End User License Agreement

VEHICLE SOFTWARE END USER LICENSE AGREEMENT (EULA)

• You ("You" or "Your", as applicable) have purchased a vehicle with several devices, including SYNC® and various control modules ("DEVICES"), which include software licensed by or owned by Ford Motor Company and its subsidiaries ("FORD MOTOR COMPANY"). These software products of FORD MOTOR COMPANY, as well as associated media, printed materials, and "online" or electronic documentation ("SOFTWARE"), are protected by international intellectual property laws and treaties. The SOFTWARE is licensed, not sold. All rights reserved.
• The SOFTWARE may interact and/or exchange data, or may be later updated to interact and/or exchange data, with additional software and/or systems provided by FORD MOTOR COMPANY.

IF YOU DO NOT AGREE WITH THIS END USER LICENSE AGREEMENT ("EULA"), DO NOT USE THE DEVICES OR COPY THE SOFTWARE. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USE ON THE DEVICES, CONSTITUTES YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY PREVIOUS CONSENT).

SOFTWARE LICENSE GRANT: This End User License Agreement grants you the following license:

• You may use the SOFTWARE installed on the DEVICES, and with systems and/or services provided by FORD MOTOR COMPANY or its third-party software and service suppliers.

Description of Other Rights and Limitations

• Speech Recognition: If the SOFTWARE includes speech recognition component(s), you must understand that speech recognition is inherently a statistical process and that recognition errors are inherent in the process. Neither FORD MOTOR COMPANY nor its suppliers shall be liable for any damages arising from errors in the speech recognition process. You must monitor any speech recognition features included in the system.
• Reverse Engineering, Decompilation and Disassembly Restrictions: You may not reverse engineer, decompile, translate, disassemble or attempt to discover any source code or underlying ideas or algorithms of the SOFTWARE, or permit others to reverse engineer, decompile or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, or to the extent such activity is permitted under licensing terms governing the use of any open source components included in the SOFTWARE.
• Restrictions on Distribution, Copying, Modification and Creation of Derivative Works: You may not distribute, copy, modify or create derivative works based on the SOFTWARE, except where such activity is expressly permitted by applicable law notwithstanding this limitation, or to the extent such activity is permitted under licensing terms governing the use of any open source components included in the SOFTWARE.
• Single EULA: End user documentation for the DEVICES and related systems and services may contain several end user license agreements, for example several translations and/or several versions on media (such as in user documentation and in the software). Even if you receive several end user license agreements, you are licensed to use only one (1) copy of the SOFTWARE.
• SOFTWARE You may permanently transfer your rights under this License Agreement only as part of a sale or transfer of the DEVICES, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, media and printed materials, any upgrades and, if applicable, certificate(s) of authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE.
• Termination: Without prejudice to any other rights, FORD MOTOR COMPANY may terminate this End User License Agreement (EULA) if you fail to comply with the terms of this EULA.
• Internet Service Components: The SOFTWARE PRODUCT may include components that enable and facilitate the use of certain Internet Services. You acknowledge and agree that FORD MOTOR COMPANY, third-party software and service providers, its affiliates and/or its designated agent may automatically check the version of the SOFTWARE PRODUCT and/or its components that you are using, and may provide updates or supplements to the SOFTWARE PRODUCT, which may be downloaded automatically to your DEVICES.
• Additional Software/Services: The SOFTWARE PRODUCT may allow FORD MOTOR COMPANY, third-party software and service providers, its affiliates and/or its designated agent to provide you with updates, supplements, add-on components, or Internet Service components of the SOFTWARE PRODUCT after the date you obtain your initial copy of the SOFTWARE PRODUCT ("Additional Components"). Updates to the SOFTWARE PRODUCT may incur additional wireless data charges from your wireless service provider. If FORD MOTOR COMPANY or third-party software and service providers provide or make available to you Additional Components and no other EULA terms are provided along with the Additional Components, then the terms of this EULA apply. FORD MOTOR COMPANY, its affiliates and/or its designated agent reserve the right to discontinue, without any liability, any services provided to you or made available to you through the use of the SOFTWARE PRODUCT.
• Links to Third-Party Websites: The SOFTWARE PRODUCT may provide you with the ability to link to third-party websites. Third-party websites are not under the control of FORD MOTOR COMPANY, its affiliates and/or its designated agent. Neither FORD MOTOR COMPANY, its affiliates, nor its designated agent is responsible for (i) the content of any third-party websites, any links contained in third-party websites, or any changes or updates to third-party websites, or (ii) any web broadcast or other form of transmission received from any third-party websites. If the SOFTWARE PRODUCT provides links to third-party websites, these links are provided to you only as a convenience, and the inclusion of any link does not imply endorsement of the third-party website by FORD MOTOR COMPANY, its affiliates and/or its designated agent.
• Responsibility to Drive Safely: You acknowledge your responsibility to operate the vehicle safely and to pay attention to the road. You will read and follow the DEVICE operating instructions, especially those related to safety, and you agree to assume any risk associated with the use of the DEVICES.

UPDATES AND RECOVERY MEDIA: If the SOFTWARE PRODUCT is provided by FORD MOTOR COMPANY separately from the DEVICES on media such as a ROM chip, CD-ROM disc(s), web download, or by other means, and is labeled "For Update Purposes Only" or "For Recovery Purposes Only," you may install one (1) copy of such SOFTWARE PRODUCT on the DEVICES as a replacement for the existing SOFTWARE PRODUCT and use it in accordance with this EULA, including any additional EULA terms accompanying the SOFTWARE PRODUCT update.

INTELLECTUAL PROPERTY RIGHTS: All title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and applets incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by FORD MOTOR COMPANY or its affiliates or suppliers. The SOFTWARE PRODUCT is licensed, not sold. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. All title and intellectual property rights in and to content that may be accessed through the SOFTWARE PRODUCT are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content beyond its intended use. All rights not expressly granted under this EULA are reserved by FORD MOTOR COMPANY, its affiliates, and third-party software and service providers. Use of any online services that may be accessed through the SOFTWARE PRODUCT may be subject to the applicable terms of use for such services. If this SOFTWARE PRODUCT contains documentation provided only in electronic form, you may print one (1) copy of such electronic documentation.

EXPORT RESTRICTIONS: You acknowledge that the SOFTWARE PRODUCT is subject to U.S. and European Union export jurisdiction. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCT, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

TRADEMARKS: This End User License Agreement does not grant you any rights in connection with any trademarks or service marks of FORD MOTOR COMPANY, its subsidiaries, and third-party software and service providers.

PRODUCT SUPPORT: Please refer to the FORD MOTOR COMPANY instructions provided in the DEVICES product support documentation, such as the Owner's Manual.

If you have any questions regarding this End User License Agreement, or if you want to contact FORD MOTOR COMPANY for any other reason, contact the address specified in the DEVICES documentation.

Disclaimer of Certain Damages: TO THE EXTENT PERMITTED BY LAW, FORD MOTOR COMPANY, ANY THIRD-PARTY SOFTWARE OR SERVICE PROVIDERS, AND THEIR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE SOFTWARE. THIS LIMITATION APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO WARRANTIES ARE PROVIDED OTHER THAN THOSE EXPRESSLY PROVIDED FOR YOUR NEW VEHICLE.

SYNC® Automotive Important Safety Information. Read and Follow Instructions:

• Before using the SYNC® system, read and follow all safety instructions and information contained in this End User Guide ("User Guide"). Failure to follow the precautions described in the User Guide may result in an accident or other serious injury.

General Operation

• Voice Control: Some functions of the SYNC® system can be operated using voice commands. Using voice commands while driving helps you operate the system without taking your hands off the steering wheel or your eyes off the road.
• Extended Screen Viewing: Do not access any function that requires extended viewing of the screen while driving. Stop the vehicle in a safe and legal manner before attempting to access a system function that requires extended attention.
• Volume Setting: Do not increase the volume excessively. Keep the volume at a level where you can still hear outside traffic sounds and emergency signals while driving. Driving when you cannot hear these sounds may result in an accident.
• Navigation Features: Any navigation features included in the system are designed to provide turn-by-turn directions to a desired destination. Make sure that all persons using this system have carefully read and fully followed the safety instructions and information.
• Distraction Hazard: Any navigation features may require manual (non-voice) setting. Attempting to perform such setting or enter data while driving may distract your attention and may result in an accident or other serious injury. Stop the vehicle in a safe and legal manner before attempting these operations.
• Use Your Own Judgment: Any navigation features are provided as an aid only. Make driving decisions based on your observation of local conditions and applicable traffic regulations. Any such feature does not replace your personal judgment. Any route suggestions made by this system must never replace local traffic regulations, your personal judgment, or your knowledge of safe driving practices.

Route Safety: Do not follow suggested routes if they lead to an unsafe or illegal maneuver, if you find yourself in an unsafe situation, or if you are directed into an area you consider unsafe. The driver bears full responsibility for safe operation of the vehicle and must therefore assess whether it is safe to follow the suggested directions.

Possible Map Inaccuracy: Maps used by this system may be inaccurate because of changes in roads, traffic regulations, or driving conditions. Always use common sense and good judgment when following suggested routes.

Emergency Services: Do not rely on any navigation features included in the system to direct you to an emergency service. Ask local authorities or an emergency service operator for these locations. Not all emergency services, such as police stations, fire stations, hospitals, and clinics, are likely to be contained in the map database for such navigation features.

Your Responsibilities and Assumed Risk

• You agree to each of the following: (a) Any use of the SOFTWARE while driving a car or other vehicle that violates applicable law or otherwise operates unsafely presents a significant risk of distracted driving and must never be attempted under any circumstances; (b) use of the SOFTWARE at excessive volume presents a significant risk of hearing damage and must never be attempted under any circumstances; (c) the SOFTWARE may be incompatible with new or other versions of the operating system, third-party software, or third-party services, and the SOFTWARE could potentially cause a critical failure of the operating system, third-party software, or third-party service; (d) access to any third-party service or third-party software used with the SOFTWARE (i) may incur additional access fees, (ii) may not operate correctly, continuously, or error-free, (iii) may change streaming formats or cease operation, (iv) may contain adult, indecent, or offensive material, and (v) may contain inaccurate, false, or misleading information on traffic, weather, financial information, safety information, or other content; and (e) use of the SOFTWARE may result in additional charges from your wireless service provider (WSP), and any data or minute calculators that may be included in the program are for reference only, are not guaranteed in any way, and must not be relied upon under any circumstances.
• By using the SOFTWARE, you agree to assume the full risk for the items described in Sections (a) through (e) above.

Disclaimer of Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE DEVICES AND SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, COMPATIBILITY, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY THIRD-PARTY SOFTWARE OR THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND FORD MOTOR COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, THIRD-PARTY SOFTWARE, AND THIRD-PARTY SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FORD MOTOR COMPANY DOES NOT WARRANT (a) THAT THERE WILL BE NO INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD-PARTY SERVICES, (b) THAT THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD-PARTY SERVICES WILL MEET YOUR REQUIREMENTS, (c) THAT OPERATION OF THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (d) THAT DEFECTS IN THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD-PARTY SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FORD MOTOR COMPANY OR ITS AUTHORIZED REPRESENTATIVE CREATES A WARRANTY. SHOULD THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD-PARTY SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE DISCLAIMER MAY NOT FULLY APPLY TO YOU. THE ONLY WARRANTY PROVIDED BY FORD MOTOR COMPANY IS CONTAINED IN THE WARRANTY INFORMATION, INCLUDING YOUR OWNER'S GUIDE. IF THERE IS A CONFLICT BETWEEN THE TERMS OF THIS SECTION AND THE WARRANTY BOOKLET, THE WARRANTY BOOKLET CONTROLS.

Governing Law, Venue, Jurisdiction

This End User License Agreement and your use of the SOFTWARE are governed by the laws of the State of Michigan. Your use of the SOFTWARE may also be subject to other local, state, national, or international laws. Any legal proceedings arising out of or relating to this End User License Agreement must be brought and held exclusively in the state court of Michigan located in Wayne County or in the United States District Court for the Eastern District of Michigan. You hereby consent to the personal jurisdiction of the state court of Michigan located in Wayne County and the United States District Court for the Eastern District of Michigan for any disputes arising from this End User License Agreement.

Mandatory Arbitration and Class Action Waiver

(a) Application. This section applies to any dispute, EXCLUDING DISPUTES RELATING TO INFRINGEMENT, MISAPPROPRIATION, OR VALIDITY OF FORD MOTOR COMPANY'S OR ANY FORD MOTOR COMPANY LICENSOR'S INTELLECTUAL PROPERTY RIGHTS. Dispute means any claim, action, or other controversy between you and FORD MOTOR COMPANY, excluding the exceptions listed above, concerning the SOFTWARE (including its price) or this End User License Agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis.

(b) Notice of Dispute. If a dispute arises, you or FORD MOTOR COMPANY must give the other party a "Notice of Dispute," which is a written statement that includes the name, address and contact information of the party giving it, the facts giving rise to the dispute and the relief requested. You and FORD MOTOR COMPANY will attempt to resolve any dispute through informal negotiations within 60 days from the date the Notice of Dispute is sent. After 60 days, you or FORD MOTOR COMPANY may begin arbitration.

(c) Small Claims Court. You may also resolve any dispute in small claims court in the county where you reside or where FORD MOTOR COMPANY has its principal place of business, if the dispute meets all requirements for small claims court. You may file a claim in small claims court whether or not you first engaged in informal negotiations.

(d) Mandatory Arbitration. If you and FORD MOTOR COMPANY do not resolve any dispute through informal negotiations or in small claims court, any other attempts to resolve the dispute will be conducted exclusively through binding arbitration. You waive any right to sue (or participate as a party or class member) in court before a judge or jury for all disputes. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final, except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enter judgment on the arbitrator's decision.

(e) Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor FORD MOTOR COMPANY will seek to have any dispute heard as a class action, as a private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. Arbitration or court proceedings will not be consolidated with any other without the prior written consent of all parties to all affected arbitrations or proceedings.

(f) Arbitration Procedure. Any arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If you are an individual using the SOFTWARE for personal use or in a vehicle, or if the amount in dispute is $75,000 or less, regardless of whether you are an individual or how you use the SOFTWARE, the AAA's Supplementary Procedures for Consumer-Related Disputes will also apply. To begin arbitration, submit the Demand for Arbitration form under the AAA Commercial Arbitration Rules to the AAA. You may request a telephone or in-person hearing by following AAA rules. For disputes of $10,000 or less, any hearing will be conducted by telephone unless the arbitrator finds good cause to hold an in-person hearing instead. For more information, visit adr.org or call 1-800-778-7879. You agree to begin arbitration only in the county where you reside or in the county where FORD MOTOR COMPANY has its principal place of business. The arbitrator may award you the same damages on an individual basis as a court could. The arbitrator may grant declaratory or injunctive relief only to you individually and only to the extent necessary to provide relief for your individual claim.

(g) Arbitration Fees and Incentives.

• I. Disputes of $75,000 or Less. FORD MOTOR COMPANY will promptly reimburse your filing fees and pay the AAA and arbitrator's fees and expenses. If you reject FORD MOTOR COMPANY's last written settlement offer made before an arbitrator is appointed (the "last written offer"), your dispute will proceed to arbitration before an arbitrator (the "arbitrator"), and if the arbitrator awards you more than the last written offer, FORD MOTOR COMPANY will provide you with three enhancements: (1) payment of the greater of the award or $1,000; (2) payment of twice your reasonable attorney's fees, if any; and (3) reimbursement of any expenses (including expert witness fees and costs) that your attorney reasonably incurred in investigating, preparing, and pursuing your claim in arbitration. The amounts will be determined by the arbitrator.
• II. Disputes of More Than $75,000. The AAA Rules will govern payment of filing fees and the AAA and arbitrator's fees and expenses.
• III. Disputes of Any Amount. In any arbitration you begin, FORD MOTOR COMPANY will seek reimbursement of AAA or arbitrator's fees, or any award it has paid, only if the arbitrator finds the arbitration to be frivolous or brought for an improper purpose. In any arbitration FORD MOTOR COMPANY begins, it will pay all filing, administrative and arbitrator fees. It will not require you to pay any attorney's fees or expenses in any arbitration. Fees and expenses are not considered when determining the amount of the dispute.

(h) Claims or Disputes Must Be Filed Within One Year. To the extent permitted by law, any claims or disputes under this EULA to which this Section applies must be filed within one year in small claims court (Section c) or in arbitration (Section d). The one-year period begins on the date the claim or dispute could first be filed. If such a claim or dispute is not filed within one year, it is permanently barred.

(I) Severability. If the class action waiver (Section e) is found to be unlawful or unenforceable as to all or some parts of a dispute, then that part of Section e will not apply to those parts. Instead, those parts shall be severed and brought in court, and the remaining parts shall be arbitrated. If any other provision of this part of Section d is found to be unlawful or unenforceable, that provision will be removed, and the rest of Section e will remain in full force and effect.

TeleNav Software End User License Agreement

Please read these terms and conditions carefully before using the TeleNav software. Your use of the TeleNav software means that you accept these terms. If you do not accept these terms, do not break the packaging seal, run, or otherwise use the TeleNav software. TeleNav may revise this Agreement and the privacy policy at any time, with or without notice. You agree to visit http://www.telenav.com from time to time to review the current version of this Agreement and privacy policy.

1. Safe and Lawful Use

You acknowledge that paying attention to the TeleNav software may create a risk of injury or death to you and others in situations that otherwise require your undivided attention, and therefore you agree to comply with the following rules when using the TeleNav software:

(a) obey all traffic laws and drive the vehicle safely;

(b) use your own judgment while driving. If you feel that a route suggested by the TeleNav software directs you to perform an unsafe or illegal maneuver, places you in an unsafe situation, or directs you to an area that you consider to be unsafe, do not follow such instructions;

(c) do not enter destinations or otherwise manipulate the TeleNav software unless your vehicle is stationary and parked;

(d) do not use the TeleNav software for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Agreement;

(e) arrange all GPS and wireless devices and cables required to use the TeleNav software safely in your vehicle so that they do not interfere with your driving and do not obstruct any safety device (such as an airbag).

You agree to indemnify and hold TeleNav harmless from any claims arising from any hazardous or otherwise improper use of the TeleNav software in any moving vehicle, including as a result of your failure to comply with the instructions above.

2. Account Information

You agree: (a) when registering for the TeleNav software, to provide TeleNav with true, accurate, current, and complete information about yourself, and (b) to promptly notify TeleNav of any changes to such information and to keep it true, accurate, current, and complete.

3. Software License

Subject to your compliance with the terms of this Agreement, TeleNav hereby grants you a personal, non-exclusive, non-transferable license (except as permitted below in connection with your permanent transfer of the TeleNav software), without the right to sublicense, to use the TeleNav software (in object code form only) to access and use the TeleNav software. This license shall terminate upon termination or expiration of this Agreement. You agree that you will use the TeleNav software only for personal business or leisure purposes, and not to provide commercial navigation services to other parties.

3.1 License Restrictions

(a) reverse engineer, decompile, disassemble, translate, modify, alter, or otherwise change the TeleNav software or any part thereof; (b) attempt to obtain the source code, sound library, or structure of the TeleNav software without the prior written consent of TeleNav; (c) remove from the TeleNav software or alter any trademarks, trade names, service marks, logos, patent or copyright notices, or other notices or markings of TeleNav or its suppliers; (d) distribute, sublicense, or otherwise transfer the TeleNav software to others, except as part of your permanent transfer of the TeleNav software; or (e) use the TeleNav software in any manner that

I. infringes intellectual property or proprietary rights, public use rights, privacy rights, or other rights of any party;

II. violates any law, statute, ordinance, or regulation, including but not limited to laws and regulations concerning spam, privacy, consumer and child protection, obscenity, or defamation; or

III. is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, or otherwise objectionable; and (f) rent, lease, or otherwise permit unauthorized third-party access to the TeleNav software without TeleNav's additional prior written permission.

4. Disclaimer

To the maximum extent permitted by applicable law, under no circumstances shall TeleNav, its licensors and suppliers, or their agents or employees be liable for any decision or action taken by you or by anyone you rely on based on information provided by the TeleNav software. TeleNav also does not guarantee the accuracy of the map or other data used for the TeleNav software. Such data may not always reflect actual conditions due to, among other things, road closures, construction, weather, new roads, and other changing conditions. You bear all risk associated with your use of the TeleNav software. For example, but without limitation, you agree not to rely on the TeleNav software for critical navigation in areas where the well-being or survival of you or others depends on navigation accuracy, as the maps or features of the TeleNav software are not designed to support such high-risk applications, especially in more remote geographic areas.

TELENAV EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE TELENAV SOFTWARE, TO THE EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES THAT MAY ARISE FROM TRADE, CUSTOM OR USAGE OF TRADE, AND INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO THE TELENAV SOFTWARE.

Some jurisdictions do not allow the exclusion of certain warranties, so this limitation may not apply to you.

5. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL TELENAV, ITS LICENSORS AND SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, IN EACH CASE, BUT NOT LIMITED TO DAMAGES FOR INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE TELENAV SOFTWARE, EVEN IF TELENAV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE DAMAGES YOU MAY INCUR FOR ANY REASON (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), THE LIABILITY OF TELENAV AND ALL TELENAV SUPPLIERS SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE TELENAV SOFTWARE. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

6. Arbitration and Governing Law

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the TeleNav Software shall be settled by binding arbitration before a neutral arbitrator administered by the American Arbitration Association in Santa Clara County, California. The arbitrator shall apply the Commercial Arbitration Rules of the American Arbitration Association, and the award rendered by the arbitrator may be entered in any court having jurisdiction. Please note that in arbitration there is no judge or jury, and the arbitrator's decision is binding on both parties. You expressly agree to waive your right to a jury trial. This Agreement and its performance shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law provisions. To the extent that court action is necessary in connection with binding arbitration, both TeleNav and you agree to submit to the exclusive jurisdiction of the courts of Santa Clara County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

7. Assignment

You may not resell, reassign or transfer this Agreement or any of your rights or obligations, except as a whole in connection with your permanent transfer of the TeleNav Software, and expressly provided that the new user of the TeleNav Software agrees to comply with the terms and conditions of this Agreement. Any such sale, assignment or transfer that is not expressly permitted under this section will result in the immediate termination of this Agreement without any obligation to TeleNav, in which case you and all other parties must immediately stop any use of the TeleNav Software. Notwithstanding the foregoing, TeleNav may assign this Agreement to any other party at any time without prior notice, provided that the successor remains bound by this Agreement.

8. Miscellaneous

8.1

This Agreement constitutes the entire agreement between TeleNav and you with respect to the subject matter of this Agreement.

8.2

Except for the limited licenses expressly granted in this Agreement, TeleNav retains all ownership rights and interests in the TeleNav Software, including without limitation all related intellectual property rights. No licenses or other rights that are not expressly granted in this Agreement are intended or shall be granted or conveyed by implication, estoppel, inducement, or otherwise, and TeleNav and its suppliers and licensors hereby reserve all their respective rights other than the licenses expressly granted in this Agreement.

8.3

By using the TeleNav Software, you agree to receive from TeleNav all messages, including notices, agreements, legally required disclosures, or other information in connection with the TeleNav Software (collectively, "Notices") electronically. TeleNav may provide such Notices by posting them on the TeleNav website or by delivering them to your wireless device. If you wish to withdraw your consent to receive Notices electronically, you must stop using the TeleNav Software.

8.4

No waiver by TeleNav or your failure to require performance of any provision shall affect that party's right to require performance at any time thereafter, and waiver of any breach or default of this Agreement shall not constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

8,5

If any provision of this Agreement is held to be unenforceable, such provision shall be modified to reflect the intent of the parties, and the remaining provisions of this Agreement shall remain in full force and effect.

8,6

Headings in this Agreement are for convenience of reference only, shall not be considered part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. As used in this Agreement, the words "include" and "including" and their variants shall not be deemed to be terms of limitation, but shall be deemed to be followed by the words "without limitation."

9. Third-Party Supplier Terms

• The TeleNav Software uses maps and other data licensed by TeleNav from third-party suppliers for your benefit and the benefit of other end users. This Agreement includes end user terms applicable to these companies (included at the end of this Agreement), so your use of the TeleNav Software is also governed by such terms. You agree to comply with the following additional terms, which apply to TeleNav's third-party licensors:

9.1 End User Terms Required by HERE North America, LLC

The Data is provided for your personal, internal use only and not for resale. It is protected by copyright and is subject to the following terms and conditions which are agreed to, on the one hand, by you, and on the other hand, by TeleNav ("TeleNav") and its licensors (including their licensors and suppliers).

© 2013 HERE. All rights reserved.

Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase®, © Department of Natural Resources Canada.

HERE holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information. © United States Postal Service®, 2014.

Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS and ZIP+4.

Data for Mexico includes certain data from Instituto Nacional de Estadística y Geografía.

9.2 End User Terms Required by NAV2 (Shanghai) Co., Ltd.

The Data is provided for your personal, internal use only and not for resale. It is protected by copyright and is subject to the following terms and conditions which are agreed to, on the one hand, by you, and on the other hand, by NAV2 (Shanghai) Co., Ltd ("NAV2") and its licensors (including their licensors and suppliers). 20xx. All rights reserved.

Terms and Conditions

Permitted Use. You agree to use this Data together with the TeleNav Software solely for your internal business and personal purposes for which you are licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you agree not to reproduce, copy, modify, decompile, disassemble, create any derivative works from, or reverse engineer any part of this Data, and not to transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions. Except with specific prior written permission from TeleNav, and without limiting the preceding paragraph, you may not use this Data (a) with any products, systems or applications installed or otherwise connected to or in communication with vehicles capable of vehicle navigation, positioning, dispatch, real-time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless electronic or computer devices, including, but not limited to, cellular phones, palmtop and handheld computers, pagers and personal digital assistants or PDAs.

No Warranty. This Data is provided to you "as is," and you agree to use it at your own risk. TeleNav and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including, but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: TELENAV AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Some states, territories and countries do not allow certain exclusions from warranties, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: TELENAV AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, DEMANDS OR ACTIONS, REGARDLESS OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION, INVOLVING ANY LOSS, INJURY OR DAMAGE, DIRECT OR INDIRECT, THAT MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR BREACH OF THESE PROVISIONS OR TERMS, WHETHER IN CONTRACT, TORT OR UNDER WARRANTY, EVEN IF TELENAV OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states, territories and countries do not allow certain exclusions of liability or limitations of damages, so to that extent the above may not apply to you.

Export Control. You shall not export any part of the Data or any of its direct product from any location, except in compliance with all licenses and approvals required under applicable export laws, rules and regulations, including but not limited to laws, rules and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and the Bureau of Industry and Security of the U.S. Department of Commerce. To the extent such export laws, rules or regulations prohibit HERE from performing any of its obligations under this Agreement to deliver or distribute the Data, such failure is excused and does not constitute a breach of this Agreement.

Entire Agreement. These terms constitute the entire agreement between Telenav (and its licensors, including their licensors and suppliers) and you with respect to the subject matter hereof, and supersede all prior written or oral agreements between us with respect to such subject matter.

Governing Law. The above provisions and terms are governed by the laws of the State of Illinois [insert "the Netherlands" where European Data HERE is used], without giving effect to (i) its conflict of laws provisions or (ii) the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded. You agree to submit to the jurisdiction of the State of Illinois [insert "the Netherlands" where European Data HERE is used] for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

Government End Users. If the Data is acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Data is a "commercial item" as that term is defined in 48 C.F.R. ("FAR") 2.101, is licensed under these Terms for the end user, and each copy of the Data provided or otherwise furnished must be marked and embedded appropriately with the following "Notice of Use," and must be treated in accordance with such Notice:

If a contracting officer, federal government agency or any federal official refuses to use the legend provided here, the contracting officer, federal government agency or any federal official must notify HERE before requesting additional or alternative rights in the Data.

I. United States/Canada Territory

A. United States Data. End user terms for any Application containing Data for the United States must include the following notices:

"HERE has a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information."

"© United States Postal Service® 20XX. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by USPS: United States Postal Service, USPS and ZIP+4."

B. Canadian Data. The following provisions apply to Data for Canada, which may include or reflect data from third-party licensors ("Third-Party Data"), including Her Majesty the Queen in right of Canada ("Her Majesty"), Canada Post Corporation ("Canada Post") and the Department of Natural Resources Canada ("NRCan"):

1. Disclaimer and Limitation: Customer agrees that use of Third-Party Data is subject to the following provisions:

a. Disclaimer: Third-party data is licensed on an "as is" basis. The licensors of such data, including Her Majesty, Canada Post and NRCan, make no warranties, representations or guarantees regarding such data, whether express or implied, arising by law or otherwise, including, but not limited to, fitness for a particular purpose, completeness, accuracy or suitability. b. Limitation of liability: The licensors of third-party data, including Her Majesty, Canada Post and NRCan, shall not be liable: (i) for any claims, demands or actions, regardless of the nature of the cause of action, for any direct or indirect losses, injuries or damages that may result from the use or possession of such Data; or (ii) in any way for loss of revenue or contracts, or any other indirect damages of any kind, arising from any defect in the Data.

2. Copyright notice: For each copy of all or any part of the Data for the territory of Canada, the Customer must place the following copyright notice in a prominent location on at least one of: (i) the media label of the copy; (ii) the packaging of the copy; or (iii) other packaged materials accompanying the copy, such as user guides or end user license agreements: "This data includes information obtained with permission of the Canadian authorities, including © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase®, © Department of Natural Resources Canada. All rights reserved."

3. End user terms: Unless the parties agree otherwise, in connection with the provision of any part of the Data for the territory of Canada to End Users, as may be permitted under the Agreement, the Customer must provide such End Users, in a reasonably conspicuous manner, with terms (set out with other end user terms that must be provided under the Agreement, or as otherwise may be required by the Customer) that must include the following provisions on behalf of the third-party data licensors, including Her Majesty, Canada Post and NRCan:

The Data may include or reflect data of licensors, including Her Majesty the Queen in Right of Canada ("Her Majesty"), Canada Post Corporation ("Canada Post") and the Department of Natural Resources Canada ("NRCan"). Such data is licensed on an "as is" basis. The licensors, including Her Majesty, Canada Post and NRCan, make no warranties, representations or guarantees regarding such data, either express or implied, arising by law or otherwise, including, but not limited to, the effectiveness, completeness, accuracy or fitness for a particular purpose. The licensors, including Her Majesty, Canada Post and NRCan, shall not be liable for any claims, demands or actions, regardless of the nature of the cause of the claim, demand or action, for any losses, injuries or damages, direct or indirect, that may arise from the use or possession of the data or the Data. The licensors, including Her Majesty, Canada Post and NRCan, shall not be liable for any loss of revenue or contracts, or any other indirect damages of any kind, resulting from any defect in the data or the Data.

The End User shall indemnify and hold harmless the licensors, including Her Majesty, Canada Post and NRCan, and their officials, employees and agents from and against any claim, demand or action, regardless of the nature of the cause of the claim, demand or action, alleging losses, costs, expenses, damages or injuries (including injuries resulting in death) arising from the use or possession of the data or the Data.

4. Additional provisions: The terms contained in this Section are in addition to all rights and obligations of the parties under the Agreement. To the extent that any provision of this Section is inconsistent or conflicts with any other provision of the Agreement, the provisions of this Section shall prevail.

II. Mexico. The following provision applies to the Data for Mexico, including certain data from the Instituto Nacional de Estadística y Geografía ("INEGI"):

A. Any and all copies of the Data and/or packaging containing the Data for Mexico must include the following notice: "Fuente: INEGI (Instituto Nacional de Estadística y Geografía)"

III. Latin America Territory

A. Third-Party Notices. Any and all copies of the Data and/or packaging related to it must include the applicable Third-Party Notices set out below and used as described below, according to the territory (or part thereof) included in such copy:

Territory Notice

Argentina: IGN "INSTITUTO GEOGRAFICO NACIONAL ARGENTINO"

Ecuador: "MILITARY GEOGRAPHIC INSTITUTE OF ECUADOR AUTHORIZATION No. IGM-2011-01-PCO-01 DEL 25 DE ENERO DE 2011"

Guadeloupe, French Guiana and Martinique; Mexico: "Fuente: INEGI (Instituto Nacional de Estadística y Geografía)".

IV. Middle East Territory

A. Third-party notices. Any and all copies of the Data and/or packaging relating to it must include the applicable Third-Party Notices set out below and used as described below, according to the territory (or part thereof) included in such copy:

Jordan: "© Royal Jordanian Geographic Centre". The above notice requirement for Jordan Data is an essential condition of the Agreement. If the Customer or any of its permitted sublicensees (if any) fails to comply with such requirement, HERE has the right to terminate the Customer's license with respect to the Jordan Data.

B. Jordan Data. The Customer and its permitted sublicensees (if any) are restricted from licensing and/or otherwise distributing the HERE database for the country of Jordan ("Jordan Data") for use in corporate applications to (i) non-Jordanian organizations for use of the Jordan Data solely in Jordan, or (ii) customers from Jordan. In addition, the Customer, its permitted sublicensees (if any) and End Users are restricted from using the Jordan Data in corporate applications if such party (i) is not a Jordanian legal entity using the Jordan Data solely in Jordan, or (ii) a customer from Jordan. For purposes of the above, "Corporate Applications" means geomarketing applications, GIS applications, mobile business asset management applications, call center applications, telematics applications, internet applications of public organizations, or applications for providing geocoding services.

V. Europe Territory

A. Use of Certain Traffic Regulations in Europe

1. General Restrictions Applicable to Traffic Regulations. Customer acknowledges and agrees that in certain countries of the European Territory, Customer will need to obtain rights directly from third-party suppliers of RDS-TMC codes to receive and use the Traffic Codes in the Data and deliver Transactions to End Users by any means derived from or based on such Traffic Regulations. For such countries, HERE provides data including traffic codes to Customer only after receiving a certificate from Customer confirming that Customer has obtained such rights.

2. Display of Third-Party Rights Legends for Belgium. For each Transaction that uses traffic codes for Belgium, Customer must provide the following notice to the End User: "Traffic codes for Belgium are provided by the Ministerie van de Vlaamse Gemeenschap and the Ministerie van Verkeer en Infrastructuur."

B. Paper Maps. For any license granted to Customer for creating, selling, or distributing paper maps (i.e., maps fixed on paper or paper-like media): (a) such license with respect to Data for the United Kingdom is conditional upon Customer entering into and complying with a separate written agreement with Ordnance Survey ("OS") for creating and selling paper maps, Customer paying OS any and all applicable license fees for paper maps, and Customer complying with OS copyright notice requirements; (b) such license to sell or otherwise distribute or collect for Data in the Czech Republic is conditional upon Customer obtaining prior written consent from Kartografie a.s.; (c) such license to sell or distribute Data in Switzerland is conditional upon Customer obtaining permission from the Bundesamt für Landestopografie, Switzerland; (d) Customer is prohibited from using Data in France to create paper maps at scales from 1:5,000 to 1:250,000; and (e) Customer is prohibited from using any Data to create, sell, or distribute paper maps that are identical or substantially similar in data content and in specific use of color, symbols, and scale to paper maps published by European national mapping agencies, including but not limited to the Landesvermessungsämter of Germany, the Topografische Dienst of the Netherlands, the Institut Géographique National of Belgium, the Bundesamt für Landestopografie of Switzerland, the Bundesamt für Eich- und Vermessungswesen of Austria, and the Lantmäteriet of Sweden.

C. OS Enforcement. Without limiting Section IV(B) above, with respect to Data for the United Kingdom, Customer acknowledges and agrees that Ordnance Survey ("OS") may bring a direct action against Customer to enforce the OS copyright notice (see Section IV(D) below) and paper map requirements (see Section IV(B) above) contained in this Agreement.

D. Third-Party Notices. Any and all copies of Data and/or packaging relating thereto must include the applicable Third-Party Notices set forth below and used as described below, according to the territory (or part thereof) included in such copy:

Austria "© Bundesamt für Eich- und Vermessungswesen"

Croatia, Cyprus, Estonia, Latvia, Lithuania, Moldova, Poland, Slovenia, and/or Ukraine "© EuroGeographics"

France "Source: © IGN 2009 – BD TOPO ®"

Germany "Die Grundlagendaten wurden mit Genehmigung der zuständigen Behörden entnommen"

United Kingdom "Contains Ordnance Survey data © Crown copyright and database right 2010. Contains Royal Mail data © Royal Mail copyright and database right 2010"

Greece "Copyright Geomatics Ltd."

Hungary "Copyright © 2003; Top-Map Ltd."

Italy "La Banca Dati Italiana è stata prodotta usando quale riferimento anche cartografia numerica ed al tratto prodotta e fornita dalla Regione Toscana."

Norway "Copyright © 2000; Norwegian Mapping Authority"

Portugal "Source: IgeoE – Portugal"

Spain "Información geográfica propiedad del CNIG"

Sweden "Based on electronic data © National Land Survey Sweden."

Switzerland "Topografische Grundlage: © Bundesamt für Landestopografie."

E. Distribution in Applicable Countries. Customer acknowledges that HERE has not obtained permission to distribute map data for the following countries in such applicable countries: Albania, Belarus, Kyrgyzstan, Moldova, and Uzbekistan. HERE may update this list from time to time. License rights granted to Customer under this TL with respect to Data for such countries are subject to Customer's compliance with all applicable laws and regulations, including but not limited to any required licenses or permits for distributing an Application including such Data in such applicable countries.

VI. Territory of Australia

A. Third-party notices. Any and all copies of the Data and/or packaging relating to it must include the applicable Third-Party Notices set out below and used as described below, according to the territory (or part thereof) included in such copy:

Copyright. Based on data licensed from PSMA Australia Limited (www.psma.com.au). The product includes data which is owned by © 20XX Telstra Corporation Limited, GM Holden Limited, Intelematics Australia Pty Ltd and Continental Pty Ltd.

B. Third-Party Notices for Australia. In addition to the above, the End User Terms for any Application containing RDS-TMC traffic codes for Australia must contain the following notice: "Product includes traffic codes which are © 20XX Telstra Corporation Limited and its licensors."

AT&T Vehicle Network Operator Telematics Disclosure

END USER, FOR PURPOSES OF THIS SECTION, MEANS YOU AND YOUR HEIRS, SUCCESSORS, ASSIGNS, AND LEGAL REPRESENTATIVES AND PERMITTED ASSIGNS. FOR PURPOSES OF THIS SECTION, "WIRELESS SERVICE CARRIER" INCLUDES ITS AFFILIATES AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, AND ASSIGNS. THE END USER HAS NO CONTRACTUAL RELATIONSHIP WITH THE WIRELESS SERVICE CARRIER, AND THE END USER IS NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN FORD AND THE WIRELESS SERVICE CARRIER. THE END USER UNDERSTANDS AND AGREES THAT THE WIRELESS SERVICE CARRIER HAS NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO THE END USER. IN NO EVENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, SHALL THE END USER'S SOLE REMEDY FOR CLAIMS ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OR INTERRUPTION OF SERVICES PROVIDED UNDER THIS AGREEMENT, BE LIMITED TO THE RECOVERY OF DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY THE END USER FOR SERVICES DURING THE TWO MONTHS PRECEDING THE DATE THE CLAIM AROSE.

(II) THE END USER AGREES TO INDEMNIFY AND HOLD HARMLESS THE WIRELESS SERVICE CARRIER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THIS AGREEMENT OR THE USE, NON-USE, OR INABILITY TO USE THE DEVICE, EXCEPT FOR CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CARRIER. THIS INDEMNIFICATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

(III) THE END USER HAS NO OWNERSHIP RIGHTS TO ANY NUMBER ASSIGNED TO THE DEVICE.

(IV) THE END USER UNDERSTANDS THAT FORD AND THE CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND ASSUMES NO LIABILITY FOR ANY LACK OF SECURITY WITH RESPECT TO THE USE OF THE SERVICES.

THE SERVICE IS INTENDED FOR USE ONLY BY [END USER], AND THE END USER MAY NOT RESELL THE SERVICE TO ANY OTHER PARTY. THE END USER UNDERSTANDS THAT THE WIRELESS SERVICE CARRIER DOES NOT GUARANTEE CONTINUOUS SERVICE OR COVERAGE FOR END USERS. THE WIRELESS SERVICE CARRIER DOES NOT GUARANTEE THAT END USERS WILL BE ABLE TO BE LOCATED BY THE SERVICE. THE WIRELESS SERVICE CARRIER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR EFFECTIVENESS WITH RESPECT TO ANY SERVICES OR GOODS. UNDER NO CIRCUMSTANCES SHALL AT&T BE LIABLE FOR ITS OWN NEGLIGENCE OR FOR ANY: (A) ACT OR OMISSION OF A THIRD PARTY; (B) ERRORS, OMISSIONS, INTERRUPTIONS, MISTAKES, TRANSMISSION FAILURES, DELAYS, OR DEFECTS IN SERVICES PROVIDED BY OR THROUGH THE WIRELESS SERVICE CARRIER; (C) DAMAGE OR HARM CAUSED BY SUSPENSION OR TERMINATION OF SERVICE BY THE WIRELESS SERVICE CARRIER; OR (D) DAMAGE OR INJURY CAUSED BY FAILURE OR DELAY IN CONNECTING A CALL TO ANY PARTY, INCLUDING 911 OR ANY OTHER EMERGENCY SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE END USER SHALL INDEMNIFY, DEFEND, AND HOLD THE WIRELESS SERVICE CARRIER HARMLESS FROM ANY AND ALL CLAIMS BY ANY PERSON OR ENTITY FOR DAMAGES OF ANY KIND ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, FROM SERVICES PROVIDED BY THE WIRELESS SERVICE CARRIER OR THEIR USE BY ANY PERSON, INCLUDING CLAIMS ARISING IN WHOLE OR IN PART FROM THE ALLEGED NEGLIGENCE OF THE WIRELESS SERVICE CARRIER.

VII. Territory of China

For Personal Use Only

You agree to use this Data together with [insert name of client application] solely for your personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing, or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to reproduce, copy, modify, decompile, disassemble, or reverse engineer any part of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions

Unless you have received specific permission from NAV2, and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communications with vehicles capable of vehicle navigation, vehicle positioning, vehicle dispatch, real-time route guidance, fleet management, or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless electronic or computing devices, including, but not limited to, cellular phones, palmtop computers, pagers, and personal digital assistants or PDAs. You agree to stop using this Data if you do not comply with these terms.

Limited Warranty

NAV2 warrants that (a) the Data will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any support services provided by NAV2 shall be substantially as described in the applicable written materials provided to you by NAV2, and NAV2 support engineers will make commercially reasonable efforts to solve any problem issue.

Customer Remedies

NAV2's and its suppliers' entire liability and your exclusive remedy shall be, at NAV2's option, either (a) return of the price paid, if any, or (b) repair or replacement of the Data that does not meet NAV2's Limited Warranty and that is returned to NAV2 with a copy of your receipt. This Limited Warranty is void if failure of the Data has resulted from accident, abuse, or misapplication. Any replacement Data will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these remedies nor any product support services offered by NAV2 are available without proof of purchase from an authorized international source.

No Other Warranties:

EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NAV2 AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of certain warranties, so the above exclusion may not apply to you.

Limitation of Liability:

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NAV2 AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, DEMAND, OR ACTION, REGARDLESS OF THE CAUSE OF THE CLAIM, DEMAND, OR ACTION, ALLEGING ANY LOSS, INJURY, OR DAMAGE, DIRECT OR INDIRECT, THAT MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN CONTRACT, TORT, OR UNDER WARRANTY, EVEN IF NAV2 OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NAV2 OR ITS SUPPLIERS' TOTAL LIABILITY UNDER CONTRACT EXCEED THE PRICE PAID. Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitation may not apply to you.

Export Control

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

IP Protection

The Data is owned by NAV2 or its suppliers and is protected by applicable copyright and other intellectual property laws and treaties. The Data is licensed, not sold, for use only.

Entire Agreement

These terms constitute the entire agreement between NAV2 (and its licensors, including their licensors and suppliers) and you relating to the subject matter herein and completely replace any and all prior agreements, written or oral, between us regarding such subject matter.

Governing Law.

The above terms and conditions shall be governed by the laws of the People's Republic of China, without regard to (i) conflict of law provisions, or (ii) the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded. Any dispute arising out of or in connection with the Data provided to you under this Agreement shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration.

Gracenote® Copyright

CD and music-related data from Gracenote, Inc., copyright ©

2000-2007 Gracenote. Gracenote Software, copyright © Gracenote, 2000–2007. This product and service may practice one or more of the following U.S. Patents: 5,987,525; 6,061,680; 6,154,773; 6,161,132; 6,230,192; 6,230,207; 6,240,459; 6,330,593, and other issued or pending patents. Some services are licensed under U.S. Patent 6,304,523 by Open Globe, Inc.

Gracenote and CDDB are registered trademarks of Gracenote. The Gracenote logo and logotype, and the "Powered by Gracenote" logo are trademarks of Gracenote.

Gracenote® End User License Agreement (EULA)

This device contains software from Gracenote, Inc., 2000 Powell Street, Emeryville, California 94608 ("Gracenote").

Gracenote software ("Gracenote Software") enables this device to perform disc and music file identification and to obtain music-related information, including name, artist, track, and title information ("Gracenote Data") from online servers ("Gracenote Servers") and to perform other functions. You may use Gracenote Data only by means of the end-user functions of this device for which it is intended. This device may contain content belonging to Gracenote's suppliers. If so, all restrictions set forth herein with respect to Gracenote Data also apply to such content, and such content suppliers are entitled to all benefits and remedies set forth herein available to Gracenote. You agree that you will use Gracenote Content ("Gracenote Content"), Gracenote Data, Gracenote Software, and Gracenote Servers only for your personal, non-commercial use. You agree not to assign, copy, transfer, or transmit Gracenote Content, Gracenote Software, or any Gracenote Data (except for the tag associated with a music file) to any third party. YOU AGREE NOT TO USE OR EXPLOIT GRACENOTE CONTENT, GRACENOTE DATA, GRACENOTE SOFTWARE, OR GRACENOTE SERVERS, EXCEPT AS EXPRESSLY PERMITTED HEREIN.

You agree that your non-exclusive licenses to use Gracenote Content, Gracenote Data, Gracenote Software, and Gracenote Servers will be terminated if you violate these restrictions. If your licenses are terminated, you agree to stop any use of Gracenote Content, Gracenote Data, Gracenote Software, and Gracenote Servers.

Gracenote retains all rights to Gracenote Data, Gracenote Software, Gracenote Servers, and Gracenote Content, including all ownership rights. Under no circumstances will Gracenote be liable for any payment to you for any information you provide, including any copyrighted materials or music file information. You agree that Gracenote may enforce its rights, collectively or individually, under this Agreement against you directly in its own name.

Gracenote uses a unique identifier to track queries for statistical purposes. The purpose of a randomly assigned numeric identifier is to allow Gracenote to count queries without knowing who you are. For more information, see the Gracenote Privacy Policy at www.gracenote.com.

THE GRACENOTE SOFTWARE, EACH ITEM OF GRACENOTE DATA, AND THE GRACENOTE CONTENT ARE LICENSED TO YOU "AS IS." GRACENOTE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OF ANY GRACENOTE DATA FROM GRACENOTE SERVERS OR GRACENOTE CONTENT. GRACENOTE RESERVES THE RIGHT, COLLECTIVELY AND INDIVIDUALLY, TO DELETE DATA AND/OR CONTENT FROM THE APPLICABLE SERVERS OR TO CHANGE DATA CATEGORIES FOR ANY REASON THAT GRACENOTE DEEMS SUFFICIENT. NO WARRANTY IS MADE THAT GRACENOTE CONTENT, GRACENOTE SOFTWARE, OR GRACENOTE SERVERS ARE ERROR-FREE, OR THAT GRACENOTE SOFTWARE OR GRACENOTE SERVERS WILL BE UNINTERRUPTED. GRACENOTE IS NOT OBLIGATED TO PROVIDE YOU WITH ANY ADVANCED OR ADDITIONAL DATA TYPES THAT GRACENOTE MAY PROVIDE IN THE FUTURE AND MAY DISCONTINUE ITS ONLINE SERVICES AT ANY TIME. GRACENOTE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GRACENOTE DOES NOT WARRANT THE RESULTS THAT WILL BE OBTAINED FROM YOUR USE OF THE GRACENOTE SOFTWARE OR ANY GRACENOTE SERVER. UNDER NO CIRCUMSTANCES WILL GRACENOTE BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES, FOR ANY REASON. © Gracenote 2007.

Radio Frequency Statement

FCC ID: ACJ-SYNCG3-L

IC: 216B-SYNCG3-L

This device complies with Part 15 of the FCC Rules and RSS-210 of Industry Canada. Operation is subject to the following two conditions:

(1) This device may not cause harmful interference, and

(2) this device must accept any interference received, including interference that may cause undesired operation.

The antenna used for this transmitter must not be co-located or operated in conjunction with any other antenna or transmitter.

Taiwan Territory

Article 12: For approved and certified low-power radio frequency devices, companies, firms, or users must not change the frequency, increase the power, or change the characteristics and functions of the original design without permission.

Article 14: The use of low-power radio frequency devices must not affect aviation safety or interfere with legal telecommunications. If interference is detected, stop using the device immediately and resume use only after confirming that there is no further interference. Low-power radio frequency devices must withstand interference from legal telecommunications and wireless communication equipment, industrial, scientific, and radio wave equipment.

SUNA TRAFFIC CHANNEL – TERMS AND CONDITIONS

By activating, using, and/or accessing the SUNA Traffic Channel, SUNA Predictive, or other content or materials provided by Intelematics (collectively, SUNA Products and/or Services), you must accept certain terms and conditions. The following is a brief summary of the terms and conditions that apply to you. For the full terms and conditions governing your use of SUNA Products and/or Services, see:

Website www.sunatraffic.com.au/termsandconditions/

1. Acceptance

By using SUNA Products and/or Services, you are deemed to have accepted and agreed to comply with the terms and conditions fully detailed at:

Website www.sunatraffic.com.au/termsandconditions/

2. Intellectual Property

SUNA Products and/or Services are intended for your personal use. You may not record or retransmit content, or use content in connection with any other traffic information service or route navigation service or device not approved by Intelematics. You do not acquire any ownership of any intellectual property rights (including copyright) in the data used to provide SUNA Products and/or Services.

3. Proper Use

The SUNA Products and/or Services are intended to assist in managing your personal vehicle and planning trips, and do not provide complete or accurate information about all conditions. In some cases, you may experience additional delays as a result of using the SUNA Products and/or Services. You acknowledge that they are not intended or suitable for use in applications where arrival time or direction of travel could affect the safety of others or yourself.

4. Use of SUNA Products and Services While Driving

You and other authorized drivers of the vehicle in which SUNA Products and/or Services are available or installed and active are always responsible for complying with all applicable laws and safe driving regulations. In particular, you agree to actively use the SUNA Products and/or Services only when the Vehicle is completely stopped and it is safe to do so.

5. Service Continuity and SUNA Traffic Channel Reception

We will make reasonable efforts to provide the SUNA Traffic Channel 24 hours a day, 365 days a year. The SUNA Traffic Channel may occasionally be unavailable due to technical reasons or scheduled maintenance. We will try to perform maintenance from time to time when traffic congestion is light. We reserve the right to withdraw the SUNA Products and/or Services at any time.

We also cannot guarantee uninterrupted reception of the SUNA Traffic Channel RDS-TMC signal at any specific location.

6. Limitation of Liability

Neither Intelematics nor its suppliers or the manufacturer of your device (collectively, "Suppliers") shall be liable to you or any third party for any damages, whether direct, indirect, incidental, consequential or otherwise arising from the use of or inability to use the SUNA Products and/or Services, even if Intelematics or a Supplier has been advised of the possibility of such damages. You also acknowledge that neither Intelematics nor any Supplier guarantees or makes any warranty regarding the availability, accuracy or completeness of the SUNA Products and/or Services, and, to the extent permitted by law, Intelematics and each Supplier disclaim any warranties that might otherwise be implied by any state or federal law with respect to the SUNA Products and/or Services.

7. Notice

Great care has been taken in preparing this manual. Continuous product development may mean that some information is not entirely up to date. The information in this document is subject to change without prior notice.