TERMS APPLICABLE TO THE MAPS APIs
1.1. The following definitions apply to this Agreement:
“Affiliates” means in relation to either party, any other entity controlling, controlled by or under common control with said party. The terms “control”, “controlling” and “controlled”, as used in this definition, shall mean the legal or beneficial ownership, directly or indirectly, of more than fifty percent (50%) of the issued share capital or more than fifty percent (50%) of the voting rights, or the power, directly or indirectly, to appoint a majority of the members of the board of directors or similar governing body of such entity.
“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.
“Agreement” means this License Agreement.
“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.
“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 Licensed Products.
“Extended Services” means those Maps API services listed on the Portal as being “extended services”, such as the “Extended Search API” or “Extended Routing API”.
“Geofencing API Data” means any configuration, boundary or object data (such as object IDs and labels but not being Object Location Data) created by you with respect to your use of the Maps APIs which is stored by TomTom on TomTom’s systems and servers.
“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, if applicable, 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.
“Licensed Products” means Map Data, Maps APIs and any other products as licensed to you by TomTom from time to time.
“Map Data” means map data as made accessible to you by TomTom through its Portal.
“Maps APIs” means the online API services made available by TomTom via the Portal which explicitly include the Extended Services and which you have requested access to in an Online Registration Form.
“Mobile SDK” means any mobile software development kit published by TomTom on the Portal.
“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.
“Object Location Data” means data relating to the geographical location of any object which is tracked or used in connection with the Maps APIs.
“Online Registration Form” means the online registration form available via the Portal which has been completed and submitted by you.
“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.
“ODbL” means the Open data Commons Open Database License v 1.0, a copy of which is available here: https://opendatacommons.org/licenses/odbl/1.0/index.html.
“ODbL Data” means data licensed under the terms of the ODbL (and which specifically includes data sourced from the OpenStreetMap Foundation along with derivative databases which have been derived from such data).
“Own Content” means all content that you contribute to the Maps APIs via TomTom Map Maker which is currently accessible via https://mapmaker.tomtom.com, excluding any content that you receive from TomTom.
“Permitted Application” means any desktop, mobile or web application licensed to end users and which includes Asset Management Functionality.
“Permitted Use Case” means, other than where you have entered into a Subscription Plan that has been accepted by TomTom, Evaluation Use only. Where you have entered into a Subscription Plan, you may use the Maps APIs in connection with a Permitted Application.
“Portal” means TomTom’s online web portal via which the Licensed Products are accessible.
“Prepaid Package” means the package which you have selected via the Portal for which you have paid the License Fees prior to using the Maps APIs.
“Probe Data” means any positional or location information data, signal or ping collected on or transmitted or downloaded from a global positioning satellite system, device, software program, mobile phone, application or other system or technology, capable of producing or using automatic location detection data regardless of accuracy.
“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.
“SDK” means together a Mobile SDK and Web SDK.
“Subscription Plan” means the subscription model which you have selected via the Portal in respect of the Maps APIs.
“Term” means as defined under Clause 25.
“Web SDK” means a web software development kit published by TomTom on the Portal excluding the Mobile SDKs.