[TELENAV TERMS AND CONDITIONS OF SERVICE]
TeleNav GPS Navigator™ for BlackBerry App World™
Please read these terms and conditions of service carefully before you launch the TeleNav GPS Navigator on your wireless device. Your use of the TeleNav GPS Navigator indicates that you accept these terms and conditions. If you do not accept these terms and conditions, do not launch or otherwise use the TeleNav GPS Navigator.
INTRODUCTION
These terms and conditions of service represent the agreement (“Agreement”) between you and TeleNav, Inc. (“TeleNav”) with respect to the TeleNav GPS Navigator service (the “TeleNav Service”). All references herein to “you” and “your” means you, your employees, agents, and contractors, and any other entity on whose behalf you accept these terms and conditions, all of whom shall also be bound by this Agreement.
TeleNav may revise these terms and conditions at any time, with or without notice to you. You should visit http://www.telenav.com from time to time to review the then current terms and conditions for the TeleNav Service.
THE TELENAV SERVICE
The TeleNav Service allows you to obtain via your wireless device GPS-assisted navigation instructions to destinations throughout most of the United States or Canada, depending on your cellular carrier. Use of the TeleNav Service requires payment of a monthly fee, which includes download to your wireless device of the TeleNav GPS Navigator software and any upgrades, modifications, or additions thereto (collectively, the “TeleNav Software”), but does not include any hardware that may be required for certain wireless devices (such as a standalone GPS receiver). A complete description of the TeleNav Service is available at the Products link on TeleNav’s website, located at http://www.telenav.com/products.
The TeleNav Service is for your internal business and personal use and is not for resale or other transfer or disposition to any other person or entity.
The TeleNav Service utilizes map and other data licensed to TeleNav by third parties for the benefit of you and other end users. This Agreement includes end-user terms required by these companies (set forth at the end of this Agreement), and thus your use of the TeleNav Service is limited by and subject to such terms.
YOUR LOCATION AND ROUTE INFORMATION
For TeleNav to provide the TeleNav Service, TeleNav must record your route information, including your point of origin, the address of your destination, the starting time of your trip, and the route you are instructed to follow, and must periodically receive your GPS location from the GPS hardware associated with your wireless device.
In using the TeleNav Service, you allow TeleNav to access your GPS hardware and otherwise obtain this location and route information, and to record, compile and display such information internally. Such information is subject to TeleNav’s privacy policy located at http://www.telenav.com. Your use of the TeleNav Service indicates that you accept the terms of TeleNav’s privacy policy.
SAFE AND LAWFUL USE OF THE TELENAV SERVICE
You agree to comply with the following when using the TeleNav Service:
PAYMENT
Before your TeleNav Service will be activated, you must (i) provide TeleNav with a valid major credit card (American Express, VISA or MasterCard), or (ii) enter into a direct billing or prepaid agreement with TeleNav, or (iii) subscribe to the TeleNav Service through your wireless telephone carrier, and agree to pay the relevant charges to such carrier.
You agree to pay all fees charged to your account for the TeleNav Service (including applicable state and local taxes), in accordance with TeleNav’s billing terms in effect at the time the charge becomes payable. You will be charged such fees each month, even if you do not use the TeleNav Service. TeleNav reserves the right to change the fees for the TeleNav Service at any time, upon prior notice to you.
If payment cannot be charged to your credit card or your credit card charge is returned to TeleNav for any reason, or you otherwise fail to pay the charges for the TeleNav Service when due, TeleNav reserves the right to pursue any and all legal remedies to collect the amounts owed by you, and to suspend or terminate your access to the TeleNav Service.
TELEPHONE CHARGES
You are responsible for any fees assessed by your wireless telephone carrier to access the TeleNav Service, including any data plan charges, toll, out-of-area, roaming, or other telephone connection charges.
TeleNav reserves the right to change at any time the phone number designated for you to access the TeleNav Service, including eliminating any toll-free numbers.
TERMINATION
TeleNav reserves the right to terminate your access to the TeleNav Service at any time for any or no reason and without notice to you.
You may terminate the TeleNav Service at any time by notifying TeleNav via (i) an email addressed to care@telenav.com, (ii) a letter addressed to TeleNav, Inc., 1130 Kifer Road, Sunnyvale, CA 94086, or (iii) a phone call to TeleNav Customer Support at (888) 353-6284. Any such cancellation by you shall become effective upon TeleNav’s receipt of your notice.
Upon any termination of your TeleNav Service, TeleNav shall have no liability to you or any further obligations under this Agreement, other than to provide you with a refund in accordance with TeleNav’s then current refund policy, unless such termination is for cause. For a copy of TeleNav’s refund policy, visit http://www.telenav.com.
ACCOUNT INFORMATION
You agree: (a) when signing up for the TeleNav Service, to provide TeleNav with true, accurate, current, and complete information about yourself, and (b) to inform TeleNav promptly of any changes to such information to keep it true, accurate, current and complete.
If you provide TeleNav with any information that is untrue, inaccurate, not current or incomplete, or TeleNav has reasonable grounds to suspect so, TeleNav has the right to suspend or terminate your access to the TeleNav Service.
All of your account information, as well as other payment and personal information provided by you to TeleNav, is subject to TeleNav’s privacy policy located at http://www.telenav.com. Your use of the TeleNav Service indicates that you accept the terms of TeleNav’s privacy policy.
SOFTWARE LICENSE
Subject to your compliance with the terms of this Agreement, TeleNav hereby grants to you a personal, non-exclusive, non-transferable license to: (i) download or otherwise copy the TeleNav Software onto your wireless device, and (ii) use the TeleNav Software (in object code form only) on such wireless device in order to access and use the TeleNav Service.
This license shall terminate upon any termination of this Agreement, or upon any suspension, termination or cancellation of your access to the TeleNav Service.
Except for the limited license expressly granted herein, TeleNav shall own all right, title and interest in and to the TeleNav Software, including without limitation all intellectual property rights therein.
DISCLAIMERS
To the fullest extent permissible pursuant to applicable law, in no event will TeleNav, its licensors and suppliers, or agents or employees of any of the foregoing, be liable for any decision made or action taken by you or anyone else in reliance on the information provided by the TeleNav Service or the TeleNav Software. You are responsible for the entire risk arising out of your use of the TeleNav Service and the TeleNav Software.
The TeleNav Service and the TeleNav Software are provided “as is” and without warranties of any kind either express or implied. TeleNav disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
Applicable law may not allow certain warranty exclusions, so one or more of the above disclaimers may not apply to you.
OTHER QUALIFICATIONS
You understand and agree that the TeleNav Software is downloaded to your wireless device at your own discretion and risk and that you will be solely responsible for any damages to your wireless device, or loss of data, that results from the download of such software.
TeleNav does not warrant that the TeleNav Service or the TeleNav Software will not infringe on third party intellectual property rights.
TeleNav also does not warrant that your use of the TeleNav Service will be uninterrupted or error-free. Rather, temporary interruptions of the TeleNav Service may occur from time to time (such as when you drive into an area that has no cell phone coverage or when the TeleNav Service or your carrier’s network is undergoing maintenance). TeleNav will exercise reasonable efforts to attempt to limit or prevent such occurrences, but in no event will TeleNav be liable for any financial or other damages due to such interruptions.
TeleNav also does not warrant the accuracy of the map or other data used for the TeleNav Service. Such data may not always reflect reality due to, among other things, road closures, construction, weather, new roads and other changing conditions.
TeleNav has technological and operational security policies and procedures to protect your information from loss, misuse, alteration, or unintentional destruction, but TeleNav makes no representations or warranties regarding the security of the TeleNav Service or the transmission of data or information to and from TeleNav and your wireless device. TeleNav will not be liable to you or anyone else in the event of any unauthorized infiltration of any of its systems.
LIMITATION OF LIABILITY
To the extent permitted under applicable law, under no circumstances shall TeleNav, its licensors (or their licensors and suppliers), or its channel partners and associated service providers be liable to you or anyone else for any loss, injury, or damages (including but not limited to any compensatory, punitive, special, incidental, indirect, exemplary or consequential damages) arising out of or in connection with the TeleNav Service or the TeleNav Software being made available through its channel partners and associated service providers, the use by you or anyone else of the TeleNav Service or the TeleNav Software, any defects in the TeleNav Service or the TeleNav Software, or any breach of this Agreement, even if TeleNav, its licensors, channel partners, or associated service providers have been advised of the possibility of such damages.
Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above exclusion may not apply to you.
INDEMNIFICATION
To the extent permitted by applicable law, you agree to indemnify, defend and hold TeleNav and its licensors (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of each of them) free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney’s fees, arising out of or in connection with your use of the TeleNav Service or the TeleNav Software.
ARBITRATION AND GOVERNING LAW
You agree that any dispute, claim or controversy arising out of or relating to this Agreement, the TeleNav Service, or the TeleNav Software, shall be settled by independent arbitration involving a neutral arbitrator and administered by the American Arbitration Association. The arbitrator shall apply the Commercial Arbitration Rules of the American Arbitration Association, and the judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.
This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts of the County of Santa Clara, California.
MISCELLANEOUS
This Agreement constitutes the entire agreement between TeleNav and you with respect to the subject matter hereof.
TeleNav’s or your failure to require performance of any provision shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision herein is held unenforceable, then such provision will be modified to reflect the intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to TeleNav. Notwithstanding the foregoing, TeleNav may assign this Agreement to any affiliate at any time without notice.
By using the TeleNav Service, you consent to receive from TeleNav all communications, including notices, agreements, legally required disclosures or other information in connection with the TeleNav Service (collectively, “Notices”) electronically. TeleNav may provide such Notices by posting them on TeleNav’s website or by downloading such Notices to your wireless device. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the TeleNav Service.
If you have any questions regarding the terms of this Agreement, please contact TeleNav by sending an email to care@telenav.com, by writing to TeleNav Customer Service, 1130 Kifer Road, Sunnyvale, CA 94086, or by calling TeleNav Customer Support at (888) 353-6284.
NOTE: Additional terms and conditions applicable to you are as follows:
END-USER TERMS REQUIRED BY NAVTEQ CORPORATION
The TeleNav Service utilizes data licensed to TeleNav by NAVTEQ Corporation (“NAVTEQ”). You may access this data (“Data”) through the TeleNav Service subject to the following terms and conditions:
The Data is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and TeleNav and its licensors (including their licensors and suppliers) on the other hand.
© 200X NAVTEQ. All rights reserved.
The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen’s Printer for Ontario, © Canada Post Corporation, GeoBase®.
NAVTEQ holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information.
©United States Postal Service® 200X. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.
TERMS AND CONDITIONS
Personal Use Only. You agree to use this Data together with the TeleNav Service for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. Multi-disc sets may only be transferred or sold as a complete set as provided by TeleNav and not as a subset thereof.
Restrictions. Except where you have been specifically licensed to do so by TeleNav, and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.
No Warranty. This Data is provided to you “as is,” and you agree to use it at your own risk. TeleNav and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.
Disclaimer of Warranty: TELENAV AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.
Disclaimer of Liability: WITHOUT IN ANY WAY LIMITING THE LIMIATION OF LIABILITY PROVISION SET FORTH ABOVE, TELENAV AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF TELENAV OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.
Export Control. You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.
Entire Agreement. These terms and conditions constitute the entire agreement between TeleNav (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.
Governing Law. The above terms and conditions shall be governed by the laws of the State of Illinois (except to the extent the Data is used in the European Union the above terms and conditions shall be governed by Netherlands), without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois (except to the extent the Data is used in the European Union you agree to submit to the jurisdiction of the Netherlands) for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.
Users in Canada. The Data may include or reflect data of licensors, including Her Majesty and Canada Post. Such data is licensed on an “as is” basis. The licensors, including Her Majesty and Canada Post, make no guarantees, representations or warranties respecting such data, either express or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose.
The licensors, including Her Majesty and Canada Post, shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of the data or the Data. The licensors, including Her Majesty and Canada Post, shall not be liable in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in the data or the Data.
You shall indemnify and save harmless the licensors, including Her Majesty the Queen, the Minister of Natural Resources of Canada and Canada Post, and their officers, employees and agents from and against any claim, demand or action, irrespective of the 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 possession of the data or the Data.
Government End Users. If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, this Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these end user terms, and each copy of the Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:
Notice of Use
Contractor (Manufacturer/ Supplier) Name: NAVTEQ
Contractor (Manufacturer/Supplier) Address: 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654
This Data is a commercial item as defined in FAR 2.101 and is subject to the end user terms under which this Data was provided.
© 200X NAVTEQ – All rights reserved.
If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.
END-USER TERMS REQUIRED BY TELE ATLAS NORTH AMERICA, INC.
The TeleNav Service utilizes software licensed to TeleNav by Tele Atlas North America, Inc. (“Tele Atlas”). You may use this software (the “Tele Atlas Software”) through the TeleNav Service subject to the following terms and conditions:
· You may only use the Tele Atlas Software for internal business or personal uses.
· Your use of the Tele Atlas Software is otherwise limited by the scope of the license agreement between Tele Atlas and TeleNav.
· The Tele Atlas Software is the confidential information of Tele Atlas.
· You are prohibited from making any unauthorized copies of the Tele Atlas Software.
· You are prohibited from removing or obscuring any copyright or trademark notice, or restrictive legend with respect to the Tele Atlas Software.
· The liability of Tele Atlas and its suppliers is limited by the limitation of liability provision set forth above.
· The Tele Atlas Software is provided “as is” and on a “with all faults basis”, and Tele Atlas and its suppliers expressly disclaim all other warranties, express or implied, including but not limited to the implied warranties of non-infringement, merchantability, satisfactory quality, accuracy, title and fitness for a particular purpose. No oral or written advice or information provided by Tele Atlas or any of its agents, employees or third party providers shall create a warranty, and you are not entitled to rely on any such advice or information. This disclaimer is an essential condition of this Agreement.
· In the event that you are a government entity, the following provisions apply to you:
U.S. GOVERNMENT RIGHTS. If you are an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with the LIMITED or RESTRICTED rights as described in DFARS 252.227-7014(a)(1) (JUN 1995) (DOD commercial computer software definition), DFARS 227.72021 (DOD policy on commercial computer software), FAR 52.227-19 (JUN 1987) (commercial computer software clause for civilian agencies), DFARS 252.227-7015 (NOV 1995) (DOD technical data – commercial items clause); FAR 52.227-14 Alternates I, II, and III (JUN 1987) (civilian agency technical data and noncommercial computer software clause); and/or FAR 12.211 and FAR 12.212 (commercial item acquisitions), as applicable. In case of conflict between any of the FAR and DFARS provisions listed herein and this Agreement, the construction that provides greater limitations on the Government’s rights shall control. Contractor/manufacturer is Tele Atlas North America, Inc., 11 Lafayette Street, Lebanon, NH 037661445. Phone: 603.643. 0330. The TeleAtlas Software is ©1984-200_ by Tele Atlas North America, Inc. ALL RIGHTS RESERVED. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the TeleAtlas Software is a trade secret and a proprietary commercial product and not subject to disclosure.
If you are an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then you hereby agree to protect the Tele Atlas Software from public disclosure and to consider the Tele Atlas Software exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the Tele Atlas Software. In the event that such exemption is challenged under any such laws, this Agreement shall be considered breached and any and all right to retain any copies or to use the Tele Atlas Software shall be terminated and considered immediately null and void. Any copies of the Tele Atlas Software held by you shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, this Agreement shall be considered terminated and null and void, in its entirety, and any and all copies of the Tele Atlas Software shall immediately be destroyed. · You acknowledge that the use of the Tele Atlas Software with a non-Tele Atlas map may result in increased variance between the location displayed on the map and ground truth location.
· You shall not provide display or allow access to the actual numerical latitude and longitude coordinates of the Tele Atlas Software.
· You are prohibited from using the Tele Atlas Software (i) to create mailing lists or (ii) for other such similar uses.
· Tele Atlas shall be a third party beneficiary of TeleNav’s rights under this Agreement.
ADDITIONAL END-USER TERMS
Research In Motion Limited and Digital River, Inc., shall each be a third party beneficiary of TeleNav’s rights under this Agreement.
Effective as of April 1, 2009