End User License Agreement

Your vehicle may contain a navigation solution ("Navigation Solution") as part of its audio/connectivity system. The software embedded in the Navigation Solution (the "Software") is owned by the navigation solution provider or its subsidiaries (collectively, "Navigation Provider"). The map data that may be embedded in your Navigation Solution or downloaded separately (the "Map Data") is either owned by the Navigation Provider, or by HERE North America LLC and/or its affiliates ("HERE") or another third party and licensed to the Navigation Provider. The Navigation Provider also owns, or licenses from third party providers, information, traffic data, text, images, graphics, photographs, audio, video, images and other applications and data that may be embedded in the Navigation Solution, or downloaded separately ("Other Content"). The Map Data and Other Content are collectively the "Content". The Software and Content (collectively, the "Navigation Provider Products") are protected under copyright laws and international copyright treaties. The Navigation Provider Products are licensed, not sold. The structure, organization and code of the Software are valuable trade secrets of the Navigation Provider and/or its third-party providers. The Navigation Provider Products are each provided under this License Agreement and are subject to the following terms and conditions which are agreed to by End User ("you" or "your"), on the one hand, and the Navigation Provider and its licensors and affiliated companies of the Navigation Provider and its licensors, on the other hand. The Navigation Provider's licensors, including the licensors, service providers, channel partners, suppliers and affiliated companies of the Navigation Provider and its licensors, are each a direct and intended third party beneficiary of this Agreement and may enforce their rights directly against you in the event of your breach of this Agreement.

IMPORTANT: CAREFULLY READ THIS ENTIRE LICENSE AGREEMENT BEFORE PURCHASING OR USING YOUR NAVIGATION SOLUTION OR CONTENT. PURCHASING, INSTALLING, COPYING, OR OTHERWISE USING YOUR NAVIGATION SOLUTION OR CONTENT CONSTITUTES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS TERMS AND CONDITIONS.

License Terms and Conditions

The Navigation Provider grants you a limited, non-exclusive license to use the applicable Navigation Provider Product in accordance with the terms of this Agreement. You agree to use the applicable Navigation Provider Product for solely personal use, or if applicable, for use in your business' internal operations, and not for service bureau, time-sharing, resale or other similar purposes. You agree not to otherwise reproduce, archive, copy, modify, decompile, disassemble, reverse engineer or create derivative works of any portion of the Navigation Solution, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. The Navigation Provider also reserves the right to discontinue offering any Content supplied by any third party supplier if such supplier ceases to supply such content or the Navigation Provider's contract with such supplier terminates for any reason.

Restrictions. Except where you have been specifically licensed to do so by Navigation Provider, and without limiting the preceding paragraphs, you may not use the Navigation Provider Products with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, and which are capable of dispatch, fleet management or similar applications where the Content is used by a central control center in dispatching a fleet of vehicles. In addition, you are prohibited from renting or leasing the Navigation Provider Products to any other person or third party.

You agree to be fully responsible for your own conduct and content while using the Software and for any consequences thereof. You agree to use the Software only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. By way of example, and not as a limitation, you agree that when using the Software, You will not:

upload, post, email or transmit or otherwise make available content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights or have the permission of the owner to post such Content;
use the Software or other content for any illegal or unauthorized purpose; or
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

You agree to comply with any laws, rules or regulations in your locale or in the location of your web server regarding online conduct and acceptable content, including laws regulating the export of data to your country of residence.

No Warranty. The Navigation Provider Products are provided to you "as is," and you agree to use them at your own risk. The Navigation Provider and its licensors including the licensors, service providers, channel partners and suppliers, and affiliated companies of Navigation Provider and its licensors, 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, merchantability, fitness for a particular purpose, usefulness, use or results to be obtained from the Navigation Provider Products, or that the Content or server will be uninterrupted or error-free. The Navigation Provider Products are intended to be used only as supplementary travel aids and must not be used for any purpose requiring precise measurement of direction, distance, location or topography. THE NAVIGATION PROVIDER MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE MAP DATA OR OTHER CONTENT.

Disclaimer of Warranty. THE NAVIGATION PROVIDER AND ITS LICENSORS, INCLUDING THE LICENSORS, SERVICE PROVIDERS, CHANNEL PARTNERS, SUPPLIERS AND AFFILIATED COMPANIES OF THE NAVIGATION PROVIDER AND ITS LICENSORS, DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THE NAVIGATION PROVIDER PRODUCTS. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY THE NAVIGATION PROVIDER OR ITS SUPPLIERS AND LICENSORS SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THIS AGREEMENT. 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. THE NAVIGATION PROVIDER AND ITS LICENSORS, INCLUDING THE LICENSORS, SERVICE PROVIDERS, CHANNEL PARTNERS, SUPPLIERS AND AFFILIATED COMPANIES OF THE NAVIGATION PROVIDER AND ITS LICENSORS, 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 NAVIGATION PROVIDER PRODUCTS; 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 THE NAVIGATION PROVIDER PRODUCTS, ANY DEFECT IN THE CONTENT OR INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY AND WHETHER RESULTING FROM THE USE, MISUSE, OR INABILITY TO USE THE NAVIGATION PROVIDER PRODUCTS OR FROM DEFECTS OR ERRORS IN THE APPLICATION, EVEN IF THE NAVIGATION PROVIDER OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NAVIGATION PROVIDER'S AND ITS LICENSORS' TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS LICENSE AGREEMENT OR OTHERWISE WITH RESPECT TO THE APPLICATION OR THE CONTENT SHALL NOT EXCEED $1.00. 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.

ANY CONTENT OR MATERIAL DOWNLOADED OR UPLOADED OR OTHERWISE OBTAINED THROUGH THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR ELECTRONIC COMMUNICATION DEVICE OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH CONTENT OR MATERIAL OR THE USE OF THE SOFTWARE.

Disclaimer of Endorsement; Change of Content Providers. Reference to any products, services, processes, hypertext links to third parties or other Content by trade name, trademark, manufacturer, supplier or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by the Navigation Provider or its licensors. Product and service information are the sole responsibility of each individual vendor. The HERE name and logo, the HERE and HERE ON BOARD trademarks and logos, and other trademarks and trade names owned by HERE North America LLC may not be used in any commercial manner without the prior written consent of HERE. Content providers may be changed by the Navigation Provider during the term of this Agreement, and your experience with the Content provided by a new provider may not duplicate your experience with the previous Content supplier.

Export Control. You agree not to export from anywhere any part of the Content or any direct product thereof except in compliance with and with all licenses and approvals required under, applicable export laws, rules and regulations.

Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Indemnity. You agree to indemnify, defend and hold the Navigation Provider and its licensors, including the respective licensors, service providers, channel partners, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of the Navigation Provider and its licensors, 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 any use or possession by you of the Navigation Provider Products.

Map Data. Use of the Map Data is subject to certain restrictions and/or requirements imposed by third party suppliers and/or governmental or regulatory authorities, and in the case of HERE Data, as further set forth at https://legal.here.com/en-gb/terms/general-content-supplier-terms-and-notices.

Term. This Agreement is effective until such time as (i) if applicable, your subscription term is either terminated (by you or by the Navigation Provider) or expires, or (ii) Navigation Provider terminates this Agreement for any reason, including, but not limited to, if the Navigation Provider finds that you have violated any of the terms of this Agreement. In addition, this Agreement shall terminate immediately upon the termination of an agreement between the Navigation Provider and any third party from whom the Navigation Provider (a) obtains services or distribution necessary to support the Navigation Provider Products, or (b) licenses Content. You agree, upon termination, to destroy all copies of the Content. The Disclaimers of Warranty and Liability set out above shall continue in force even after any termination.

Entire Agreement. These terms and conditions constitute the entire agreement between the Navigation Provider and its licensors, including the licensors, service providers, channel partners, suppliers and affiliated companies of the Navigation Provider and its licensors, 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.

(a) For European Union HERE Data

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 HERE Data provided to you hereunder.

(b) For North American HERE Data and other non-European Union HERE Data

The above terms and conditions shall be governed by the laws of Illinois, 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 Illinois for any and all disputes, claims and actions arising from or in connection with the HERE Data provided to you hereunder.

The above terms and conditions shall be governed by the laws of Japan, 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 Japan for any and all disputes, claims and actions arising from or in connection with the Application or Content. Any translation of this Agreement from English is provided as a convenience only. If this Agreement is translated into a language other than English and there is a conflict of terms between the English version and the other language version, the English version will control.

Map Data Government End Users. If End User is an agency, department, or other entity of the United States Government, or funded in whole or in part by the U.S. Government, then use, duplication, reproduction, release, modification, disclosure or transfer of the Map Data is subject to restrictions as set forth in DFARS 252.227-7014(a)(1) (JUN 1995) (DOD commercial computer software definition), DFARS 27.7202-1 (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 License Agreement, the construction that provides greater limitations on the Government's rights shall control. The contractor/manufacturer is HERE North America LLC, 425 West Randolph Street, Chicago, Illinois 60606 USA.

HERE is a trademark in the U.S. and other countries. All other company names and trademarks mentioned or referenced in this documentation are the properties of their respective owners. All rights reserved.

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