Please read these terms and conditions carefully before you use the Telenav Software. 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.
You acknowledge that devoting attention to the Telenav Software while driving 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; (c) do not use or 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; and (e) arrange all GPS and wireless devices and cables necessary for use of the Telenav Software (if any) 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.
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.
Subject to your compliance with the terms of this Agreement, Telenav grants to you a non-exclusive, non-transferable, time-limited license to (i) use the Telenav Software on the recommended hardware; and (ii) access and use Telenav services. 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.
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, libraries 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 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, 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.
Telenav may, from time to time, present advertisements and offers to You when using the Telenav Software. These advertisements may be provided by Telenav, a Telenav subsidiary or a third party. Telenav does not endorse any third party advertisements. You are reminded not to view any advertisement or offers while driving and You should only view such advertisements or offers when your vehicle is at a complete stop and in park.
The Telenav Software may include features which permit you to participate in safe driving challenges. Participation in such challenges is strictly voluntary and no purchase is required in order to participate. For safe driving challenges, rewards will be given based on skill – when you meet or exceed the minimum criteria set for each challenge (such as by having no “hard braking events” for five days). Rewards challenges may not be offered in all locations and are void where prohibited by law. Telenav has the sole authority to determine the successful completion of challenges and to provide rewards for such challenges. Telenav also reserves the right to cancel challenges in its sole discretion. Challenges and rewards may be subject to separate terms and conditions
Except where prohibited by applicable law, in no event will Telenav, its licensors and suppliers, agents or employees of any of the foregoing or merchants, 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 does not warrant or condition the accuracy of any data used by or made available through 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 does 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.
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, TELENAV EXPRESSLY DISCLAIMS AND EXCLUDES 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.
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL TELENAV OR ITS LICENSORS AND SUPPLIERS 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 SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE TELENAV SOFTWARE.
Any dispute arising out of this Agreement or the Telenav Software, or any right or obligation hereunder, shall be resolved through final, binding and non-appealable arbitration to be conducted in Santa Clara County, California in accordance with the rules and regulations of the American Arbitration Association then in-effect. Arbitration shall be instead of any civil litigation and the arbitrator’s decision shall be final, binding and, upon entry by a court of competent jurisdiction, and enforceable by any court having jurisdiction thereof. If the parties cannot agree on an arbitrator, the Superior Court of the county of venue shall appoint the arbitrator. The arbitrator shall be empowered and authorized to award any equitable remedy, including specific performance. However, the arbitrator is not empowered and is without jurisdiction to award either party: (a) special, exemplary, indirect, consequential, incidental or punitive damages, or (b) its attorneys’ fees and/or costs and expenses incurred in the arbitration (whether such party is the prevailing party). The parties shall split equally the arbitrator’s fees. Filing a judicial action or recording a notice of pending action, order of attachment, receivership, injunction, or other provisional remedies shall not waive arbitration rights nor is recourse to such judicial relief precluded by the existence or availability of arbitration hereunder. 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 shall be governed by and construed in accordance with the laws of the State of California, excluding its choice of law provisions. In the absence of effective enforcement of arbitration under this Agreement, any dispute under this Agreement shall be brought in the state and federal courts located in Santa Clara County, California, USA, and the Parties hereby consent to the personal jurisdiction and venue of said courts. Nothing in this Agreement limits a party’s right to apply to a competent court for injunctive or other equitable relief: (i) in relation to an infringement of intellectual property rights; or (ii) or to take action in any jurisdiction to enforce a judgement or other decision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
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.
10.1 This Agreement constitutes the entire agreement between Telenav and you with respect to the subject matter hereof.
10.2 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.
10.3 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, making them available through the Telenav Software, or by sending such Notices to your registered wireless device. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the Telenav Software.
10.4 Either party’s failure or delay to exercise any right or remedy or require performance of any provision shall not affect that party’s right to exercise such right or remedy, or 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.
10.5 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.
10.6 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.”
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.