Application
The platform(s) provided by Market2x Group Limited and its subsidiaries and related companies (collectively, M2X, and such platform(s) the M2X Platform) may include map data provided by TomTom Global Content B.V., (TomTom, and such data Licensed Products).
These End User Terms (Terms) govern End User’s use of the Licensed Products.
The covenants and obligations undertaken by End User under these Terms are intended for the direct benefit of TomTom and may be enforced by TomTom directly against End User.
1. Restrictions
End User must not:
a resell, distribute, sublicense or otherwise use the Licensed Products for commercial purposes;
b copy the Licensed Products without TomTom’s authorization;
c remove or obscure any copyright, trademark notice, or restrictive legend; or
d 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.
2. Third Party Product Terms
The Licensed Products may include data which TomTom licenses from third parties. End User shall comply with all requirements and restrictions which such third parties may require TomTom to impose on End User (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/. The terms set out in such web link may be updated from time to time by TomTom and it shall be End User’s responsibility to check, review and comply with any updated or amended terms that would apply to the Licensed Products licensed under these Terms
3. Confidentiality
End User acknowledges that the Licensed Products are the confidential information ofTomTom. End User must not disclose the Licensed Products to third parties.
4. Audit
TomTom has the right to audit End User’s use of the Licensed Products.
5. LIMITATION OF LIABILITY
NEITHER M2X, TOMTOM NOR TOMTOM’S SUPPLIERS SHALL BE LIABLE TO END USER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE LICENSED PRODUCTS, INCLUDING LOST PROFITS OR COSTS OF COVER, LOSS OF USE OR BUSINESS INTERRUPTION OR THE LIKE, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, M2X, TOMTOM OR TOMTOM’S SUPPLIERS SHALL HAVE NO MONETARY LIABILITY TO END USER FOR ANY CAUSE (REGARDLESS OF THE FORM OF ACTION) UNDER OR RELATING TO THESE TERMS OR THE LICENSED PRODUCTS.
6. NO WARRANTY
THE LICENSED PRODUCTS ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS BASIS” AND M2X,TOMTOM AND TOMTOM’S SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFNON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY TOMTOM OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD PARTY PROVIDERS SHALL CREATE A WARRANTY, AND END USER IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THESE TERMS.
7. M2X Platform Restrictions
7.1 End User must not use the M2X Platform 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.
7.2 End User must not use the M2X Platform to provide competitive information about TomTom or its products to third parties.
8. Government Entities
8.1 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 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© 1992-2022 by TomTom. 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.
8.2 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
8.3 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, these Terms 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 You shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, these Terms shall be considered terminated and null and void, in its entirety, and any and all copies of the Licensed Products shall immediately be destroyed.
9. Additional Conditions
9.1 End User is prohibited from using the data of Ireland in any printed, published form to be distributed freely or sold to the public.
9.2 The 6-digit alpha/numeric Canadian Postal Codes contained in any Licensed Product cannot be used for bulk mailing of items through the Canadian postal system. Furthermore, the 6-digit alpha/numeric Canadian Postal Codes must be wholly contained in the M2X Platform and shall not be extractable. Canadian Postal Codes cannot be displayed or used for postal code look-up on the Internet, nor can they be extracted or exported from any application to be utilized in the creation of any other data set or application. Notwithstanding the above, an End User may optionally correct or derive Canadian Postal Codes using the M2X Platform, but only as part of the address information for locations (e.g.: of delivery points and depots) that have been set up in the M2X Platform, and optionally extract data for fleet management purposes.
9.3 End User specifically agrees that it shall not:
a store the Licensed Product for more than twenty-four (24) hours on End User’s servers;
b broadcast or make TomTom Traffic Licensed Product available; and
c use the feed or information received via the feed for historical data purposes (including but not limited to collection or analysis).
9.4 Neither the TomTom 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, End User acknowledges and agrees that the actual speeds may not reflect the legally imposed speed limits.
9.5 End User represents and warrants that:
a it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and
b it is not listed on any U.S. Government list of prohibited or restricted parties.
