Software License Agreement for RouteBuddy

The following is a legal software license agreement between you, the software end user, and RouteBuddy Ltd, which covers your use of software provided by Tele Atlas and RouteBuddy Ltd. Carefully read this license agreement before using the Software. Installing the Software on a device indicates that you have read this license agreement and agree to its terms. If you do not agree to the terms of the license, you may return the RouteBuddy software to the place where you obtained it for a refund. If the RouteBuddy software was accessed electronically, click DISAGREE/DECLINE. For RouteBuddy software included with your purchase of hardware, you must return the entire hardware/software package in order to obtain a refund.

1. Grant of License

This license permits you to use one copy of the Software, documentation and any fonts or images accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the “RouteBuddy Software”) on any single device. For each software licensee, the program can be “in use” on only one computer or hardware device at any given time. The Software is “in use” when it is either loaded into RAM or installed into the hard disk or other permanent memory of a hardware device. A special license permit from Tele Atlas is required if the program is going to be installed on a network server for the sole purpose of distribution to other devices or end-users. You may not modify, translate, reverse assemble, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Software, including without limitation any such mechanism used to restrict or control the functionality of the Software, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Software (except to the extent that such activities may not be prohibited under applicable law). Tele Atlas is a third party beneficiary of rights granted under this license but is not a party to the license granted herein and shall have no obligations thereunder.

2. Permitted License Uses and Restrictions

This software is for non-commercial use only and your rights in the Software are strictly limited to home, personal or recreational use only by you and not for the benefit of third parties. The geographical information made available for display using the Software is provided under a nonexclusive, non-transferable license for use only by you. You may not use the Software or the geographical information made available for display using the Software, or any prints or screen outputs generated with the Software in any commercial or business environment or for any commercial or business purposes for yourself or any third parties. This License allows you to install and use the RouteBuddy Software. The RouteBuddy Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. You may not make the RouteBuddy Software available over a network where it could be used by multiple computers at the same time. You may make one copy of the RouteBuddy Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the RouteBuddy Software or any part thereof. Printouts, photocopies, Portable Document Formats, and any form of saved image format of maps, mapping components, text, graphics and index tables may be taken for your own use including for use in personal educational and personal research documents and projects. Printouts, photocopies, Portable Document Formats, and any form of saved image format of maps, mapping components, text, graphics and index tables may not be be circulated for republication, promotional purposes or sale, nor may they be taken and used interactively with any software program other than the RouteBuddy Application. Copyright in this material irrespective of its form of presentation will however vest in the owners of the original map data.

THE ROUTEBUDDY SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT OR MARINE NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL MACHINES/SYSTEMS, OR ANY OTHER SUCH HAZARDOUS ACTIVITY OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE ROUTEBUDDY SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

3. RouteBuddy Atlas Map Store, POI Store and other Services

This software enables access to RouteBuddy’s Atlas Map Store, POI Store and other parts of the RouteBuddy store which offers downloads of maps, POI’s (Points of Interest) and other map based information for sale and other services (collectively and individually, “Services”). Use of the Services requires Internet access and use of certain Services requires you to accept additional terms of service which will be presented to you before you can use such Services.

Your rights under this license will terminate automatically without notice from RouteBuddy if you fail to comply with any term(s) of this license.

You understand that by using any of the Services from RouteBuddy users on any of the pages supported by RouteBuddy users such as Users POI’s and in the RouteBuddy Forum, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that RouteBuddy shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Content types (including genres, sub-genres and RouteBuddy categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that RouteBuddy does not guarantee their accuracy.

Certain Services may include materials from third parties or links to certain third party web sites. You acknowledge and agree that RouteBuddy is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. RouteBuddy does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that RouteBuddy is not in any way responsible for any such use by you.

You agree that the Services, including but not limited to graphics, map images and files, and editorial content, contain proprietary information and material that is owned by RouteBuddy and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

RouteBuddy and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will RouteBuddy be liable for the removal of or disabling of access to any such Services. RouteBuddy may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

4. Copyright

The Software that is licensed is protected by copyright laws, international treaty provisions, and all other applicable national laws. The Software must be treated like all other copyrighted materials (e.g. books and musical recordings). This license does not allow the Software to be rented or leased, lent or sub-licensed subject to you being allowed to make a one-time permanent transfer of all of your license rights to the RouteBuddy software to another party, provided that you may not rent, lease, lend or sub-license the RouteBuddy Software. You may, however, make a one-time permanent transfer of all of your license rights to the RouteBuddy Software to another party, provided that: (a) the transfer must include all of the RouteBuddy Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the RouteBuddy Software, full or partial, including copies stored on a computer or other storage device; and© the party receiving the RouteBuddy Software reads and agrees to accept the terms and conditions of this License and the written materials accompanying the Software (if any) may not be copied.

5. Ownership

Title, ownership rights, and all intellectual property rights in and to the Software and any accompanying documentation, and any copy of the foregoing, shall remain the sole and exclusive property of Tele Atlas or RouteBuddy Ltd (where applicable), and/or its third party licensors. You agree to abide by the copyright law and all other applicable laws. You acknowledge that the Software contains valuable confidential information and trade secrets of its right holders.

6. Limited Warranty on Media

RouteBuddy warrants the media on which the RouteBuddy software is recorded and delivered by RouteBuddy to be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of original retail purchase. Your exclusive remedy under this section shall be, at RouteBuddy’s option, a refund of the purchase price of the product containing the RouteBuddy software or replacement of the RouteBuddy software which is returned to RouteBuddy or an authorized representative with a copy of the receipt. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.

7. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ROUTEBUDDY OR TELE ATLAS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ROUTEBUDDY SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ROUTEBUDDY OR TELE ATLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall RouteBuddy’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty pounds sterling (£50.00), The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

8. Warranty Disclaimer

NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THIS SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES FOR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND ROUTEBUDDY AND TELE ATLAS EXPRESSLY DISCLAIM ALL WARRANTIES NOT STATED HEREIN. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU, AND NOT ROUTEBUDDY, TELE ATLAS OR AN AUTHORISED DISTRIBUTOR, ASSUME THE ENTIRE COST OF NECESSARY SERVICING, REPAIR, OR CORRECTION. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS. YOUR SOLE REMEDY AND THE ENTIRE LIABILITY OF ROUTEBUDDY LTD ARE SET FORTH ABOVE. IN NO EVENT WILL ROUTEBUDDY LTD OR AN AUTHORISED DISTRIBUTOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF USE OF OR INABILITY TO USE SUCH SOFTWARE.

9. Termination

Your rights with respect to the Software under this license is effective until terminated. Such rights will terminate automatically without notice to you from RouteBuddy if you fail to comply with any terms of this license. From the termination of this license, you shall cease all use of the RouteBuddy software and destroy all copies, full or partial, of the RouteBuddy software. Alternatively, you shall return all copies of the software to the party from which the software was acquired.

10. Governing Law

This Agreement is governed by the laws of England and Wales.

11. Third Party Software and Service Terms and Conditions

This application contains software in the form of Map data from Tele Atlas, European Headquarters, Moutstraat 132, B-9000 Gent, Belgium. The Map Data software from Tele Atlas enables this application (RouteBuddy) to read and display RouteBuddy Road Map data and POI’s. and to perform other functions. You may use Tele Atlas Data only by means of the intended End User functions of this application software.

12. Restrictions

The license granted herein is for your internal business or personal use only and not for transfer, distribution, or disclosure to third parties or use for the benefit of third parties and you agree to limit use to the authorized number of concurrent users, Servers, subscribers, or transactions as applicable

13. Prohibitions

The license granted herein does not allow you to operate a service bureau or any other use of the RouteBuddy software that involves the processing of data of other persons or entities, use the Licensed Products other than (1) with software provided by Licensee; or, if applicable, (2) while connected to Licensee’s website, assign, time-share, lend or lease, or rent the Licensed Products claim title or any ownership interest in the Licensed Products passing to the End User or any other party deriving or attempting to derive the structure of the Licensed Products use, duplicate (except for a single archival copy), reproduce, disclose, publish, distribute, or transfer the Licensed Products other than as specifically allowed, remove or obscure any copyright, trademark notice, or restrictive legend, modify or create any derivative work of the Licensed Products use the Licensed Products to provide competitive information about TA or the Licensed Products to third parties create any derivative product that competes with the Licensed Products

14. Acknowledgement

The end user will ensure that the following acknowledgement is applied where applicable.

(a) (Applicable for US data Only) The end user agrees to acknowledge, where applicable, the following U.S. 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, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with FAR 12.212 and DFARS 227.7202, and by a license agreement. Contractor/manufacturer is Tele Atlas North America, Inc., 1605 Adams Drive, Menlo Park, CA 94025, (650) 328-3825. The Licensed Products are ©1984-2006 by Tele Atlas N.V. and Tele Atlas North America, Inc. ALL RIGHTS RESERVED. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Licensed Products are a trade secret and a proprietary commercial product and not subject to disclosure.

(b) (Applicable for US data only) If End User 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 End User 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, this EULA 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 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, this EULA shall be considered terminated and null and void, in its entirety, and any and all copies of the Licensed Products shall immediately be destroyed.

(c) (Applicable for Canadian data only)., if RouteBuddy licenses the Tele Atlas MultiNet™ CAN data to an End User, the End User: 1. shall be prohibited from removing or obscuring any copyright, trademark or restrictive legend belonging to DMTI Spatial, Inc. 2. shall disclaim all warranties of DMTI Spatial, Inc., Her Majesty the Queen in Right of Canada, and the Minister of Natural Resources, whether express or implied, including but not limited to, the implied warranties of non-infringement, merchantability, completeness, accuracy, and fitness for a particular purpose. 3. shall disclaim all liability of DMTI Spatial, Inc., Her Majesty the Queen in Right of Canada, the Minister of Natural Resources and their respective officers, employees and agents, with respect to the Tele Atlas MultiNet™ CAN data. 4. shall be prohibited from changing the attributes or vector geometry of any of the Tele Atlas MultiNet™ CAN data. 5. shall indemnify DMTI Spatial, Inc., Her Majesty the Queen in Right of Canada, the Minister of Natural Resources and their respective officers, employees and agents, from and against all claims, demands or actions, irrespective of the nature of the cause of the claim, demand or action alleging loss, costs, expenses, damages or injuries (including injuries resulting from death) arising out of the use of the Tele Atlas MultiNet™ CAN data.

(d) (Applicable for data of Denmark only). If RouteBuddy licenses the Tele Atlas MultiNet™ data of Denmark to an End User, the End User will be prohibited from using the Tele Atlas MultiNet™ data of Denmark to create maps within telephone books, telephone books or other products similar to telephone books (e.g. directories), including such products in digital form.

(e) (Applicable for data of Norway only). If RouteBuddy licenses the Tele Atlas MultiNet™ data of Norway to an End User, the End User shall be prohibited from using the Tele Atlas MultiNet™ data of Norway to create general purpose printed or digital maps, which are similar to the basic national products of the Norwegian Mapping Authority. (Any Derivative Product of the Tele Atlas MultiNet™ data of Norway shall be regarded as similar to the basic national products of the Norwegian Mapping Authority if such Derivative Product has a regional or national coverage, and at the same time has a content, scale and format that are similar to the basic national products of the Norwegian Mapping Authority.)

(f) (Applicable for POI’s of the USA only). “THE PREMIUM POI’S ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL TELE ATLAS’S THIRD PARTY SUPPLIER OF THE PREMIUM POI’S BE LIABLE IN ANY WAY WITH REGARD TO THE PREMIUM POI’S.”

15. Controlling Law and Severability

This License will be governed by and construed in accordance with the laws of England and Wales, as applied to agreements entered into and to be performed entirely within the United Kingdom between United Kingdom residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

16. Complete Agreement; Governing Language

This License constitutes the entire agreement between the parties with respect to the use of the RouteBuddy Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to use RouteBuddy’s online map store which will govern your use of such store and any map downloads and any other POI’s and any other material you purchase through that store. No amendment to or modification of this License will be binding unless in writing and signed by RouteBuddy. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.