iGuidance by iNav Corp - End User License Agmt

The mapping and navigation software ("Software") and map data ("Data") are provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following iNav Corporation iGuidance software license (“License”) terms and conditions which are agreed to by you, on the one hand, and iNav Corporation ("iNav") and its licensors (including their licensors and suppliers) (“Licensors”) on the other hand. This EULA shall commence on the date you install the Software and Data, and equally apply to all subsequent updates, map upgrades, “online” or electronic documentations, and Internet-based services you install and/or download and shall continue until the earlier of: (i) the date it is terminated in accordance with the terms herein; or (ii) the expiration of the trial period, if applicable. You agree that this EULA is enforceable as any written agreement signed and agreed to by you. If you do not agree to the terms of this agreement, you should promptly exit the install program and do not install the Software and Data. Your rights under this License will terminate automatically without notice if you fail to comply with any term(s) of the License.

WARNING: DO NOT ENTER DATA OR WORK THE SOFTWARE’S CONTROLS WHILE OPERATING A VEHICLE. IT IS DANGEROUS TO DO SO. PARK VEHICLE PRIOR TO OPERATING THIS SOFTWARE. INAV AND NETROPA TAKE NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY USE THAT IS INCONSISTENT WITH THIS WARNING OR THE EULA.

COPYING OR USE OF THIS SOFTWARE AND DATA OR ITS DOCUMENTATION EXCEPT AS PERMITTED BY THIS EULA IS UNAUTHORIZED AND IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY OR USE THIS SOFTWARE AND DATA OR ITS DOCUMENTATION WITHOUT PERMISSION OF iNAV, EXCEPT AS PERMITTED BY THIS EULA, YOU ARE VIOLATING THE LAW. YOU WILL BE LIABLE TO iNAV AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

TERMS AND CONDITIONS

License Grant

iNav and its Licensors grant you a perpetual, non-exclusive, and non-transferable License to use, in accordance with the permitted use set forth in this EULA. You may use one copy of the enclosed Software and Data on a single computer (desktop or notebook), Windows CE (Pocket PC) device, UMPC (ultra mobile PC), OR a car PC at any time. You may not network the Software and Data or otherwise use it on more than one computer or mobile computer at the same time. You may make copy of the Software and Data solely for backup or archival purposes. The backup copy must include all copyright information contained in the original. THE SOFTWAREAND DATA INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED COPYING. PLEASE REFER TO THE ACTIVATION GUIDE INCLUDED WITH YOUR PURCHASE OR VISIT WWW.INAVCORP.COM/SUPPORT.PHP FOR PRODUCT ACTIVATION INFO. EACH LICENSE GRANTS MAXIMUM OF TWO ACTIVATIONS. UNINSTALLATIONS AND REINSTALLATIONS OF SOFTWARE TO THE SAME LAPTOP OR UMPC WILL NOT AFFECT ACTIVATION COUNT NOR IN THE CASE WITH EQUIPEMENT TRANSFER, PROVIDED YOU DE-ACTIVATE THE LICENSE ON THE ORIGINAL MACHINE BEFORE RE-ACTIVATING IT ON YOUR NEW MACHINE. BOTH EQUIPMENTS MUST BE OWNED AND USED BY YOU PERSONALLY.

License Sales Policy

LICENSE TO USE SOFTWARE AND DATA AS WELL AS THE ACTUAL PRODUCT DISK ITSELF ARE NON-REFUNDABLE ONCE THE SERIAL # OR LICENSE CODE IS USED OR IF THE PROGRAM DVD CASE OR DISK SLEEVE/ENVELOP SEAL IS BROKEN OR TAMPERED WITH. LICENSE AND DISK OBTAINED THROUGH EVALUATION PROCESS IS NON-REFUNDABLE ONCE THE FULL LICENSE IS PURCHASED AND LICENSE KEY OR UNLOCKING CODE ISSUED.

Personal/Internal Use Only & Copyright

You agree to use this Software & Data for solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes; or in the case of government or corporate customers with volume licenses purchased for use by their authorized employees or contractors, for purpose as required by business internally. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Software and Data only as necessary for backup or archival purposes or use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and does not modify the Software and Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Software and Data, and you may not distribute, rent, lease, sell, sublicense or otherwise transfer all or part of the Software and Data or any associated rights granted hereunder in any form, for any purpose, except to the extent permitted by mandatory law and this License.

Restrictions

Except where you have been specifically licensed to do so by iNav and without limiting the preceding paragraph, you may not (a) use this Software and Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or capable of vehicle dispatch, fleet management or similar applications. Without limiting the foregoing, you may only use the Software and Data in the form delivered by iNav and it may not be subject to any further automated or systematic processing.

Non-Transferability

You may NOT transfer, assign, rent, lease, sell, or sublicense rights in the Software and Data to a third party, un-bundle and/or repackage for distribution or resale, or authorize all or any portion of the Software and Data to be copied onto another user’s computer.

Limited Warranty for Disk Media ONLY

The following limited warranty is available only if you purchased iNav Software and Data from an authorized reseller. iNav warrants that the media on which the Software and Data is furnished will be free from defects in material or workmanship for a period of ninety (90) days from your payment of the applicable license fee, as evidenced by your invoice (the “Limited Warranty Period”), provided that the media is used in the way it is intended as described in the Installation Guide and iGuidance User Manual included with each Software and Data package. Receipt of media replacement and/or subsequent updates or upgrades to the Software and Data shall not restart or otherwise affect the warranty period for previously delivered copies. All warranties stated in this EULA apply only when the Software and Data is used within the United States of America, Canada, Puerto Rico, and U.S. Virgin Islands. iNav’s sole obligation and liability for breach of the foregoing warranties shall be to replace the defective media, as the case may be. In the case warranty is applied and granted, you are responsible for shipping the disk back to iNav if requested, and iNav will not be liable for any damage and/or loss due to transit.

Support and Termination of Support

iNav has no obligation to provide technical support service to the Software and Data. iNav reserves the right to terminate our support services and/or any other related services applicable to this EULA and the Software and Data anytime without notice and/or in the event that the Software and Data has become inoperable or incompatible with current operating systems, hardware, or other technologies.

Disclaimer of Warranty

This Software and Data is provided to you "AS IS WITH ALL FAULTS" and you agree to use it at your own risk. iNav and its Licensors make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, performance, merchantability, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Software and Data, or that the Software, Data or server will be uninterrupted or error-free. You acknowledge that route calculation error may occur when using navigation. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer and Limitation of Liability

iNAV AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF INAV OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Further, iNav shall not be liable for and shall be excused from any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions of power or communications, failure of licensors, suppliers or subcontractors, natural disasters, or other acts of God. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein), the entire liability of iNav and its Licensors arising from or related to this EULA, shall be limited to the amount actually paid by you for the Software and Data. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Disclaimer of Endorsement

Reference to any products, services, processes, hypertext links to third parties or other data by trade name, trademark, manufacturer, supplier or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by iNav or its Licensors. Product and service information are the sole responsibility of each individual vendor. The Navteq Corporation name and logo, the NAVTEQ (formerly NAVTECH) and NAVTEQ ON BOARD trademarks and logos, and other trademarks and trade names owned by Navteq Corporation may not be used in any commercial manner without the prior written consent of Navteq Corporation. The Netropa Corporation name and logo, the Netropa and Intellinav trademarks and logos may not be used in any commercial manner without prior written consent of Netropa Corporation. The iNav Corporation name and logo, and iGuidance trademark and logo may not be used in any commercial manner without the prior written consent of iNav Corporation.

Export Control

You agree not to export from anywhere any part of the Software and Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Indemnity

You agree to indemnify, defend and hold iNav and its Licensors (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives) free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with any use or possession by you of this Software and Data.

Entire Agreement

These terms and conditions constitute the entire agreement between iNav (including its Licensors and suppliers) and you pertaining to the subject matter hereof, and supersede in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law

The above terms and conditions shall be governed by the laws of the California, USA (for the Software), or Illinois, USA (for the Data), without giving effect to its conflict of laws provisions. You agree to submit to the jurisdiction of California (for the Software), and Illinois (for the Data), for any and all disputes, claims and actions arising from or in connection with the Software and Data provided to you hereunder.

Government End Users

Any Software, and/or documentation, delivered hereunder are subject to the terms of this iNav EULA. In no event shall the U.S. Government acquire greater than RESTRICTED RIGHTS.

At a minimum, use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c) (1) (ii) of the rights in Technical Data and Computer Software clause at DFARS §252.227-7013 or subparagraphs (c) (1) and (2) of Commercial Computer Software - Restricted Rights at FAR §52.227-19, as applicable. Contractor/Manufacturer is Netropa Corp, 3 Park Plaza, Suite 480, Irvine, California 92614, USA.

If the NAVTEQ Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, (i) for acquisitions conducted by the Department of Defense, the NAVTEQ Data is licensed with "Limited Rights" in accordance with the rights set forth at DFARS 252.227-7013(b)(3), TECHNICAL DATA-NONCOMMERCIAL ITEMS, and NAVTEQ Data delivered or otherwise furnished with "Limited Rights" shall be marked with the following "Limited Rights Notice" set forth at DFARS 252.227-7013(f)(3), and shall be treated in accordance with such Notice:

Government End User Limited Rights

CONTRACT NO.: __________________________________________________
CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: Navteq Corporation

CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654, USA.

The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(3) of the Rights in Technical Data-Noncommercial Items clause contained in the above identified contract. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such data must promptly notify the above named Contractor.

and; (ii) for civilian agency acquisitions, the NAVTEQ Data is licensed in accordance with the rights set forth at FAR 52.227-14(g)(1), Rights in Data-General (Protection of limited rights data and computer software). In the event that the Contracting Officer requires the delivery of limited rights NAVTEQ Data that has been withheld or would otherwise be withholdable in accordance with FAR 52.227-14(g)(1), the NAVTEQ Data is licensed with "Limited Rights" as set forth in the following "Limited Rights Notice" at FAR 52.227-14(g)(2) (Alternate II), which shall be affixed to the NAVTEQ Data and the NAVTEQ Data shall be treated in accordance with such Notice (which shall be marked on any reproduction of these data, in whole or in part):

Government End User Limited Rights Notice (JUN 1987)

These data are submitted with limited rights under Government Contract No. _____ (and subcontract ______, if appropriate). These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any, provided that the Government makes such disclosure subject to prohibition against further use and disclosure: There are no additional purposes permitting disclosure of such Data.

The manufacturer/supplier of the Data is Navteq Corporation, 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654, USA.

If the Contracting Officer refuses to use either of the licenses provided in (i) or (ii), herein, the Contracting Officer must notify Navteq Corporation prior to seeking additional or alternative rights in the NAVTEQ Data.