement. This Agreement shall be gov-
PIONEER and its licensors of Data product
erned by and construed in accordance with
(sometimes collectively "Licensors"). BY
the internal laws of the Province of Ontario
USING YOUR COPY OF THE LICENSED DATA,
and the federal laws of Canada applicable
YOU AGREE TO THE TERMS AND CONDI-
therein. If any provision of this Agreement is
TIONS OF THIS AGREEMENT.
declared invalid or unenforceable, the remain-
ing provisions of this Agreement shall remain
1
Grant of License.
in full force and effect.
Licensors grant you a non-transferable, nonex-
clusive license to use the map data and busi-
ness points of interest information (the
"POIs"), owned by Tele Atlas, (together, the
"Data") contained on these discs, solely for
personal, non-commercial use and not to op-
erate a service bureau or for any other use in-
volving the processing of data of other
persons or entities. You may make one (1)
copy of the Data for archival or backup pur-
poses only but you may not otherwise copy, re-
produce, modify, make derivative works, derive
the structure of or reverse engineer the Data.
The Data is restricted for use with the
PIONEER Product(s). The Data contains confi-
dential and proprietary information and mate-
rials, and may contain trade secrets, so you
agree to hold the Data in confidence and in
trust and not to disclose the Data or any por-
tions in any form, including by renting, leas-
ing, publishing, leasing, sublicensing or
transferring the Data to any third party. You
are explicitly prohibited from downloading the
digital maps and programmes contained in
the Data or from transferring these to another
data carrier or computer. You are prohibited
from removing or obscuring any copy right,
trademark notice or restricted legend.
2
Ownership.
WARRANTY OR IN ANY WAY INCREASES
The Data is copyrighted by Tele Atlas and its Li-
PIONEER', ITS LICENSORS OR SUPPLIERS
censors and they retain all ownership rights in
LIABILITY AND YOU MAY NOT RELY ON ANY
the Data. You agree not to alter, remove, oblit-
SUCH INFORMATION OR ADVICE. THIS DIS-
erate, or obscure any copyright notice or pro-
CLAIMER IS AN ESSENTIAL CONDITION OF
prietary legend contained in or on the Data.
THIS AGREEMENT AND YOU ACCEPT THE
DATA ON THIS BASIS.
3
Limitation of Liability.
NEITHER TELE ATLAS NOR ITS SUPPLIERS
5
Termination.
SHALL BE LIABLE TO THE UNDERSIGNED
This Agreement will terminate immediately
FOR ANY INCIDENTAL, CONSEQUENTIAL,
and automatically, without notice, if you
SPECIAL, INDIRECT OR EXEMPLARY DA-
breach any term of this Agreement. You agree
MAGES ARISING OUT OF THIS AGREEMENT,
that in the event of termination of the Agree-
INCLUDING LOST PROFITS OR COSTS OF
ment, you shall return the Data (including all
COVER, LOSS OF USE OR BUSINESS INTER-
documentation and all copies) to PIONEER
RUPTION OR THE LIKE, REGARDLESS OF
and its suppliers.
WHETHER THE PARTY WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6
Indemnity.
NOTWITHSTANDING ANYTHING TO THE CON-
You agree to indemnify, defend and hold
TRARY CONTAINED HEREIN, TELE ATLAS
PIONEER, its Licensors, and its suppliers (in-
SHALL HAVE NO MONETARY LIABILITY TO
cluding their respective licensors, suppliers,
THE UNDERSIGNED FOR ANY CAUSE (RE-
assignees, subsidiaries, affiliated companies,
GARDLESS OF THE FORM OF ACTION)
and the respective officers, directors, employ-
UNDER OR RELATING TO THIS AGREEMENT.
ees, shareholders, agents and representatives)
free and harmless from and against any liabili-
4
Warranty Disclaimer.
ty, loss, injury (including injuries resulting in
THE DATA IS PROVIDED ON AN "AS IS" AND
death), demand, action, cost, expense, or
"WITH ALL FAULTS BASIS" AND PIONEER,
claim of any kind or character, including but
ITS LICENSORS, AND ITS LICENSED DISTRI-
not limited to attorney's fees, arising out of or
BUTORS AND SUPPLIERS (COLLECTIVELY,
in connection with any use or possession by
"SUPPLIERS") EXPRESSLY DISCLAIM ALL
you of the Data.
OTHER WARRANTIES, EXPRESS OR IM-
PLIED, INCLUDING BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF NON-INFRIN-
GEMENT, MERCHANTABILITY, EFFECTIVE-
NESS, COMPLETENESS, ACCURACY, TITLE
AND FITNESS FOR A PARTICULAR PURPOSE.
PIONEER, ITS LICENSORS AND SUPPLIERS
DO NOT WARRANT THAT THE DATA WILL
MEET YOUR REQUIREMENTS OR THAT THE
OPERATION OF THE DATA WILL BE UNINTER-
RUPTED OR ERROR FREE. NO ORAL OR
WRITTEN ADVICE GIVEN BY PIONEER, ITS LI-
CENSORS, SUPPLIERS OR ANY OF THEIR RE-
SPECTIVE EMPLOYEES CREATES A
7
US. GOVERNMENT RIGHTS.
(b) make the POI Licensed Tele Atlas Products
If End User is an agency, department, or other
available in an on-line environment unless
entity of the United States Government, or
properly secured and/or encrypted to prevent
funded in whole or in part by the United States
unauthorized access to the POI Licensed Tele
Government, then use, duplication, reproduc-
Atlas Products; and
tion, release, modification, disclosure or trans-
(c) use the POI Licensed Tele Atlas Products,
fer of this commercial product and
either in whole or in part, as a factor in (i) es-
accompanying documentation, is restricted in
tablishing an individual's eligibility for credit
accordance with the LIMITED or RESTRICTED
or insurance; (ii) connection with underwriting
rights as described in any applicable DFARS
individual insurance; (iii) evaluating an indivi-
or FAR. In case of conflict between any of the
dual for employment or promotions, reassign-
FAR and/or DFARS that may apply to the Li-
ment or retention as an employee; (iv) in
censed Tele Atlas Product, the construction
connection with a determination of an indivi-
that provides greater limitations on the Gov-
dual's eligibility for a license or other benefit
ernment's rights shall control. Contractor/
granted by a governmental authority; or (v) for
manufacturer is Tele Atlas North America,
soliciting survivors of deceased persons.
Inc., 11 Lafayette Street, Lebanon, NH 03766-
(d) create mailing or telemarketing lists unless
1445. Phone: 603.643. 0330. The Licensed Tele
authorized in this Agreement.
Atlas Products are © 2006-2009 by Tele Atlas.
(e) End User will house the POI Licensed Tele
ALL RIGHTS RESERVED. For purpose of any
Atlas Products on the Internet behind firewalls
public disclosure provision under any federal,
and will implement a system of controls that
state or local law, it is agreed that the Licensed
will (i) protect the integrity of the POI Licensed
Tele Atlas Products are a trade secret and a
Tele Atlas Products; (ii) control access to the
proprietary commercial product and not sub-
POI Licensed Tele Atlas Products and (iii) pre-
ject to disclosure.
vent unauthorized usage or copying of the POI
Licensed Tele Atlas Products.
®
8
Additional provisions for Tele Atlas
(f) End User shall display the POI Licensed
Premium Points of Interest (the "POIs").
Tele Atlas Product copyright notice at all times
With respect to the POI Licensed Tele Atlas
in conjunction with the Tele Atlas copyright
Products:
notice. As of the Effective Date of this Agree-
(The following provisions only refer to the pro-
ment, the copyright notice for the POI Li-
®
ducts which contain Tele Atlas
Premium
censed Tele Atlas Product is:
Points of Interest.)
End User specifically agrees that it shall not:
Data by
(a) except as otherwise specifically set forth
herein, license or otherwise provide the POI Li-
Copyright 2009
C
censed Tele Atlas Products to any third party
All Rights Reserved
for the purposes of resale, sublicensing, redis-
tribution or for the purpose of compiling, en-
9
Additional provisions for Tele Atlas
hancing, verifying, supplementing, adding to
Brand Icon Licensed Tele Atlas Product (the
or deleting from any mailing list, geographic
"Brand Icon Licensed Tele Atlas Product"):
or trade directories, business directories, clas-
(The following provisions only refer to the pro-
sified directories, classified advertising which
ducts which contain Tele Atlas
®
Brand Icon Li-
is sold, rented, published, furnished or in any
censed Tele Atlas Product.)
manner provided to a third party;
a End User's use of the Brand Icon Licensed
10 Additional Provisions with respect to
®
Tele Atlas Product and any portion thereof,
Tele Atlas
3D Landmarks Licensed Tele
Atlas Product (the "3D Landmarks"):
is limited to use solely for the purpose of en-
hancing the value and/or use of the spatial
(The following provisions only refer to the pro-
vector data furnished or made by Tele Atlas.
ducts which contain Tele Atlas
Notwithstanding anything to the contrary
Licensed Tele Atlas Product.)
herein, or in any attachment or exhibit here-
Licensee agrees to include as soon as practi-
to, in no event shall End User use the
cally possible, but no later than the first new
Brand Icon Licensed Tele Atlas Product or
release of the Value Added Product following
any portion thereof in connection with or in
Licensee's receipt of any 3D Landmarks, any
conjunction with spatial street vector data
copyright notices related to the display of such
furnished or made by a party other than
landmarks on every Value Added Product and
in the "about box" of the Value Added Product.
Tele Atlas. End User may only use the
icons, brand names, logos, trademarks or
Notwithstanding the aforementioned, Tele
other features within (and not separate
Atlas has the right to decide, at its sole discre-
from) the map data. In addition, End User
tion, to remove specific 3D Landmarks in sub-
shall not modify or alter the color, shape,
sequent releases of the Licensed Tele Atlas
size, and orientation of the Brand Icon Li-
Products. In such case, Licensee will remove
censed Tele Atlas Product as provided to
those 3D Landmarks from the Value Added
End User without Tele Atlas's prior written
Product as soon as practically possible, but
approval.
not later than the first new release of the Value
b Licensee agrees that the use of Brand Icon
Added Product following Licensee's receipt of
Licensed Tele Atlas Product subject to the
the Update to the Licensed Tele Atlas Product.
terms and conditions set forth in this Agree-
Tele Atlas shall not be held responsible for any
ment and that there may be additional third
possible damages, costs or expenses incurred
party terms, conditions and restrictions to
by Licensee related to such removal of a 3D
which the use of the Brand Icon Licensed
Landmark by Tele Atlas from the Licensed Tele
Tele Atlas Product will be subject provided
Atlas Product or failure to remove a 3D Land-
to the End User from time to time by Licen-
mark by Licensee from the Value Added Pro-
see in the release notes applicable to the
duct.
Value Added Product.
c Should End User enter into any commercial
11 Copyright Notices.
arrangement for advertising, pay-for-place-
Licensee shall conspicuously display each ap-
ment, promotion or any similar paid brand
plicable then current copyright notice for the
marketing exposure with any owners (or
Licensed Tele Atlas Products on the initial
their representatives) of any of the brand
splash screen, in the code, on the storage
medium, on the packaging, in the "Help/
icons supplied with the Brand Icon Li-
censed Tele Atlas Product, Tele Atlas shall
About" section, in the operator's manual, and
receive no less than twenty five percent
in any displayed or printed map image, for
®
(25%) of any revenues collected in the con-
each Value Added Product that is based upon:
text of any such commercial arrangement,
unless otherwise agreed-to in advance and
in writing by both parties.
®
3D Landmarks
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