SUB-LICENSE AGREEMENT (TomTom)

1
The definitions provided below shall apply solely for purposes of this Sub-license agreement (TomTom).

Agreement means the Sub-license agreement concluded between Sub-licensor and Sub-licensee.
Authorized Application means a designated application for a portable electronic consumer product where Display, Routing and/or Navigation functionality is not the primary function of the device. Authorized Application include but are not limited to: smartphone, PC, laptop, PDA, game console, tablet, fitness products. The functionalities of Display and/or Geocoding/Reverse Geocoding and/or Routing and/or Navigation included in the Authorized Application cannot use and/or interact with portable navigation devices, other mobile consumer devices (other than Navigation instructions through audio devices and interaction with a smartwatch by means of a Bluetooth connection), mobile phones, asset managements systems/devices, black boxes, or In-vehicle systems (including In-car line fit or after-market devices).
Competitor means any person or entity engaged in the business of developing, marketing or supporting products the same or similar to the Licensed Products including without limitation Google, HERE, Mapbox, Open Street Maps, Inrix, BMW, Daimler, Volkswagen, Audi and any affiliates, successors and assigns of the foregoing.
Copyleft License means a license that requires, as a condition of use, modification and/or distribution of software or materials, that such software or materials, or other software or materials incorporated into, derived from, used, or distributed with such software or materials: (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that require the licensor to allow the other materials or interfaces therefor to be reverse engineered, reverse assembled, or disassembled, or (iv) be redistributable at no license fee.
Display means the visual display of a map, which may include any of the following attributes based on the Licensed Products: street network, road conditions, topography, land use, real-world imagery, 2D and 3D imagery, traffic, speed camera, and elevation information. Furthermore, Display also included the ability to display the real-time geographic location of a vehicle.
Distributor means a party which distributes the Authorized Application for Sub-licensor. A distributor shall not be a Competitor.
End User means any entity or person who uses the Authorized Application for its own internal use.
Geocoding/Reverse Geocoding means the assigning of a longitude/latitude coordinate to an address or an address to a longitude/latitude coordinate.
Inspection means the inspection as set out in Clause 13.7.3.
Intellectual Property Rights mean all inventions, patents, utility models, designs (both registered or unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade marks (both registered and unregistered), together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
Licensed Products mean the products which may especially include Map Data, Live Services and Online Services.
Live Services means TomTom’s products which provide a live stream of continuously updated data such as TomTom Traffic and TomTom Mobile Speed Cameras (but which does not include the Map Data (regardless of whether it is delivered on an incremental basis or not) or the content delivered via the Online Services) which are licensed to Sub-licensor.
Map Data means TomTom’s geographical map database or part thereof.
Navigation means the ability to follow a calculated Route with turn-by-turn instructions and/or voice guidance. Navigation is done using the Licensed Products and based on the real-time geographic location of a vehicle, including the ability to automatically re-route when the vehicle deviates from the calculated route.
Open Source License means any license terms which conform with the definition published by the Open Source Initiative from time to time as set out under the following link: http://www.opensource.org/osd.html and which, without limitation, include (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g.,PERL); (c) the Mozilla Public License; (d) the Creative Commons Attribution-ShareAlike licence (“CCL”); (e) the Open Database Licence (ODbL); and (f) the Apache License or anything similar.
Online APIs means the Online APIs licensed to Sub-licensor.
Online Services means together the Online APIs.
Partner Product means any Licensed Product or any part thereof owned by a third party which TomTom is licensed to resell under the terms of a non-perpetual license.
Routing means the calculation of a path between two (2) or more points based on the Licensed Products including the generation of that path (a highlighted polyline that can be shown on a map) and/or textual directions. This calculation can use the real-time geographic position of a vehicle as a starting point for/along the route. Routing also includes the ability to automatically re-route then the vehicle deviates from the calculated route. However, Routing cannot allow for Navigation functionality (i.e. no turn-by-turn instructions and/or voice guidance).
Sub-license means a sub-license granted herein by the Sub-licensor to the Sub-licensee.
Sub-licensee means a person to whom a sub-licence to use Licensed Products or any other product or service has been granted. For the avoidance of doubts, the term Sub-licensee may include Distributor, End User and/or Value Added Reseller.
Sub-licensor means Sygic a.s., with its registered seat at Twin City C, Mlynské Nivy 16, 821 09 Bratislava - mestská časť Ružinov, Slovak Republic, Company ID-No.: 35 892 030.
TomTom means TOMTOM GLOBAL CONTENT B.V., with its registered seat at De Ruijterkade 154, 1011 AC Amsterdam, the Netherlands, Company ID-No.: 34076599.
TomTom Logos mean the logos, trademarks or other identifying logos of TomTom.
Update means the updated version of the Licensed Products, which TomTom makes available.
Value Added Reseller means a party which uses the Authorized Applications for incorporation into another application or solution, which will be provided to Distributors and/or End Users. A Value Added Reseller shall not be a Competitor.

2
The rights and obligations of Sub-licensee related to the use of Licensed Products shall be governed by the below specified provisions and Sub-licensee accepts and agrees to be bound by them by conclusion of Agreement with Sub-licensor.

3
End User may use Licensed Products only for its own internal business or personal use and not for resale, distribution, sublicense or commercial use.

4
Sub-licensee acknowledges that Licensed Products are confidential information that may not be disclosed to third parties. This is without prejudice to the rights that a Value Added Reseller or a Distributor will have.

5
Sub-licensee may not copy Licensed Products without an express authorisation provided by Sub-licensor.

6
Sub-licensee is prohibited to remove or obscure of any copyright, trademark notice, or restrictive legend.

7
To the extent permitted by applicable law, the covenants and obligations undertaken by Sub-licensee herein are intended for the direct benefit of TomTom and may be enforced by TomTom directly against Sub-licensee.

8
Neither TomTom nor its suppliers shall be liable to Sub-licensee, for any incidental, consequential, special, indirect or exemplary damages arising out of or connected with the use of Licensed Products, including lost profits or costs of cover, loss of use or business interruption or the like, regardless of whether Sub-licensee were advised of the possibility of such damages.

9
Notwithstanding anything to the contrary contained herein, Sub-licensee agrees that TomTom or its suppliers shall have no monetary liability to Sub-licensee for any cause (regardless of the form of action) under, relating or connected with the use of Licensed Products.

10
Sub-licensee may not use Licensed Products to create (or assist in the creation of) a digital map database. A “digital map database” means a database of geospatial data containing the following information and attributes: (x) road geometry and street names; or (y) routing attributes that enable turn-by-turn navigation on such road geometry; or (z) latitude and longitude of individual addresses and house number ranges.

11
Sub-licensee may not use Licensed Products to provide competitive information about Sub-licensor or TomTom or its products to third parties.

12
If Sub-licensee is a government entity, it is obliged to comply with the following:
12.1
U.S. GOVERNMENT RIGHTS. If Sub-licensee 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, reproduction, release, modification, disclosure or transfer 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 Licensed Product, the construction that provides greater limitations on the Government’s rights shall control. Contractor/manufacturer is TomTom North America, Inc., 11 Lafayette Street, Lebanon, NH 03766-1445. Phone: 603.643.0330. The Licensed Products are © 2006-202_ by TomTom. ALL RIGHTS RESERVED.
12.2
For purpose of any public disclosure provision under any federal, state or local law, it is agreed that any Licensed Products are a trade secret and a proprietary commercial product and not subject to disclosure.
12.3
U.S. Government RESTRICTED RIGHTS. The LBS Software is provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R.227.2702, as applicable or successor provisions. The manufacturer is Uber Technologies, Inc., San Francisco, CA, 94103
12.4
If Sub-licensee is an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then it hereby agrees to protect the Licensed Products from public disclosure and to consider the licensed products exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the Licensed Products. In the event that such exemption is challenged under any such laws, the Agreement between Sub-licensor and Sub-licensee shall be considered breached and any and all right to retain any copies or to use of the Licensed Products shall be terminated and considered immediately null and void. Any copies of the Licensed Products held by Sub-licensee shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, the Agreement between Sub-licensor and Sub-licensee related to the Licensed Products shall be considered terminated and null and void, in its entirety, and any and all copies of the Licensed Products shall immediately be destroyed.

13
Specific conditions relating to certain products:
A. Additional provisions for data of Ireland. Sub-licensee is prohibited from using the data of Ireland in any printed, published form to be distributed freely or sold to the public.
B. Additional provisions with respect to the points of interest Licensed Product - coverage of the Canada and/or the United States: It is expressly prohibited to use the points of interest Licensed Product for (a) telephone call routing related applications; (b) screen pop applications, (c) CD-ROM director of other derivative directory product; (d) verification services; (e) caller name services; and (f) online marketing lead verification services.
Following restrictions will apply to usage of the brand icon component:
Sub-licensee agrees that the use of the brand icon component is subject to the terms and conditions set forth herein and that there may be additional third party terms, conditions and restrictions to which the use of the brand icon component will be subject and which will be provided to the Sub-licensee from time to time in the product release notes.
C. Additional provisions with respect to the speed profiles, TomTom traffic, and any other traffic related Licensed Product: Neither the data nor the Licensed Products such as speed profiles or TomTom traffic or any derivatives thereof shall be used for the purpose of enforcement of traffic laws including but not limited to the selection of potential locations for the installation of speed cameras, speed traps or other speed tracking devices. With regards to speed profiles, Sub-licensee acknowledges and agrees that the actual speeds may not reflect the legally imposed speed limits.
D. Additional provisions with respect to the TomTom Traffic Licensed Product - coverage of Canada, Mexico and/or the United States: The TomTom Traffic Licensed Product may not be delivered by FM Radio, HD Radio or Hybrid Radio. The TomTom Traffic Licensed Product may not be licensed or provided to INRIX, HERE, Radiate Media or any radio or television broadcaster in North America.

13.1
Grant of Sub-license
13.1.1
Sub-licensee shall be granted a non-exclusive, revocable and territorially unlimited “as is” Sub-licensee to use the Licensed Products.
13.1.2
The provision contained herein contains the full and complete grant of rights in respect of the Licensed Products and any other use of the Licensed Products other than expressly permitted herein is strictly prohibited.

13.2
Updates
13.2.1
Any Updates supplied to Sub-licensee shall be deemed to be subject to the herein terms.

13.3
Right to Discontinue Products
13.3.1
Sub-licensor shall have the right to discontinue or amend the terms relating to any Partner Product on providing Sub-licensee with 2 months prior written notice. The foregoing shall apply only to the extent that the licensor of such Partner Product directly or indirectly revokes Sub-licensor’s right to sub-license and resell such Partner Product or amend the terms related thereto. Upon notice of such discontinuation of a Partner Product, Sub-licensee shall cease all use of such Partner Product as per the terms of such notification by Sub-licensor and Sub-licensor shall use its reasonable endeavours to provide an equivalent replacement to such Partner Products as soon as reasonably possible.
13.3.2
Sub-licensor may discontinue any of the Licensed Products which are hosted by TomTom or its suppliers on providing Sublicensee with 9 months prior written notice.

13.4
Third Party Product Terms
13.4.1
The Licensed Products may include data which are licensed from third parties (and which includes Partner Products). Sub-licensee shall comply with all requirements and restrictions which such third parties may require Sub-licensor to impose also on Sub-licensee (and as may be updated and amended by TomTom from time to time). All applicable restrictions are set out at http://tomtom.com/en_gb/thirdpartyproductterms/. Such web link shall be updated quarterly by TomTom and it shall be Sub-licensee’s responsibility to check, review and comply with any updated or amended terms that would apply to the Licensed Products licensed hereunder.