The Garmin Mobile™ Software and Technology ("Technology") is owned by Garmin Ltd. or its subsidiaries ("Garmin"). The third-party map data that accompanies the Technology is owned by NAVTEQ North America LLC and is licensed to Garmin ("Map Data") and other third-party content data, text, images, graphics, photographs, audio, video, and other images are from non-Garmin data providers, including such data as fuel price data, weather data, hotel data, and/or traffic data (hereinafter "other third-party content data"). The Technology, Map Data and other third-party content data are protected under copyright laws and international copyright treaties. The Technology, Map Data and other third-party content data are licensed to the End User ("you" or "your"), not sold. The Technology, Map Data and other third-party content data are provided under the following license and are subject to the following terms and conditions which are agreed to you, on the one hand, and Garmin and its licensors (including their licensors and suppliers) and affiliated companies on the other hand:
IMPORTANT: CAREFULLY READ THIS LICENSE BEFORE USING OR OTHERWISE SUBSCRIBING TO ANY GARMIN MOBILE™ SOFTWARE, TECHNOLOGY, AND/OR DATA PLANS, WHETHER THROUGH A STAND-ALONE GARMIN MOBILE HARDWARE PRODUCT OR A HARDWARE PRODUCT FROM YOUR CARRIER ("HOST PRODUCT"). BY USING OR OTHERWISE ACCESSING THE GARMIN MOBILE TECHNOLOGY, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AND AGREE TO ITS TERMS. IF YOU DO NOT AGREE, WITHIIN 10 DAYS CONTACT YOUR CARRIER'S CUSTOMER SERVICE DEPARTMENT FOR A FULL REFUND. DURING THE GARMIN MOBILE TECHNOLOGY SUBSCRIPTION PROCESS, YOU MAY ALSO BE REQUIRED TO READ AND ACCEPT A SEPARATE END-USER LICENSE AGREEMENT WITH TRAFFIC.COM, A THIRD-PARTY DATA PROVIDER TO THE GARMIN MOBILE TECHNOLOGY.
Garmin provides you the Technology, Map Data and other third-party content data, including an "online" or electronic documentation and printed materials (together called the "Product" for purposes of this License Agreement), and grants you a limited, non-transferable, non-exclusive, and non-sub-licensable license to use the Product in accordance with this Agreement. You agree to use the Product with your mobile telephone or other Garmin Mobile enabled device, solely for personal, or if applicable, for use in your business' internal operations, and not for service bureau, time-sharing, resale or similar purposes. You agree not to: (i) reverse engineer, decompile, reverse compile, create compilations or derivative works, translate, adapt, or disassemble the Product or in part thereof, including the Map Data and other third-party content data; (ii) copy or reproduce the Product or any part thereof, including the Map Data and other third-party content data, in any form; (iii) publish, display, disclose, sell, rent, lease, store, loan, distribute, publicly display or perform, co-brand, frame, or permit third parties to link to the Product or any part thereof, including the Map Data and other third-party content data; (iv) assign, sublicense, convey, transfer, pledge as security, or otherwise encumber the rights and licenses granted hereunder; (v) use the Product in any fashion that may infringe any patent, copyright, trademark, trade secret, or any other intellectual property or proprietary right of Garmin, its third-party data providers, or any other third-party; (vi) directly or indirectly use, broadcast, or distribute the Product or any part thereof, including the Map Data and other third-party content data, in connection with a television, radio, web, telephone, or telematics application without the specific written approval of Garmin; (vii) provide any portion of the Product, including the Map Data and other third-party content data, to a government agency; or (viii) enter into any agreement with any third-party that in any way restricts, prevents, or hinders the ability of Garmin to provide to such third-party the Product or any other product or service made available by Garmin from time to time.
Restrictions. Except where you have been specifically licensed to do so by Garmin, and without limiting the preceding paragraph, you may not use the Map Data and other third-party content data with any products, systems or applications installed or otherwise connected to or in communications with vehicles, and which are capable of dispatch, fleet management or similar applications where the Map Data or other third-party content data is used by a central control center or dispatching a fleet of vehicles. In addition, you are prohibited from renting or leasing the Map Data, other third-party content data or the Product to any other person or third party. Only those rental car companies that are specifically authorized by Garmin in writing to rent Garmin products containing the Map Data and the other third-party content data to their rental customers are permitted to rent such products.
Charges/Fees. In consideration for your access to the Product and the license granted hereunder, you are responsible for payment of any and all applicable subscription fees that may be applicable to the Product, as determined by your Carrier and Garmin and which are subject to change from time to time. Your Carrier or Garmin may terminate this Agreement and your license immediately upon any failure by you to pay any required subscription fees. In addition, you are responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by your Carrier to access the Product.
No Warranty. This Product (including the Map Data and other third-party content data) is provided to you "as is", and you agree to use it at your own risk. Garmin and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, either express or implied, arising by law or otherwise, including, but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, merchantability, fitness for a particular purpose, usefulness, use or results to be obtained from the Product, or that the Map Data, other third-party content data or server will be uninterrupted or error-free.
Disclaimer of Warranty. GARMIN AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY OR NON-INFRINGEMENT. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY GARMIN OR ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THE AGREEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.
Disclaimer of Liability. GARMIN AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) 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 FORM THE USE OR POSSESSION OF THE PRODUCT; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL 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 PRODUCT, ANY DEFECT IN THE PRODUCT OR DATA, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF GARMIN OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GARMIN'S AND ITS LICENSORS' TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE GARMIN PRODUCT OR THE DATA SHALL NOT EXCEED $1.00. 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 Garmin or its licensors. Product and service information are the sole responsibility of each individual vendor. The NAVTEQ name and logo, the NAVTEQ and NAVTEQ ON BOARD trademarks and logos, and other trademarks and trade names owned by NAVTEQ North America LLC may not be used in any commercial manner without the prior written consent of NAVTEQ.
Ownership of Technology. You acknowledge and agree that Garmin owns all right, title, and interest in or, if applicable, licenses to the Product, including, but not limited to, all trademarks, data, and content, except to the extent any such third-party content data is owned by the respective third-party data provider. Any reference to 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 Garmin or its licensors. Product and service information are the sole responsibility of each individual vendor.
Term. This Agreement is effective until such time as (i) if applicable to your specific Garmin Mobile Technology, your subscription term is either terminated (by you or by your Carrier or Garmin) or expires, or (ii) the Agreement is otherwise terminated in accordance with the terms and conditions of this Agreement ("Term"). Garmin may terminate this Agreement for any reason, including, but not limited to, if Garmin finds that you have violated any of the terms of this Agreement. In addition, this Agreement shall terminate immediately upon the termination of the agreement between Garmin and any third-party from whom Garmin licenses third-party content data for use as part of or in the Product. All provisions relating to confidentiality, indemnity, proprietary rights, and non-disclosure shall survive the termination of this Agreement. All other rights and obligations of the parties shall cease upon termination including, but not limited to, all licenses granted hereunder.
Confidentiality. At all times during the Term and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or any other individual or entity any Confidential Information of Garmin or any of its third-party data providers. "Confidential Information" means any trade secrets or confidential or proprietary information whether written, digital, oral, or other form which is unique, confidential, or proprietary to Garmin or its third-party data providers, including, but not limited to, the Product, and any other materials or information related to the business or activities of Garmin which are not generally known to others engaged in similar businesses or activities. You shall return to Garmin any of its Confidential Information upon request and/or upon termination of this Agreement.
Export Control. You agree not to export from anywhere any part of the Product including the Map Data and other third-party content 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 Garmin and its licensors (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of each of them) 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 the Product (including the Map Data and other third-party content data).
Entire Agreement. These terms and conditions constitute the entire agreement between Garmin (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.
(a) For European Union NAVTEQ Data
The above terms and conditions shall be governed by the laws of the Netherlands, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the Netherlands for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.
(b) For North American NAVTEQ Data and other non-European Union NAVTEQ Data
The above terms and conditions shall be governed by the laws of Illinois, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of Illinois for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.
Government End Users. If you are an agency, department, or other entity of the United States Government, or funded in whole or in part by the U.S. Government, then use, duplication, reproduction, release, modification, disclosure or transfer of the Product and accompanying documentation is subject to restrictions as set forth in DFARS 252.227-7014(a)(1) (JUN 1995) (DOD commercial computer software definition), DFARS 27.7202-1 (DOD policy on commercial computer software), FAR 52.227-19 (JUN 1987) (commercial computer software clause for civilian agencies), DFARS 252.227-7015 (NOV 1995) (DOD technical data – commercial items clause); FAR 52.227-14 Alternates I, II, and III (JUN 1987) (civilian agency technical data and noncommercial computer software clause); and/or FAR 12.211 and FAR 12.212 (commercial item acquisitions), as applicable. In case of conflict between any of the FAR and DFARS provisions listed herein and this License, the construction that provides greater limitations on the Government's rights shall control. The contractor/manufacturer is Garmin International, Inc., 1200 East 151st Street, Olathe, KS 66062, USA and NAVTEQ North America LLC, 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654.
Miscellaneous. This Agreement constitutes the entire understanding and agreement of the parties (except for any separate end-user license agreements required by Garmin's third-party data providers, which shall be read in conjunction with this Agreement), and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to its subject matter. No delay or failure by Garmin to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective against Garmin unless it is in a signed writing by Garmin. You may not assign your rights or obligations hereunder (including as a change of control) without the prior written consent of Garmin. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted assigns of the parties. If any provision of this Agreement or the application thereof to any party or circumstance is held to be invalid, illegal, or unenforceable in any respect, that provision to the extent permitted by law (not otherwise) shall be severed from this Agreement and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision. The parties to this Agreement are independent contractors. Garmin shall not be liable to you for a failure to perform any of its obligations under this Agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control. All notices hereunder must be in writing and mailed by certified mail, return receipt requested, or by prepaid courier service, or by facsimile with receipt confirmed by telephone, to each party's address.