BY USING THE SERVICE THE INDIVIDUAL OR ENTITY LICENSING THE SERVICE (LICENSEE) IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT AND IS UNCONDITIONALLY ACCEPTING THESE TERMS. IF THE LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT USE THE SERVICE.
In this Agreement the Licensor shall mean Pro Mapping Software Limited, a company registered in England and Wales under company number 11607946 and with its operating office at International House, 24 Holborn Viaduct, London, EC1A 2BN, UK.
2. LICENCE PERIOD
2.1 The Licensor grants to the Licensee for the period of one calendar year or one month from the date of purchase (the Licence Period) a non-exclusive and non-transferable single end user licence to use for personal or internal business purposes. The Licensee acknowledges that it is to use the Service only in accordance with this Agreement.
2.2 The Licensee may only use the Service during the Licence Period for n vehicles that are owned or leased by the Licensee:
2.3 The Licence Period may be extended by the Licensee paying annual or monthly renewal fees as referred to below.
2.4 This licence does not entitle the Licensee to receive from the Licensor, technical support, telephone assistance, or enhancements or updates to the Service without further payment or unless explicity stated.
2.5 This licence is not transferrable to any other individual, company or organisation.
2.6 The Licensee may not redistribute the Service, provide third party access to it, or use the Service for any commercial purpose unless the Licensee has entered into a separate written commercial, multi-user, fleet or distribution agreement with the Licensor, as appropriate.
3.1 Except as otherwise expressly permitted in this Agreement, the Licensee may not:
3.1.1 adapt, alter, modify or create any derivative works of the Service or documentation, including any translation;
3.1.2 decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Service (except to the extent applicable laws specifically prohibit such restriction);
3.1.3 redistribute, encumber, sell, rent, lease, sub-licence, or otherwise transfer rights to the Service; or
3.1.4 remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Service;
3.1.5 convert the Service or any part of it into printed form except as reasonably necessary for the Licensee's drivers in the normal course of using the Service;
3.1.6 use the Service other than in a manner that complies with all applicable laws in the jurisdiction in which the Licensee uses the Service, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4.1 The licence granted under this Agreement is conditional on the Licensee paying the appropriate licence fee for the Service to cover the initial Licence Period as specified at the time of purchase. A further licence fee will automatically be payable on each anniversary of initial purchase of the Service, unless the Licensee terminates the Licence according to the auto-renew procedure.
4.2 Further fees may also be payable for new features or services and/or subsequent versions of the Service as made available by the Licensor and such updates and/or subsequent versions shall be subject to separate end user licence terms.
5. TITLE AND COPYRIGHT
5.1 No title or rights of ownership, copyright or any other intellectual property rights in the Service is or will be transferred to the Licensee.
5.2 The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by the applicable law. The licence granted under this Agreement gives the Licensee no rights to such content.
5.3 The Licensee understands that the Service contains proprietary information and agrees that it will not provide or otherwise make any of the Service and/or related documentation available for any reason to any other person, firm, company or organisation.
6. IMPORTANT NOTICES AND DISCLAIMER OF WARRANTY
6.1 Using navigation aids does not replace the need for drivers to be aware of their surroundings and to look out for real world navigation prompts, including road signs. It is the responsibility of every driver to be aware of the weather, road conditions, other vehicles and anything else that could affect driving, directions or visibility.
6.2 The Service and any accompanying materials is provided on an as is basis, without warranty of any kind, including without limitation the warranties that it is free of defects or non-infringing. The entire risk as to the quality and performance of the Service is borne by the Licensee, subject to the applicable law.
7. LIMITATION OF LIABILITY
7.1 In accordance with usual information technology industry practice the Licensor limits its liability under this Agreement in the following way:
7.1.1 The Licensor shall in no circumstances be liable to the Licensee for any special, indirect or consequential losses or damages of any kind whatsoever including (but not limited to) loss of profits, loss of business opportunities or arising from loss of data.
7.1.2 The Licensor accepts a limited degree of liability for certain other classes of direct loss.
7.1.3 The Licensor accepts liability for death or personal injury caused by the negligence of the Licensor in the course of this Agreement.
7.1.4 All implied and statutory terms and conditions are hereby excluded to the maximum extent permissible by law.
7.2 In any case, the Licensor's entire liability under any provision of this Agreement shall not exceed the aggregate sum of the fees the Licensee paid for this Licence (if any) and fees for support of the Service received by the Licensor under a separate support agreement (if any). The Licensor is not responsible for any liability arising out of content provided by the Licensee or a third party that is accessed through the Service and/or any material linked through such content.
7.3 Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer. Nothing contained in this Agreement limits the Licensor's liability to the Licensee in the event of death or personal injury resulting from the Licensee's negligence. The Licensor is acting on behalf of its employees and licensors or affiliates for the purpose of disclaiming, excluding and/or restricting obligations, warranties and liability as provided in this clause, but in no other respects and for no other purpose.
8. DATA PROTECTION
8.1 The Licensor may use any information supplied by the Licensee for the purposes of providing the Service to the Licensee and managing the licence granted under this Agreement as well as for its own administrative and customer service purposes or for any purpose required by law.
8.2 The Licensor shall comply with applicable data protection regulations at all times.
8.3 Unless the Licensee notifies the Licensor in writing the Licensor may:
8.3.1 use information supplied by the Licensee for market research purposes or to supply the Licensee with information about other products or services available from the Licensor or its associated companies;
8.3.2 provide information supplied by the Licensee to third parties for market research purposes or to enable them to supply the Licensee with information about their products or services;
8.3.3 communicate information that describes the habits, usage patterns and/or demographics of the whole or a part of the Licensor's Licensee base (including the Licensee) but does not describe or reveal the identity of any particular Licensee, to third parties.
The parties shall observe strict confidentiality concerning each others business information and trade secrets and shall regard all information provided by the other party as such unless the other party makes it known that such information is not to be covered by this clause.
This Agreement is personal to you, the Licensee, and may not be assigned without the Licensor's express written consent.
11. THIRD PARTY RIGHTS
Notwithstanding any other provisions in this Agreement a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement. Nothing in this Agreement shall affect any right or remedy of a third party which exists or is available other than as a result of that Act.
12. FORCE MAJEURE
Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is caused by force majeure which shall include but not be limited to an act of god, war, natural disaster, fire, flood, explosion or earthquake but which shall not include industrial action if that party's employees or its sub-contractor's employees. The party experiencing the force majeure shall give immediate written notice of that fact to the other party, and if the party subject to force majeure is the Licensee, the Licensor shall be entitled to terminate this Agreement by written notice.
13. TERMINATION AND INDEMNITY
13.1 This Agreement shall commence on the date of purchase of the Service and shall continue until either terminated under this clause or until the licence granted here expires without being renewed by the Licensee, whichever is sooner.
13.2 This Agreement shall automatically renew conditional on the Licensee paying a further annual licence fee. The Licensor shall be entitled to take payment from the Licensee for the renewal licence fee unless the Licensee has specified that it does not wish the licence to automatically renew at any time within 3 months before the renewal date.
13.3 The Licensee's licence hereunder shall automatically and immediately terminate on written notice from the Licensor if the Licensee fails to comply with any provision of this Agreement. In such event, the Licensor may immediately terminate access to the Service without any further liability to the Licensee.
13.4 The Licensee may terminate this Agreement if it no longer wishes to use the Service by, notifying email@example.com by email requesting termination of the Service. The Licensor will terminate the Service immediately thereafter. Any outstanding fee for the remaining time of the Licence Period is non refundable.
13.5 On expiry of this Agreement for any reason, the Licensee must make no further use of the Service.
All notices in relation to the Service and associated materials should be delivered to Pro Mapping Software Limited, International House, 24 Holborn Viaduct, London, EC1A 2BN, UK.
15. ENTIRE AGREEMENT AND NO WAIVER
15.1 This Agreement represents the entire understanding between the parties in relation to the subject matter in this Agreement and supersedes all other agreements or representations made by either party, whether oral or written.
15.2 No waiver by the Licensor of any default of the Licensee under this Agreement shall operate or be construed as a waiver by the Licensor of any future defaults, whether or a like or different character. No granting of time or other forbearance or indulgence by the Licensor to the Licensee shall in any way release, discharge or otherwise affect the liability of the Licensee under this Agreement.
16. GOVERNING LAW
16.1 This Agreement shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.