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 or owned by Ford Motor Company and its affiliates ("FORD MOTOR COMPANY"). The 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 interface and/or communicate with, or may later be updated to interface and/or communicate with, additional software and/or systems provided by FORD MOTOR COMPANY.

IF YOU DO NOT AGREE TO 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 EULA grants you the following license:

• You may use the SOFTWARE as installed on the DEVICES and as otherwise interfaced with systems and/or services provided by or through FORD MOTOR COMPANY or its third-party software and service providers.

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 are responsible for supervising any speech recognition function included in the system.
• Restrictions on Reverse Engineering, Decompilation, and Disassembly: You may not reverse engineer, decompile, translate, disassemble, or attempt to discover any source code or underlying ideas or algorithms of the SOFTWARE, and you may not permit others to reconstruct, 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 the license terms governing any open source components included with 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 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 the license terms governing any open source components included in the SOFTWARE.
• Single End User License Agreement: The end user documentation for the DEVICES and associated systems and services may contain multiple license agreements, such as multiple translations and/or multiple media versions (for example, in the user documentation and in the program). Even if you receive multiple 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 EULA only as part of a sale or transfer of the DEVICES, provided that you do not retain copies, you transfer all of the SOFTWARE (including all component parts, media, 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 EULA if you fail to comply with the terms of this EULA.
• Internet Services Components: The SOFTWARE PRODUCT may contain 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 upgrades or supplements to the SOFTWARE PRODUCT, which may be automatically downloaded to your DEVICE.
• Additional Software/Services: The SOFTWARE PRODUCT may permit FORD MOTOR COMPANY, third-party software and service providers, their affiliates and/or its designated agent to provide or make available to you SOFTWARE PRODUCT updates, add-ons, or additional components or Internet Services 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 result in additional wireless service provider charges. If FORD MOTOR COMPANY or third-party software and service providers provide or make available to you Additional Components and no other end user license terms are provided with the Additional Components, the terms of this EULA shall apply. FORD MOTOR COMPANY, its affiliates and/or its designated agent reserves the right to discontinue, without any liability, any Internet Services provided to you or made available to you through the use of the SOFTWARE PRODUCT.
• Links to Third-Party Sites: The SOFTWARE PRODUCT may provide you with the ability to link to third-party sites. Third-party sites 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 sites, any links contained in third-party sites, or any changes or updates to third-party sites, or (ii) webcasting or any other form of transmission received from any third-party sites. If the SOFTWARE PRODUCT provides links to third-party sites, those links are provided to you only as a convenience, and the inclusion of any link does not imply an endorsement of the third-party site by FORD MOTOR COMPANY, its affiliates and/or its designated agent.
• Responsibility to Operate the Vehicle Safely: You acknowledge your responsibility to drive safely and pay attention to the road. You will read and observe the DEVICE owner's manual, especially with regard to safety, and you agree to assume any risk associated with the use of the DEVICE.

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

INTELLECTUAL PROPERTY RIGHTS: All title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animation, 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 use of 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 right to use such content outside of its intended use. All rights not specifically granted under this EULA are reserved by FORD MOTOR COMPANY, its affiliates, and third-party software and service providers and suppliers. Use of any online service accessed through the SOFTWARE PRODUCT may be subject to the respective terms of use applicable to such services. If the SOFTWARE PRODUCT contains documentation that is 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 export from the United States and the European Union. 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 the U.S. and other governments.

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

PRODUCT SUPPORT: Please refer to the FORD MOTOR COMPANY instructions included in the support documentation for DEVICES, such as the vehicle owner's manual.

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

Limitation of Liability for 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 FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THERE ARE NO WARRANTIES 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 instructions and safety information provided in this End User Guide ("User Guide"). Failure to follow the precautions listed in the User Guide may result in an accident or other serious injury.

General Operation

• Voice Control: Certain 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 safely and legally before attempting to access a system function that requires extended attention.
• Volume Setting: Do not raise the volume excessively. Keep the volume at a level where you can still hear outside traffic and emergency sirens while driving. Driving while unable to hear these sounds may cause an accident.
• Navigation Features: Any navigation features included in the system are designed to provide turn-by-turn instructions to help you reach your desired destination. Please ensure that all persons using this system carefully read and follow the safety information in full.
• Distraction Hazard: Any navigation features may require manual (non-voice) setup. Attempting to perform such setup or enter data while driving may distract your attention and may cause an accident or other serious injury. Stop the vehicle safely and legally before attempting these operations.

Use Your Judgment: Any navigation features are provided only as an aid. Make driving decisions based on your observations of local conditions and existing traffic regulations. No such feature replaces your personal judgment. Any route suggestions made by this system must never replace any local traffic laws or your personal judgment or knowledge of safe driving practices.

Route Safety: Do not follow a suggested route if it leads 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 is ultimately responsible for the 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 due to 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 emergency services. Ask local authorities or an emergency services operator for these locations. Not all emergency services, such as police stations, fire departments, hospitals and clinics, are likely to be included in the map database for such navigation features.

Your Responsibilities and Assumptions of Risk

• You agree to each of the following conditions: (a) Any use of the SOFTWARE while driving a vehicle or other means of transportation in violation of applicable laws, or otherwise in an unsafe manner, presents a significant risk of distracted driving and should never be attempted under any circumstances; (b) Use of the SOFTWARE at excessive volume presents a significant risk of hearing damage and should 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 may potentially cause a critical failure of the operating system, third-party software, or third-party service; (d) Any third-party service accessed using third-party software or third-party programs used with the SOFTWARE (i) may charge additional access fees, (ii) may not work properly, continuously, or error-free, (iii) may change streaming formats or cease operation, (iv) may contain adult, indecent, or offensive content; and (v) may contain inaccurate, false, or misleading traffic, weather, financial, or safety information or other content; and (e) Use of the SOFTWARE may result in additional charges from your wireless service provider (WSP). Any data or minute calculators that may be included in the SOFTWARE are provided for reference only and are in no way guaranteed and must not be relied upon.
• By using the PROGRAM, you agree to assume responsibility and accept all risk with respect to the items specified 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, ANY THIRD-PARTY SOFTWARE, AND 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, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE 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) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD-PARTY SERVICES, (b) THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD-PARTY SERVICES WILL MEET YOUR REQUIREMENTS, (c) THAT THE 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 PROVIDED BY FORD MOTOR COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE 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 EXCLUSION MAY NOT FULLY APPLY TO YOU. THE ONLY WARRANTY PROVIDED BY FORD MOTOR COMPANY IS CONTAINED IN THE WARRANTY INFORMATION INCLUDED WITH YOUR VEHICLE OWNER'S MANUAL. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS SECTION AND THE WARRANTY BOOKLET, THE WARRANTY BOOKLET SHALL CONTROL.

Governing Law, Venue, Jurisdiction

The laws of the State of Michigan govern this End User License Agreement and your use of the SOFTWARE. Your use of the SOFTWARE may also be subject to other local, state, national, or international laws. Any legal proceedings arising out of or in connection with this End User License Agreement shall be brought and contained exclusively in the state courts of the State 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 courts of the State of Michigan located in Wayne County and the United States District Court for the Eastern District of Michigan for any dispute arising out of or in connection with this EULA.

Mandatory Arbitration and Class Action Waiver

1. Scope. This section applies to any dispute, EXCEPT THAT IT DOES NOT INCLUDE A DISPUTE RELATING TO INFRINGEMENT OF COPYRIGHT OR TO THE APPLICATION OR VALIDITY OF YOUR, FORD MOTOR COMPANY'S, OR ANY OF FORD MOTOR COMPANY'S LICENSORS' INTELLECTUAL PROPERTY RIGHTS. Dispute means any claim, action or other controversy between you and FORD MOTOR COMPANY, other than the exclusions listed above, concerning the SOFTWARE (including its price) or this End-User License Agreement, whether based on contract, warranty, tort, statute, regulation, ordinance or any other legal or equitable basis.
2. Notice of Dispute. In the event of a Dispute, you or FORD MOTOR COMPANY must send the other party a "Notice of Dispute," which is a written statement containing 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 negotiation within 60 days from the date the Notice of Dispute is sent. After 60 days, you or FORD MOTOR COMPANY may commence arbitration.
3. Small Claims Court. You may also resolve any Dispute in small claims court in your county of residence or FORD MOTOR COMPANY's principal place of business, if the Dispute meets all requirements to be heard in small claims court. You may pursue a small claims action whether or not you first engaged in informal negotiations.
4. Mandatory Arbitration. If you and FORD MOTOR COMPANY do not resolve any Dispute through informal negotiation or in small claims court, any other efforts to resolve the Dispute will be conducted exclusively by binding arbitration. You waive any right to a jury trial or to participate as a plaintiff or class member in any lawsuit in court before a judge or jury. 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 award.
5. 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 litigation will not be consolidated with any other without the prior written consent of all parties to all affected arbitrations or proceedings.
6. Arbitration Procedure. Any arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If you are an individual and use the SOFTWARE for personal or household use or use in your 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 Supplementary Procedures for Consumer-Related Disputes will also apply. To begin arbitration, file a Demand for Arbitration form with the AAA under the Commercial Arbitration Rules. You may request a telephone or in-person hearing under AAA rules. For a dispute 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, see adr.org or call 1-800-778-7879. You agree to commence arbitration only in your county of residence or FORD MOTOR COMPANY's principal place of business. The arbitrator may award you the same damages individually that a court could award. The arbitrator may award declaratory or injunctive relief only in your favor and only to the extent necessary to provide relief for your individual claim.
7. Arbitration Fees and Awards.
   1. Disputes for $75,000 or less. FORD MOTOR COMPANY will promptly reimburse your filing fees and pay the AAA's and arbitrator's fees and costs. If you reject FORD MOTOR COMPANY's last written settlement offer made before an arbitrator is appointed ("last written offer"), your Dispute proceeds to an arbitrator's decision (called an "award"), and the arbitrator awards you more than the last written offer, FORD MOTOR COMPANY will give you three incentives: (1) pay the greater of the award or $1,000; (2) pay twice the reasonable attorneys' fees, if any; and (3) reimburse any expenses (including expert witness fees and expenses) that your attorney reasonably incurred in investigating, preparing, and pursuing your claim in arbitration. The arbitrator will determine the amounts.
   2. Disputes involving more than $75,000. The AAA's rules will govern payment of filing fees and the AAA's and arbitrator's fees and expenses.
   3. Disputes of any amount. In any arbitration you commence, FORD MOTOR COMPANY will seek reimbursement of its AAA or arbitrator fees and expenses only if the arbitrator finds the arbitration frivolous or brought for an improper purpose. In any arbitration FORD MOTOR COMPANY commences, it will pay all AAA and arbitrator filing, administration, and hearing fees and expenses. It will not seek its attorney fees or expenses from you in any arbitration. Fees and expenses are not considered in determining how much a Dispute involves.
8. Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute under this End User License Agreement 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 when the claim or dispute can first be filed. If such claim or dispute is not filed within one year, it is permanently barred.
9. Severability. If the Class Action Waiver (Section e) is found to be illegal 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 will be severed and submitted to a court of law, and the remaining parts will be heard in arbitration. If any other provision of this part of Section e is found to be illegal or unenforceable, that provision will be severed from the remainder of Section e and will remain in full force and effect.

TeleNav Software End User License Agreement

Please read these terms carefully before using the TeleNav Software. Your use of the TeleNav Software indicates that you accept these terms and conditions. If you do not accept these terms, do not break the package seal, launch, or otherwise use the TeleNav Software. TeleNav may revise this Agreement and the Privacy Policy at any time, with or without notice to you. You agree to visit http://www.telenav.com from time to time to review the then-current version of this Agreement and the Privacy Policy.

1. 1
   Safe and Lawful Use

   You acknowledge that paying attention to the TeleNav Software may present 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 when using the TeleNav Software:

   1. obey all traffic laws and other rules and drive carefully;
   2. use your own judgment while driving. If you feel that a route suggested by the TeleNav Software directs you to make an unsafe or illegal maneuver, places you in an unsafe situation, or directs you into an area you consider unsafe, do not follow such instructions;
   3. do not enter destinations or otherwise manipulate the TeleNav Software unless your vehicle is stopped and parked;
   4. do not use the TeleNav Software for any unlawful, unauthorized, inadvertent, unsafe, hazardous, or illegal purposes, or in any manner inconsistent with this Agreement;
   5. 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 prevent the deployment of any safety device (such as an airbag).

   You agree to indemnify and hold TeleNav harmless from all 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. 2
   Account Information

   You agree: (a) when registering for the TeleNav Software, to provide TeleNav with truthful, 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. 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 expressly permitted below in connection with your permanent transfer of the TeleNav software license), without the right to sublicense, to use the TeleNav Software (in object code form only) to access and use the TeleNav Software. This license terminates upon any termination or expiration of this Agreement. You agree that you will use the TeleNav Software only for personal business or entertainment purposes, and not to provide commercial navigation services to third parties.

   1. License Restrictions
      1. reverse engineer, decompile, disassemble, translate, modify, adapt, or otherwise alter the TeleNav Software or any part thereof;
      2. attempt to obtain the source code, audio library, or structure of the TeleNav Software without the prior express written consent of TeleNav;
      3. remove from the TeleNav Software or alter any of the TeleNav products or trademarks, trade names, vendor logos, patent or copyright notices, or other notices or markings;
      4. 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, rights of publicity or privacy, or other rights of any party;

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

      III. Is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; and (f) rent, lease, or otherwise allow unauthorized access to the TeleNav software by third parties without the prior written permission of TeleNav.

4. 4
   Disclaimer

   • To the maximum extent permitted by applicable law, under no circumstances shall TeleNav, its licensors and suppliers, or any of their respective agents or employees be liable for any decision made or action taken by you or anyone else in reliance on information provided by the TeleNav Software. TeleNav also does not guarantee the accuracy of the map or other data used by 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 assume all risk arising from 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 functionality of the TeleNav Software are not designed to support such high-risk applications, particularly in more remote geographic areas.
   • TELENAV EXPRESSLY DISCLAIMS ALL LIABILITY AND ALL WARRANTIES RELATING TO THE TELENAV SOFTWARE, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, USAGE OR 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. 5
   Limitation of Liability

   • TO THE EXTENT PERMITTED BY APPLICABLE LAW, TELENAV AND ITS LICENSORS AND SUPPLIERS SHALL NOT 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 ANY DAMAGES THAT YOU MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), THE ENTIRE LIABILITY OF TELENAV AND ALL OF TELENAV'S 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. 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 independent 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 arbitrator's award 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 waive your right to a jury trial. This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws principles. To the extent judicial action is necessary in connection with mandatory 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 shall not apply.
7. 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 provided that the new user of the TeleNav Software agrees to be bound by the terms and conditions of this Agreement. Any such sale, assignment, or transfer not expressly permitted by this paragraph shall result in immediate termination of this Agreement without liability to TeleNav, and in such case you and all other parties must immediately cease any use of the TeleNav Software. Notwithstanding the foregoing, TeleNav may assign this Agreement to any other party at any time without notice, provided that the assignee remains bound by this Agreement.
8. 8
   Miscellaneous

   1. This Agreement constitutes the entire agreement between TeleNav and you with respect to the subject matter of this Agreement.
   2. Except for the limited licenses expressly granted in this Agreement, TeleNav retains all right, title and interest in and to the TeleNav Software, including without limitation all related intellectual property rights. No licenses or other rights are intended or shall be granted or deemed granted by implication, estoppel or otherwise, other than those expressly granted in this Agreement, and TeleNav and its suppliers and licensors hereby reserve all of their respective rights.
   3. By using the TeleNav Software, you consent to receive from TeleNav all communications, including notices, agreements, legally required disclosures or other information related to the TeleNav Software (collectively, "Notices") in electronic form. TeleNav may provide such Notices by posting them on the TeleNav Website or by downloading such Notices to your wireless device. If you wish to withdraw your consent to receive Notices electronically, you must stop using the TeleNav Software.
   4. The failure of TeleNav or you to enforce any provision shall not affect the right of that party to require performance at any time thereafter, and the 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.
   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.
   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 rather shall be deemed to be followed by the words "without limitation".
9. 9
   Third-Party Supplier Terms

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

   1. End User Terms Required by HERE North America, LLC

      The Data ("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 you agree to on the one hand, and Telenav ("Telenav") and its licensors (including their licensors and suppliers) on the other hand.

      © 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 USPS: United States Postal Service, USPS, and ZIP+4. Data for Mexico includes certain data from Instituto Nacional de Estadística y Geografía.

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

      The Data ("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 you agree to on the one hand, and NAV2 (Shanghai) Co., Ltd ("NAV2") and its licensors (including their licensors and suppliers) on the other hand. 20XX. All rights reserved.

Terms and Conditions

Permitted Use. You agree to use this Data together with the TeleNav Software solely for the internal business and personal 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 agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works 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. In addition, unless you have specific 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 electronic devices or wireless-connected computer devices, including but not limited to cellular phones, palmtop computers and pocket 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 warranties, representations or guarantees 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 ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some states, territories and countries do not allow certain exclusions from warranties, so the above exclusion may not apply to you.

Limitation of Liability: TELENAV AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, DEMAND OR ACTION, REGARDLESS OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION, FOR 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 OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A 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 the above may not apply to you.

Export Control. You may not export from anywhere any part of the Data or any direct product thereof, except in accordance with, and with all licenses and approvals required under, applicable export laws, rules and regulations, including but not limited to the laws, rules and regulations administered by the U.S. Department of State Office of Foreign Assets Control and the U.S. Department of Commerce Bureau of Industry and Security. To the extent such export laws, rules or regulations prohibit HERE from fulfilling any of its obligations under this Agreement to supply or distribute the Data, such failure will be justified and will not constitute a breach of this Agreement.

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

Governing Law. The above terms and conditions are governed by the laws of the State of Illinois [insert "the Netherlands" where European HERE Data 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 HERE Data is used] for all disputes, claims and actions arising from or relating to 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 "commercial item" as that term is defined in 48 C.F.R. ("FAR") 2.101, licensed under these Terms for the End User, and each copy of the Data delivered 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 herein, the contracting officer, federal government agency or any federal official must notify HERE before seeking additional or alternative rights to the Data.

1. 1
   US/Canada Territory

   1. US Data. The End User Terms for any Application containing Data for the United States must contain 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."

   2. Canada 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 its use of Third Party Data is subject to the following provisions:
         1. Disclaimer: Third-party data is licensed on an "as is" basis. The licensors of such data, including Her Majesty the Queen, Canada Post Corporation and NRCan, make no representations, warranties or guarantees with respect to such data, whether express or implied, arising by law or otherwise, including but not limited to fitness for a particular purpose, completeness, accuracy, or merchantability.
         2. Limitation of liability: Third Party Data Licensors, including Her Majesty the Queen, Canada Post Corporation and NRCan, shall not be liable: (i) for any claims, demands or actions, regardless of the nature of the cause of the claim, demand or action, alleging any loss, injury or damages, direct or indirect, that may result from the use or possession of such Data; or (ii) in any way for loss of revenue or profit, or any other indirect damages of any kind arising from any defect in the Data.
      2. Copyright notice: In connection with each copy of all or any part of the Data for the territory of Canada, the Client shall display prominently after the copyright notice at least one of the following: (i) a label on the storage medium of the copy; (ii) the packaging of the copy; or (iii) other materials packaged with the copy, such as user manuals or end-user license agreements: "These data include 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. All rights reserved."
      3. End-user terms: Unless otherwise agreed by the parties, in connection with the provision of any part of the Data for the territory of Canada to End Users who may be authorized under the Agreement, the Client shall provide such End Users, in a reasonable time and in a conspicuous manner, with terms (set out together with other end-user terms required to be provided under the Agreement or as otherwise provided by the Client) that shall include the following provisions on behalf of third-party data licensors, including Her Majesty the Queen, Canada Post Corporation 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 representations, warranties or guarantees with respect to such data, whether express or implied, arising by law or otherwise, including but not limited to fitness for a particular purpose, completeness, accuracy, or merchantability. 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, alleging any loss, injury or damages, direct or indirect, that may result from the use or possession of the data. The licensors, including Her Majesty, Canada Post and NRCan, shall in no event be liable for loss of revenue or profit, or any other indirect damages of any kind arising from any defect in the data.

         The End User shall indemnify and hold harmless the licensors, including Her Majesty the Queen, Canada Post Corporation and NRCan, and their officers, 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 any loss, cost, expense, damage or injury (including injury resulting in death) arising from the use or possession of 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 with or contradicts any other provision of the Agreement, the provisions of this section shall prevail.
2. 2
   Latin America Territory

   1. Third-party notices. Any and all copies of the Data and/or packaging relating thereto must include the applicable Third-Party Notices for the Parties set out below and used as described below, for the applicable Territory (or part thereof) included in such copy:

      

3. 3
   Middle East Territory

   1. Third-party notices. Any and all copies of the Data and/or packaging relating thereto must include the applicable Third-Party Notices for the Parties set out below and used as described below, for the applicable Territory (or part thereof) included in such copy:

      

   2. Jordan Data. The Client and its permitted sublicensees (if any) are prohibited from licensing and/or otherwise distributing HERE database for the country of Jordan ("Jordan Data") for use in Enterprise Applications to (i) non-Jordanian organizations for use of Jordan Data exclusively in Jordan or (ii) clients from Jordan. In addition, the Client, its permitted sublicensees (if any) and End Users are prohibited from using Jordan Data in Enterprise Applications if such party is (i) a non-Jordanian legal entity using Jordan Data exclusively in Jordan or (ii) a Client from Jordan. For purposes of the foregoing, "Enterprise Applications" means geomarketing applications, GIS applications, mobile business asset management applications, call center applications, telematics applications, public organization Internet applications, or geocoding services.
4. 4
   European Territory

   1. Use of certain traffic regulations in Europe
      1. General Restrictions Applicable to Traffic Codes. The Customer acknowledges and agrees that in certain countries of the European Territory, the Customer will need to obtain rights directly from third-party suppliers of RDS-TMC traffic codes in order to obtain and use traffic codes in the Data and deliver them to End Users in any Transaction arising from or based on such Traffic Codes. For such countries, HERE delivers Data including traffic codes to the Customer only after receiving a certificate from the Customer confirming that it has obtained such rights.
      2. Display of Third-Party Rights for Belgium. For each Transaction using Traffic Codes for Belgium, the Customer must display the following notice to the End User: "Traffic codes for Belgium are provided by the Ministry of the Flemish Community and the Ministry of Equipment and Transport."
   2. Paper Maps. With respect to any license granted to the Customer for the manufacture, sale or distribution of paper maps (i.e., maps fixed on paper or paper media): (a) such license with respect to Data for the territory of the United Kingdom is subject to the Customer entering into and complying with a separate written agreement with Ordnance Survey ("OS") to create and sell paper maps, the Customer paying OS any applicable paper map royalties, and the Customer complying with OS's copyright notice requirements; (b) such license to sell or otherwise distribute for a fee with respect to Data for the territory of the Czech Republic is subject to obtaining the prior written consent of Kartografie a.s.; (c) such license to sell or distribute with respect to Data for the territory of Switzerland is subject to obtaining permission from the Bundesamt für Landestopografie of Switzerland; (d) the Customer is prohibited from using Data for the territory of France to create paper maps at scales from 1:5,000 to 1:250,000; and (e) the Customer is restricted from using any Data to create, sell or distribute paper maps identical or substantially similar in terms of data content and specific use of colors, symbols and scale to paper maps published by European national mapping agencies, including without limitation the Landesvermessungsämter of Germany, the Topografische Dienst of the Netherlands, the Institut National Géographique of Belgium, the Bundesamt für Landestopografie of Switzerland, the Bundesamt für Eich- und Vermessungswesen of Austria, and the National Land Survey of Sweden.
   3. OS Enforcement. Notwithstanding Section IV(B) above, with respect to Data for the territory of the United Kingdom, the Customer acknowledges and agrees that Ordnance Survey ("OS") may directly enforce against the Customer compliance with the OS copyright notice (see Section IV(D) below) and paper map requirements (see Section IV(B) above) contained in this Agreement.
   4. Third-party notices. Any and all copies of the Data and/or packaging relating thereto must include the applicable Third-Party Notices for the Parties set out below and used as described below, for the applicable Territory (or part thereof) included in such copy:

      

      

      

   5. Distribution in Applicable Countries. The 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. The license rights granted to the Customer under this TL with respect to Data for such countries are subject to the Customer's compliance with all applicable laws and regulations, including, without limitation, any licenses or permits necessary to distribute the Application including such Data in such applicable countries.
5. 5
   Territory of Australia

   1. Third Party Notices. Any and all copies of the Data and/or packaging relating to it must include the applicable Third Party Notices for Parties set out below and used as described below, corresponding 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 © 20XX Telstra Corporation Limited, GM Holden Limited, Intelematics Australia Pty Ltd and Continental Pty Ltd.
   2. 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: "The Product includes traffic location codes which are © 20XX Telstra Corporation Limited and its licensors."

   AT&T Vehicle Network Operator Telematics Disclosure

   FOR THE PURPOSES OF THIS SECTION, END USER MEANS YOU AND YOUR HEIRS, EXECUTORS, LEGAL REPRESENTATIVES AND PERMITTED ASSIGNS. FOR THE PURPOSES OF THIS SECTION, "UNDERLYING 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 UNDERLYING WIRELESS SERVICE CARRIER AND THE END USER IS NOT A THIRD-PARTY BENEFICIARY OF THE AGREEMENT BETWEEN FORD AND THE UNDERLYING CARRIER. THE END USER UNDERSTANDS AND AGREES THAT THE UNDERLYING CARRIER HAS NO LEGAL, EQUITABLE OR OTHER LIABILITY OF ANY KIND TO THE END USER. IN NO EVENT, REGARDLESS OF THE FORM OF ACTION FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, SHALL THE END USER'S EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OR DISRUPTION OF THE SERVICE 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 THE SERVICE DURING THE TWO-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

   (ii) END USER AGREES TO INDEMNIFY AND HOLD HARMLESS THE WIRELESS SERVICE AND ITS OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, LIBEL, OR ANY 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 TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE UNDERLYING CARRIER. THIS INDEMNIFICATION SURVIVES TERMINATION OF THIS AGREEMENT.

   (iii) END USER HAS NO OWNERSHIP RIGHT IN ANY NUMBER ASSIGNED TO THE DEVICE.

   (iv) END USER UNDERSTANDS THAT FORD AND THE CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSION AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATED TO THE USE OF THE SERVICE. THE SERVICE IS INTENDED FOR USE BY [END USER] ONLY AND END USER MAY NOT RESELL THE SERVICE TO ANY OTHER PARTY. END USER UNDERSTANDS THAT THE UNDERLYING CARRIER DOES NOT GUARANTEE TO ANY END USER CONTINUOUS SERVICE OR COVERAGE. THE UNDERLYING CARRIER DOES NOT GUARANTEE THAT END USERS WILL BE ABLE TO BE LOCATED USING THE SERVICE. THE UNDERLYING CARRIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, 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, REGARDLESS OF ITS OWN NEGLIGENCE, FOR ANY: (A) ACT OR OMISSION OF THIRD PARTIES; (B) ERRORS, OMISSIONS, INTERRUPTIONS, MISTAKES, TRANSMISSION FAILURES, DELAYS, OR DEFECTS IN SERVICE PROVIDED BY OR THROUGH THE UNDERLYING CARRIER; (C) DAMAGE OR INJURY CAUSED BY OUTAGE OR DISCONTINUANCE OF THE UNDERLYING CARRIER'S SERVICE; OR (D) DAMAGE OR INJURY DUE TO FAILURE OR DELAY IN CONNECTING A CALL TO ANY ENTITY, INCLUDING 911 OR ANY OTHER EMERGENCY SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, END USER RELEASES, INDEMNIFIES, AND HOLDS HARMLESS THE UNDERLYING CARRIER FROM AND AGAINST ANY AND ALL CLAIMS OF ANY PERSON OR ENTITY FOR DAMAGES OF ANY NATURE ARISING IN ANY WAY FROM OR RELATING DIRECTLY OR INDIRECTLY TO THE SERVICES PROVIDED BY THE UNDERLYING CARRIER OR THEIR USE BY ANY PERSON, INCLUDING CLAIMS ARISING IN WHOLE OR IN PART FROM THE ALLEGED NEGLIGENCE OF THE UNDERLYING CARRIER.

6. 6
   Territory of China

   For Personal Use Only

   You agree to use this Data together with [insert name of client application] solely for personal, non-commercial purposes for which you were licensed, and not for a service bureau, time-sharing, or other similar purposes. Accordingly, 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) store 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 otherwise 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

   Except where you have been specifically licensed by 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 communication with vehicles capable of vehicle navigation, positioning, dispatching, real-time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or electronic device or wireless-connected computer device, including but not limited to cellular phones, palmtop computers, pocket 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 issues.

   Customer Remedies

   The entire liability of NAV2 and its suppliers 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 Limited Warranty and that is returned to NAV2 with a copy of your receipt. This Limited Warranty is void if the 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 DESCRIBED ABOVE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NAV2 AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Certain warranty exclusions are not permitted under applicable law; therefore, to the extent 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 NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION, FOR 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 OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR 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. UNDER NO CIRCUMSTANCES SHALL THE CONTRACTUAL LIABILITY OF NAV2 OR ITS SUPPLIERS EXCEED THE PRICE PAID. Certain liability exclusions are not permitted under applicable law; therefore, to the extent the above exclusion may not apply to you.

   Export Control

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

   IP Protection

   The Data belongs to NAV2 or its suppliers and is protected by applicable copyright and other intellectual property laws and treaties. The Data is provided under a license for use only, not for sale.

   Entire Agreement

   These terms constitute the entire agreement between NAV2 (and its licensors, including their licensors and suppliers) and you with respect to the subject matter, and supersede in their entirety any written or oral agreements previously existing between us with respect to such subject matter.

   Governing Law.

   The above terms shall be governed by the laws of the People's Republic of China, 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. 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 © 2000-2007 Gracenote. 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 patents issued or pending. Some services are provided under license from Open Globe, Inc. for U.S. Patent 6,304,523.

   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").

   The software from Gracenote (the "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 intended end-user functions of this device. This device may contain content belonging to Gracenote 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 that are available to Gracenote. You agree that you will use Gracenote Content ("Gracenote Content"), Gracenote Data, Gracenote Software and Gracenote Servers for your personal, non-commercial use only. You agree not to assign, copy, transfer or transmit Gracenote Content, Gracenote Software or any Gracenote Data (other than 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 terminate if you violate these restrictions. If your licenses terminate, you agree to cease all use of Gracenote Content, Gracenote Data, Gracenote Software and Gracenote Servers.

   Accordingly, Gracenote retains all rights in the Gracenote Data, the Gracenote Software, the Gracenote Servers and the Gracenote Content, including all proprietary rights therein. Under no circumstances shall Gracenote be responsible for any payment to you for any information that you provide, including any copyrighted material or music file information. You agree that Gracenote may enforce its respective rights, jointly or severally, under this Agreement against you directly in its own corporate 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 anything about who you are. For more information, see the web page at www.gracenote.com for the Gracenote Privacy Policy.

   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 THE GRACENOTE SERVERS OR GRACENOTE CONTENT. GRACENOTE RESERVES THE RIGHT, COLLECTIVELY AND SEVERALLY, TO DELETE DATA AND/OR CONTENT FROM THE SERVERS OR, IN THE CASE OF GRACENOTE, TO CHANGE DATA CATEGORIES FOR ANY REASON THAT GRACENOTE DEEMS SUFFICIENT. NO WARRANTY IS GIVEN THAT EITHER THE GRACENOTE CONTENT OR THE GRACENOTE SOFTWARE OR THE GRACENOTE SERVERS WILL BE ERROR-FREE OR THAT THE OPERATION OF THE GRACENOTE SOFTWARE OR THE GRACENOTE SERVERS WILL BE UNINTERRUPTED. GRACENOTE IS NOT OBLIGATED TO PROVIDE YOU WITH ANY ADVANCED OR ADDITIONAL DATA TYPES THAT GRACENOTE MAY CHOOSE TO PROVIDE IN THE FUTURE, AND MAY DISCONTINUE ITS ONLINE SERVICES AT ANY TIME. GRACENOTE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, 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. IN NO EVENT SHALL GRACENOTE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY LOST PROFITS OR LOST REVENUES FOR ANY REASON WHATSOEVER. © 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 Canada RSS-210 industry standard. 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 operating in conjunction with any other antenna or transmitter.

   Taiwan Territory

   Note: In accordance with the manual, low-power radio frequency radiation emitters:

   Article 12: For approved and certified low-power radio-frequency device models, companies, firms or users shall 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 shall not affect flight safety or interfere with lawful telecommunications. If interference is found, immediately stop using the device and resume use only after ensuring that there is no further interference. Low-power radio-frequency devices must be able to tolerate lawful interference from telecommunications, 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 material provided by Intelematics (collectively, SUNA Products and/or Services), you must accept certain terms and conditions. The following is a summary of the terms and conditions applicable to you. To review the complete terms and conditions relating to your use of SUNA Products and/or Services, please refer to:

Website

www.sunatraffic.com.au/termsandconditions/

1. 1
   Acceptance

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

   Website

   www.sunatraffic.com.au/termsandconditions/

2. 2
   Intellectual Property

   SUNA Products and/or Services are intended for your personal use. You may not record or retransmit the content, or use it in combination with any other traffic information service or route guidance device not approved by Intelematics. You do not acquire any ownership rights in any Intellectual Property Rights (including copyright) in the data that is used to provide SUNA Products and/or Services.

3. 3
   Proper Use

   SUNA Products and/or Services are intended to assist in personal driving and trip planning, and do not provide exhaustive or fully accurate information on all occasions. At times you may experience additional delay as a result of using SUNA Products and/or Services. You acknowledge that they are not intended for, or suitable for use in, applications where arrival times or travel directions could affect the safety of others or yourself.

4. 4
   Use of SUNA Products and Services While Driving

   You and any 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 safe driving laws and codes. In particular, you agree to actively use SUNA Products and/or Services only when the vehicle is completely stopped and it is safe to do so.

5. 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 for technical reasons or due to scheduled maintenance. We will try to perform maintenance during periods of light traffic. We reserve the right to withdraw 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. 6
   Limitation of Liability

   Neither Intelematics nor its suppliers, nor 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 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 warrants or makes any guarantees regarding the availability, accuracy or completeness of SUNA Products and/or Services, and, to the extent legally permitted, both Intelematics and each Supplier disclaim any warranties that might otherwise be implied by any state or federal law with respect to SUNA Products and/or Services.

7. 7
   Please note
8. 8
   This manual was prepared at the time of printing. Continuous product development may mean that some information is no longer fully current. Information in this document is subject to change without notice.