Special Services Terms for Autodesk® Live Map Data
In addition to the Autodesk 360 Terms of Service, the following Special Services Terms apply Autodesk® Live Map Data:
By accessing or using Autodesk® Live Map Data, you understand and agree that you will be subject to, have read and agree to be bound by these additional third party terms of use and privacy policies referenced therein:
a. Microsoft® Bing™ Maps Platform APIs’ Terms Of Use
b. NAVTEQ North America, LLC END-USER TERMS
You understand and agree that Autodesk is not responsible for, and makes no representations or warranties regarding, these third party services or any data, information, reports, results, or other materials that these third parties may provide or collect from you on or through such services.
Microsoft® Bing™ Maps Platform APIs’ Terms Of Use
Last Updated: October 2011
- What does this Contract cover? This is a contract between you and Microsoft Corporation (“Microsoft”). Sometimes you are referred to as “Company”, “you” or “your” and Microsoft is referred to as “we,” “us” or “our”. This Microsoft Bing Maps Platform APIs’ Terms of Use (the “TOU”) applies to the Microsoft Bing Maps Platform APIs (the “Services”) listed here: https://go.microsoft.com/fwlink/p/?LinkID=223436
The rights and obligations that you have under this TOU depend on your use of the Services as follows:
- If you are using the Services as part of a Bing Maps Agreement that incorporates this TOU by reference, Sections 1, 2 and 3 apply. If you would like to find out more about a Bing Maps Agreement, please contact maplic@microsoft.com.
- If you are using the Services as part of a Volume Licensing Agreement, Sections 1, 2 and 4 apply. If you would like to find out more about a Volume Licensing Agreement, please contact maplic@microsoft.com.
- If you are using the Services only for Education or Non-Profit Organization Use (as defined in Section 2), Sections 1, 2, 5 and 8 apply.
- If you are using the Services only for Limited Commercial, Non-Commercial or Government Use (as defined in Section 2), Sections 1, 2, 6 and 8 apply.
- If you are using the Services only for Evaluation for Commercial, Non-Commercial, or Government Use for 90 days (as defined in Section 2), Sections 1, 2, 7 and 8 apply.
- Definitions.
Wherever used in this TOU with the first letter capitalized, these terms have the following defined meanings:
Access Credentials” means the unique credentials provided to Company by Microsoft for use with the Services."left">
“Affiliate” means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.
“Agreement” means the Bing Maps Agreement and/or Volume Licensing Agreement.
“Asset” means one of any of the following classes: vehicle, device or other mobile object.
“Bing Maps Agreement” means a separately executed Bing Maps agreement(s) that incorporates this TOU including the Microsoft Service Order under the Bing Maps Platform API’s Terms of Use, Microsoft Service Agreement for Bing Maps Platform APIs and Microsoft Service Order for Bing Maps Platform APIs and all predecessor or future agreements, including agreements formerly known as the Microsoft License Agreement for MapPoint Web Services, Microsoft Service Agreement for the Virtual Earth Map Control and the MapPoint Web Service, Microsoft MapPoint Web Service Agreement – Service Order, and Service Order for Microsoft Virtual Earth Map Control and the MapPoint Web Service.
“Bing Maps AJAX Control API” means the Bing Maps Java Script API that enables developers to create Web sites and mobile Company Applications with imagery and location functionality, as described in greater detail in the SDKs.
“Bing Maps iOS Control API” means the Objective-C control that enables developers to embed maps directly into native iOS Company Applications, as described in greater detail in the SDKs.
“Bing Maps Platform APIs” means collectively the following APIs: Bing Maps AJAX Control API, Bing Maps iOS Control API, Bing Maps REST Services API, Bing Maps Silverlight Control API, Bing Maps Silverlight Control for Windows Phone API, Bing Maps SOAP Services API, Bing Maps Windows Presentation Foundation Control API Beta, and Bing Spatial Data Services API, including any successors or future versions of such APIs, and any other Bing Maps Platform APIs that Microsoft may offer via the SDKs.
“Bing Maps REST Services API” means the services that enable the use of REST URLs to perform tasks such as creating a map with pushpins, geocoding an address, retrieving imagery metadata or calculating a route, all as part of Company Applications, as described in greater detail in the SDKs.
“Bing Maps Silverlight Control API” means the programmable control that enables developers to create an immersive mapping experience with Silverlight in Company Applications, as described in greater detail in the SDKs.
“Bing Maps Silverlight Control for Windows Phone API” means the programmable control that enables developers to create immersive mapping experiences with Silverlight in Company Applications on Windows Phone, as described in greater detail in the SDKs.
“Bing Maps SOAP Services API” means the programmable SOAP services that enable developers to integrate maps and imagery, driving directions, distance calculations and other location intelligence into Company Applications, as described in greater detail in the SDKs.
“Bing Maps TOU” is the Bing Maps End User Terms of Use located here: https://go.microsoft.com/?linkid=9710837 or such other locations as Microsoft may specify from time to time, that apply to end users of your Company Application.
“Bing Maps Windows Presentation Foundation Control API Beta” means the programmable control that enables developers to integrate Bing Maps into Company Applications that use Windows Presentation Foundation, as described in greater detail in the SDKs.
“Bing Spatial Data Services API” means the services that enable the use of REST URLs to geocode and reverse-geocode large sets of spatial data and to create and query data sources in Company Applications, as described in greater detail in the SDKs.
“Company Application” means the Company’s software application(s) for online services that use the Services as may be further defined in your Agreement.
“Content” means the maps, images and other data and third party content that Company is authorized to access via the Services.
“Education or Non-Profit Organization Use” means using the Services with a Company Application that displays results for education or non-profit use, where non-profit organization means a tax exempt organization and education means use by public or private K-12 schools, universities, community colleges or other collegiate level institutions such as vocational schools, trade schools or career colleges, including their faculty, staff, and students, provided that (i) your use is consistent with the terms of Section 5; and (ii) your Company Application is publically available without restriction (for example, login or password must not be required) or available internally for free instructional or non-commercial research use. Commercially funded research projects and commercial company use for educational purposes are excluded from Education or Non-Profit Organization Use.
“Evaluation for Commercial, Non-Commercial or Government Use” means using the Services for commercial, non-commercial, or government use under the TOU for a 90 day evaluation period without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 7; and (ii) you do not exceed 10,000 transactions of any type including sessions as defined in the SDKs, whether billable or non-billable, in any 30 day period. If these limits interfere with your ability to evaluate the Services please contact us at maplic@microsoft.com.
"Known User" is a user that is provisioned and/or authenticated by Company Application (but not necessarily Company web site or network), for example through the use of usernames, passwords, digital certificates, unique IDs, smart cards, or other identification technology.
"Known User Subscription License" means the license granted to a Known User pursuant to an Agreement.
“Limited Commercial, Non-Commercial or Government Use” means using the Services for commercial, non-commercial or government use (provided that such use is not considered Education or Non-Profit Organization Use as defined in this section) under the TOU without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 6; (ii) your Company Application is publically available without restriction (for example, login or password must not be required and it must not be located behind a firewall); and (iii) you do not exceed either 125,000 transactions of type session or 500,000 transactions of any type, whichever comes first, both as defined in the SDKs, in any twelve month period.
“SDKs” means the software development kits applicable to the Services, located here: https://go.microsoft.com/fwlink/p/?LinkID=223436, including all updated and replacement development kits.
“Services” means, the Bing Maps Platform APIs to be provided by Microsoft.
“Traffic Data” means road traffic data contained in the Services.
“Volume Licensing Agreement” means a separately executed Microsoft Volume Licensing Agreement (such as an Enterprise Agreement or Microsoft Business and Services Agreement) that includes licensing of the Services and incorporates this TOU.
- Use with a Bing Maps Agreement. If you have separately entered into a Bing Maps Agreement, the following terms also apply to your use of the Services. Please note that we do not provide warranties for the Services under this section. This TOU also limits our liability. These terms are in Sections 3.8 and 3.9 and we ask you to read them carefully.
3.1 License Rights. In exchange for the fees set forth in your Bing Maps Agreement and subject to your compliance with Sections 1, 2, and 3 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Your use shall be subject to any additional restrictions or rights included in your Bing Maps Agreement. In the event of any conflict between this TOU and your Bing Maps Agreement, the Bing Maps Agreement shall prevail. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide.
3.2 General Restrictions. We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you authorize your customers to in contravention of the Bing Maps TOU:
(a) Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:
- for which you do not have all necessary permissions from the copyright holder(s);
- which includes nudity or is obscene, indecent or pornographic;
- which is intended to exploit minors in any way;
- which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
- which is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.
(b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.
(c) Exceed a total of 24 batch geocoding or file uploads with a maximum of 200,000 records each, using the Bing Spatial Data Services API, within any 24 hour period.
(d) Use geocodes other than in conjunction with a Bing map or your Company Application that integrates the Services.
(e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).
(f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here: https://go.microsoft.com/fwlink/?LinkID=229258.
(g) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods, or use Traffic Data with Assets, unless such use is specifically allowed in your Bing Maps Agreement.
(h) Use Traffic Data other than on Internet based web pages (or WAP or substantially similar wireless protocol based pages). Nor may you use Traffic Data with messaging protocols such as email, SMS, MMS or other plain text or rich text messaging.
(i) License or use Traffic Data with: standalone traffic application providers; radio/television stations, newspaper services, government-sponsored traveler information services or any websites owned by the foregoing.
(j) Use Traffic Data other than in combination with the Services and not separately. You may not deconstruct or mix and match the Traffic Data with traffic data from another supplier or associate or add any traffic data to or in combination with the Traffic Data. You may not use Traffic Data for television or radio broadcast; in conjunction with weather related services; for animation; or for storing or provision of continuously updated traffic data or alerts to end users.
(k) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.
(l) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.
(m) Use the Services in any way that threatens the integrity, performance or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services; except that you may test the performance of the Services provided such testing is not at levels above Company’s peak performance levels during the prior three (3) months.
(n) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis, unless specifically allowed in your Bing Maps Agreement.
(o) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.
(p) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.
(q) Integrate road maps from the Services with road maps supplied by any third party. You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to Section 3.8.
(r) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to reveal latitude, longitude, altitude or other metadata.
(s) Save, download, print, distribute, transmit or manipulate the bird’s eye imagery, or offer others that ability, through your Company Application.
(t) Allow use of bird’s eye imagery of the United States, Canada, Mexico, New Zealand, Australia, and/or Japan by a government entity.
(u) Use Content from Ordnance Survey for non-publicly available Company Applications.
Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time.
3.3 Developer Accounts. Microsoft will provide Company with access to developer accounts which may be used for up to 10,000 cumulative transactions, of any type including sessions, both billable or non-billable, within any 30 day period, across all Company developer accounts. Developer accounts may only be used by Company for developing, testing and maintenance of the Services with Company Applications consistent with all other terms in this Section 3. If these limits interfere with your ability to use the Services please contact us at maplic@microsoft.com.
3.4 Account Access. We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs. Company will use the Access Credentials to: (a) access the Services; and (b) access an administrative customer service site. Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf. Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.
3.5 Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, (ii) within the terms of use of your Company Application, or (iii) within a dialog box that end users must click through before accessing the Services, provided that the hypertext link is thereafter available in an customary location where Users can readily locate it, such as an about box in the Company Application. Microsoft may change the Bing Maps TOU from time to time and will provide notice as set forth in Section 3.10(a). Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms of the Bing Maps TOU.
3.6 Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Microsoft Online Privacy Statement, a current copy of which is available at https://privacy.microsoft.com. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.
3.7 Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including rights of use, not specifically granted under this TOU or your Bing Maps Agreement are reserved by Microsoft and its suppliers. Except as set forth in your Bing Maps Agreement, this TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property, including intellectual property that Company has licensed from third parties.
Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”).However, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services. For every Submission you make, you must have all rights necessary for you to grant the permissions in this section.
3.8 Duty to Defend.
(a) Microsoft. Microsoft agrees at its expense to defend Company in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Microsoft consents, for any claim made by an unaffiliated third party that the Services infringe its copyright, trademark or patent, or misappropriates a trade secret (individually and collectively, an "Infringement Claim").
(b) Company. Company agrees at its expense to defend Microsoft in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Company consents, for any claim made by an unaffiliated third party to the extent based on the operation of any Company Application (together with any Infringement Claim, individually and collectively, a “Claim”).
(c) Conditions. With regard to any Claim, either party’s obligations are subject to the following conditions: (a) the party seeking defense (the “Defended party”) must promptly notify the other party (the “Defending party”) in writing of the Claim; (b) the Defending party will have sole control over defense or settlement of the Claim; and (c) the Defended party must provide the Defending party with reasonable assistance in the defense of the Claim, for which the Defending party will reimburse Defended party’s reasonable out of pocket expenses. Defended party will have the right to employ separate counsel and participate in the defense at Defended party’s expense. Defending party may not settle the Claim without the Defended party’s prior written consent, if such settlement would result in any admission, liability or limitation upon future actions of the Defended party.
(d) Exceptions. Microsoft’s obligations will not apply to the extent any Claim or adverse final judgment is based on: (a) any unauthorized use, disposition or promotion of the Services or a Microsoft trademark by Company; (b) a patent or copyright owned or controlled by Company or its Affiliate; (c) combining the Services with a non-Microsoft product, data or business process, if the basis of the Claim would not have existed but for such combination; or (d) continued use of any part of the Services after notice from Microsoft to stop use because of any alleged infringement. Company will reimburse Microsoft for all damages, costs, and expenses resulting from such actions.
(e) Mitigation. In addition to the obligations in Section 3.8(a) above, Microsoft may, in connection with a potential Infringement Claim, at its expense and option, take further action such as: (a) procuring for Company the rights or licenses necessary to address the Infringement Claim; (b) replacing or modifying the Services to make it non-infringing, or (c) terminating the Services and refunding any fees prepaid by Company for undelivered Services.
(f) Exclusive Remedy. This Section 3.8 provides Company’s exclusive remedy for third party Infringement Claims.
3.9 Limitation of Liabilities and Disclaimer.
(a) Limitation of Liabilities. Neither party nor its suppliers will be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Services, Content, TOU or Bing Maps Agreement, even if advised of the possibility of such damages or if the possibility was reasonably foreseeable. Neither party’s aggregate liability for all claims, actions and/or omissions arising from or related to this TOU, the Bing Maps Agreement, the Services or the Content will exceed the greater of (a) the amount of fees paid by Company to Microsoft in the twelve (12) months preceding the date the claim arises, or (b) two hundred and fifty thousand dollars ($250,000). These limitations will apply even if any remedy fails its essential purpose. None of the limitations and exclusions in this section apply to claims related to either party’s violation of the other party’s intellectual property rights, under Section 3.8 (Duty to Defend), or to any obligation to pay fees.
(b) Disclaimer of Warranties. The Services and all Content are provided “as is” without warranty of any kind. To the maximum extent permitted by law, any and all representations, warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded. Microsoft makes no warranty that the Services will operate properly as integrated with the Company Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete.
(c) Disclaimer of Reliance. Microsoft specifically disclaims any liability for end users’ reliance on the Services. Without limiting the foregoing, Microsoft shall have no liability for harm to end users resulting from reliance on any map or direction provided hereunder.
3.10 General Legal Terms.
(a) Notices. All legal notices in connection with the Bing Maps Agreement or this TOU must be sent by post, express courier, facsimile or email to the addresses and numbers indicated in the Address Schedule of the Bing Maps Agreement. You are responsible for keeping your contact information up to date.
This TOU is in electronic form. We have promised to send you certain information in connection with the Services and have the right to send you certain additional information, including that which may be required by law, which we may send in electronic form. If you do not consent to receive notices electronically, you must stop using the Services.
We may provide required information to you:
- at the e-mail address in your Bing Maps Agreement or any email address you specified via www.bingmapsportal.com (you are responsible for keeping your contact information up to date); or
- by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.
Notices will be deemed given on the date shown on the postal return receipt or on the courier, facsimile or email confirmation delivery.
(b) How We May Change the TOU. We may update the TOU from time to time and the impact of such changes is governed by your Bing Maps Agreement.
(c) Force Majeure. Microsoft and Company will not be in default of the Bing Maps Agreement or this TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.
(d) Survival. Sections 3.1, 3.2 and 3.7 through and including 3.10 will survive the termination or expiration of your Bing Maps Agreement for any reason.
(e) Assignment. The Bing Maps Agreement and TOU will be binding on the parties and their successors and assigns. We may assign the Bing Maps Agreement and TOU, in whole or in part, at any time with notice to you. Company may assign the Bing Maps Agreement to an Affiliate or to a third party on prior notice to Microsoft, provided that the assignee agrees in writing to be liable for all debts and obligations of the Company under the Bing Maps Agreement.
(f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the Bing Maps Agreement or this TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the Bing Maps Agreement and this TOU will remain in place. This TOU, together with your Bing Maps Agreement, constitutes the entire agreement between you and us regarding your use of the Services.
(g) Taxes. The amounts to be paid by Company to Microsoft under a respective Bing Maps Agreement do not include any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions or sessions contemplated under the Bing Maps Agreement. Company shall pay to Microsoft any applicable value added, sales or use taxes or like taxes that are owed by Company solely as a result of entering into the Bing Maps Agreement and which are permitted to be collected from Company by Microsoft under applicable law. Company may provide to Microsoft a valid exemption certificate in which case Microsoft shall not collect the taxes covered by such certificate. Microsoft is not liable for any of the taxes of Company that Company is legally obligated to pay (“Company’s Taxes”) which are incurred or arise in connection with or related to the sale of goods and services under the Bing Maps Agreement, and all such taxes (including, but not limited to, net income or gross receipts taxes, franchise taxes, and property taxes) shall be the financial responsibility of Company. Company agrees to indemnify, defend and hold Microsoft harmless from Company’s Taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to such taxes. If any taxes are required by law to be withheld on payments made by Company to Microsoft, Company may deduct such taxes from the amount owed Microsoft and pay such taxes to the appropriate taxing authority; provided however, that Company shall promptly secure and deliver to Microsoft an official receipt for any such taxes withheld or other documents necessary to enable Microsoft to claim a U.S. Foreign Tax Credit. Company will make certain that any taxes withheld are minimized to the extent possible under applicable law.
(h) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe: (i) Washington State law governs the interpretation of this TOU and your Bing Maps Agreement and applies to claims for breach, regardless of conflict of laws principles; and (ii) you and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to the Bing Maps Agreement and TOU. If you are headquartered in Europe, the Bing Maps Agreement and TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to the Bing Maps Agreement or TOU the prevailing party will be entitled to recover reasonable attorneys' fees and costs.
(i) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.
(j) No Joint Venture/Independent Development. The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
(k) Waiver. Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
(l) Logos; Marketing. Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.
(m) Print Rights. If print rights are available for the Services, such rights will be included here: https://go.microsoft.com/fwlink/?LinkId=229260.
NAVTEQ North America, LLC END-USER TERMS
The data (“Data”) is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and Autodesk, Inc. (“Autodesk”) and its licensors (including their licensors and suppliers) on the other hand.
© 2013 NAVTEQ. All rights reserved.
The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase®, © Department of Natural Resources Canada. All rights reserved.
NAVTEQ holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information.
©United States Postal Service® 20XX. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.
Terms and Conditions
Personal / Internal Business Use Only. You agree to use this Data together with Autodesk® Live Map Data solely for the personal purposes or internal business purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.
Restrictions. Except where you have been specifically licensed to do so by Autodesk, and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.
No Warranty. This Data is provided to you “as is,” and you agree to use it at your own risk. Autodesk and its licensors (and their licensors and suppliers) 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, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.
Disclaimer of Warranty: AUTODESK AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 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: AUTODESK 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 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 AUTODESK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.
Export Control. You] shall not export from anywhere any part of the Data or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations, including but not limited to the laws, rules and regulations administered by the Office of Foreign Assets Control of the U.S. Department of Commerce and the Bureau of Industry and Security of the U.S. Department of Commerce. To the extent that any such export laws, rules or regulations prohibit NT from complying with any of its obligations hereunder to deliver or distribute Data, such failure shall be excused and shall not constitute a breach of this Agreement.
Entire Agreement. These terms and conditions constitute the entire agreement between Autodesk (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.
Governing Law. The above terms and conditions shall be governed by the laws of the State of Illinois [insert “Netherlands” where European NAVTEQ Data is used], 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 State of Illinois [insert “The Netherlands” where European NAVTEQ Data is used] for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.
Government End Users. If the 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, the Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these End-User Terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:
|
|
If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.
