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TOMTOM ONLINE API LICENSE AGREEMENT

By completing the Online Registration Form and clicking the “I AGREE” button, you hereby agree on behalf of your employer or other entity as indicated in The Online Registration Form (herienafter “you”) that any access which TomTom grants you to the Maps APIs shall be subject to and in accordance with this Agreement. Notwithstanding the foregoing, you acknowledge and agree that your submission of the Online Registration Form and acceptance of these terms is deemed to be an offer by you and shall not be binding upon TomTom until your Online Registration Form is accpeted. For these purposes, TomTom’s delivery of an access code to the Maps APIs shall constitute acceptance by TomTom. TomTom may reject any Online Registration Form at its sole and absolute disctretion.

In the event you do not agree to the below terms, you are not entitled to use the Maps APIs.

If you are located in Canada or the United States this Agreement is entered into with TomTom North America Inc. If you are located outside of these areas, then this Agreement is entered into with TomTom Global Content B.V. (hereinafter each TomTom entity referred to as “TomTom”).

You may not use the Maps APIs and may not accept the Agreement, if you are barred from receiving the Maps APIs under the laws of the United States or other countries, including the country in which you are resident or from which you use the Maps APIs.

TERMS APPLICABLE TO THE Maps APIs

1. DEFINITIONS

1.1. The following definitions apply to this Agreement:

"After-Market Product” means any product that is installed in a vehicle by an automotive OEM, dealer or other third party at any time other than during the production of a vehicle.

Asset Management Functionality” means functionality which enables the management of mobile assets and which, without limitation, includes tracking, routing and route optimization in respect of such mobile assets. Without limitation, “Mobile Assets” include vehicles, containers, cargo, people and animals.

"Automotive Usage” means where the Permitted Application is either integrated with a vehicle or is otherwise capable of interacting with any In-Car System or After-Market Product in a manner that enables the Content to be utilized by such In-Car System or After-Market Product. For these purposes, any use of Screen Replication Technology used or employed by a Permitted Application shall explicitly be deemed to constitute interaction with an In-Car System or After-Market Product.

"Business Application” means any (free or paid) application to be licensed to businesses and for their internal business purposes. Such applications may not be made available to the general public and must reside behind a business’ internal firewall. Business Applications may offer Asset Management Functionality.

"Content” means any content or data made available via the Maps APIs.

"Copyleft License” means a license that requires, as a condition of use, modification and/or distribution of software or materials, that such software or materials, or other software or materials incorporated into, derived from, used, or distributed with such software or materials: (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that require the licensor to allow the other materials or interfaces therefor to be reverse engineered, reverse assembled, or disassembled, or (iv) be redistributable at no license fee.

"Evaluation Use” means internal evaluation and testing by you of the Maps APIs including using the Maps APIs in connection with the development and testing of a Permitted Application.

"In-Car System” means any product installed in a vehicle by or on behalf of an automotive OEM as part of the manufacturing process of said vehicle. Without limitation, this shall include an in-dash navigation system or any automated driving or driver assistance system.

"License Fees” means the fees payable as per the terms of your Subscription Plan.

"Intellectual Property Rights” means all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.

"Maps APIs” means the online API services made available by TomTom at https://developer.tomtom.com/tomtom-maps-apis-developers and which you have requested access to in an Online Registration Form.

"Navigation Functionality” means the real-time provision of directions (whether visual or verbal) that guide a user through each turn in a route from one location to another based on the user's current location at the time and which may include the ability to change the route in real time based on changes in the user's location.

"Online Registration Form” means the online registration form available at https://developer.tomtom.com/tomtom-maps-apis-developers which has been completed and submitted by you and which includes, without limitation, your requested Subscription Plan, requested Maps APIs and Permitted Use Case.

"Open Source License” means any license terms which conform with the definition published by the Open Source Initiative from time to time as set out under the following link: http://www.opensource.org/osd.html and which, without limitation, include (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Creative Commons Attribution-ShareAlike licence (“CCL”); (e) the Open Database Licence (ODbL); and (f) the Apache License or anything similar. “

"Permitted Application” means together a Business Application and Public Application.

"Permitted Use Case” means the use case set out under the Subscription Plan entered via an Online Registration Form which has been accepted by TomTom and which may include Evaluation Use or use in a Business Application or Public Application.

"Public Application” means any (free or paid) website or mobile application which may be licensed for use by consumer end users only Asset Management Functionality is not permitted.

"Results” means any information delivered by the Maps APIs in response to a request and which, without limitation may include geocodes and reverse geocodes, map data tiles and route information.

"Screen Replication Technology” means any automotive-specific technology (or an automotive specific variant of a technology) which enables a device (such as for example a mobile phone or tablet) to interact with the interface of an In-Car System or After-Market Product. Without limitation, examples of Screen Replication Technology include Ford Sync and Car-Play.

"Subscription Plan” means the subscription model which you have selected via the Online Registration Form.

"Term” means as defined under Clause 19.

2. GRANT OF LICENSE

In return for you paying the License Fees and subject to your compliance at all times with this Agreement, TomTom grants to you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term to use the Maps APIs in connection with your Permitted Use Case.

3. RESTRICTED USE CASES

You may not use the Maps APIs in connection with any Automotive Usage or Navigation Functionality except as otherwise permitted by TomTom in a separate agreement.

4. PROHIBITED PARTIES

You are not entitled to: i) use the Maps APIs if you are one of the following Parties; or ii) provide a Permitted Application which utilizes the Maps APIs the following parties: Addison Lee, AlloCab, Amazon (excluding consumer products or enterprise services not related to delivery or a Fleet Management Solution, e.g., Kindle, Fire, Amazon Web Services), Cabify, Careem, Chauffeur Prive, Club Chauffeur, Didi-Dache, Djump, Drive, Easy Taxi, Ecocab, Flywheel, GetTaxi, Google, Go Taxi, GrabTaxi, GreenTomatoCars, Hailo Network Limited, Heetch, Kabbee, Kuaidi-Dache, LeCab, Lyft, MiniCabster, Meru Cabs, MyTaxi, Olacabs, OneTaxi, Quadi, Ridelabs LLC (Summon), SideCar, SnapCar, Taxibeat, TaxiForSure, Yaxi Taxi, Yidao, Yongche and #TAXI. Subsection ii) shall not apply to the extent the Maps APIs are integrated into the Permitted Application in a manner that prohibits any modification or customization of the same by a third party.

5. UPDATES AND CHANGES TO THE MAPS APIS AND THIS AGREEMENT

5.1. TomTom may without notice and at its sole discretion discontinue, update, modify, upgrade or supplement any of the Maps APIs (including any features within the Maps APIs) and the Content.

5.2. TomTom does not guarantee that any future versions of the Maps APIs will be compatible with prior versions nor that they will be compatible with any Permitted Application you have developed.

6. SUBSCRIPTION SETTINGS AND CHANGES

6.1. You must comply with the terms of your Subscription Plan which you selected via the Online Registration form and in particular you must limit your use of the Maps APIs to the Permitted Use Case.

6.2. You may change your Subscription Plan at any time via your “My Dashboard” settings, including upgrading or downgrading your Subscription Plan transaction purchase bundle. Such changes to your Subscription Plan will become effective as soon as TomTom has received payment confirmation from your provider.

6.3. Under your account settings your Subscription Plan will be set to automatically renew once your transaction bundle is close to being consumed. Upon such renewal TomTom shall automatically charge your billing account and you explicitly consent to TomTom making such charges. In your account settings, you can either alter when such renewals shall apply or turn off the auto renew function, TomTom shall be entitled to suspend your access to the Maps APIs upon the consumption of your purchased transactions and you agree that TomTom shall have no liability to you in respect of such suspension.

6.4. You are only allowed to subscribe to one Evaluation Use Subscription Plan per account.

6.5. Free daily limits which are included under a Subscription Plan, to the extent they are unused, do not carry forward and shall expire at the end of each day.

7. ACCOUNT AND ACCESS CREDENTIALS AND SECURITY TERMS

7.1. TomTom will issue access credentials to you for each Permitted Use Case. You must ensure that these unique access credentials are used for each individual Permitted Use Case and, where you market more than one Permitted Application, in respect of each Permitted Application.

7.2. Any use of the Maps APIs through access credentials issued to you will be considered your use and you are responsible for such use. You agree to take due care protecting such access credentials against misuse by others and disclosure to others and promptly notify TomTom about any misuse or loss of access credentials.

7.3. You shall comply with the security requirements as set out under http://tomtom.com/en_gb/thirdpartyproductterms/ and as may be updated from time to time by TomTom.

8. DATA PROCESSING AND PRIVACY

8.1. TomTom shall collect, via the Maps APIs, the Personal Data specified under http://tomotm.com/en_gb/thirdpartyproductterms/ and shall process such Personal Data in accordance with the terms set out under the same link. The terms under both such links may be updated from time to time by TomTom and shall apply from the date of such update unless otherwise stated.

8.2. In order to improve TomTom API Store and the Maps APIs, TomTom may collect certain usage related information from your use of the Maps APIs including but not limited to your unique identifier, associated IP addresses, version number of the Maps APIs used, and information on which tools and/or services in the SDKs are being used and how they are being used by you. Before any of this information is collected, the Maps APIs will notify you and seek your consent. In the event that you withhold or do not give your consent, the information will not be collected. The information collected is examined on an aggregated basis to improve the Maps APIs and is maintained in accordance with all applicable data protection laws.

9. YOUR FURTHER OBLIGATIONS

9.1. You agree to use the Maps APIs only for purposes that are permitted by this Agreement and in accordance with all applicable laws.

9.2. Other than as permitted by applicable legislation, you are prohibited from decompiling, reverse engineering, disassembling, or creating derivative works of the Maps APIs or any part thereof. Furthermore, you are not permitted to make any additions, modifications, adaptations, or other alterations to the Maps APIs or the Content or Results that in any manner materially reduce, impair, or otherwise negatively impact upon the accuracy, completeness, integrity, or safety of the Maps APIs or content delivered thereby or undertake any action which would reasonably be expected to damage the reputation or goodwill of TomTom.

9.3. The caching or storing of any Results shall be prohibited other than for the purposes of enhancing the performance of the Maps APIs and provided that such caching or storage does not exceed thirty (30) days. Without prejudice to the foregoing, you may not store or cache Results for the purpose of scaling such Results to serve multiple users.

9.4. You shall not be permitted to display any Results on any third party content or map data. The foregoing shall not apply to any (reverse) geocodes delivered by the Maps APIs. You shall be permitted to display such (reverse) geocodes on third party content or map data with the exception of any products, data or services provided by Open Street Maps or any other open source data provider.

9.5. Any map data which is used by TomTom in connection with delivery of the Maps APIs shall be subject to the restrictions set out under http://tomtom.com/en_gb/thirdpartyproductterms/as may be updated from time to time.

9.6. You shall not use the Maps APIs and the content delivered by the Maps APIs to offer any equivalent or derived API service.

9.7. You shall not attempt to access the Content other than through the Maps APIs. Furthermore, you shall not attempt to access the source code of the Maps APIs

9.8. You shall not, without the express prior written consent of TomTom, use the Maps APIs or part thereof (including any content delivered via the Maps APIs) to create any derivative work, product or service. This prohibition includes, without limitation, compiling a competing database or service to such content by using, extracting or reutilizing the data contained or delivered by the Maps APIs or a substantial part thereof or use the content delivered by the Maps APIs for the creation of any secondary or derived database populated wholly or partially with your data and/or data supplied or created by any third party. You may not copy or use the structure and arrangement of the content delivered by the Maps APIs for the creation of the same.

9.9. You shall not use the content which is delivered by the Maps APIs in combination with any other database of TomTom competitors or other third parties except that you may layer onto such content associate features or attributes of a type not already included within the Maps APIs or of which TomTom otherwise licenses.

9.10. You shall not use the Maps APIs, any content delivered by the Maps APIs or any derivatives thereof for the purpose of enforcement of traffic laws including but not limited to the selection of potential locations for the installation of speed cameras, speed traps or other speed tracking devices.

9.11. You shall not use the Maps APIs, any content delivered by the Maps APIs or any derivatives thereof for or in connection with in-flight or drone navigation or in any high risk systems, devices, products or services that are critical to the health and safety or security of people and property.

9.12. You shall not use the Maps APIs in connection with similar products of TomTom’s competitors to check, compare or benchmark the Maps APIs unless explicitly approved by TomTom in writing.

9.13. You shall not use the Maps APIs in connection with any illegal, fraudulent, dishonest, unethical, offensive, obscene, pornographic, harassing or otherwise inappropriate activity or behaviour.

10. END USER LICENSE AGREEMENT

Before allowing use of the Permitted Application by an entity or person (“End User”), you shall require the End User to accept the terms of a legally binding end user license agreement containing provisions at least as restrictive as the terms as set out at http://tomtom.com/en_gb/thirdpartyproductterms/ (“End User License Agreement”). Such web link shall be updated quarterly by TomTom and it shall be your responsibility to check, review and comply with any updated End User License Agreement terms.

11. SUPPORT AND SERVICE LEVEL AGREEMENT:

TomTom shall use its reasonable endeavors to ensure that the Maps APIs are available in accordance with its standard published Service Level.

12. REGULATION OF QUERIES AND SUSPENSION OF SERVICES

12.1. You acknowledge that in order to maintain the integrity of the Maps APIs, TomTom will apply a QPS limit to your usage of the Maps APIs. This limit can be seen under the “FAQ” section of the TomTom webpage. In the event you require a higher QPS limit, you will need to contact developerrelations@tomtom.com.

12.2. TomTom shall be entitled to suspend your access to the Maps APIs in the event:

12.2.1. TomTom reasonably believes that you are in breach of the terms of this Agreement.

  • 12.2.2. You exceed any usage limits set out under your Subscription Plan.
  • 12.2.3. You create additional accounts for the purpose of obtaining additional non-chargeable transactions.
  • 12.2.4. You breach any security measure or requirements set out by TomTom.
  • 12.2.5. You billing method rejects any payment request made by TomTom in respect of your Subscription Plan.
  • 12.2.6. TomTom reasonably believes that such suspension is necessary on order to protect the general integrity of the services offered via the Maps APIs.
  • 12.2.7. TomTom receives chargebacks from your payment provider.

12.3. TomTom shall not be liable to you where it suspends your access to the Maps APIs in accordance with the above.

13. LICENSE FEES AND PAYMENT TERMS:

13.1. The License Fees payable for your use of the Maps APIs are calculated as per the Subscription Plan you have selected and shall be billed to the card entered via the Online Registration Form as soon as such Subscription Plan is activated. To the extent a Subscription Plan is automatically renewed (as described under Clause 6.3) your account will be charged immediately upon such renewal.

13.2. TomTom may at any time change the fees applicable to a Subscription Plan. Any changes will be published on the TomTom API store. And will apply to any future Subscription Plans which are purchased or renewed by you. For the avoidance of doubt, any amended fees shall not apply to any Subscription Plan which has already been purchased by you.

13.3. The License Fees are exclusive of VAT or other applicable sales tax.

13.4. License Fees are non-refundable unless explicitly stated otherwise in this Agreement.

13.5. Unused transactions shall expire following the period of 12 months from the date of purchase.

14. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT NOTICES

14.1. All Intellectual Property Rights related the Maps APIs, Content and Results are owned by TomTom and/or its licensors and suppliers. However, TomTom agrees that it obtains no Intellectual Property Rights under this Agreement in or to any Permitted Application that you develop.

14.2. Your use of any trade names, logos, trademarks, service marks and other marks of TomTom is subject to TomTom’s prior written approval. Any goodwill arising out of the use thereof shall inure to the benefit of TomTom. In addition, you agree not to remove, obscure, mask or change any logo and/or copyright notice placed on or automatically generated by the Maps APIs.

15. CONFIDENTIAL INFORMATION

You shall use TomTom’s Confidential Information only for the proper performance of its duties under the Agreement and shall not, without TomTom’s written consent, disclose or permit the disclosure of the Confidential Information, except in confidence for the proper performance of its duties under the Agreement to those of its employees, officers and professional advisers who need to have access to it. “Confidential Information” for these purposes means all information disclosed by or on behalf of TomTom (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of this Agreement) including all business, financial, commercial, technical, operational, organizational, legal, management and marketing information which is either marked as being confidential or which would reasonably be deemed to be confidential in the ordinary course of business and any API keys and access codes provided.

16. WARRANTIES

16.1. THE MAPS APIS, CONTENT AND RESULTS ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS BASIS” AND TOMTOM EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, 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. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE MAPS APIS HAVE NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT TOMTOM DOES NOT WARRANT THAT THEY WILL OPERATE UNINTERRUPTED OR ERROR-FREE. TOMTOM DOES NOT WARRANT THE INTEROPERABILITY OF THE MAPS APIS WITH ANY OTHER SYSTEM, SOFTWARE, DEVICE OR PRODUCT.

16.2. YOU WARRANT, REPRESENT AND UNDERTAKE TO TOMTOM THE FOLLOWING:

16.2.1. THAT ALL INFORMATION YOU SUBMITTED VIA THE ONLINE REGISTRATION FORM IS TRUTHFUL, COMPLETE AND ACCURATE AND THAT IT WILL BE UPDATED BY YOU, IF NEED BE.

  • 16.2.2. THAT IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE AGREEMENT. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCEPT THE AGREEMENT OR USE THE MAPS APIS ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY.
  • 16.2.3. THAT YOU WILL NOT COMBINE THE MAPS APIS AND ANY CONTENT DELIVERED BY THE MAPS APIS WITH ANY OPEN SOURCE SOFTWARE OR OTHER DATA IN ANY MANNER WHICH MAY RESULT IN THE MAPS APIS AND CONTENT DELIVERED BY THE MAPS APIS BECOMING SUBJECT TO THE TERMS OF AN OPEN SOURCE LICENSE AND/OR A COPYLEFT LICENSE.

17. LIMITATION OF LIABILITY

17.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TOMTOM NOR ITS LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE TO YOU FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL PUNITIVE OR OTHERWISE ARISING OUT OF OR RELATED TO:

17.1.1. YOUR USE OF, OR INABILITY TO USE OR ACCESS, THE MAPS APIS.

  • 17.1.2. YOUR RELIANCE ON ANY CONTENT OR RESULTS DELIVERED BY THE MAPS APIS (INCLUDING YOUR RELIANCE ON THE COMPLETENESS OR ACCURACY OF THE SAME).
  • 17.1.3. ANY CHANGES OR DISCONTINUATION THAT TOMTOM MAKES TO THE APIS OR CONTENT PURSUANT TO CLAUSE 5.

17.2. THE FOREGOING UNDER CLAUSE 17.1 APPLIES AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES) AND SHALL APPLY EVEN IF TOMTOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.3. TO THE EXTENT TOMTOM IS NOT PERMITTED UNDER APPLICABLE LAW TO EXCLUDE ITS LIABILITY PURSUANT TO CLAUSES 17.1 AND 17.2 ABOVE, TOMTOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT OF USD 100.00.

17.4. THE ABOVE LIMITATIONS AND EXCLUSIONS OF LIABILITY UNDER THIS CLAUSE 17 DO NOT EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. INDEMNITY

18.1. You agree to defend, indemnify and hold TomTom and its respective directors, officers, employees, affiliates, agents and suppliers harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from:

  • 18.1.1. Your Permitted Applications, including any claim that they infringe any copyright, trademark, trade secret, trade dress, patent or other Intellectual Property Rights of any person or defames any person or violates their rights of publicity or privacy.
  • 18.1.2. Any content or materials that you use in connection with the Maps APIs, Content, Results or your Permitted Applications.
  • 18.1.3. Any non-compliance by you with this Agreement.

19. TERM AND TERMINATION

19.1. This Agreement begins on the date when TomTom accepts your Online Registration Form and shall continue until the expiry of your Subscription Plan (the “Initial Subscription Period”).

Provided you have not deselected the option to “auto-renew” your Subscription Plan (as described under Clause 6.3), this Agreement shall continue until the expiry of such renewed Subscription Plan and any subsequent renewal periods thereafter (each a “Subscription Renewal Period” and together with the Initial Subscription Period, the “Term”).

19.2. You may terminate this Agreement at any time by terminating your Subscription Plan via your “My Account” portal. Following such termination, your Agreement will then terminate at the end of your then current subscription period.

19.3. TomTom may terminate this Agreement in the event:

  • 19.3.1. You breach any of the terms and conditions of this Agreement;
  • 19.3.2. You have not signed into your account or made use of the Maps APIs using you access credentials for a continuous period of ninety (90) days.

19.4. Upon termination or expiry of this Agreement, all access rights you have to access and receive the Maps APIs will be terminated and you will no longer be able to access the Maps APIs. No refunds, rebates or any other form of compensation will be payable by TomTom to you in respect of any unused transactions under your Subscription Plan as at the date of termination or expiry.

19.5. The provisions of this Agreement, which by their nature are intended to survive termination, will remain in effect after termination of this Agreement.

20. AMENDMENTS TO THE TERMS OF THIS AGREEMENT

TomTom may at any time modify the terms of this Agreement. Any such modified terms shall posted at https://developer.tomtom.com/terms-and-conditions. You will not be notified individually of any such changes. It is your responsibility to monitor and review any such changes. In the event you do not agree with any such modified terms, you must immediately cease all use of the Maps APIs.

21. GOVERNING LAW AND DISPUTE RESOLUTION

21.1. If you are incorporated in the United States, then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the State of New York. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York in New York, New York in respect of any dispute arising under or in connection with this Agreement, including any non-contractual claims or disputes.

21.2. If you are incorporated in the European Union then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands in respect of any dispute arising under or in connection with this Agreement, including any non-contractual claims or disputes.

21.3. If you are incorporated outside of the United States or European Union, then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the Netherlands. All disputes arising in connection with the Agreement, including any non-contractual claims or disputes, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of three (3) arbitrators. The place or arbitration shall be Amsterdam and the language of the arbitration shall be English. Consolidation of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.

21.4. Notwithstanding this, TomTom shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

22. OTHER LEGAL TERMS

22.1. No failure or delay by TomTom to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

22.2. Should for any reason, or to any extent, any provision of this Agreement be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of this Agreement and the application of that provision shall be enforced to the extent permitted by law.

22.3. The rights granted to you in this Agreement may not be assigned or transferred by you without TomTom’s prior written approval. TomTom shall be entitled to assign or transfer this Agreement (whether in whole or in part) without your prior consent.

22.4. This Agreement and the Online Registration Form constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to such subject matter. This Agreement may only be amended in a written document signed and executed by the Parties.

22.5. The Maps APIs are provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R.227.2702, as applicable or successor provisions. In respect of the Maps API, the Online Search API, the Android and iOS SDKs the manufacturer is Uber Technologies, Inc., San Francisco, CA, 94103.

TERMS APPLICABLE TO THE SPORTS API

By completing the Online Registration Form and clicking the “I AGREE” button, you hereby agree on behalf of your employer or other entity (herienafter "you”) that any access which TomTom grants you to the Sports APIs shall be subject to and in accordance with this Agreement. Notwithstanding the foregoing, you acknowledge and agree that your submission of the registration form and acceptance of these terms is deemed to be an offer by you and shall not be binding upon TomTom until your registration form is accpeted. For these purposes, TomTom’s delivery of an access code to the Sports APIs shall constitute acceptance by TomTom. TomTom may reject any registration at its sole and absolute disctretion.

In the event you do not agree to the below terms, you are not entitled to use the Sports APIs.

If you are located in Canada or the United States this Agreement is entered into with TomTom North America Inc. If you are located outside of these areas, then this Agreement is entered into with TomTom Global Content B.V. (hereinafter each TomTom entity referred to as “TomTom”). You may not use the Sports APIs and may not accept the Agreement, if you are barred from receiving the Sports APIs under the laws of the United States or other countries, including the country in which you are resident or from which you use the Sports APIs.

1. DEFINITIONS

"Application” means any service, application, hardware and/or system integration provided by you to End-Users. “Copyleft License” means a license that requires, as a condition of use, modification and/or distribution of software or materials, that such software or materials, or other software or materials incorporated into, derived from, used, or distributed with such software or materials: (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that require the licensor to allow the other materials or interfaces therefor to be reverse engineered, reverse assembled, or disassembled, or (iv) be redistributable at no license fee.

"Data” means any and all data which is generated through an End User’s use of TomTom Hardware Products and which is stored in the TomTom Sports Cloud.

"End User” means an end-user and natural person who is registered their TomTom Hardware Products with TomTom and who has given consent to their Data to be stored in the TomTom Sports Cloud.

"Intellectual Property Rights” means all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.

"Scope” means the scope as defined in https://tools.ietf.org/html/rfc6749.

"Sports API” means the online API service made available by TomTom at and which you have requested access to.

"Open-Source License” means any license terms which conform with the definition published by the Open Source Initiative from time to time as set out under the following link: http://www.opensource.org/osd.html and which, without limitation, include (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Creative Commons Attribution-ShareAlike licence (“CCL”); (e) the Open Database Licence (ODbL); and (f) the Apache License or anything similar.

"Term” means as defined under Clause 11.

"TomTom Hardware Product” means any TomTom hardware product. “TomTom Sports Cloud” means the database, storage and software which together form an enabling service for all Sports applications.

2. GRANT OF LICENSE

2.1. Subject to the terms and conditions of this Agreement, TomTom hereby grants to you a royalty-free, revocable, non-exclusive, non-transferable, non-assignable (without right to sublicense) licenses during the Term to use the Sports API to access and use the Data contained within the TomTom Sports Cloud in connection with your Application.

2.2. Your Application must use an "Application Identifier" and "Application Secret" (defined as Client Identifier and Client Secret under https://tools.ietf.org/html/rfc6749 assigned by TomTom. You must not disclose the Application Secret to any third party and transmission to the Sports API must be via a secure stream (such as HTTPS). Your Application Identifier and or Application Secret must not be assigned to any other developer.

2.3. To make use of the Sports API, you must use a Developer Key ("Key") assigned by TomTom or its assigned representative, Apigee Corp. ("Apigee") or its successor. The Key must only be used by you, and you must not make use of any Key not assigned to you. Your Key must not be assigned to any other developer. Furthermore, TomTom will issue to you an opaque, time-limited "token" with a Scope or Scopes by the End-User who has authenticated against the TomTom Sports Cloud (a “Token”). For the avoidance of doubt this is the OAuth2.0 flow as per https://tools.ietf.org/html/rfc6749 (the TomTom “Authorization Process”). In the scope of https://tools.ietf.org/html/rfc6749, TomTom will honor any request made to the TomTom Sports Cloud from a Token and will not validate the right of any “bearer” of a Token to hold such Token. Consequently, you warrant your right to legally hold such Token. You must keep this Token and all of its constituent parts secret. You must not distribute this Token in any form to any third party. You must not make use of this Token for any purpose except that solicited from the User during an Authorization Process and shall not attempt to circumvent the limits placed on such Token. Time limited Tokens may be exchanged for a further time-limited Tokens on demand by your client subject to a time-limited refresh token cycle. TomTom reserves the right to alter any or all of the lifetimes of these Tokens with or without notice.

2.4. This Agreement contains the full and complete grant of rights by TomTom to you. All rights not expressly granted in this Agreement are reserved.

3. APPLICATION LIABILITY AND SUPPORT

3.1. You shall be solely responsible for any Application (including any loss or damage which TomTom or End-Users may suffer).

3.2. You shall be responsible for all support and maintenance of the Applications and any complaints about the Applications.

4. ACCEPTABLE USE AND CONTENT POLICY

4.1. You acknowledge that any Application shall not:

  • 4.1.1. Contain or promote pornography. This includes sexually explicit or erotic content, icons, titles, or descriptions:
  • 4.1.2. Contain depictions of gratuitous violence. This includes materials that threaten, harass or bully other users;
  • 4.1.3. Contain content advocating against groups of people based on their race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity;
  • 4.1.4. Mimic functionality or warnings from the operating system or other apps and You shall not represent that the Application is authorized by or produced by another company or organization if that is not the case. Applications must not contain false or misleading information in any content, title, icon, description, or screenshots;
  • 4.1.5. Contain content or services that facilitate online gambling, including but not limited to, online casinos, sports betting and lotteries, or games of skill that offer prizes of cash or other value;
  • 4.1.6. Contain content that harms, interferes with the operation of, or accesses in an unauthorized manner, networks, servers, or other infrastructure;
  • 4.1.7. Transmit or link to viruses, worms, defects, Trojan horses, malware, or any other items that may introduce security vulnerabilities to or harm user devices, apps, or personal data;
  • 4.1.8. Collect or store information (such as the user's location or behavior) without the user's knowledge;
  • 4.1.9. Contain or include malicious scripts and password phishing scams;
  • 4.1.10. Make changes to the user’s device outside of the app without the user’s knowledge and consent;
  • 4.1.11. Create unpredictable network usage that has an adverse impact on a user's service charges or a network.

5. DATA PROTECTION

5.1. The Parties will observe all provisions of the relevant privacy and data protection laws and regulations, particularly where the violation of such provisions affects the interests of the other Party or the End User. Each Party shall indemnify the other Party against claims resulting from or in connection with the indemnifying Party’s non-observance or insufficient observance of the aforementioned provisions.

5.2. The privacy of any and all End Users is of paramount importance to TomTom and its End Users. You and your Application will not be permitted to retrieve any of that End User's Data via the Sports API unless you have received an explicit authorization from that End User for the Scope indicated by the End User. This authorization may only be solicited using the authorization components of the Sports API.

5.3. It is your responsibility to ensure that your Application requests the smallest set of Scopes necessary to provide its functionality to the End-User, and that all reasons for requesting these Scopes are made clear to the End-User prior to engaging in the authorization flow with TomTom.

5.4. At the point you request data belonging to an End-User you become responsible and liable on an on-going basis for the decisions regarding purpose and means of subsequent processing, including confidentiality, integrity and availability of that data in transit to your Application and at any point of onward transmission, storage or processing. You must be compliant with all legislation in force across all relevant territories. TomTom shall not be liable for any loss or damages incurred by you or Third Parties as a result of failure to comply with this legislation and you agree to indemnify TomTom against the same.

5.5. For your Application to request Data belonging to an End User, where that Data is only visible and accessible to that End-User on TomTom Hardware Products or a TomTom service, your Application must request authorization from such End User to use and display that Data on your Application. For the avoidance of doubt this means that you must not publicly display or broadcast an End User's Data which is in conflict with TomTom's own privacy policies to be found on https://www.tomtom.com/en_gb/privacy/

6. INTELLECTUAL PROPERTY RIGHTS

6.1. All intellectual property rights related the Sports APIs, the Data and the TomTom Sports Cloud are owned by TomTom and/or its licensors and suppliers. However, TomTom agrees that it obtains no intellectual property rights under this Agreement in or to any Application that you develop.

6.2. Your use of any trade names, logos, trademarks, service marks and other marks of TomTom is subject to TomTom’s prior written approval. Any goodwill arising out of the use thereof shall inure to the benefit of TomTom. In addition, you agree not to remove, obscure, mask or change any logo and/or copyright notice placed on or automatically generated by the Maps APIs.

7. CONFIDENTIALITY

You shall use TomTom’s Confidential Information only for the proper performance of its duties under the Agreement and shall not, without TomTom’s written consent, disclose or permit the disclosure of the Confidential Information, except in confidence for the proper performance of its duties under the Agreement to those of its employees, officers and professional advisers who need to have access to it. “Confidential Information” for these purposes means all information disclosed by or on behalf of TomTom (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of this Agreement) including all business, financial, commercial, technical, operational, organizational, legal, management and marketing information which is either marked as being confidential or which would reasonably be deemed to be confidential in the ordinary course of business and any API keys and access codes provided.

8. WARRANTIES

8.1. THE SPORTS API, DATA AND TOMTOM SPORTS CLOUD ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS BASIS” AND TOMTOM EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, 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. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE SPORTS API, DATA AND TOMTOM SPORTS CLOUD HAVE NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT TOMTOM DOES NOT WARRANT THAT THEY WILL OPERATE UNINTERRUPTED OR ERROR-FREE. TOMTOM DOES NOT WARRANT THE INTEROPERABILITY OF THE SPORTS API, DATA OR TOMTOM SPORTS CLOUD WITH ANY OTHER SYSTEM, SOFTWARE, DEVICE OR PRODUCT.

8.2. YOU WARRANT, REPRESENT AND UNDERTAKE TO TOMTOM THE FOLLOWING THAT YOU WILL NOT COMBINE THE SPORTS API, DATA AND TOMTOM SPORTS CLOUD WITH ANY OPEN SOURCE SOFTWARE OR OTHER DATA IN ANY MANNER WHICH MAY RESULT IN THE SPORTS API, DATA AND TOMTOM SPORTS CLOUD BECOMING SUBJECT TO THE TERMS OF AN OPEN SOURCE LICENSE AND/OR A COPYLEFT LICENSE.

9. LIMITATION OF LIABILITY

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TOMTOM NOR ITS LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE TO YOU FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL PUNITIVE OR OTHERWISE ARISING OUT OF OR RELATED TO:

  • 9.1.1. YOUR USE OF, OR INABILITY TO USE OR ACCESS, THE SPORTS API, THE DATA OR THE TOMTOM SPORTS CLOUD.
  • 9.1.2. YOUR RELIANCE ON ANY DATA (INCLUDING YOUR RELIANCE ON THE COMPLETENESS OR ACCURACY OF THE SAME).
  • 9.1.3. ANY CHANGES OR DISCONTINUATION THAT TOMTOM MAKES TO THE SPORTS API.

9.2. THE FOREGOING UNDER CLAUSE 9.1 APPLIES AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES) AND SHALL APPLY EVEN IF TOMTOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3. TO THE EXTENT TOMTOM IS NOT PERMITTED UNDER APPLICABLE LAW TO EXCLUDE ITS LIABILITY PURSUANT TO CLAUSES 9.1 AND 9.2 ABOVE, TOMTOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT OF USD 100.00.

9.4. TOMTOM DOES NOT ACCEPT LIABILITY FOR ANY FINANCIAL OR REPUTATIONAL SUFFERED BY YOU AS A RESULT OF YOUR USE OF THE DATA.

9.5. THE ABOVE LIMITATIONS AND EXCLUSIONS OF LIABILITY UNDER THIS CLAUSE 9 DO NOT EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. INDEMNITY

10.1. You agree to defend, indemnify and hold TomTom and its respective directors, officers, employees, affiliates, agents and suppliers harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from:

  • 10.1.1. Your Applications, including any claim that they infringe any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy.
  • 10.1.2. Any content or materials that you use in connection with your Application.
  • 10.1.3. Any non-compliance by you with this Agreement.

11. TERM AND TERMINATION

11.1. This Agreement will commence on the Commencement Date and shall continue for a period of one (1) year unless terminated earlier as provided in this Agreement. Thereafter, this Agreement shall automatically renew for additional one (1) year periods until either Party provides ninety (90) days written notice to the other Party of their wish terminate the Agreement.

11.2. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THIS AGREEMENT MAY BE TERMINATED BY TOMTOM WITH IMMEDIATE EFFECT WITHOUT REASON AND NOTICE BEING REQUIRED.

11.3. Upon expiration or termination of this Agreement, all rights granted to, and obligations undertaken by the Parties shall terminate immediately and you shall cease any and all use of the Sports API, the TomTom Sports Cloud and any Data, and all rights granted herein shall forthwith revert back to TomTom, except as provided herein.

11.4. All rights and obligations pursuant to this Agreement which by their wording or nature shall continue after expiration or termination of this Agreement, shall survive. This includes, without limitation, the provisions regarding Intellectual Property Rights, Confidentiality, Limitations of Liability and Warranties. Any fees and other payment obligations incurred by a Party prior to expiration or termination of this Agreement shall survive and shall be paid by the responsible Party immediately after such expiration or termination.

12. AMENDMENTS TO THE TERMS OF THIS AGREEMENT

TomTom may at any time modify the terms of this Agreement. Any such modified terms shall posted at https://developer.tomtom.com/terms-and-conditions. You will not be notified individually of any such changes. It is your responsibility to monitor and review any such changes. In the event you do not agree with any such modified terms, you must immediately cease all use of the Sports API.

13. GOVERNING LAW

13.1. If you are incorporated in the United States, then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the State of New York. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York in New York, New York in respect of any dispute arising under or in connection with this Agreement, including any non-contractual claims or disputes.

13.2. If you are incorporated in the European Union then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands in respect of any dispute arising under or in connection with this Agreement, including any non-contractual claims or disputes.

13.3. If you are incorporated outside of the United States or European Union, then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the Netherlands. All disputes arising in connection with the Agreement, including any non-contractual claims or disputes, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of three (3) arbitrators. The place or arbitration shall be Amsterdam and the language of the arbitration shall be English. Consolidation of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.

13.4. Notwithstanding this, TomTom shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14. OTHER LEGAL TERMS

14.1. No failure or delay by TomTom to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.2. Should for any reason, or to any extent, any provision of this Agreement be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of this Agreement and the application of that provision shall be enforced to the extent permitted by law.

14.3. The rights granted to you in this Agreement may not be assigned or transferred by you without TomTom’s prior written approval. TomTom shall be entitled to assign or transfer this Agreement (whether in whole or in part) without your prior consent.

14.4. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to such subject matter. This Agreement may only be amended in a written document signed and executed by the Parties.

14.5. The Sports APIs are provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R.227.2702, as applicable or successor provisions.