Terms of Use for Telenav Software Development Kit

and Scout for Apps API

 

Telenav Software Development Kit Terms of Use


Thank you for your interest in a Telenav Software Development Kit ("SDK"). Telenav SDKs are designed to provide developers with services, software and reference information that allow independent third party developers to include content information from Telenav such as maps, geocoding and other content made available by Telenav ("Content") and technologies, including reference programs and programming interface information to link into and extend the features of Telenav services ("API Information") in your web pages or applications.

1. Use of the Service is Subject to these Terms. Your use of any Telenav SDK (referred to in this document as the "SDK" or "Service") is subject to the terms of a legal agreement between you and Telenav Inc., ("Telenav") whose principal place of business is at 950
DeGuigne Drive, Sunnyvale, California 94085, United States. This legal agreement is referred to as the "Terms".

2. The Terms include Telenav's Legal Notices and Privacy Policy.
Unless otherwise agreed in writing with Telenav, the Terms will include the following:
(i) the terms and conditions set forth in this document;
(ii) the Legal Notices;
(iii) the Privacy Policy; and

(iv) the End-User Terms required by Microsoft Corporation

(b) Before you use any Telenav SDK, you should read each of the documents comprising the Terms, and print or save a local copy for your records.

Telenav reserves the right to make changes to the Terms from time to time. When these changes are made, Telenav will make a new copy of the Terms available at
http://developer.telenav.com/sdkweb/legalTerms. You understand and agree that if you use the Service after the date on which the Terms have changed, Telenav will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate the agreement by ceasing use of the Telenav SDK.

3. Using the Telenav SDK. You must agree to the Terms. You accept the Terms by using the Telenav SDK. In this case, you understand and agree that Telenav will treat your use of the Telenav SDK as acceptance of the Terms from that point onwards. You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms. You must post and abide by an appropriate privacy policy, and will comply with all applicable laws relating to the collection of information from visitors in connection with Telenav SDK Implementation.

4 Limits on Your Use of the Service; Advertising; Termination. If an SDK involves the use of transactions provided by means of an API, or some other means, you acknowledge and agree that Telenav may impose or adjust the limit on the number of transactions you may send or receive through the Service; such fixed upper limits may be set by Telenav at any time, at Telenav's sole discretion. Telenav will use good faith efforts to advise you of the limits that are in place and will attempt to provide notice as to any changes, but shall have no obligation to do so. Such notice shall be provided by means of the Telenav SDK website at http://developer.telenav.com. You understand that Telenav may from time to time in its sole discretion implement advertising, sponsorships or other services in connection with the provision of the Service. You agree that you will not interfere with or remove any such advertising  fromyour Telenav SDK Implementation. Your sole remedy in the event you do not wish to display such material is to discontinue the use of the Service. Telenav reserves the right in its discretion to cease providing all or any part of the Service or any prior version of the Service immediately without any notice if:
(i) you have breached any provision of the Terms (or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(ii) Telenav is required to do so by law (for example, due to a change to the law governing the provision of the Service); or
(iii) providing a prior version of the Service will not be economic as determined by Telenav in its reasonable good faith judgment; or
(iv) providing a prior version of the Service may create a security risk or material technical burden as determined by Telenav in its reasonable good faith judgment.

5. Your Telenav Account. In order to access the Service, you must have a Telenav SDK Account. You agree that any information you give to Telenav in connection with your Telenav Account or your continued use of the Service will always be accurate, correct and up to date. Depending upon the Telenav SDK that you are using, after supplying Telenav with your account information and the URL of your Telenav SDK Implementation, and accepting the Terms, you will be issued an alphanumeric key assigned to you by Telenav that is uniquely associated with your Telenav Account and the URL of your Telenav SDK Implementation. Your Telenav SDK Implementation must import the Telenav SDK using this key as described in the Telenav SDK Documentation, and Telenav will block requests with an invalid key or invalid URL. You may only obtain and use a key in accordance with these Terms and the Telenav SDK Documentation. You agree that you will be solely responsible to Telenav for your use of the Service. If you become aware of any unauthorized use of your password, your account, or your key, you agree to notify Telenav immediately.

6. Telenav's Proprietary Rights. You acknowledge and agree that Telenav (or Telenav's licensors and their suppliers, as applicable) owns all legal right, title and interest in and to the Service, Content and API Information, including any intellectual property rights that subsist in the Service, Content or Telenav API Information (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

7. Licenses from Telenav to You.

7.1 Definitions.
(a) "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
(b) "Content" means any content provided through the Service (whether created by Telenav or its third party licensors), including map and geocoding data, traffic data, or any other content.
(c) "Telenav SDK Implementation" means a software application or website that uses the Telenav SDK to obtain and display Content in conjunction with Your Content, according to these Terms.
(d) "Your Content" means any content that you provide in your Telenav SDK Implementation, including data, images, video, or software. Your Content does not include the Content.

7.2 Service License. Subject to these Terms (including but not limited to Section 9 (License Requirements)), Telenav gives you a personal, worldwide, non-assignable and non-exclusive license to use the Service as provided by Telenav, in the manner permitted by the Terms.

7.3 Content License. Subject to these Terms (including but not limited to Section 9 (License Requirements)), Telenav gives you a personal, worldwide, non-assignable and non-exclusive license to access, use, publicly perform and publicly display the Content in your Telenav SDK Implementation, as the Content is provided in the Service, and in the manner permitted by the Terms. Specifically, you understand the following:
Content (including but not limited to map data, geocoding and traffic) is provided for planning purposes only. You may find that weather conditions, construction projects, closures, or other events may cause road conditions or directions to differ from the results depicted in the Content. You should exercise judgment in your use of the Content.

7.4 Brand Features License.
(a) Grant. Subject to these Terms, Telenav gives you a personal, worldwide, non-assignable, non-transferable, non-sublicenseable, and non-exclusive license to display Telenav's Brand Features solely for the purpose of promoting or advertising your authorized use of the Service in accordance with this Section and for the purpose of fulfilling your obligations under the Terms.

(b) Restrictions. In using Telenav Brand Features, you will not:
(i) display a Telenav Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Telenav, other than your use of the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Telenav or Telenav personnel;
(ii) use Telenav Brand Features to disparage Telenav, its products, or the Telenav Services;
(iii) display a Telenav Brand Feature in your Telenav SDK Implementation or on your site if your Telenav SDK Implementation or site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;
(iv) have the Telenav logo as the largest logo in your Telenav SDK Implementation or on your website;
(v) display a Telenav Brand Feature as the most prominent element in your Telenav SDK Implementation on any page of your website;
(vi) display a Telenav Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Telenav;
(vii) display a Telenav Brand Feature in your Telenav SDK Implementation or on a site that violates any law or regulation; or
(viii) remove, distort or alter any element of a Telenav Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.).
No Further License Grant; No Challenges. Except as set forth in this Section, nothing in the Terms will grant or will be deemed to grant you any right, title or interest in or to Telenav's Brand Features. All use by you of Telenav's Brand Features (including any goodwill associated therewith) will inure to the benefit of Telenav. At no time during or after the Term will you challenge or assist others to challenge the Brand Features of Telenav (except to the extent such restriction is prohibited by law) or the registration thereof by Telenav, nor will you attempt to register any Brand Features (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Telenav.

(d) Proprietary Rights Notices. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Use links, or Brand Features) that may be affixed to or provided through the Service. Where such notices are not affixed within the Service, you agree to display such notices according to the Telenav SDK Documentation.

7.5 U.S. Government Restricted Rights. If the Service or Content is being used or accessed by or on behalf of the United States government, such use is subject to additional terms located in the "Government End Users" section of our Legal Notices page.

7.6 Determination of Compliance. Telenav reserves the sole right and discretion to determine whether your use of the Service, Content, and Brand Features is in compliance with these Terms.

8. License Requirements. Telenav's licenses above are subject to your adherence to the following requirements:

8.1 Free, Public Accessibility to Your Telenav SDK Implementation. Your Telenav SDK Implementation must be generally accessible to users without charge. You may require users to log in to your Telenav SDK Implementation if you do not require users to pay a fee. Unless you have entered into a separate written agreement with Telenav or obtained Telenav's written permission, your Telenav SDK Implementation must not:
(a) require a fee-based subscription or other fee-based restricted access; or
(b) operate only behind a firewall or only on an internal network (except during the development and testing phase).

8.2 Reporting. You must implement those reporting mechanisms that Telenav has set forth and may update from time to time in these Terms and in the Telenav SDK Documentation. For example, as specified in the Telenav SDK Documentation, you agree to provide reports to Telenav if your Telenav SDK Implementation enables a device to detect its own location through use of a sensor (including but not limited to GPS, cell triangulation, WiFi or similar functionality) to display the location of the device on a map or to calculate a route.

8.3 End User Terms and Privacy Policy. If you develop a Telenav SDK Implementation for use by other users, you must:
(a) display to the users of your Telenav SDK Implementation the link to Telenav's Terms of Use as presented through the Service or described in the Telenav SDK Documentation;
(b) explicitly state in your Telenav SDK Implementation's terms of use that, by using your Telenav SDK Implementation, your users are agreeing to be bound by Telenav's Terms of Use; and
(c) protect the privacy and legal rights of those users. If your Telenav SDK Implementation enables you or any party to gain access to information about users of the Service, including but not limited to personally identifying information or non-personally identifying usage information, you or the party receiving the information must make publicly available, and must abide by, an appropriate privacy policy in your Telenav SDK Implementation.

8.4 Attribution.   Content provided to you through the Service may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Telenav, its partners, or other third party rights holders of content indexed by Telenav. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

8.5 Responsibility for Breaches. You agree that you are solely responsible for (and that Telenav has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Telenav may suffer) of any such breach.

9. License Restrictions. Except as expressly permitted under the Terms, or unless you have received prior written authorization from Telenav (or, as applicable, from the provider of particular Content), Telenav's licenses above are subject to your adherence to all of the restrictions below. Except as explicitly permitted in Section 7 or the Telenav SDK Documentation, you must not (nor may you permit anyone else to):

• access or use the Service or any Content through any technology or means other than those provided in the Service, or through other explicitly authorized means Telenav may designate;
• copy, translate, modify, create a derivative work of, or publicly display any Content or any part thereof (for example, the following are prohibited: (a) creating server-side modification of map tiles; and (b) stitching multiple static map images together to display a map that is larger than permitted in the Telenav SDK Documentation);
• pre-fetch, cache, or store any Content, except that you may store limited amounts of Content for the purpose of improving the performance of your Telenav SDK Implementation if you do so temporarily, securely, and in a manner that does not permit use of the Content outside of the Service;
• charge users or any other third party any fee for the use of the Telenav SDK Implementation, the Service, or the Content, unless you have entered into a separate written agreement with Telenav or obtained Telenav's written permission to do so (but if you are a consultant who creates or hosts Telenav SDK Implementations for third party customers, you may charge such customers a fee for your consulting or hosting services);
• reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by applicable law;
• use the Service in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data;
• delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Service or the Content;
• unless you have entered into a separate written agreement with Telenav or obtained Telenav's written permission to do so: use the Service or Content with any products, systems, or applications for or in connection with:

o  

real time navigation or route guidance, including but not limited to turn-by-turn route guidance that is synchronized to the position of a user's sensor-enabled device;

o  

any systems or functions for automatic or autonomous control of vehicle behavior; or

o  

dispatch, fleet management, business asset tracking, or similar enterprise applications (the Telenav SDKs can be used to track assets (such as cars, buses or other vehicles) as long as the tracking application is made available to the public without charge. For example, you may offer a free, public Telenav SDK Implementation that displays real-time public transit or other transportation status information. If your Telenav SDK Implementation is deployed internally or you are charging for use of your Telenav SDK Implementation, please contact the Telenav SDK sales team for more information);

• offer a batch geocoding service that uses Content contained in any Telenav Services;
• use or display the Content without a corresponding Telenav map, unless you are explicitly permitted to do so in the Telenav SDK Documentation, or through written permission from Telenav; or
• hide or mask from Telenav the identity of your service as it uses the Service, including but not limited to the failure to follow the identification conventions listed in the Telenav SDK Documentation

11. Licenses from You to Telenav. Telenav claims no ownership over Your Content, and you retain copyright and any other rights you already hold in Your Content. By submitting, posting or displaying Your Content in the Service, you give Telenav a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute Your Content through the Service and as search results through Telenav Services. This license is solely for the purpose of enabling Telenav to operate the Service, to promote the Service (including through public presentations), and to index and serve such content as search results through Telenav Services. You grant to Telenav a nontransferable, nonexclusive license during the Term to use Your Brand Features to advertise that you are using the Service. You confirm and warrant to Telenav that you have all the rights, power and authority necessary to grant the above licenses.

12. EXCLUSION OF WARRANTIES.

NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, WILL EXCLUDE OR LIMIT TELENAV'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND TELENAV.S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, TELENAV, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:
(a) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
(b) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
(c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
(d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY CONTENT OBTAINED THROUGH THE USE OF THE TELENAV SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TELENAV, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

TELENAV, ITS LICENSORS AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY.

SUBJECT TO SECTION 13, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TELENAV, ITS SUBSIDIARIES AND AFFILIATES, AND TELENAV¡¯S LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR

(b) ANY LOSS OR DAMAGE AS A RESULT OF:
(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE TELENAV SERVICES;
(ii) ANY CHANGES THAT TELENAV MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
(iv) YOUR FAILURE TO PROVIDE TELENAV WITH ACCURATE ACCOUNT INFORMATION; OR
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE LIMITATIONS ON TELENAV'S LIABILITY TO YOU IN THE PRECEDING PARAGRAPH WILL APPLY WHETHER OR NOT TELENAV, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

15. Indemnity. You hereby agree to indemnify, defend and hold Telenav, its strategic partners, officers, directors, agents, affiliates, licensors and their suppliers ("the Indemnified Parties") harmless from and against any claim or liability arising out of:
(a) your use of the Telenav SDK in breach of the Terms or applicable policies;
(b) your Telenav SDK Implementation;
(c) any use by users of your Telenav SDK Implementation;
(d) any claim that your Telenav SDK Implementation or Your Content violates any applicable law, including but not limited to any claim that your Telenav SDK Implementation infringes the rights of a third party.
You will cooperate as fully as reasonably required in the defense of any claim. Telenav reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Telenav SDK may be irreparable; therefore, Telenav is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

16. General Legal Terms. You agree that Telenav may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service. When this legal agreement comes to an end, those Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Telenav's Proprietary Rights; Exclusion of Warranties; Limitation of Liability; Indemnity; and these General Legal Terms. You agree that if Telenav does not exercise or enforce any legal right or remedy contained in the Terms (or that Telenav has the benefit of under any applicable law), this will not be taken to be a formal waiver of Telenav's rights and that those rights or remedies will still be available to Telenav. Any waiver of any provision of these Terms will be effective only if Telenav expressly states in a signed writing that it is waiving a specified Term. If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. The Terms may be assigned by Telenav and will inure to the benefit of Telenav, its successors and assigns. The Terms, and your relationship with Telenav under the Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and Telenav agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Telenav will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. The Terms constitute the whole legal agreement between you and Telenav and govern your use of the Service and Content, and completely replace and supersede any prior agreements between you and Telenav, written or oral, in relation to the Service and Content.

NOTE: Additional terms and conditions applicable to you are as follows:

 

END-USER TERMS REQUIRED BY MICROSOFT CORPORATION

 

Certain Telenav SDK APIs utilize data licensed to Telenav by Microsoft Corporation ("Microsoft"). You may access this data through the Telenav SDKs subject to the terms and conditions set forth at http://go.microsoft.com/fwlink/?LinkId=21969, which may be updated from time to time.  Microsoft may collect information such as, but not limited to, your IP address, request, time of submission and the results returned to you, in connection with transaction requests to the Services.  All such information collected will be subject to, and used in accordance with, the data practices described in the then-current Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com/en-us-fullnotice.aspx.

Effective as of February 23, 2011.




Scout™ for Apps API Terms of Use


Thank you for your interest in the Scout™ for Apps API. The Scout for Apps API is designed to provide developers with services, software and reference information that allow independent third party developers to include content information from Telenav such as maps, geocoding and other content made available by Telenav ("Content") and technologies, including reference programs and programming interface information to link into and extend the features of Telenav services ("API Information") in your web pages or applications.

1. Use of the Service is Subject to these Terms. Your use of the Scout for Apps API(referred to in this document as the "API" or "Service") is subject to the terms of a legal agreement between you and Telenav Inc., ("Telenav") whose principal place of business is at 950 DeGuigne Dr., Sunnyvale, California 94085, United States. This legal agreement is referred to as the "Terms".

2. The Terms include Telenav's Legal Notices and Privacy Policy.
Unless otherwise agreed in writing with Telenav, the Terms will include the following:
(i) the terms and conditions set forth in this document;
(ii) the Legal Notices; and
(iii) the Privacy Policy.

(a) Before you use the API, you should read each of the documents comprising the Terms, and print or save a local copy for your records.

Telenav reserves the right to make changes to the Terms from time to time. When these changes are made, Telenav will make a new copy of the Terms available at
http://developer.telenav.com/sdkweb/legalTerms. You understand and agree that if you use the Service after the date on which the Terms have changed, Telenav will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate the agreement by ceasing use of the API.

3. Using the API. You must agree to the Terms. You accept the Terms by using the API. In this case, you understand and agree that Telenav will treat your use of the API as acceptance of the Terms from that point onwards. You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms. You must post and abide by an appropriate privacy policy, and will comply with all applicable laws relating to the collection of information from visitors in connection with Scout for Apps APIImplementation.

4. Limits on Your Use of the Service; Advertising; Termination. You acknowledge and agree that Telenav may impose or adjust the limit on the number of transactions you may send or receive through the Service, which is stated on
http://developer.telenav.com, and such upper limit may be changed by Telenav at any time, at Telenav's sole discretion. Telenav will use good faith efforts to advise you of the limits that are in place and will attempt to provide notice as to any changes, but shall have no obligation to do so. Such notice shall be provided by means of the Telenav SDK website at http://developer.telenav.com. You understand that Telenav may from time to time in its sole discretion implement advertising, sponsorships or other services in connection with the provision of the Service. You agree that you will not interfere with or remove any such advertising from your Scout for Apps APIImplementation.  In the event Telenav implements advertising, sponsorship or other services in connection with the provision of the Service, Telenav shall pay you 30% of Telenav's Net Revenue from such implementations.  "Net Revenue" means the revenue attributable to such implementations and actually collected by Telenav from its advertisers, sponsors and/or service providers less any expenses incurred by Telenav to provide such implementations, including sales and agency commissions and other third party costs associated with such implementations.  Your sole remedy in the event you do not wish to display such material is to discontinue the use of the Service. Telenav reserves the right in its discretion to cease providing all or any part of the Service or any prior version of the Service immediately without any notice if:
(i) you have breached any provision of the Terms (or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(ii) Telenav is required to do so by law (for example, due to a change to the law governing the provision of the Service); or
(iii) providing a prior version of the Service could create an economic burden as determined by Telenav in its reasonable good faith judgment; or
(iv) providing a prior version of the Service may create a security risk or material technical burden as determined by Telenav in its reasonable good faith judgment.

5. Your Telenav Account. In order to access the Service, you must have a Scout for Apps APIAccount. You agree that any information you give to Telenav in connection with your Scout for Apps APIAccount or your continued use of the Service will always be accurate, correct and up to date. After supplying Telenav with your account information and the URL of your Scout for Apps APIImplementation, and accepting the Terms, you will be issued an alphanumeric key assigned to you by Telenav that is uniquely associated with your Scout for Apps APIAccount and the URL of your Scout for Apps APIImplementation. Your Scout for Apps APIImplementation must import the API using this key as described in the Scout for Apps APIDocumentation, and Telenav will block requests with an invalid key or invalid URL. You may only obtain and use a key in accordance with these Terms and the Scout for Apps APIDocumentation. You agree that you will be solely responsible to Telenav for your use of the Service. If you become aware of any unauthorized use of your password, your account, or your key, you agree to notify Telenav immediately.

6.Review of Service.  Upon completion of the integration of the Services into your Scout for Apps APIImplementation and prior to the date of commercial distribution of the Scout for Apps API Implementation (and any subsequent version thereafter that contains material changes to the Scout for Apps API Implementation), you shall submit your Scout for Apps API Implementation for review by Telenavfor review and approval.

 

7.  Telenav's Proprietary Rights. You acknowledge and agree that Telenav (or Telenav's licensors and their suppliers, as applicable) owns all legal right, title and interest in and to the Service, Content and API Information, including any intellectual property rights that subsist in the Service, Content or Scout for Apps APIInformation (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

8. Licenses from Telenav to You.

8.1 Definitions.
(a) "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
(b) "Content" means any content provided through the Service (whether created by Telenav or its third party licensors), including map and geocoding data, traffic data, or any other content.

(c)  "Sensor" shall mean a global positioning satellite ("GPS") receiving device or other device capable of automatic location detection technology regardless of accuracy.
(d) "Scout for Apps API Implementation" means a software application or website that uses the Scout for Apps APIto obtain and display Content, according to these Terms.

8.2 Service License. Subject to these Terms (including but not limited to Section 9 (License Requirements)), Telenav gives you a personal, worldwide, non-assignable and non-exclusive license to use the Service as provided by Telenav, in the manner permitted by the Terms.

8.3 Content License. Subject to these Terms (including but not limited to Section 9 (License Requirements)), Telenav gives you a personal, worldwide, non-assignable and non-exclusive license to access, use, publicly perform and publicly display the Content in your Scout for Apps APIImplementation, as the Content is provided in the Service, and in the manner permitted by the Terms. Specifically, you understand the following:
Content (including but not limited to map data, geocoding and traffic) is provided for planning purposes only. You may find that weather conditions, construction projects, closures, or other events may cause road conditions or directions to differ from the results depicted in the Content. You should exercise judgment in your use of the Content.

8.4 Brand Features License.
(a) Grant. Subject to these Terms, Telenav gives you a personal, worldwide, non-assignable, non-transferable, non-sublicenseable, and non-exclusive license to display Telenav's Brand Features solely for the purpose of promoting or advertising your authorized use of the Service in accordance with this Section and for the purpose of fulfilling your obligations under the Terms.

(b) Restrictions. In using Telenav Brand Features and Content, you will not:
(i) display a Telenav Brand Feature and/or Content in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Telenav, other than your use of the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Telenav or Telenav personnel;
(ii) use Telenav Brand Features and/or Contentto disparage Telenav, its products, or the Telenav Services;
(iii) display a Telenav Brand Feature and/or Contentin your Scout for Apps APIImplementation or on your site if your Scout for Apps APIImplementation or site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;
(iv) display a Telenav Brand Feature and/or Contentas the most prominent element in your Scout for Apps APIImplementation on any page of your website;
(v) display a Telenav Brand Feature and/or Contentin a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Telenav;
(vi) display a Telenav Brand Feature and/or Contentin your Scout for Apps APIImplementation or on a site that violates any law or regulation;
(vii) remove, distort or alter any element of a Telenav Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.); or

(viii) remove, distort, modify or alter any element of the Content.


(c) No Further License Grant; No Challenges. Except as set forth in this Section, nothing in the Terms will grant or will be deemed to grant you any right, title or interest in or to Telenav's Brand Featuresand/or Content. All use by you of Telenav's Brand Featuresand/or Content (including any goodwill associated therewith) will inure to the benefit of Telenav. At no time during or after the Term will you challenge or assist others to challenge the Brand Features of Telenav (except to the extent such restriction is prohibited by law) or the registration thereof by Telenav, nor will you attempt to register any Brand Features (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Telenav.

(d) Proprietary Rights Notices. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Use links, or Brand Features) that may be affixed to or provided through the Service. Where such notices are not affixed within the Service, you agree to display such notices according to the Scout for Apps APIDocumentation.


8.5 U.S. Government Restricted Rights. If the Service or Content is being used or accessed by or on behalf of the United States government, such use is subject to additional terms located in the "Government End Users" section of our Legal Notices page.

8.6 Determination of Compliance. Telenav reserves the sole right and discretion to determine whether your use of the Service, Content, and Brand Features is in compliance with these Terms.

9. License Requirements. Telenav's licenses above are subject to your adherence to the following requirements:

9.1 Free, Public Accessibility to Your Scout for Apps APIImplementation. Your Scout for Apps APIImplementation must be generally accessible to users without charge. You may require users to log in to your Scout for Apps APIImplementation if you do not require users to pay a fee. Unless you have entered into a separate written agreement with Telenav or obtained Telenav's written permission, your Scout for Apps APIImplementation must not:
(a) require a fee-based subscription or other fee-based restricted access;
(b) operate only behind a firewall or only on an internal network (except during the development and testing phase); or

(c) display ads within your Scout for Apps API Implementation, except as permitted herein.

 

9.2 End User Terms and Privacy Policy. If you develop a Scout for Apps APIImplementation for use by other users, you must:
(a) display to the users of your Scout for Apps APIImplementation the link to Telenav's Terms of Use as presented through the Service or described in the Scout for Apps APIDocumentation;
(b) explicitly state in yourScout for Apps APIImplementation's terms of use that, by using your Scout for Apps APIImplementation, your users are agreeing to be bound by Telenav's Terms of Use; and
(c) protect the privacy and legal rights of those users. If your Scout for Apps APIImplementation enables you or any party to gain access to information about users of the Service, including but not limited to personally identifying information or non-personally identifying usage information, you or the party receiving the information must make publicly available, and must abide by, an appropriate privacy policy in your Scout for Apps APIImplementation.

9.3 Attribution.   Content provided to you through the Service may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Telenav, its partners, or other third party rights holders of content indexed by Telenav. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.  Furthermore, all use of the Services within your Scout for Apps API Implementation must provide attribution to Telenav, its partners, or other third party rights holders of the content provided through the Services.

9.4 Responsibility for Breaches. You agree that you are solely responsible for (and that Telenav has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Telenav may suffer) of any such breach.

10. License Restrictions. Except as expressly permitted under the Terms, or unless you have received prior written authorization from Telenav (or, as applicable, from the provider of particular Content), Telenav's licenses above are subject to your adherence to all of the restrictions below. Except as explicitly permitted in Section 8 or the Scout for Apps APIDocumentation, you must not (nor may you permit anyone else to):

• access or use the Service or any Content through any technology or means other than those provided in the Service, or through other explicitly authorized means Telenav may designate;
• copy, translate, modify, create a derivative work of, or publicly display any Content or any part thereof (for example, the following are prohibited: (a) creating server-side modification of map tiles; and (b) stitching multiple static map images together to display a map that is larger than permitted in the Scout for Apps APIDocumentation);
• pre-fetch, cache, or store any Content, except that you may store limited amounts of Content for the purpose of improving the performance of your Scout for Apps APIImplementation if you do so temporarily, securely, and in a manner that does not permit use of the Content outside of the Service;
• charge users or any other third party any fee for the use of the Scout for Apps APIImplementation, the Service, or the Content, unless you have entered into a separate written agreement with Telenav or obtained Telenav's written permission to do so (but if you are a consultant who creates or hosts Scout for Apps APIImplementations for third party customers, you may charge such customers a fee for your consulting or hosting services);
• reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by applicable law;
• use the Service in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data;
• delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Service or the Content;
• unless you have entered into a separate written agreement with Telenav or obtained Telenav's written permission to do so, use the Service or Content with any products, systems, or applications for or in connection with any systems or functions for automatic or autonomous control of vehicle behavior;

• offer a batch geocoding service that uses Content contained in any Telenav Services;
• use or display the Content without a corresponding Telenav map, unless you are explicitly permitted to do so in the Scout for Apps API Documentation, or through written permission from Telenav; or
• hide or mask from Telenav the identity of your service as it uses the Service, including but not limited to the failure to follow the identification conventions listed in the Scout for Apps API Documentation

11. EXCLUSION OF WARRANTIES.

NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, WILL EXCLUDE OR LIMIT TELENAV'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND TELENAV¡¯S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, TELENAV, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:
(a) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
(b) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
(c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
(d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY CONTENT OBTAINED THROUGH THE USE OF THE TELENAV SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TELENAV, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

TELENAV, ITS LICENSORS AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY.

SUBJECT TO SECTION 13, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TELENAV, ITS SUBSIDIARIES AND AFFILIATES, AND TELENAV¡¯S LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR

(b) ANY LOSS OR DAMAGE AS A RESULT OF:
(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE TELENAV SERVICES;
(ii) ANY CHANGES THAT TELENAV MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
(iv) YOUR FAILURE TO PROVIDE TELENAV WITH ACCURATE ACCOUNT INFORMATION; OR
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE LIMITATIONS ON TELENAV'S LIABILITY TO YOU IN THE PRECEDING PARAGRAPH WILL APPLY WHETHER OR NOT TELENAV, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

13. Indemnity. You hereby agree to indemnify, defend and hold Telenav, its strategic partners, officers, directors, agents, affiliates, licensors and their suppliers ("the Indemnified Parties") harmless from and against any claim or liability arising out of:
(a) your use of the Scout for Apps API in breach of the Terms or applicable policies;
(b) your Scout for Apps APIImplementation;
(c) any use by users of your Scout for Apps API Implementation;
(d) any claim that your Scout for Apps APIImplementation or Your Content violates any applicable law, including but not limited to any claim that your Scout for Apps API Implementation infringes the rights of a third party.
You will cooperate as fully as reasonably required in the defense of any claim. Telenav reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Scout for Apps API may be irreparable; therefore, Telenav is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

14. Termination of the Terms. 

 

14.1 These Terms will continue to apply until terminated by either you or Telenav as set out below.

 

14.2  If you want to terminate these Terms, you may do so by ceasing your use of the Scout for Apps API.

 

14.3  Telenav may, at any time, terminate these Terms with you if:

 

(a)you have breached any provision of these Terms;

(b)Telenav is required to do so by law;

(c)the partner with whom Telenav offered certain parts of the Scout for Apps API to you has terminated its relationship with Telenav or ceased to offer certain parts of the API to you; or

(d)Telenav decides to no longer provide the API or certain parts of the API to users in the country in which you are resident or from which you use the service, or the provision of the API or certain API services to you by Telenavis, in Telenav's sole discretion, no longer commercially viable.

 

14.4  Upon termination of these Terms, all of the legal rights, obligations and liabilities that you and Telenav have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15 shall continue to apply to such rights, obligations and liabilities indefinitely.

 

15.  General Legal Terms. You agree that Telenav may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service. When this legal agreement comes to an end, those Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Telenav's Proprietary Rights; Exclusion of Warranties; Limitation of Liability; Indemnity; and these General Legal Terms. You agree that if Telenav does not exercise or enforce any legal right or remedy contained in the Terms (or that Telenav has the benefit of under any applicable law), this will not be taken to be a formal waiver of Telenav's rights and that those rights or remedies will still be available to Telenav. Any waiver of any provision of these Terms will be effective only if Telenav expressly states in a signed writing that it is waiving a specified Term. If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. The Terms may be assigned by Telenav and will inure to the benefit of Telenav, its successors and assigns. The Terms, and your relationship with Telenav under the Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and Telenav agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Telenav will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. The Terms constitute the whole legal agreement between you and Telenav and govern your use of the Service and Content, and completely replace and supersede any prior agreements between you and Telenav, written or oral, in relation to the Service and Content.

Effective as of April 10, 2012.

 

 

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