Terms & Conditions of Sygic a. s. for Sygic Professional Navigation with SDK

Valid and effective as of 1 March 2022

1 Structure of contract documentation
1.1 The Agreement consists of:
1.1.1 The Framework Agreement;
1.1.2 These Terms & Conditions which form an inseparable part of the Framework Agreement;
1.1.3 The Order; and
1.1.4 The Sub-license agreement;
which terms are defined in clause 2.1 below; the Agreement is concluded between the Licensor and the Licensee.
1.2 The provisions of the Agreement constitute the whole agreement between the Licensor and the Licensee in relation to the license that shall be granted and services that shall be provided, by the Licensor to the Licensee.
1.3 The applicability of these Terms & Conditions can only be excluded or restricted by law, regulations or explicit written mutual agreement between the Parties.
1.4 If there is a conflict between these Terms & Conditions and the Framework Agreement, the provisions of the Framework Agreement shall prevail. If there is a conflict between the Framework Agreement (including these Terms & Conditions) and a particular Order, the provisions of the Order shall prevail.

SECTION A - Definitions

2 Definitions
2.1 2.1 The following words, terms or expressions used in the Agreement, including any appendices or other documents that form its inseparable part and any modifications and amendments thereof, shall have the following meaning:

‘Add-On’ means a piece of software, or a Software functionality, that enhances and/or customizes the Software; add-ons are provided by the Licensor to the Licensee as agreed in the Agreement or as ordered by the Licensee in line with the Agreement; the Licensee may choose in particular from following add-ons: Text-to-Speech, GEO functionality, Real Time Traffic Service, Emergency Maps, or others as offered by the Licensor; the specification and availability of add-ons as well as applicable Add-On Fee can be found in the Agreement or in the User Documentation provided by the Licensor.

‘Add-On Fee’ means a fee that the Licensee pays to the Licensor for an Add-On unless agreed otherwise; the add-on Fees are stated for one (1) Add-On to be used with one (1) copy of the Software for the period as per Order.

‘Affiliate’ means any person which: (i) directly or indirectly controls or is controlled by the Party; or (ii) is directly or indirectly controlled by a person which also directly or indirectly controls the Party; and for the purposes of this definition, a person controls another person if such person has the power to direct or cause the direction of the management and policies of the other person, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise.

‘Agreement’ shall have the meaning attached in the clause 1.1 hereof.

‘Applicable Law‘ means
(a) any and all applicable laws, statutes, regulations, by-laws, codes, orders, ordinances, rules, treaties, and any and all orders or judgments of a court or tribunal having jurisdiction, and
(b) any and all applicable official rules, regulations, directives, orders, requirements, policies, guidelines and standards of each competent authority,
that are in existence or come into existence, as the same may be amended, re-enacted, consolidated and/or replaced, from time to time applicable to respective Party in its jurisdiction of establishment.

‘Authorised User’ means any Licensee’s employee, independent contractor, and/or End User authorised by the Licensee to use the Software and SDK in line with the Agreement.

‘Base Exchange Rate’ means the exchange rate of the Australian dollar (“AUD”) to the United States dollar (“USD”) which is on a day of the execution of this Agreement at 1 USD = [•] AUD.

‘BLS Account’ means an account on Licensor’s website accessible by the Licensee; access information is provided by the Licensor via email.

‘Commercial Code’ means Act No. 513/1991 Coll., Commercial Code, as amended.

‘Confidential Information’ means any and all information in any form, including, but not limited to, reports, records, correspondence, codes, drawings, notices, notes, compilations, studies, documents or other form of information of any nature (regardless whether the information are provided orally, recorded in the written form, computer readable format or otherwise), relating to the Agreement and/or including material of technical, operational, administrative economic, strategic, commercial, financial or other nature (e.g. business plans, way of doing business or business results or prospects), or which are protected by intellectual property rights or other information which are referred to as confidential by either Party, and which are provided/disclosed from one Party to the other Party.

‘Copyright Act’ means Act No. 185/2015 Coll., Copyright Act, as amended.

‘Customization Services’ means Services provided by the Licensor when delivering the Customized Software in accordance with the Order.

‘Customized Software’ means the computer software (within the meaning of Section 87 et seq. of the Copyright Act) developed by the Licensor or its subcontractor based on change of properties, functionalities, behaviour of the Software or interoperability of the Software with other software or device; if the Licensee wishes for the Licensor to develop the Customized Software, details are specified in the Order.

‘Device’ means any appropriate device used by the Authorised User and agreed between the Licensor and the Licensee in which a copy of the Software is installed or is supposed to be installed.

‘Discounted Fee’ means the Software Fee that is after applying a discount lower than Listed Fee and that is specified in the Order.

‘End Users’ mean Licensee’s customers entitled to use the Software in line with the Agreement.

‘Fees’ mean an aggregate of Software Fees, SDK Fees, Add-On Fees, Map Update Fees, and/or Service Fees or combination of any of these; the Fees are stated in the Licensor's current price list provided by the Licensor to the Licensee, unless the Parties have agreed otherwise.

‘Framework Agreement’ means the framework license agreement and agreement on provision of services setting out basic terms of granting the License and providing the Services concluded between the Licensor and the Licensee including any appendices or other documents that form its inseparable part and any modifications and amendments thereof.

‘In-dash Device’ means a Device which is physically embedded in and attached to a vehicle and has not been designed to be quickly and easily moved between vehicles (e.g. car PCs, mounted multimedia tablets, etc.); in-dash devices must be attached to a vehicle as after-market products and are not functional when detached from the vehicle.

‘Licence’ means license granted, pursuant to Section 65 et seq. of the Copyright Act, by the Licensor to the Licensee to use one copy of the Software and SDK.

‘Licensee’ means the company or person identified in the Framework Agreement.

‘Licensor’ means Sygic a. s., company established and existing under the laws of the Slovak Republic, with its seat at Twin City C, Mlynské Nivy 16, 821 09 Bratislava - mestská časť Ružinov, the Slovak Republic, company ID-no.: 35 892 030.

‘Listed Fee’ means regular Software Fee that is specified in the Order.

‘Man-Hour’ means 60 minutes in which the Licensor’s employee or Licensor’s subcontractor provides Services to the Licensee as agreed in the Agreement or ordered by the Licensor.

‘Map’ means solely maps of the Territory defined in the Agreement; the map is property of the map provider who licensed the map to the Licensor; the specific map provider is to be determined in the Order; the Licensor subsequently integrated the map into the Software and sublicensed the use of the map to the Licensee.

‘Map Update Fee’ means a fee that the Licensee pays to the Licensor for a Map Update.

‘Map Update’ means an update of the Map licensed by the Map provider to the Licensor and subsequently sublicensed by the Licensor to the Licensee

‘Minimum Amount’ means the minimum number of copies of the Software that Licensee commits to order in certain period, both specified in the Order.

‘Order’ means an individual implementation contract concluded between the Parties that specifies the Software and determines the Fees, including any appendices or other documents that form its inseparable part and any modifications and amendments thereof; order is to be concluded by signing the standard form of order provided to the Licensee by the Licensor, or in form of email communication in which the Licensor and Licensee agreed all the particulars set forth in the standard order form.

‘Party’ means the Licensor or the Licensee; the Licensor and the Licensee may also be jointly referred to as the ‘Parties’.

‘Portable Device’ means a Device that has been designed to routinely, quickly and easily be moved between vehicles and can be used as a navigation unit independently of a vehicle (device is battery operated) without degradation in functionality (e.g. PND, PDA, Smartphones, mobile phones, etc.).

‘Portable (NT) Device’ means a portable device or vehicle computer that is mounted in vehicle, but is not included in the vehicle dashboard and is not used as car infotainment; this device can be used when powered alternatively by CL adaptor or AC power outside vehicle (e.g. tablet computers, mobile computers without battery, etc.).

‘Product Key’ means a unique key-code that enables the Authorised User to install and/or use the particular Software; only the Licensor is permitted to issue product keys for the Software.

‘Representatives’ mean Party’s Affiliates (including their employees and members of statutory and other bodies), legal, tax or other professional advisors, and contractors (strictly on “need-to-know” basis), who are bound by the statutory or contractual duty of confidentiality.

‘SDK’ means a computer programme known as Sygic Software Development Kit, protected by the provisions of the Copyright Act, that the Authorised Users use to develop their own application that operates in parallel with the Software.

‘SDK Fee’ means a fee that the Licensee pays to the Licensor for a copy of SDK.

‘Services’ means Support Services and Customization Services that the Licensor provides to the Licensee in relation to the Software and the SDK.

‘Service Fee’ means a fee that the Licensee pays to the Licensor for provided Service.

‘Software’ means a programme known as Sygic Professional Navigation, protected by the provisions of the Copyright Act, being a combination of the Maps of the Territory and the Sygic Professional Navigation software, including Add-Ons (if any), as well as any other future updates and/or customizations of such work or any part thereof; exact parameters of the Software are stated in the Order; for the avoidance of doubts, the Parties may agree that the Software shall be supplied without Maps; in such case the term Software does not include Maps.

‘Software Fee’ means a fee that the Licensee pays to the Licensor for a copy of the Software; the term Software Fee refers to Listed Fee and Discounted Fee, as applicable.

‘Software Update’ means any Software update, fix, new release or enhancement of the Software.

‘Sub-license’ means a sub-license to use the Map for selected Map provider granted by the Licensor to the Licensee.

‘Supported Platform’ means any platform on which the Software is designed to run; the supported platform is specified in the Order or in the User Documentation.

‘Support Services’ means Services, as specified in Article 9 hereof, that the Licensor provides to the Licensee in relation to the Software and SDK, and that are different from Customization Services.

‘Terms & Conditions’ means these terms & conditions of Sygic a. s. for Sygic Professional Navigation with SDK which form an integral part of the Framework Agreement, including any appendices or other documents that form its inseparable part and any modifications and amendments thereof, and which regulate rights and duties of the Licensor and Licensee and matters related to the License and Services.

‘Territory’ means countries and/or region, as determined in the Order, Maps of which are included in the Software.

‘User Documentation’ means user documentation to Software and/or SDK detailing the Software and/or SDK.

SECTION B - Licence

3 Ownership
3.1 The Software and SDK are the property of the Licensor. The title to and all applicable rights, including intellectual property rights and trade secrets, vested in the Software and/or SDK will remain sole and exclusive property of the Licensor or third parties from whom the Licensor has obtained rights to sublicense the Software, SDK or any part thereof.
3.2 The provisions of this Section B shall, in addition to Software, apply to the Customized Software accordingly, unless otherwise provided in Section C, or in the Order

4 Grant of Licence
4.1 The Licensee may use the Software only for a purpose or in a manner for which the Software was designed and licensed to Licensee. The scope of the granted License is defined by the type of the Software and Territory and shall be specified in the Order together with the period, for which the License is granted.
4.2 Except as otherwise stated in the Agreement, the Licensee is expressly forbidden to use the Software causing or permitting (i) disclosure, display, access, or use of the Software by anyone other than an Authorised User and (ii) the loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise), sublicensing, rental, or other dissemination or use of the Software, in whole or in part, to or for any third party. The Licensee shall not (except as expressly required by law) reverse engineer, decompile, translate, disassemble, or otherwise attempt to discover the source code of the Software as it contains trade secrets.

5 Software Delivery
5.1 The Licensor will deliver the Software and SDK to the Licensee by providing a download link for downloading the Software and SDK and by providing the Product Key (if applicable), via email or BLS Account at the latest seven (7) days after receipt of the Software Fee and/or SDK Fee.
5.2 The Software and/or SDK shall be considered as taken over by the Licensee at the moment of delivery as described in the clause 5.1 above.

6 Map Updates
6.1 In case the Licensee orders the copy of the Software including Map Updates, the Map Updates will be available as specified in the Order.

7 Software Update
7.1 The Licensor shall maintain the right to further develop and update the Software to newer versions at its own discretion without any limitation.
7.2 The Licensor may decide to provide the Licensee with Software Update free of charge.

8 Warranty related to the Licence
8.1 The Licensor hereby warrants that the Software or SDK provided to the Licensee on "as is” basis, and:
8.1.1 Is as described in the User Documentation;
8.1.2Does not contain program code, programming instruction or set of instructions that are intentionally constructed with the ability to damage, interfere with, have viral effects or disable or otherwise adversely affect any computer software at the time of its delivery to Licensee.
To the maximum extent permitted by the Applicable law, the Licensor provides no other warranty.
8.2 In case that the Licensee proves that the aforementioned is not true/correct, the Licensee may request the Licensor to (i) repair the Software so that it is in line with clause 8.1 above; or, if this is not possible, to (ii) provide new Software.
8.3 Should the Software or SDK show a defect (i.e. non-conformities, malfunctions or other problems with the Software) the Licensee shall inform the Licensor in writing immediately with an exact description of the relevant facts together with all other useful information for resolving the issue. The Licensor shall fix correctly reported defects within a reasonable time frame.
8.4 The Licensor shall not be liable to the Licensee or to any third parties for any loss or damage whatsoever or howsoever caused arising directly or indirectly from improper use of Software or inability to use Software. The Licensee, the Authorised User and End-User shall be responsible for determination of appropriate uses of the Software (such as providing correct inputs related to selection of the route, tolls, truck height, etc.) and for establishing adequate and independent procedures for testing the reliability and accuracy of any Device.
8.5 The Licensee is aware that Maps include traffic data, traffic forecasts, additional data content or databases, such as toll fare information, emissions, speed limits, truck attributes, postcodes and points of interest (POIs), which can never completely display the actual conditions, since a time delay between a change of circumstances and their inclusion in the Software and database technology cannot be avoided. Such deviations do not constitute a defect. Maps are provided by a third-party map provider and the Licensor is not responsible for the content of the Maps.
8.1 The rights and obligations relateIn case of changes in the charges of the Map providers d to the use of Maps shall be governed by the Sub-license agreement for selected Map provider which can be found at http://sygic.com/company/sub-license-agreement-here, sygic.com/company/sub-license-agreement-tomtom for TomTom Maps. For purpose of Sub-license agreement, the term Licensee and the Licensor hereunder shall correspond to the term Sub-licensee and the Sub-licensor as defined in the Sub-license agreement.

SECTION C – Services

9 Support Services
9.1 The Licensor shall provide the Support Services subject to the terms, conditions and limitations specified in the Agreement and provided that the Licensee is current on all Fees due under the Agreement.
9.2 The Support Services shall include provision of consultancy and advice regarding installation, operation and maintenance of the Software. Also, general advice regarding reported defects shall be given.
9.3 The Licensee shall have the right to access the web forum at http://www.sygic.com/developers/ where the responses to frequently asked questions from the Licensor’s engineers and from the community can be found. The access to the forum by the Licensee is unlimited.
9.4 Further, the Licensee shall have the right to send to the Licensor questions relating to the Software and SDK to get personalised help. The questions shall be delivered to the email address support@sygic.com, or other, as may be specified by the Licensor. The Licensor shall handle such questions promptly and make all reasonable effort to react to delivered questions within a reasonable time.
9.5 The Support Services shall be free of charge in case that the total number of Man-Hours of provided Support Services does not exceed ten (10) Man-Hours per year unless otherwise provided in the Framework Agreement or Order.

10 Customization Services and Customized Software
10.1 The Licensor shall commence provision of the Customization Services within the term specified in the Order.
10.2 The Licensee may request changes in specification of the requested Customization Services. In such case, the Parties shall cooperate to determine the impact of requested changes on pricing, time commitments, scheduling, deadlines and other project factors. The Licensor shall provide changed Customization Services only if the terms of their provision were agreed by the Parties in writing.
10.3 The Customization Services shall be conducted substantially in compliance with the time schedule that is agreed by the Parties by means of email communication or in the Order. The time schedule shall include a description of various steps involved in the development process, various development phases with a description of the milestones to be achieved in each stage, estimated dates of completion for each phase of development, allocation of tasks for each phase, a listing of items and input to be provided by the Licensee for each phase, and definition of the deliverable to be provided at the end of each phase and upon completion of the development process. The Licensor shall (i) conduct development and tests in a professional manner, (ii) incorporate into the final version modifications that the tests indicate as necessary, and (iii) conduct such further tests as may be required under the circumstances.
10.4 Upon delivery, the Licensee shall reasonably cooperate in good faith to perform the acceptance of the Customization Services or Customized Software if applicable. If according to the specification a project has more than one phase, after finishing each phase the Licensor presents the results of his work to the Licensee for acceptance testing. In no event shall the acceptance testing process last for more than seven (7) days following delivery of the Customized Software or phase delivery unless specifically provided in acceptance testing procedures agreed by the Parties by means of email communication. Following the conclusion of acceptance testing, the Licensee shall, acting in good faith, give written notice of acceptance or rejection of the Customization Services or Customized Software or phase deliverable. In the event the Customization Services or the Customized Software is rejected, the Licensee shall detail the reasons for such rejection in a written notice. In particular, the Licensee shall identify in details the parts of the acceptance tests that form the basis for the rejection. In the event that such written notice is not provided within seven (7) days following delivery of the Customization Services or the Customized Software or phase deliverable, the Licensee shall be deemed to have accepted the Customization Services, the Customized Software or the phase deliverable. Following receipt of notice of rejection, the Licensor shall use reasonable efforts to correct any defects identified in good faith by the Licensee.

SECTION D - General

11 Limitation of Liability - General
11.1 Should the Licensor breach any obligation hereunder, it shall be liable for the damage caused to the Licensee only if the damage has been caused by its negligence.
11.2 The Licensor's entire liability for all claims or damages arising out of, or related to the Agreement, regardless of the fact whether the Licensee acts as a defendant, a claimant or otherwise, shall be limited to and shall not exceed (in the aggregate for all claims, actions and causes of action of every kind and nature) the amount paid to the Licensor by the Licensee, for then current license term period as per Order, under the Agreement for the specific item (e.g. Product Key or copy of Software) that caused the damage or that is the subject matter of, or is directly related to, the cause of action. Upon conclusion of the Framework Agreement, the Parties confirm that the amount referred to in the immediately preceding sentence represents the amount of foreseeable damages.

12 Invoicing and Payments
12.1 For the provision of the Licenses and Services, the Licensee shall pay the Licensor the Fees.
12.2 The Licensor shall issue any and all invoices in accordance with the applicable Slovak tax and accountancy regulations. The Fees shall be paid to the account of the Licensor specified in the respective invoice within fourteen (14) days from the date on which the Licensee received the invoice, unless agreed otherwise in writing.
12.3 The Licensee agrees that the Licensor will issue an electronic invoice that will be sent via email.
12.4 When the Licensee fails to order Minimum Amounts, stated in the Order (if applicable), the Discounted Fee that the Licensee paid shall be considered to be an advance payment and the Licensor may request from the Licensee the difference between the Listed Fee and the Discounted Fee for specific Software multiplied by the number of copies of the Software ordered within the relevant period as agreed in the Order. The Licensor may request that the Licensee pays a contractual penalty of 0,04% per diem on the difference calculated in line with the previous sentence for the period commencing on the date of payment of the Discounted Fee and ending on the date of payment of the Listed Fee. The contractual penalty shall not affect or prejudice any Licensor’s right to damages in full or late payment interests under these Terms & Conditions or Applicable Law.
12.5 All Fees payable under the Agreement are net amounts and are payable in full, without any deductions for taxes, duties or levies of any kind. In such case the sum payable by the Licensee in respect of which the deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making the required deduction or withholding, the Licensor receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the Fee which it would have received and so retained had no such deduction or withholding been made or required to be made.
12.6 Licensee will apply a reduced rate of withholding tax (if any) provided for in any applicable double tax treaty only if Licensor furnishes Licensee with such documentation required under the applicable double tax treaty or otherwise satisfactory to Licensee, sufficient to establish Licensor’s entitlement to the benefit of the reduced rate of withholding tax. The Licensee agrees to cooperate in good faith to provide Licensor with such documents and certifications that are reasonably necessary to enable Licensor to recover any tax withheld.
12.7 In case the Licensee does not pay the Software Fee or SDK Fee according to terms of the Agreement, the Licensee shall ensure that the Authorised Users stop using that particular copy of the Software or SDK until the Licensee pays the full amount of the applicable Fee. The Licensor may request from the Licensee remote access to the Devices to block use of the Software and ensure that the Authorised Users do not use the particular copy of the Software. If the Licensor finds out that the Authorised User still uses the particular copy of the Software, the Licensor may block the use of that particular copy of the Software by any legal means.
12.8 The Licensor may request that the Licensee pays a late payment interest at rate 0,04% per each (even commenced) day accruing from the due date until the date of actual payment of any and all due payments.
12.9 The Licensee can unilaterally offset only payments with claims that have been ascertained by final judgement or recognised in writing by the Licensor.
12.10 If the Licensee fails to pay Fee due hereunder, the Licensor shall be entitled to disable the activation of copies of Software that were already delivered but not yet activated.
12.11 In case of changes in the charges of the Map providers or in the content of the provided Map packages which influence the conditions under which the Licensor is able to perform its obligations under this Agreement, the Parties either agree new conditions in an Order or they may terminate the Agreement, or the respective Order, with a two months termination period.
12.12 The Licensee acknowledges that the Software Fee per License calculated and listed hereunder depends on the fees paid for the Maps by the Licensor to the third-party map provider; since such fees are being paid in a different currency (USD) than the currency of the Software Fee under this Agreement (AUD), the Parties agreed that if at any time during the term of this Agreement, the exchange rate of AUD weakens as opposed to exchange rate of USD from the Base Exchange Rate by 15% or more, the Licensee is obliged, upon request by Licensor, to renegotiate with Licensor the Software Fee to reflect such depreciation. The exchange rate of AUD to USD shall be established as an average of mid-market exchange rates on a given date announced by Reuters and Bloomberg.
12.13 The Parties agreed that all payments required to be made hereunder by Licensee to Licensor (save for the payments required to be made under the provisions of Section [•] hereof) shall be increased unilaterally by the Licensor at the beginning of each calendar year to reflect the impact of inflation since the date of execution of the Agreement, on the basis of Harmonised Index of Consumer Prices (HICP) published by Eurostat, the statistical office of the European Union, for the previous calendar year or other mutually acceptable index; for the avoidance of doubt, the Licensor shall not be obliged to decrease any fees under the Agreement on the basis of such index. Notwithstanding the foregoing, no increase in payments shall be required in any calendar year in which the appropriate inflation adjustment, if applied, would result in a change of less than [•].

13 Software Use and Right of Audit
13.1 The Licensee may use the Software only in accordance with the Agreement and the provisions of Applicable Law; particularly but not exclusively the Licensee is obliged to comply with the provisions relating to the use of the Software and number of the Authorised Users.
13.2 Based on a request of the Licensor the Licensee shall be obliged to enable the Licensor to conduct an audit and to provide necessary assistance requested by the Licensor (e.g. access to premises, devices, and documents) throughout such audit.

14 Confidentiality
14.1 In respect to the Confidential Information, the Parties undertake:
14.1.1. to use the Confidential Information exclusively in respect of the Agreement;
14.1.2. to keep any Confidential Information as strictly confidential and to maintain complete confidentiality of all Confidential Information;
14.1.3. not to disclose to any third party other than the Party and their Representatives the fact that the Confidential Information has been provided or the scope, nature or state of any talks or negotiations underway or completed with respect to the Agreement;
14.1.4. to disclose any Confidential Information only to their Representatives; Confidential Information may be disclosed to any other third party only with prior written consent of the Party;
14.1.5. that:
(a) they will ensure that their Representatives are aware of all the obligations pursuant to this clause 14 before the Confidential Information is disclosed to them;
(b) they will ensure that their Representatives comply with the obligations imposed on the Parties pursuant to this this clause 14 to the same extent as if their Representatives were a Party, and
(c) they will be liable for any breach of obligation referred to in paragraph (b) of clause 14.1.5 above by their Representatives;
14.1.6. within the scope that can reasonably be required of them, they will ensure that all Confidential Information is kept separately from their own documents and other records.
14.2 The obligations of confidentiality referred to in clause 14.1 will not apply to any Confidential Information:
14.2.1. which is or becomes publicly known or publicly available without the Party or its Representative breaching obligation to keep the Confidential Information confidential; or
14.2.2. which is required or eligible to be provided or disclosed by legal or regulatory obligation, or which must be provided or disclosed in order to defend the Party’s rights and legitimate interests; or
14.2.3. which the Party can demonstrate that it had possession of at the time of disclosure pursuant to this Agreement, and that it did not obtain it with an obligation of confidentiality; or
14.2.4. regarding which the Party can demonstrate that after it was disclosed to it pursuant to this Agreement, it obtained it from a third person (different to the one that disclosed it in the name of the Parties or their Representatives), which was authorized to do under the law and which did not obtain the Confidential Information from a Party or from any of their Representatives.
14.2.5. if the Party gives its prior consent to use, provide or disclose the Confidential Information.
14.3 If the Party or its Representative is required to disclose any Confidential Information by legal or regulatory obligation that Party undertakes to give immediate notice (to the extent legally permitted to do so) thereof to the other Party. The Party shall use all reasonable efforts to disclose only that portion of the Confidential Information which is legally required to be disclosed in accordance with the Applicable law and will make reasonable efforts to obtain a guarantee that such Confidential Information will be handled in a confidential manner.
14.4 Whenever one Party so requires, the other Party will, without delay:
14.4.1. return all the supplied Confidential Information that is in a material from (among others, including Confidential Information contained on computer disks or on other electronic media), together with all copies or extracts thereof; and
14.4.2. destroy all analysis, compilations, studies or other documents that were prepared on the basis of the Confidential Information and/or which contain or reflect any Confidential Information or rely on it; and
14.4.3. confirm in writing that all the Confidential Information was returned and that all analysis, compilations, studies and other documents that were prepared on their basis, contain or reflect the Confidential Information or relay on them, have been destroyed; except to the extent in which the Party is obliged to retain any Confidential Information pursuant to Applicable Law or pursuant to the requirement of any government, supervisory or regulatory authority, or except to the extent in which such Confidential Information is incorporated into organizational records a Party must retain pursuant to Applicable Law, while in such case such Party will take reasonable measures to ensure that its confidentiality is retained.
14.5 If Parties have concluded separate non-disclosure agreement before the conclusion of this Agreement, during the effectiveness of the separate non-disclosure agreement, its provisions shall, in case of any conflict, prevail over provisions of this clause 14.

15 Personal Data Processing
15.1 The Licensor shall process personal data provided to the Licensor by the Licensee, solely for the intended performance under the Agreement along with the establishment, implementation and termination of the Agreement and if required so under the laws of the Slovak Republic.
15.2 The Licensee shall be obliged to ensure that such personal data processing by the Licensor complies with the laws applicable to the Licensee.

16 Information on Changes
16.1 The Parties shall notify each other in writing, without undue delay, of any changes in the information contained in the Agreement, or in Order(s), or any changes affecting the Party’s identity or legal status, or any significant facts and changes that relate to or might have a substantial impact on its transactions or business relationship with the other Party or its ability to fulfil its obligations towards the other Party or of which the Party could reasonably be expected to be informed. The Parties shall submit documents evidencing such changes and other information as the other Party may reasonably request. Any change shall become effective against and binding on the other Party on the business day following receipt of such notification, notwithstanding any information contained in any public register.
16.3 The Licensee may use Licensor’s logo in other material (such as case studies) only upon prior approval of the Licensor.
16.4 The Licensee hereby expressly agrees that the Licensor may refer to the Licensee in order to prove experience and expertise of the Licensor (i) in any marketing materials of the Licensor and (ii) in any other materials.

17 Marketing
17.1 The Parties may agree on issuance of a joint press release with regard to their relationship hereunder. No such press release will be issued by either Party unless the form and content of such press release has been previously approved by both Parties, with such approval to be in the sole discretion of each Party.
17.2 The Licensee shall use its best efforts to accept the Licensor’s branding requirements with respect to the following items:

• Splash Screen – Licensor’s logo must appear on start-up screen for a minimum of two (2) seconds.

• Website – Licensor’s logo must appear on the Licensee’s website advertising the application and shall be linked to Licensor’s website (www.sygic.com).

• Map – Licensor’s logo must appear on the Map.

17.3 The Licensee may use Licensor’s logo in other material (such as case studies) only upon prior approval of the Licensor.
17.4 The Licensee hereby expressly agrees that the Licensor may refer to the Licensee in order to prove experience and expertise of the Licensor (i) in any marketing materials of the Licensor and (ii) in any other materials.

18 Transfer to Third Parties
18.1 The Licensor may transfer the rights and responsibilities from the Agreement to third parties without the consent of the Licensee. The Licensor will give four weeks’ written notice before such transfer. If the Licensee does not agree to such transfer, the Agreement as a whole or particular Order (as applicable) may be terminated. Such termination shall become effective upon delivery of a written termination notice or upon the termination date stated therein.
18.2 Transfer of rights and responsibilities from the Agreement by the Licensee to a third party requires prior written permission of the Licensor.

19 Storage of Documentation
19.1 Documentation related to the Agreement shall be kept for 10 years following termination of the Agreement or for a period specified by the Licensor in accordance with the Slovak law.
19.2 The Licensee agrees that the Licensor may discard/shred files relating to its affairs after the lapse of the period specified above.

20 Term and Termination
20.1 The Framework Agreement is concluded for an indefinite period of time and may be terminated.
20.2 The Parties may mutually agree on termination of the Agreement or particular Order to a specific date.
20.3 If either Party materially defaults in the performance of its duties, i.e. in case that the Licensor fails to provide agreed Software or SDK, or the Licensee fails to pay the Fee, and fails to cure the default within fifteen (15) days after written notice thereof to cure the default, the other Party may, by giving written termination notice (výpoveď) thereof, terminate the Agreement, or particular Order, effective immediately.
20.4 The Licensor may terminate the Agreement, or particular Order, based on a written two months termination notice. The termination shall become effective at the end of the second calendar month following the calendar month in which the termination notice was delivered to the Licensee.
20.5 The termination of the Agreement or particular Order, either by notice or by agreement, shall not affect the Licenses and Sub-licenses to Software and/or SDK that were granted to the Licensee prior to the effectiveness of the termination. Thus, the provisions of Agreement and Order(s) remain unaffected until the expiry of the period for which the Licenses and/or Sub-licenses were granted, as if the Agreement or Order was not terminated. For the avoidance of doubts, after termination of the Agreement or particular Order, each License and/or Sub-license will automatically expire after the period for which it was granted provided that automatic renewal shall not apply.
20.6 The Licensee’s obligation to pay the Fees shall not cease to exist due to termination of the Agreement, or of particular Order. The Licensee will reimburse the Licensor for any reasonable legal fees and other costs and expenses incurred by the Licensor in collecting past due amounts. The Parties agree that the amount of reimbursement shall be deemed as a contractual penalty.
20.7 To avoid any doubts, in case of termination of the Agreement, or of the particular Order, the Licensee is not entitled to any refund of Fees paid hereunder.
20.8 The termination of the Agreement is without prejudice to the provisions on license fees, limitation of liability, storage of documentation, applicable law and dispute resolution, which shall survive the termination of the Agreement.

21 Applicable Law and Dispute Resolution
21.1 The Agreement is governed by and construed in accordance with the laws of the Slovak Republic. For the avoidance of doubts, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby specifically excluded.
21.2 All disputes arising out of or in connection with the Agreement including disputes relating to its validity, breach, termination or nullity shall be finally settled by the courts of the Slovak Republic.

22 Final Provisions
22.1 Any provision of the Agreement, that is, becomes invalid or is declared invalid or unenforceable, shall be considered severable to the extent of its invalidity or unenforceability, and shall be deemed as deleted from the Agreement, whereas the rest of the Agreement shall remain unaffected, i.e. valid and effective. The Parties undertake to replace the invalid or unenforceable provisions by provisions that nearest approach their intention and purpose under the Agreement.
22.2 Nothing in the Agreement, or in Order(s), shall create a partnership or a corporation between the Parties, nor deem either Party the agent of the other Party for any purpose.
22.3 The Terms & Conditions are valid and effective as of the day written herein and are applicable for the Licensee as of the date of effectiveness of the Agreement. The Licensor may unilaterally modify or update the Terms & Conditions, as well as supplement them with additional terms, at any time, and at its sole discretion. The actual version of the Terms & Conditions is available on the Licensor's website. If the Licensee does not agree with the modified, updated or supplemented Terms & Conditions it shall be entitled to unilaterally terminate the Agreement in writing within 14 days after it was informed of the change.