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 Sygic Maps, i.e. a standard solution delivered to Sub-licensee as a software product, designed for tracking, route/routing and/or route optimization of mobile assets managed through a central dispatching unit (control room) which is provided via an ASP deployment, which can be accessed by more than one End User. Navigation is prohibited.
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.
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.
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.
Inspection means the inspection as set out in Clause 15.8.3.
TomTom means TOMTOM GLOBAL CONTENT B.V., with its registered seat at De Ruijterkade 154, 1011 AC Amsterdam, the Netherlands, Company ID-No.: 34076599.
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.
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.
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 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
Sub-licensee may not use Licensed Products for in-flight or drone navigation or in connection with any high risk systems, devices, products or services that are critical to the health and safety or security of people and property.

13
If Sub-licensee is a government entity, it is obliged to comply with the following:
13.1
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 © 2006-201_ by TomTom. ALL RIGHTS RESERVED.
13.2
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.
13.3
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
13.4
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.

14
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.
14.1
Grant of Sub-license
14.1.1
Sub-licensee shall be granted a non-exclusive, revocable and territorially unlimited “as is” Sub-licensee to use the Licensed Products for the term and in consideration for paying the fees as specified in the Sygic Maps Specification that forms a part of Appendix 1 of the Agreement for Sygic Maps.
14.1.2
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.

14.2
Updates
14.2.1
Any Updates supplied to Sub-licensee shall be deemed to be subject to the herein terms.

14.3
Right to Discontinue Products
14.3.1
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.
14.3.2
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.

14.4
Third Party Product Terms
14.4.1
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.

14.5
General Further Obligations of Sub-licensee
14.5.1
Any use of Licensed Products by Sub-licensee shall be in accordance with all applicable laws and regulations (including on data protection).
14.5.2
Sub-licensee may not, without the express prior written consent of Sub-licensor, use the Licensed Products or part thereof (including any content delivered via the Licensed Products) to create any derivative work, product or service. This prohibition includes, without limitation, compiling a competing database or service to the Licensed Products by using, extracting or reutilizing the data contained within the Licensed Products or a substantial part thereof or use the Licensed Products for the creation of any secondary or derived database populated wholly or partially with Sub-licensee’s data and/or data supplied or created by any third party. Sub-licensee may not copy or use the structure and arrangement of the Licensed Products or the content or data delivered therein for the creation of the same.
14.5.3
Sub-licensee shall not use the content or data contained within the Licensed Products in combination with any other database of Competitors or other third parties except that Sub-licensee may layer onto the same associate features or attributes of a type not already included within the Licensed Products and of which TomTom does not otherwise license. Notwithstanding the foregoing, in no event shall Sub-licensee make any additions, modifications, adaptations, or other alterations that in any manner materially reduces, impairs, or otherwise negatively impacts upon the accuracy, completeness, integrity, or safety of the Licensed Products or undertake any action which would reasonably be expected to damage the reputation or goodwill of TomTom.
14.5.4
Sub-licensee shall not reverse engineer or disassemble the Licensed Products.
14.5.5
Sub-licensee shall not use the Licensed Products or any derivatives thereof 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.
14.5.6
Sub-licensee shall not use the Licensed Products for in-flight or drone navigation or in connection with any high risk systems, devices, products or services that are critical to the health and safety or security of people and property.
14.5.7
Sub-licensee shall not use the Licensed Products in connection with any unlawful, unethical, obscene, pornographic, libellous or other inappropriate material.
14.5.8
Sub-licensee acknowledges and agrees that violation of any of the provisions of clauses 14.5.1 to 14.5.5 could cause irreparable harm and significant injury to TomTom and Sub-licensor, for which there is no adequate remedy at law. Therefore, notwithstanding the provisions on governing law and dispute resolution, Sub-licensee agrees that Sub-licensor shall have the right, in addition to any other rights it may have at law or in equity, to obtain immediate injunctive relief (or similar prohibition) from any court, tribunal or other legal authority of competent jurisdiction enjoining any breach or potential breach of the foregoing provisions by Sub-licensee as well as an equitable accounting of all profits and benefits arising from such breach. The foregoing shall include the right to recover from Sub-licensee all costs, including legal fees associated with obtaining such order.

14.6
End Users
14.6.1
Before allowing use of the Authorized Application by an End User, Sub-licensee (in a position of Distributor or Value Added Reseller) shall require the End User to accept the terms of a legally binding agreement containing provisions at least as restrictive as the terms as set out herein.

14.7
Accounting and Inspection
14.7.1
Sub-licensee shall keep, maintain and preserve in its principal place of business during the term of the Agreement with Sub-licensor and for at least three (3) years following the expiration or termination of the Agreement, complete and accurate records and accounts covering all transactions relating to the Agreement, including but not limited to, invoices, inventory records, shipment records, correspondence and all other pertinent records and accounts.
14.7.2
Such records and accounts shall be maintained in accordance with generally accepted accounting procedures and principles and shall be available for Sub-licensor’s inspection. Upon written request, Sub-licensee shall make copies of such records available to Sub-licensor for the purpose of ascertaining the accuracy and correctness of such statements.
14.7.3
Without prejudice to Sub-licensor’s right under clause 14.7.2, Sub-licensor shall be at liberty, upon giving at least thirty (30) days prior written notice to Sub-licensee, to have an independent third party, appointed by Sub-licensor examine the said records and accounts and compliance by Sub-licensee of the terms and conditions herein at any time or times during the term of the Agreement and for three (3) years thereafter, during normal business hours (“Inspection”).
14.7.4
Sub-licensee must give all assistance necessary in connection with Inspection and permit any third party inspectors to take copies of any of those records to the extent necessary to comply with applicable professional standards to keep a record of work performed such as for defense and archiving purposes.
14.7.5
Fees and expenses incurred in connection with Inspection shall be borne by Sub-licensor unless such Inspection reveals that an error of five percent (5%) or more in any sublicense fees payable was made. In such case, Sub-licensee must reimburse Sub-licensor, for the adjusted sublicense fees, as well as the fees and expenses in connection with the Inspection during which such error was discovered.

14.8
Intellectual Property Rights
14.8.1
All Intellectual Property Rights in the Licensed Products shall belong to TomTom and its licensors.
14.8.2
Without limiting the foregoing, Sub-licensee acknowledges that the Licensed Products are the result of substantial investments and protected by database rights as meant in the European Union Database Directive 96/9/EC, and Sub-licensee acknowledges that the Licensed Products may be protected by similar rights in other jurisdictions outside the European Union.
14.8.3
All Intellectual Property Rights in the Authorized Application, excluding the Intellectual Property Rights of TomTom as set out in clauses 14.8.1 and 14.8.2, shall belong to Sub-licensor.
14.8.4
Usage of the TomTom’s logos by Sub-licensee is subject to Sub-licensor’s prior approval.

14.9
Protection Against Unauthorized Use
14.9.1
Sub-licensee will use adequate organizational, technological and security measures, including but not limited to any measures used and/or reasonably recommended by Sub-licensor, to prevent piracy and any unauthorized use of or access to the Licensed Products.
14.9.2
The Parties acknowledge that it is in their mutual interest to prevent counterfeit and other unauthorized use of the Licensed Products and the Authorized Application. Sub-licensee shall inform Sub-licensor as soon as reasonably possible of any counterfeit of the Licensed Products and the Authorized Application of which Sub-licensee become aware.

14.10
Warranties
14.10.1
Sub-licensor and Sub-licensee warrant that they have full capacity and authority and all necessary licenses, permits and consents to enter into and to perform hereunder.
14.10.2
Sub-licensee warrants that it will not:
a) Combine the Licensed Products with any Open Source Software or other data in any manner which may result in the Licensed Products becoming subject to the terms of an Open Source License;
b) Without prejudice to letter a) above undertake or permit any action which would result in the Licensed Products becoming subject to the terms of a Copyleft License.
14.10.3
THE LICENSED PRODUCTS ARE PROVIDED ON AN “AS IS” AND WITH ALL FAULTS BASIS” AND SUB-LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY SUB-LICENSOR OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD PARTY PROVIDERS SHALL CREATE A WARRANTY, AND SUB-LICENSEE IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION.

14.11
Limitation of Liability
14.11.1
SHOULD SUB-LICENSOR BREACH ANY OBLIGATION IN RESPECT OF A GRANT OF SUB-LICENSE, IT SHALL BE LIABLE FOR THE DAMAGE CAUSED TO SUB-LICENSEE ONLY IF THE DAMAGE HAS BEEN CAUSED BY HIS GROSS NEGLIGENCE.
14.11.2
SUB-LICENSOR’S ENTIRE LIABILITY FOR ALL CLAIMS OR DAMAGES ARISING OUT OF, OR RELATED TO THE GRANT OF SUB-LICENSE, REGARDLESS OF THE FACT WHETHER SUB-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 SUB-LICENSOR FOR LICENSED PRODUCTS UNDER THE CONTRACT FOR SPECIFIC ITEM (E.G. PARTICULAR API KEY OR PARTICULAR ASSET), THAT CAUSED THE DAMAGE OR THAT IS THE SUBJECT MATTER OF, OR IS DIRECTLY RELATED TO, THE CAUSE OF ACTION. THE PARTIES CONFIRM THAT THE AMOUNT REFERRED TO THE IMMEDIATELY PRECEDING SENTENCE REPRESENTS THE AMOUNT OF FORESEEABLE DAMAGES.