TERMS APPLICABLE TO THE MAPS APIs

1. DEFINITIONS

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 through the 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 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 on the Portal excluding the Mobile SDKs.

2. GRANT OF LICENSE

In return for you paying the License Fees, where applicable, 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 Licensed Products in connection with your Permitted Use Case.

3. ODBL DATA

3.1. The Licensed Products may utilize ODbL Data. To the extent this is the case, the following shall apply:

3.1.1. Such use shall be identified in the documentation relating to such Licensed Products or otherwise be communicated to you upon your request;

3.1.2. Upon request, TomTom shall deliver to you within a reasonable period all such ODbL Data or direct you to a location where such ODbL Data is available. To the extent provided, TomTom may charge to you its reasonable production costs for delivering a physical distribution. For the avoidance of doubt, all such ODbL Data delivered shall continue to be licensed under the ODbL. To the extent any customer of your Permitted Application requests a copy of such ODbL Data from you, you may request such data from TomTom which TomTom shall deliver to you in accordance with the foregoing;

3.1.3. With regard to Map Data that is made available to you in Pbf format, all of such ODbL Data shall be referenced in the summary notes file provided within each version of the Map Data released to you along with the specific feature and attributes being marked as ODbL within the Map Data itself; and

3.1.4. No restrictions under this Agreement apply to such ODbL Data other than those restrictions and obligations as included in the ODbL itself.

3.2. The ODbL Data is provided on an “as is” and with all faults basis” and TomTom expressly disclaims 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.

4. SDKs

4.1. To the extent that you download the SDKs, the terms and conditions attached to such SDKs shall apply. In addition, for the Mobile SDKs you acknowledge and agree that TomTom may collect Probe Data via such Mobile SDKs when integrated with the Maps APIs. You hereby grant to TomTom and its Affiliates a perpetual, irrevocable, royalty-free license to use such Probe Data for use in connection with TomTom and its Affiliates’ current and future products and services.

4.2. The Mobile SDKs may only be used in connection with the TomTom Maps APIs and may not be used in connection with any third-party online APIs that are the same or similar to the Maps APIs. The foregoing sentence shall not however prohibit use of third-party content and services in connection with the Mobile SDKs where the content or service delivered is not offered by the TomTom Maps APIs.

5. PUBLIC PREVIEW

5.1. From time to time, TomTom may make available services marked as being for “public preview” (“Public Preview”). The purpose of such Public Preview is to obtain feedback prior to the full commercial release of such product or service. If you make use of any Public Preview products or services, you agree that the following terms apply in addition to the terms and conditions contained in this Agreement. Any product or service released under Public Preview: i) are excluded from the Service Level Agreement; ii) may not be covered by customer support; and iii) may be changed or discontinued by TomTom at any time without notice. For the avoidance of doubt, License Fees shall be payable by you for the use of such Public Preview in accordance with this Agreement.

5.2. If you provide any feedback regarding a Public Preview, you hereby grant TomTom and TomTom’s Affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use (including copy, modify, create derivative works, publish, distribute and commercialize) the feedback in any manner and for any purpose.

6. PRIVATE PREVIEW

6.1. From time to time, TomTom may invite you to evaluate new services which have not been publicly published on the Portal (a “Private Preview”). The purpose of such Private Preview is to obtain feedback prior to either full commercial release or Public Preview release of such product or service. If you make use of any Private Preview products or services, you agree that the following terms apply in addition to the terms and conditions contained in this Agreement. Any product or service released under Private Preview: i) are excluded from the Service Level Agreement; ii) may not be covered by customer support; and iii) may be changed or discontinued by TomTom at any time without notice. For the avoidance of doubt, License Fees shall be payable by you for the use of such Private Preview in accordance with this Agreement.

6.2. If you provide any feedback regarding a Private Preview, you hereby grant TomTom and TomTom’s Affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use (including copy, modify, create derivative works, publish, distribute and commercialize) the feedback in any manner and for any purpose.

7. RESTRICTED USE CASES

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

8. UPDATES AND CHANGES TO THE LICENSED PRODUCTS AND THIS AGREEMENT

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

8.2. 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. Where incompatible versions are provided, previous versions shall continue to be provided in accordance with TomTom’s deprecation policy as published on the Portal.

9. SUBSCRIPTION SETTINGS AND CHANGES

9.1. You must comply with the terms of your Subscription Plan and limit your use to the Permitted Use Case.

9.2. You may change your Prepaid Package at any time via “My Dashboard”. Such changes will become effective as soon as TomTom has received payment confirmation from your provider.

9.3. In case of a Prepaid Package, your account settings will be set to automatically renew once your Prepaid Package 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 Prepaid Package and you agree that TomTom shall have no liability to you in respect of such suspension.

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

9.5. 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.

10. ACCOUNT AND ACCESS CREDENTIALS AND SECURITY TERMS

10.1. TomTom will issue access credentials to you for each Permitted Use Case. In case of multiple Permitted Use Cases, you must ensure that these unique access credentials are used for each individual Permitted Use Case.

10.2. Any use of the Licensed Products 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.

10.3. 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.

11. DATA PROCESSING AND PRIVACY

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

11.2. In order to improve the Portal and the Licensed Products, TomTom may collect certain usage related information from the software including but not limited to your unique identifier, associated IP addresses, version number of the Licensed Products used, and information on which tools and/or services in the SDKs are being used and how they are being used through random session identifiers and session data. The information collected is examined to improve the Licensed Products and is maintained in accordance with all applicable data protection laws.

12. OBJECT LOCATION DATA AND DELETION OF GEOFENCING API DATA

You acknowledge that the storage by TomTom of Geofencing API Data and Object Location Data incurs on-going storage costs for TomTom. Consequently, in the event your account shows that you have not used any Geofencing API Data or Object Location Data (or any Maps API services that utilises the same) for a period of 180 days, TomTom reserves the right to delete any Geofencing API Data and/or Object Location Data associated with your account. You will be notified prior to such deletion. In the event You wish to retain your Geofencing API Data or Object Location Data you must respond to such notification. No credit, refund or other compensation whatsoever will be payable by TomTom with respect to the deletion of your Geofencing API Data or Object Location Data (including in the event you subsequently wish to continue using the TomTom Maps APIs).

13. YOUR FURTHER OBLIGATIONS

13.1. You agree to use the Licensed Products only for purposes that are permitted by this Agreement and in accordance with all applicable laws.

13.2. Other than as permitted by applicable legislation, you are prohibited from decompiling, reverse engineering, disassembling, or creating derivative works of the Licensed Products or any part thereof. Furthermore, you are not permitted to make any additions, modifications, adaptations, or other alterations to the Licensed Products 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 Licensed Products or content delivered thereby or undertake any action which would reasonably be expected to damage the reputation or goodwill of TomTom.

13.3. The caching or storing of any Results shall be prohibited except that you may cache Results delivered by the Licensed Products provided that:

13.3.1. Such Results may only be cached in clients where the control headers are present in the Result;

13.3.2. Such Results must not be cached in clients for longer than the maximum age period indicated in such cache control headers;

13.3.3. Where supported in the Permitted Application, client caches should be invalidated when a content update has occurred.

13.4. Nothing under Clause 13.3 entitles any form of caching for the purpose of scaling results to serve multiple clients or users.

13.5. You shall be permitted to display TomTom Maps APIs Results on third party content or map data provided that nothing shall add or incorporate Results into the OSM Data or any other open source database. You shall also be permitted to display Results from third party content or map data on a TomTom map as a separate layer.

13.6. Any Map Data which is used by TomTom in connection with delivery of the Licensed Products shall be subject to further restrictions set out under http://tomtom.com/en_gb/thirdpartyproductterms/ as may be updated from time to time.

13.7. You shall not:

13.7.1. use the Licensed Products or part thereof (including any content delivered via the Licensed Products) 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 Licensed Products or a substantial part thereof or use the content delivered by the Licensed Products 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;

13.7.2. copy or use the structure and arrangement of the content delivered by the Licensed Products for the creation of the same;

13.7.3 use the Maps APIs and the content delivered by the Maps APIs to offer any equivalent or derived API service;

13.7.4. attempt to access the Content other than through the Maps APIs and not attempt to access the source of the Maps APIs;

13.7.5. other than as expressly permitted under this Agreement, copy, rent, lease, sell, transfer, assign, sublicense, disassemble, modify or alter any part of the Licensed Products;

13.7.6. use the Licensed Product 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;

13.7.7. the Licensed Products 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;

13.7.8. use the Licensed Products in connection with similar products of TomTom’s competitors to check, compare or benchmark the Licensed Products unless explicitly approved by TomTom in writing;

13.7.9. use the Licensed Product in connection with any illegal, fraudulent, dishonest, unethical, offensive, obscene, pornographic, harassing or otherwise inappropriate activity or behaviour;

13.7.10. where Map Data is provided as downloadable content (e.g. in Pbf format), retain any copies thereof for a period longer than 60 days from the moment of which such Map Data was provided to you and further ensure that you will fully remove such Map Data from any and all of your systems.

14. 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.

15. SUPPORT AND SERVICE LEVEL AGREEMENT

TomTom shall use its reasonable endeavours to ensure that the Maps APIs are available in accordance with its standard published service level.

16. REGULATION OF QUERIES AND SUSPENSION OF SERVICES

16.1. 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.

16.2. TomTom shall be entitled to suspend your access to the Licensed Products in the event:

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

16.2.2. You exceed any usage limits set out under your Subscription Plan.

16.2.3. You create additional accounts for the purpose of obtaining additional non-chargeable requests.

16.2.4. You breach any security measure or requirements set out by TomTom.

16.2.5. You billing method rejects any payment request made by TomTom in respect of your Subscription Plan.

16.2.6. TomTom reasonably believes that such suspension is necessary on order to protect the general integrity of the services offered.

16.2.7. TomTom receives chargebacks from your payment provider.

16.3. TomTom shall not be liable to you where it suspends your access to the Licensed Products in accordance with the above.

17. OWN CONTENT:

17.1. You grant to TomTom a non-exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to use, copy, cache, publish, display, distribute, modify, create derivative works, and store your Own Content for the purpose of processing, hosting and distributing your Own Content, whether or not through the Maps APIs, to you or any third party designated by you.

17.2. You acknowledge and agree that TomTom is not obliged to use your Own Content and that TomTom may remove your Own Content at any moment in time without providing any prior notice to you.

17.3. On termination of this Agreement, TomTom will make reasonable efforts to promptly remove your Own Content from TomTom’s systems and cease use of your Own Content. However, you acknowledge and agree that caching of or references to your Own Content may not be promptly removed.

18. LICENSE FEES AND PAYMENT TERMS

18.1. Where applicable, the License Fees payable for your use of the Licensed Products are calculated as per the Subscription Plan you have selected and shall be billed to the card entered via the Portal as soon as such Subscription Plan is activated. To the extent a Subscription Plan is automatically renewed (as described under Clause 25) your account will be charged immediately upon such renewal.

18.2. TomTom may at any time change the License Fees applicable to a Subscription Plan. Any changes will be published on the Portal 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.

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

18.4. The Prepaid Package will be stored in your account and is non-refundable, unless explicitly stated otherwise in this Agreement.

18.5. TomTom shall be entitled to terminate any Prepaid Packages which are unused following a period of 12 months from the date of purchase.

19. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT NOTICES

19.1. Other than your Own Content and unless indicated otherwise, all Intellectual Property Rights related the Licensed Products, 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.

19.2. All Intellectual Property Rights related to your Own Content are owned by you.

19.3. 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, for any of the Maps API services which automatically generate a TomTom logo or copyright notice, you agree not to remove, obscure, mask or change any logo and/or copyright notice. For all other Maps API services, you agree to implement to the TomTom Copyright API in order to generate the applicable copyright and logo attribution.

20. 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.

21. PUBLICITY

We are excited and proud to have you as a customer and want to let the world know about it. Consequently, unless you inform us otherwise, for the period that you remain a customer of the Licensed Products you grant to TomTom and its Affiliates a worldwide, non-exclusive, royalty free right to use and reproduce your trademarks, logos, service marks, company name and or trade name both on the Portal and in connection with other marketing materials for the purpose of identifying you as a customer of the Licensed Products.

22. WARRANTIES

22.1. THE LICENSED PRODUCTS, 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 LICENSED PRODUCTS 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 LICENSED PRODUCTS WITH ANY OTHER SYSTEM, SOFTWARE, DEVICE OR PRODUCT.

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

22.2.1. 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.

22.2.2. 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.

22.2.3. THAT YOU WILL NOT COMBINE THE LICENSED PRODUCTS AND ANY CONTENT DELIVERED BY THE LICENSED PRODUCTS WITH ANY OPEN SOURCE SOFTWARE OR OTHER DATA IN ANY MANNER WHICH MAY RESULT IN THE LICENSED PRODUCTSAND CONTENT DELIVERED BY THE MAPS APIS BECOMING SUBJECT TO THE TERMS OF AN OPEN SOURCE LICENSE AND/OR A COPYLEFT LICENSE.

22.2.4. THAT YOUR OWN CONTENT IS OWNED BY YOU OR RIGHTFULLY LICENSED TO YOU, UNENCUMBERED AND CLEAR OF ANY RIGHTS, CLAIMS OR INTEREST OF THIRD PARTIES AND THAT YOUR OWN CONTENT WILL NOT BE SUBJECT TO AN OPEN SOURCE LICENSE AND/OR A COPYLEFT LICENSE WHICH MAY RESULT IN THE LICENSED PRODUCTS OR ANY CONTENT DELIVERED BY THE LICENSED PRODUCTS BECOMING SUBJECT TO THE TERMS OF SUCH A LICENSE.

23. LIMITATION OF LIABILITY

23.1. 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:

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

23.1.2. YOUR RELIANCE ON ANY CONTENT OR RESULTS DELIVERED BY THE MAPS APIS (INCLUDING YOUR RELIANCE ON THE COMPLETENESS OR ACCURACY OF THE SAME).

23.1.3. ANY CHANGES OR DISCONTINUATION THAT TOMTOM MAKES TO THE APIS OR CONTENT PURSUANT TO CLAUSE 8.

23.2. THE FOREGOING UNDER CLAUSE 23.1 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.

23.3. TO THE EXTENT TOMTOM IS NOT PERMITTED UNDER APPLICABLE LAW TO EXCLUDE ITS LIABILITY PURSUANT TO CLAUSES 23.1 AND 23.2 ABOVE, TOMTOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT OF USD 100.00.

23.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER TOMTOM’S SUPPLIERS NOR ANY OF THEIR AFFILIATES WILL HAVE ANY LIABILITY TO YOU (INCLUDING MONETARY LIABILITY) (REGARDLESS OF THE FORM OF ACTION) UNDER OR RELATING TO THIS AGREEMENT.

23.5. THE ABOVE LIMITATIONS AND EXCLUSIONS OF LIABILITY UNDER THIS CLAUSE 23 DO NOT EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24. INDMENITY

24.1. 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:

24.1.1. Your Permitted Use Case, 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.

24.1.2. Any content or materials that you use in connection with the Maps APIs, Content, Results or your Permitted Applications.

24.1.3. Any Own Content that you have licensed to TomTom under this Agreement.

24.1.4. Any non-compliance by you with this Agreement.

25. TERM AND TERMINATION

25.1. This Agreement begins on the date when TomTom accepts your Online Registration Form and shall continue until you have deactivated your account. Notwithstanding the foregoing, TomTom may terminate your access to any Licensed Products made available for Evaluation Use (i) at any time without notice (ii) as per the ending of the evaluation period as indicated on the Portal with regard to the relevant Licensed Product(s) and (iii) where Map Data is provided as a download (e.g. in Pbf-format), an evaluation period of no longer than (ninety) 90 days shall always apply.

25.2. You may terminate this Agreement at any time by de-activating your account. In case a paid Subscription Plan applies, you may terminate the Agreement by terminating your paid Subscription Plan via your “My Account” portal. Following such termination, your Agreement will then terminate at the end of your then current subscription period.

25.3. TomTom may terminate this Agreement in the event:

25.3.1. You breach any of the terms and conditions of this Agreement;

25.3.2. You have not signed into your account or made use of the Licensed Products using you access credentials for a continuous period of ninety (90) days.

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

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

26. AMENDMENTS TO THE TERMS OF THIS AGREEMENT

TomTom may at any time modify the terms of this Agreement. Any such modified terms shall posted on the Portal under the terms and conditions section. 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 Licensed Products.

27. GOVERNING LAW AND DISPUTE RESOLUTION

27.1. 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.

27.2. 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.

27.3. 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.

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

28. OTHER LEGAL TERMS

28.1. 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.

28.2. 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.

28.3. 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.

28.4. 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.

28.5. 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 Search API, the Android and iOS SDKs the manufacturer is Uber Technologies, Inc., San Francisco, CA, 94103.