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Telenav Software (Navigation and Connected Navigation) End User License Agreement

Please read these terms and conditions carefully before you use the Telenav Software. Clicking “accept” or your use of the Telenav Software 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 Software. 

These terms and conditions represent the agreement (“Agreement”) between you and Telenav Shanghai Inc. (“Telenav”) with respect to the Telenav Software (including upgrades, modifications, or additions thereto) (collectively “Telenav Software”). 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.  You agree to inform all drivers and passengers about the presence of the Telenav Software in the vehicle and the collection and use of location and navigation-related data as set out in the Telenav Privacy Policy. Additionally, your account information, as well as other personal information provided by you to Telenav (directly or through the use of the Telenav Software), is subject to Telenav’s Privacy Policy.  Except where prohibited by applicable law, Telenav may revise this Agreement at any time, with notice to you. You agree to visit   https://www.telenav.com/legal/  from time to time to review the then current version of this Agreement. Where this Agreement is provided bilingual in English and a local language, and in case there is a conflict between the English version and the local language version, the English version shall prevail. 

1. Safe and Lawful Use

You acknowledge that devoting attention to the Telenav Software may pose a risk of injury or death to you and others in situations that otherwise require your undivided attention, and you therefore agree to comply with the following when using the Telenav Software: (a) observe all traffic laws and otherwise drive safely; (b) use your own personal judgment while driving. If you feel that a route suggested by the Telenav Software instructs you to perform an unsafe or illegal maneuver, places you in an unsafe situation, or directs you into an area that you consider to be unsafe, do not follow such instructions; (c) do not input destinations, or otherwise manipulate the Telenav Software, unless your vehicle is stationary and parked; (d) do not use the Telenav Software for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Agreement; (e) arrange all GPS and wireless devices and cables necessary for use of the Telenav Software in a secure manner in your vehicle so that they will not interfere with your driving and will not prevent the operation of any safety device (such as an airbag).

You agree to indemnify and hold Telenav harmless against all claims resulting from any dangerous or otherwise inappropriate use of the Telenav Software in any moving vehicle, including as a result of your failure to comply with the directions above.

2. Activation & Your Location and Search Information 

You agree: (a) when registering the Telenav Software, to provide Telenav with true, accurate, current, and complete information about yourself, your account and your vehicle, and (b) to keep such information true, accurate, current and complete. 

In order to enable your use of the Telenav Software, Telenav may receive location and search information related to your use of the Telenav Software. In using the Telenav Software, you allow Telenav to obtain, use and share this location and search information. Such information is subject to the Privacy Policy. 

3. Software License 

Subject to your compliance with the terms of this Agreement, Telenav hereby grants to you a personal, non-exclusive, non-transferable license (except as expressly permitted below in connection with your permanent transfer of the Telenav Software license), without the right to sublicense, to access and use the Telenav Software (in object code form only) as installed in the vehicle.  This license shall terminate upon any termination or expiration of this Agreement.  You agree that you will use the Telenav Software only for your personal business or leisure purposes, and not to provide commercial navigation services to other parties. Unless otherwise set forth in a separate agreement accompanying such third-party materials this Agreement governs for your use of third-Party Materials delivered with or accessed by Telenav Software.

3.1 License Limitations

You agree not to do any of the following: (a) reverse engineer, decompile, disassemble, translate, modify, alter or otherwise change the Telenav Software or any part thereof; (b) attempt to derive the source code, audio library or structure of the Telenav Software without the prior express written consent of Telenav; (c) remove from the Telenav Software, or alter, any of Telenav’s or its suppliers’ trademarks, trade names, logos, patent or copyright notices, or other notices or markings; (d) distribute, sublicense or otherwise transfer the Telenav Software to others, except as part of your permanent transfer of the Telenav Software; or (e) use or access the Telenav Software in any manner that: (i) infringes the intellectual property or proprietary rights, rights of publicity or privacy or other rights of any party, (ii) violates any law, statute, ordinance or regulation, including but not limited to laws and regulations related to spamming, privacy, consumer and child protection, obscenity or defamation, and all applicable export and re-export control laws and regulations, or (iii) is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; and (f) lease, rent out, or otherwise permit unauthorized access by third parties to the Telenav Software without advanced written permission of Telenav.

4. Disclaimers

Except where prohibited by applicable law, in no event will Telenav, its licensors and suppliers, BYD, 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 Software.  Unless otherwise provided under applicable laws, Telenav and BYD also do not warrant or condition the accuracy of the map or other data used for the Telenav Software. Such data may not always reflect reality due to, among other things, road closures, construction, weather, new roads and other changing conditions. Telenav and BYD also do not warrant that your use of the Telenav Software will be uninterrupted or error-free. Rather, temporary interruptions of the Telenav Software may occur from time to time (such as when you drive into an area that has no network coverage or when the Telenav Software 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. You are responsible for the entire risk arising out of your use of the Telenav Software.  For example, but without limitation, you agree not to rely on the Telenav Software for critical navigation in areas where the well-being or survival of you or others is dependent on the accuracy of navigation, as the maps or functionality of the Telenav Software are not intended to support such high-risk applications, especially in more remote geographical areas.

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, TELENAV AND BYD EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES OR CONDITIONS IN CONNECTION WITH THE TELENAV SOFTWARE, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OR CONDITIONS WHICH MAY ARISE FROM COURSE OF DEALING, CUSTOM OR TRADE AND INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO THE TELENAV SOFTWARE. CERTAIN JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

5. Limitation of Liability

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL TELENAV OR ITS LICENSORS AND SUPPLIERS OR BYD BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING IN EACH CASE, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE EQUIPMENT OR ACCESS DATA, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE TELENAV SOFTWARE, EVEN IF TELENAV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), THE ENTIRE LIABILITY OF TELENAV AND OF ALL OF TELENAV’S SUPPLIERS AND OF BYD SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE TELENAV SOFTWARE.  SOME PROVINCES, STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

6. Arbitration and Governing Law

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Telenav Software shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of the arbitration will be Berlin, Germany, and it will be conducted in the English language.  Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.  You expressly agree to waive your right to a jury trial. 

This Agreement and performance hereunder will be governed by and construed in accordance with the laws of Germany, without giving effect to its conflict of laws provisions. To the extent judicial action is necessary in connection with the binding arbitration, both Telenav and you agree to submit to the exclusive jurisdiction of the courts of Berlin, Germany.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply. 

7. Assignment

You may not resell, assign, or transfer this Agreement or any of your rights or obligations, except in totality, in connection with your permanent transfer of the Telenav Software, and expressly conditioned upon the new user of the Telenav Software agreeing to be bound by the terms and conditions of this Agreement.  Any such sale, assignment or transfer that is not expressly permitted under this paragraph will result in immediate termination of this Agreement, without liability to Telenav, in which case you and all other parties shall immediately cease all use of the Telenav Software.  Notwithstanding the foregoing, Telenav may assign this Agreement to any other party at any time without notice, provided the assignee remains bound by this Agreement.

8. Miscellaneous

8.1 This Agreement constitutes the entire agreement between Telenav and you with respect to the subject matter hereof.

8.2 Except for the limited licenses expressly granted in this Agreement, Telenav retains all right, title and interest in and to the Telenav Software, including without limitation all related intellectual property rights.  No licenses or other rights which are not expressly granted in this Agreement are intended to, or shall be, granted or conferred by implication, statute, inducement, estoppel or otherwise, and Telenav and its suppliers and licensors hereby reserve all of their respective rights other than the licenses explicitly granted in this Agreement.

8.3 By using the Telenav Software, you consent to receive from Telenav all communications, including notices, agreements, legally required disclosures or other information in connection with the Telenav Software (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 Software. 

8.4 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.

8.5 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.

8.6 The headings in this Agreement are for convenient reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement.  As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”

9. Other Vendors Terms and Conditions

The Telenav Software utilizes map and other data licensed to Telenav by third party vendors for the benefit of you and other end users.  This Agreement includes end-user terms applicable to these companies (included at the end of this Agreement), and thus your use of the Telenav Software is also subject to such terms.  You agree to comply with the following additional terms and conditions, which are applicable to Telenav’s third party vendor licensors. Such terms and conditions can be found here: https://www.telenav.com/legal

9.1 End User Terms Required by HERE Europe B.V.

The data (“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 (“Telenav”) and its licensors (including their licensors and suppliers) on the other hand. If you do not agree to the HERE terms and conditions below, you should discontinue your use of the Data and the Telenav Software.

Such terms may be updated from time to time and the most current version of such terms can be accessed at: https://legal.here.com/terms/general-content-supplier/terms-and-notices/

Terms and Conditions

Permitted Use.  You agree to use this Data together with the Telenav Software solely for the internal business and personal 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 agree not to otherwise archive, reproduce, copy, modify, decompile, disassemble, create any derivative works of, 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.

Restrictions.  Except where you have been specifically licensed to do so by Telenav, and without limiting the preceding paragraph, you may not use this Data (a) 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; (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; or (c) with geographic data from competitors of HERE (unless otherwise expressly permitted in writing by HERE).

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:  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 shall not export from anywhere any part of the Data or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations, including but not limited to the laws, rules and regulations administered by the Office of Foreign Assets Control of the U.S. Department of Commerce and the Bureau of Industry and Security of the U.S. Department of Commerce. To the extent that any such export laws, rules or regulations prohibit HERE from complying with any of its obligations hereunder to deliver or distribute Data, such failure shall be excused and shall not constitute a breach of this Agreement.

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 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 Netherlands for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

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 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:  HERE

CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: c/o Nokia, 425 West Randolph Street, Chicago, Illinois 60606

This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Data was provided.

© 1987 – 2022 HERE – 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 HERE prior to seeking additional or alternative rights in the Data.

9.2 Other Third Party Components 

For a listing of third-party components, please visit https://www.telenav.com/legal