6
MISCELLANEOUS
This is the entire Agreement between Pioneer
and you regarding its subject matter. No
change in this Agreement shall be effective
unless agreed to in writing by Pioneer. Pioneer
retailers do not have the authority to change
this Agreement. This Agreement shall be gov-
erned by and construed in accordance with
the internal laws of the Province of Ontario
and the federal laws of Canada applicable
therein. If any provision of this Agreement is
declared invalid or unenforceable, the remain-
ing provisions of this Agreement shall remain
in full force and effect.
TERMS AND CONDITIONS
FOR THE TELE ATLAS DATA
End User Licensing Terms
THIS IS A LEGAL AGREEMENT (THE
“
AGREE-
MENT
”
) BETWEEN YOU, THE END USER, AND
PIONEER and its licensors of Data product
(sometimes collectively
“
Licensors
”
). BY
USING YOUR COPY OF THE LICENSED DATA,
YOU AGREE TO THE TERMS AND CONDI-
TIONS OF THIS AGREEMENT.
1
Grant of License.
Licensors grant you a non-transferable, nonex-
clusive license to use the map data and busi-
ness points of interest information (the
“
POIs
”
), owned by Tele Atlas, (together, the
“
Data
”
) contained on these discs, solely for
personal, non-commercial use and not to op-
erate a service bureau or for any other use in-
volving the processing of data of other
persons or entities. You may make one (1)
copy of the Data for archival or backup pur-
poses only but you may not otherwise copy, re-
produce, modify, make derivative works, derive
the structure of or reverse engineer the Data.
The Data is restricted for use with the
PIONEER Product(s). The Data contains confi-
dential and proprietary information and mate-
rials, and may contain trade secrets, so you
agree to hold the Data in confidence and in
trust and not to disclose the Data or any por-
tions in any form, including by renting, leas-
ing, publishing, leasing, sublicensing or
transferring the Data to any third party. You
are explicitly prohibited from downloading the
digital maps and programmes contained in
the Data or from transferring these to another
data carrier or computer. You are prohibited
from removing or obscuring any copy right,
trademark notice or restricted legend.
<IRB1021-A>9
License agreement
2
Ownership.
The Data is copyrighted by Tele Atlas and its Li-
censors and they retain all ownership rights in
the Data. You agree not to alter, remove, oblit-
erate, or obscure any copyright notice or pro-
prietary legend contained in or on the Data.
3
Limitation of Liability.
NEITHER TELE ATLAS NOR ITS SUPPLIERS
SHALL BE LIABLE TO THE UNDERSIGNED
FOR ANY INCIDENTAL, CONSEQUENTIAL,
SPECIAL, INDIRECT OR EXEMPLARY DA-
MAGES ARISING OUT OF THIS AGREEMENT,
INCLUDING LOST PROFITS OR COSTS OF
COVER, LOSS OF USE OR BUSINESS INTER-
RUPTION OR THE LIKE, REGARDLESS OF
WHETHER THE PARTY WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CON-
TRARY CONTAINED HEREIN, TELE ATLAS
SHALL HAVE NO MONETARY LIABILITY TO
THE UNDERSIGNED FOR ANY CAUSE (RE-
GARDLESS OF THE FORM OF ACTION)
UNDER OR RELATING TO THIS AGREEMENT.
4
Warranty Disclaimer.
THE DATA IS PROVIDED ON AN
“
AS IS
”
AND
“
WITH ALL FAULTS BASIS
”
AND PIONEER,
ITS LICENSORS, AND ITS LICENSED DISTRI-
BUTORS AND SUPPLIERS (COLLECTIVELY,
“
SUPPLIERS
”
) EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES, EXPRESS OR IM-
PLIED, INCLUDING BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF NON-INFRIN-
GEMENT, MERCHANTABILITY, EFFECTIVE-
NESS, COMPLETENESS, ACCURACY, TITLE
AND FITNESS FOR A PARTICULAR PURPOSE.
PIONEER, ITS LICENSORS AND SUPPLIERS
DO NOT WARRANT THAT THE DATA WILL
MEET YOUR REQUIREMENTS OR THAT THE
OPERATION OF THE DATA WILL BE UNINTER-
RUPTED OR ERROR FREE. NO ORAL OR
WRITTEN ADVICE GIVEN BY PIONEER, ITS LI-
CENSORS, SUPPLIERS OR ANY OF THEIR RE-
SPECTIVE EMPLOYEES CREATES A
WARRANTY OR IN ANY WAY INCREASES
PIONEER
’
, ITS LICENSORS OR SUPPLIERS
LIABILITY AND YOU MAY NOT RELY ON ANY
SUCH INFORMATION OR ADVICE. THIS DIS-
CLAIMER IS AN ESSENTIAL CONDITION OF
THIS AGREEMENT AND YOU ACCEPT THE
DATA ON THIS BASIS.
5
Termination.
This Agreement will terminate immediately
and automatically, without notice, if you
breach any term of this Agreement. You agree
that in the event of termination of the Agree-
ment, you shall return the Data (including all
documentation and all copies) to PIONEER
and its suppliers.
6
Indemnity.
You agree to indemnify, defend and hold
PIONEER, its Licensors, and its suppliers (in-
cluding their respective licensors, suppliers,
assignees, subsidiaries, affiliated companies,
and the respective officers, directors, employ-
ees, shareholders, agents and representatives)
free and harmless from and against any liabili-
ty, loss, injury (including injuries resulting in
death), demand, action, cost, expense, or
claim of any kind or character, including but
not limited to attorney
’
s fees, arising out of or
in connection with any use or possession by
you of the Data.
<IRB1021-A>10
7
US. GOVERNMENT RIGHTS.
If End User is an agency, department, or other
entity of the United States Government, or
funded in whole or in part by the United States
Government, then use, duplication, reproduc-
tion, release, modification, disclosure or trans-
fer of this commercial product and
accompanying documentation, is restricted in
accordance with the LIMITED or RESTRICTED
rights as described in any applicable DFARS
or FAR. In case of conflict between any of the
FAR and/or DFARS that may apply to the Li-
censed Tele Atlas Product, the construction
that provides greater limitations on the Gov-
ernment
’
s rights shall control. Contractor/
manufacturer is Tele Atlas North America,
Inc., 11 Lafayette Street, Lebanon, NH 03766-
1445. Phone: 603.643. 0330. The Licensed Tele
Atlas Products are
©
2006-2009 by Tele Atlas.
ALL RIGHTS RESERVED. For purpose of any
public disclosure provision under any federal,
state or local law, it is agreed that the Licensed
Tele Atlas Products are a trade secret and a
proprietary commercial product and not sub-
ject to disclosure.
8
Additional provisions for Tele Atlas
®
Premium Points of Interest (the
“
POIs
”
).
With respect to the POI Licensed Tele Atlas
Products:
(The following provisions only refer to the pro-
ducts which contain Tele Atlas
®
Premium
Points of Interest.)
End User specifically agrees that it shall not:
(a) except as otherwise specifically set forth
herein, license or otherwise provide the POI Li-
censed Tele Atlas Products to any third party
for the purposes of resale, sublicensing, redis-
tribution or for the purpose of compiling, en-
hancing, verifying, supplementing, adding to
or deleting from any mailing list, geographic
or trade directories, business directories, clas-
sified directories, classified advertising which
is sold, rented, published, furnished or in any
manner provided to a third party;
(b) make the POI Licensed Tele Atlas Products
available in an on-line environment unless
properly secured and/or encrypted to prevent
unauthorized access to the POI Licensed Tele
Atlas Products; and
(c) use the POI Licensed Tele Atlas Products,
either in whole or in part, as a factor in (i) es-
tablishing an individual
’
s eligibility for credit
or insurance; (ii) connection with underwriting
individual insurance; (iii) evaluating an indivi-
dual for employment or promotions, reassign-
ment or retention as an employee; (iv) in
connection with a determination of an indivi-
dual
’
s eligibility for a license or other benefit
granted by a governmental authority; or (v) for
soliciting survivors of deceased persons.
(d) create mailing or telemarketing lists unless
authorized in this Agreement.
(e) End User will house the POI Licensed Tele
Atlas Products on the Internet behind firewalls
and will implement a system of controls that
will (i) protect the integrity of the POI Licensed
Tele Atlas Products; (ii) control access to the
POI Licensed Tele Atlas Products and (iii) pre-
vent unauthorized usage or copying of the POI
Licensed Tele Atlas Products.
(f) End User shall display the POI Licensed
Tele Atlas Product copyright notice at all times
in conjunction with the Tele Atlas copyright
notice. As of the Effective Date of this Agree-
ment, the copyright notice for the POI Li-
censed Tele Atlas Product is:
Data by
Copyright
2009
All Rights Reserved
C
9
Additional provisions for Tele Atlas
®
Brand Icon Licensed Tele Atlas Product (the
“
Brand Icon Licensed Tele Atlas Product
”
):
(The following provisions only refer to the pro-
ducts which contain Tele Atlas
®
Brand Icon Li-
censed Tele Atlas Product.)
<IRB1021-A>11
a End User's use of the Brand Icon Licensed
Tele Atlas Product and any portion thereof,
is limited to use solely for the purpose of en-
hancing the value and/or use of the spatial
vector data furnished or made by Tele Atlas.
Notwithstanding anything to the contrary
herein, or in any attachment or exhibit here-
to, in no event shall End User use the
Brand Icon Licensed Tele Atlas Product or
any portion thereof in connection with or in
conjunction with spatial street vector data
furnished or made by a party other than
Tele Atlas. End User may only use the
icons, brand names, logos, trademarks or
other features within (and not separate
from) the map data. In addition, End User
shall not modify or alter the color, shape,
size, and orientation of the Brand Icon Li-
censed Tele Atlas Product as provided to
End User without Tele Atlas
’
s prior written
approval.
b Licensee agrees that the use of Brand Icon
Licensed Tele Atlas Product subject to the
terms and conditions set forth in this Agree-
ment and that there may be additional third
party terms, conditions and restrictions to
which the use of the Brand Icon Licensed
Tele Atlas Product will be subject provided
to the End User from time to time by Licen-
see in the release notes applicable to the
Value Added Product.
c Should End User enter into any commercial
arrangement for advertising, pay-for-place-
ment, promotion or any similar paid brand
marketing exposure with any owners (or
their representatives) of any of the brand
icons supplied with the Brand Icon Li-
censed Tele Atlas Product, Tele Atlas shall
receive no less than twenty five percent
(25%) of any revenues collected in the con-
text of any such commercial arrangement,
unless otherwise agreed-to in advance and
in writing by both parties.
10 Additional Provisions with respect to
Tele Atlas
®
3D Landmarks Licensed Tele
Atlas Product (the
“
3D Landmarks
”
):
(The following provisions only refer to the pro-
ducts which contain Tele Atlas
®
3D Landmarks
Licensed Tele Atlas Product.)
Licensee agrees to include as soon as practi-
cally possible, but no later than the first new
release of the Value Added Product following
Licensee
’
s receipt of any 3D Landmarks, any
copyright notices related to the display of such
landmarks on every Value Added Product and
in the
“
about box
”
of the Value Added Product.
Notwithstanding the aforementioned, Tele
Atlas has the right to decide, at its sole discre-
tion, to remove specific 3D Landmarks in sub-
sequent releases of the Licensed Tele Atlas
Products. In such case, Licensee will remove
those 3D Landmarks from the Value Added
Product as soon as practically possible, but
not later than the first new release of the Value
Added Product following Licensee
’
s receipt of
the Update to the Licensed Tele Atlas Product.
Tele Atlas shall not be held responsible for any
possible damages, costs or expenses incurred
by Licensee related to such removal of a 3D
Landmark by Tele Atlas from the Licensed Tele
Atlas Product or failure to remove a 3D Land-
mark by Licensee from the Value Added Pro-
duct.
11 Copyright Notices.
Licensee shall conspicuously display each ap-
plicable then current copyright notice for the
Licensed Tele Atlas Products on the initial
splash screen, in the code, on the storage
medium, on the packaging, in the
“
Help/
About
”
section, in the operator
’
s manual, and
in any displayed or printed map image, for
each Value Added Product that is based upon:
<IRB1021-A>12
