Telenav GPS Navigator™ for BlackBerry™

Please read these terms and conditions of use ("Terms of Use") carefully before you launch Telenav GPS Navigator, Telenav GPS, or Telenav GPS Plus ("Telenav Services") on your wireless device. Your use of the Telenav GPS Navigator indicates that you accept these terms and conditions. If you do not accept these terms and conditions, do not launch or otherwise use the Telenav GPS Navigator.

INTRODUCTION

These Terms of Use represent the agreement ("Agreement") between you and Telenav, Inc. ("Telenav") with respect to the Telenav Services. All references herein to "you" and "your" means you, your employees, agents, and contractors, and any other entity on whose behalf you accept these terms and conditions, all of whom shall also be bound by this Agreement.

Telenav may revise these terms and conditions at any time, with or without notice to you. You should visit www.telenav.com from time to time to review the then current terms and conditions for the Telenav Service.

THE TELENAV SERVICE

The Telenav Service allows you to obtain via your wireless device GPS-assisted navigation instructions to destinations throughout most of the United States or Canada, depending on your cellular carrier. Use of the Telenav Service requires payment of a monthly fee, which includes download to your wireless device of the Telenav GPS Navigator software and any upgrades, modifications, or additions thereto (collectively, "Telenav Software"), but does not include any hardware that may be required for certain wireless devices (such as a standalone GPS receiver). A complete description of the Telenav Service is available at the Products link on Telenav’s website, located at www.telenav.com/products.

The Telenav Service is for your internal business and personal use and is not for resale or other transfer or disposition to any other person or entity.

The Telenav Service utilizes map and other data licensed to Telenav by third parties for the benefit of you and other end users. This Agreement includes end-user terms required by these companies (set forth at the end of this Agreement), and thus your use of the Telenav Service is limited by and subject to such terms.

Use of MyMileage within the Telenav Services is subject to additional terms located at www.telenav.com/legal/terms-of-use.html.

YOUR LOCATION AND ROUTE INFORMATION

For Telenav to provide the Telenav Service, Telenav must record your route information, including your point of origin, the address of your destination, the starting time of your trip, and the route you are instructed to follow, and must periodically receive your GPS location from the GPS hardware associated with your wireless device.

In using the Telenav Service, you allow Telenav to access your GPS hardware and otherwise obtain this location and route information, and to record, compile and display such information internally. Such information is subject to Telenav’s privacy policy located at www.telenav.com. Your use of the Telenav Service indicates that you accept the terms of Telenav’s privacy policy.

SAFE AND LAWFUL USE OF THE TELENAV SERVICE

You agree to comply with the following when using the Telenav Service:

  • Observe all traffic laws and otherwise drive safely.
  • Use your own personal judgment while driving. If you feel that a route suggested by the Telenav Service instructs you to perform an unsafe or illegal maneuver, places you in an unsafe situation, or directs you into an area that you consider to be unsafe, do not follow such instructions.
  • Do not input destinations, or otherwise interact with the Telenav Service, unless your vehicle is stationary and parked.
  • Do not use the Telenav Service for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Agreement.
  • Arrange all GPS and wireless devices and cables necessary for use of the Telenav Service in a secure manner in your vehicle so that they will not interfere with your driving and will not prevent the operation of any safety device (such as an airbag).

PAYMENT

Before your Telenav Service will be activated, you must: (i) provide Telenav with a valid major credit card (American Express, VISA or MasterCard); (ii) enter into a direct billing or prepaid agreement with Telenav; or (iii) subscribe to the Telenav Service through your wireless telephone carrier, and agree to pay the relevant charges to such carrier.

You agree to pay all fees charged to your account for the Telenav Service (including applicable state and local taxes), in accordance with Telenav’s billing terms in effect at the time the charge becomes payable. You will be charged such fees each month, even if you do not use the Telenav Service. Telenav reserves the right to change the fees for the Telenav Service at any time, upon prior notice to you.

If payment cannot be charged to your credit card or your credit card charge is returned to Telenav for any reason, or you otherwise fail to pay the charges for the Telenav Service when due, Telenav reserves the right to pursue any and all legal remedies to collect the amounts owed by you, and to suspend or terminate your access to the Telenav Service.

TELEPHONE CHARGES

You are responsible for any fees assessed by your wireless telephone carrier to access the Telenav Service, including any data plan charges, toll, out-of-area, roaming, or other telephone connection charges. Standard messaging rates and other charges may apply when using certain features in the Telenav Service, such as Shared Address.

Telenav reserves the right to change at any time the phone number designated for you to access the Telenav Service, including eliminating any toll-free numbers.

TERMINATION

Telenav reserves the right to terminate your access to the Telenav Service at any time for any or no reason and without notice to you.

You may terminate the Telenav Service at any time by notifying Telenav via: (i) an email addressed to support@telenav.com; (ii) a letter addressed to Telenav, Inc., 4655 Great America Parkway, Suite 300, Santa Clara, CA 95054, USA. Any such cancellation by you shall become effective upon Telenav’s receipt of your notice.

Upon any termination of your Telenav Service, Telenav shall have no liability to you or any further obligations under this Agreement, other than to provide you with a refund in accordance with Telenav’s then current refund policy, unless such termination is for cause. For a copy of Telenav’s refund policy, visit www.telenav.com.

ACCOUNT INFORMATION

You agree: (a) when signing up for the Telenav Service, to provide Telenav with true, accurate, current, and complete information about yourself, and (b) to inform Telenav promptly of any changes to such information to keep it true, accurate, current and complete.

If you provide Telenav with any information that is untrue, inaccurate, not current or incomplete, or Telenav has reasonable grounds to suspect so, Telenav has the right to suspend or terminate your access to the Telenav Service.

All of your account information, as well as other payment and personal information provided by you to Telenav, is subject to Telenav’s privacy policy located at www.telenav.com. Your use of the Telenav Service indicates that you accept the terms of Telenav’s privacy policy.

SOFTWARE LICENSE

Subject to your compliance with the terms of this Agreement, Telenav hereby grants to you a personal, non-exclusive, non-transferable license to: (i) download or otherwise copy the Telenav Software onto your wireless device, and (ii) use the Telenav Software (in object code form only) on such wireless device in order to access and use the Telenav Service.

This license shall terminate upon any termination of this Agreement, or upon any suspension, termination or cancellation of your access to the Telenav Service.

Except for the limited license expressly granted herein, Telenav shall own all right, title and interest in and to the Telenav Software, including without limitation all intellectual property rights therein.

You agree not to do any of the following:

  • Reverse engineer, decompile, disassemble, translate, modify, alter or otherwise change the Telenav Software, or any part thereof.
  • Attempt to derive the source code, audio library or structure of the Telenav Software without the prior express written consent of Telenav.
  • Remove from the Telenav Software, or alter, any of Telenav’s or its suppliers’ trademarks, trade names, logos, patent or copyright notices, or other notices or markings.
  • Distribute, sublicense or otherwise transfer the Telenav Software to others.

DISCLAIMERS

To the fullest extent permissible pursuant to applicable law, in no event will Telenav, its licensors and suppliers, or agents or employees of any of the foregoing, be liable for any decision made or action taken by you or anyone else in reliance on the information provided by the Telenav Service or the Telenav Software. You are responsible for the entire risk arising out of your use of the Telenav Service and the Telenav Software.

The Telenav Service and the Telenav Software are provided "as is" and without warranties of any kind either express or implied. Telenav disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

Applicable law may not allow certain warranty exclusions, so one or more of the above disclaimers may not apply to you.

OTHER QUALIFICATIONS

You understand and agree that the Telenav Software is downloaded to your wireless device at your own discretion and risk and that you will be solely responsible for any damages to your wireless device, or loss of data, that results from the download of such software.

Telenav does not warrant that the Telenav Service or the Telenav Software will not infringe on third party intellectual property rights.

Telenav also does not warrant that your use of the Telenav Service will be uninterrupted or error-free. Rather, temporary interruptions of the Telenav Service may occur from time to time (such as when you drive into an area that has no cell phone coverage or when the Telenav Service or your carrier’s network is undergoing maintenance). Telenav will exercise reasonable efforts to attempt to limit or prevent such occurrences, but in no event will Telenav be liable for any financial or other damages due to such interruptions.

Telenav also does not warrant the accuracy of the map or other data used for the Telenav Service. Such data may not always reflect reality due to, among other things, road closures, construction, weather, new roads and other changing conditions.

Telenav has technological and operational security policies and procedures to protect your information from loss, misuse, alteration, or unintentional destruction, but Telenav makes no representations or warranties regarding the security of the Telenav Service or the transmission of data or information to and from Telenav and your wireless device. Telenav will not be liable to you or anyone else in the event of any unauthorized infiltration of any of its systems.

LIMITATION OF LIABILITY

To the extent permitted under applicable law, under no circumstances shall Telenav or its licensors (or their licensors and suppliers) be liable to you or anyone else for any loss, injury, or damages (including but not limited to any compensatory, punitive, special, incidental, indirect, exemplary or consequential damages) arising out of or in connection with the use by you or anyone else of the Telenav Service or the Telenav Software, any defects in the Telenav Service or the Telenav Software, or any breach of this Agreement, even if Telenav or its licensors have been advised of the possibility of such damages.

Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above exclusion may not apply to you.

INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify, defend and hold Telenav 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 your use of the Telenav Service or the Telenav Software.

ARBITRATION AND GOVERNING LAW

You agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Telenav Service, or the Telenav Software, shall be settled by independent arbitration involving a neutral arbitrator and administered by the American Arbitration Association. The arbitrator shall apply the Commercial Arbitration Rules of the American Arbitration Association, and the judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.

This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts of the County of Santa Clara, California.

MISCELLANEOUS

This Agreement constitutes the entire agreement between Telenav and you with respect to the subject matter hereof.

Telenav’s or your failure to require performance of any provision shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

If any provision herein is held unenforceable, then such provision will be modified to reflect the intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Telenav. Notwithstanding the foregoing, Telenav may assign this Agreement to any affiliate at any time without notice.

By using the Telenav Service, you consent to receive from Telenav all communications, including notices, agreements, legally required disclosures or other information in connection with the Telenav Service (collectively, "Notices") electronically. Telenav may provide such Notices by posting them on Telenav’s website or by downloading such Notices to your wireless device. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the Telenav Service. Telenav may email or send text messages to you from time to time to inform you about our products and services that we think will interest you, unless you inform us that you opt out from receiving such communications.

If you have any questions regarding the terms of this Agreement, please contact Telenav by sending an email to support@telenav.com or by writing to Telenav Customer Service, 4655 Great America Parkway, Suite 300, Santa Clara, CA 95054, USA.

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

END-USER TERMS REQUIRED BY TOMTOM NORTH AMERICA, INC.

The Telenav Service utilizes software licensed to Telenav by TomTom North America, Inc. ("TomTom"). You may use this software (the "TomTom Software") through the Telenav Service subject to the following terms and conditions:

  • You may only use the TomTom Software for internal business or personal use and not for resale, sublicense or commercial use.
  • Your use of the TomTom Software is otherwise limited by the scope of the license agreement between TomTom and Telenav.
  • The TomTom Software is the confidential information of TomTom and you are prohibited from disclosing the TomTom Software to third parties.
  • You are prohibited from making any unauthorized copies of the TomTom Software.
  • You are prohibited from removing or obscuring any copyright or trademark notice, or restrictive legend with respect to the TomTom Software.
  • The liability of TomTom and its suppliers is limited by the limitation of liability provision set forth in these Terms of Use.
  • The TomTom Software is provided "as is" and on a "with all faults basis", and TomTom and its suppliers expressly disclaim all other warranties, express or implied, including but not limited to the implied warranties of non-infringement, merchantability, satisfactory quality, accuracy, title and fitness for a particular purpose. No oral or written advice or information provided by TomTom or any of its agents, employees or third party providers shall create a warranty, and you are not entitled to rely on any such advice or information. This disclaimer is an essential condition of this Agreement.
  • TomTom shall be a third party beneficiary of Telenav’s rights under these Terms of Use.

© 2006 – 2012 TomTom. All rights reserved. This material is proprietary and the subject of copyright protection and other intellectual property rights owned or licensed to TomTom. TomTom is an authorized user of selected Statistics Canada computer files and distributor of derived information products under Agreement number 6776. The product is sourced in part from Statistics Canada computer files, including 2010 Road Network File (RNF), 92-500-G and 2006 Census Population and Dwelling Count Highlight Tables, 97-550-XWE2006002. The product includes information copied with permission from Canadian authorities, including © Canada Post Corporation, GeoBase®, and Department of Natural Resources Canada, All rights reserved. The use of this material is subject to the terms of a License Agreement. You will be held liable for any unauthorized copying or disclosure of this material.

In the event that you are a government entity, the following provisions apply to you:

U.S. GOVERNMENT RIGHTS. If you are an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with the LIMITED or RESTRICTED rights as described in DFARS 252.227-7014(a)(1) (JUN 1995) (DOD commercial computer software definition), DFARS 227.7202-1 (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 these Terms of Use, the construction that provides greater limitations on the Government’s rights shall control. Contractor/manufacturer is TomTom North America, Inc., 11 Lafayette Street, Lebanon, NH 03766-1445. The TomTom Software is © 2006-200_ by TomTom. ALL RIGHTS RESERVED. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the TomTom Software is a trade secret and a proprietary commercial product and not subject to disclosure.

If you are an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then you hereby agree to protect the TomTom Software from public disclosure and to consider the TomTom Software exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the TomTom Software. In the event that such exemption is challenged under any such laws, these Terms of Use shall be considered breached and any and all right to retain any copies or to use of the TomTom Software shall be terminated and considered immediately null and void. Any copies of the TomTom Software held by you shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, these Terms of Use shall be considered terminated and null and void, in its entirety, and any and all copies of the TomTom Software shall immediately be destroyed.

  • You acknowledge that the use of the TomTom Software with a non-TomTom map may result in increased variance between the location displayed on the map and ground truth location.
  • You shall not provide display or allow access to the actual numerical latitude and longitude coordinates of the TomTom Software.
  • You are prohibited from using the TomTom Software (i) to create mailing or telemarketing lists or (ii) for other such similar uses.

ADDITIONAL END-USER TERMS

Research In Motion Limited and Digital River, Inc., shall each be a third party beneficiary of Telenav’s rights under this Agreement.

Effective as of January 30, 2014