WEB SDK LICENSE AGREEMENT (“AGREEMENT”)

By downloading, accessing this Maps Software Development Kit for Web (the “Web SDK”) you are entering into a binding agreement with TomTom Global Content B.V. (“TomTom”). Your agreement with TomTom includes the following terms and conditions and the Privacy Policy ( https://www.tomtom.com/en_gb/privacy/ ). You should not use the Web SDK if you cannot agree to this Agreement and the Privacy Policy.

You may not use the Web SDK and may not accept the Agreement if you are a person barred from receiving the Web SDK under the laws of the United States or other countries, including the country in which you are resident or from which you use the Web SDK. If you agree to be bound by the Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to the Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Web SDK on behalf of your employer or other entity.

1. GRANT OF LICENSE: Subject to and conditional upon your compliance at all times with this Agreement, TomTom grants to you a limited, non-exclusive, non-transferable and non-sublicensable, revocable, royalty-free license during the Term (as defined in Clause 9) to use the Web SDK in connection with the development of web based applications to be used in connection with the TomTom Maps APIs and, in addition, third party online APIs (“Permitted Applications”). For the avoidance of doubt, you must use the TomTom Maps APIs in connection with the Web SDK. Any such Permitted Application and use of the TomTom Maps APIs shall be subject to TomTom’s standard terms of use applicable to the TomTom Maps APIs as made available on the TomTom developer portal or any other specific written agreement that you and TomTom have executed regarding the use of the TomTom Maps APIs.

2. UPDATES AND CHANGES TO THE WEB SDK AND THIS AGREEMENT: TomTom reserves the right, with or without notice and at its sole discretion, to discontinue, update, modify, upgrade and supplement any of the Web SDK or any features within the Web SDK and to modify this Agreement. You agree that future versions of the Web SDK may be incompatible with applications that were developed on previous versions of the Web SDK.

3. YOUR FURTHER OBLIGATIONS:

3.1. You agree to use the Web SDK only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

3.2. Other than as permitted by applicable legislation, you are prohibited from copying (except for backup purposes), modifying, adapting, (re)distributing, renting, lending, publicly presenting, decompiling, reverse engineering, disassembling, or creating derivative works of the Web SDK or any part of the Web SDK.

3.3. You may not use the Web SDK in connection with any illegal, fraudulent, dishonest or unethical activity or behaviour.

3.4. You shall be permitted to display TomTom Maps APIs results (“Results”) on third party content or map data provided that nothing shall entitle you to add or incorporate Results into the OSM or any other open source database. You shall also be permitted to display Results from third party content or map data on a TomTom map as a separate layer.

3.5. The Web SDK may include data which TomTom licenses from third parties or open source software. You shall comply with all requirements and restrictions which such third parties may require TomTom to impose on you (and as may be updated and amended by TomTom from time to time). All applicable OSS Licenses are included within the Web SDK download package. It shall be your responsibility to check, review and comply with any updated or amended terms that would apply to the Web SDK licensed to you under this Agreement. For the avoidance of doubt, any such software is made available to you under the terms and conditions of the applicable licenses.


4. PRIVACY: In order to improve the TomTom Developer Portal and Web SDK, TomTom may collect certain usage related information from the software including but not limited to the general SDK and product identifiers, version numbers, and information on which tools and/or services in the Web SDK are being used and how they are being used by you. In addition, TomTom may collect your unique identifier and associated IP address for legitimate business reasons (such as without limitation the processing of invoices). This data will be retained for a maximum period of 120 days. The information collected is maintained in accordance with our Privacy Policy.

5. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT NOTICES:

5.1. All intellectual property rights related to the Web SDK and to the TomTom Maps APIs are owned by TomTom and/or its licensors and suppliers. However, TomTom agrees that it obtains no intellectual property rights under this Agreement in or to any Permitted Application that you develop using the Web SDK and the TomTom Maps APIs.

5.2. Your use of any trade names, logos, trademarks, service marks and other marks of TomTom is subject to TomTom’s prior written approval. Any goodwill arising out of the use thereof shall inure to the benefit of TomTom. In addition, you agree not to remove, obscure, mask or change any logo and/or copyright notice placed on or automatically generated by the Web SDK or the TomTom Maps APIs.


6. WARRANTIES:

6.1. YOU ACKNOWLEDGE THAT THE WEB SDK HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE WEB SDK MEET YOUR REQUIREMENTS. TOMTOM DOES NOT AND CANNOT WARRANT THAT THE WEB SDK OPERATES UNINTERRUPTED OR ERROR-FREE. TOMTOM DOES NOT WARRANT THAT THE WEB SDK IS CAPABLE OF INTEROPERATING WITH ANY OTHER SYSTEM, DEVICE OR PRODUCT (EITHER SOFTWARE OR HARDWARE).

6.2. YOUR USE OF THE WEB SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICES OR ANY LOSS OF DATA THAT RESULTS FROM SUCH USE.

6.3. WITHOUT LIMITING CLAUSES 6.1 AND 6.2 ABOVE, THE WEB SDK IS PROVIDED ON AN “AS IS” AND WITH “ALL FAULTS BASIS” AND TOMTOM EXPRESSLY DISCLAIMS 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.

6.4. THE PROVISIONS OF THIS CLAUSE DO NOT AFFECT ANY OF YOUR LEGAL RIGHTS UNDER APPLICABLE MANDATORY NATIONAL LEGISLATION, INCLUDING BUT NOT LIMITED TO ANY MANDATORY STATUTORY WARRANTIES. IF ANY PART OF THIS LIMITED WARRANTY IS HELD TO BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THE LIMITED WARRANTY SHALL NONETHELESS REMAIN IN FULL FORCE AND EFFECT.


7. LIMITATION OF LIABILITY:

7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TOMTOM NOR ITS LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO DAMAGES FOR THE INABILITY TO USE OR ACCESS THE WEB SDK OR TOMTOM MAPS APIS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF OR RELATED TO THE USE OF, THE INABILITY TO USE OR ACCESS, OR OTHERWISE THE PERFORMANCE OF THE WEB SDK, EVEN IF TOMTOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. TO THE EXTENT TOMTOM IS NOT PERMITTED UNDER APPLICABLE LAW TO EXCLUDE ITS LIABILITY PURSUANT TO CLAUSE 7.1 ABOVE, TOMTOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT OF US $100.00.

7.3. THE ABOVE LIMITATIONS OF LIABILITY UNDER THIS CLAUSE 7 DO NOT: (I) AFFECT YOUR RIGHTS UNDER ANY APPLICABLE MANDATORY NATIONAL LEGISLATION; (II) EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


8. IPR INDMENITY: To the maximum extent permitted by law, you agree to defend, indemnify and hold TomTom and its respective directors, officers, employees, affiliates, agents and suppliers harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your use of the Web SDK, (b) any application you develop on the Web SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this Agreement.

9. TERM AND TERMINATION AND DIRECT ENFORCEMENT:

9.1. This Agreement begins on either (a) the date you demonstrate your acceptance of the terms and conditions of this Agreement or (b) when you first use the Web SDK and shall continue until terminated (jointly the “Term”) by either TomTom or you subject to and in accordance with this Agreement. The provisions of this Agreement, which by their nature are intended to survive termination, will remain in effect after termination of this Agreement. Furthermore, you agree that TomTom may directly enforce these provisions against you.

9.2. Without prejudice to any other rights, TomTom may immediately terminate this Agreement if (i) you fail to comply with any of its terms and conditions, or (ii) the agreement governing the use of TomTom Maps APIs between you and TomTom you has terminated, or (iii) TomTom decides to no longer provide the Web SDK or certain parts of the Web SDK either entirely or in certain territories related to your use.

9.3. You may terminate this Agreement by ceasing your use of the Web SDK at any time.


10. GOVERNING LAW AND DISPUTE RESOLUTION:

10.1. If you, your employer or the entity on whose behalf you act is incorporated in the United States, then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the State of New York. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York in New York, New York in respect of any dispute arising under or in connection with this Agreement, including any non-contractual claims or disputes.

10.2. If you, your employer or the entity on whose behalf you act is incorporated in the European Union then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands in respect of any dispute arising under or in connection with this Agreement, including any non-contractual claims or disputes.

10.3. If you, your employer or the entity on whose behalf you act is incorporated outside of the United States or European Union, then this Agreement and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the Netherlands. All disputes arising in connection with the Agreement, including any non-contractual claims or disputes, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of three (3) arbitrators. The place or arbitration shall be Amsterdam and the language of the arbitration shall be English. Consolidation of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.

10.4. Notwithstanding this, TomTom shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
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11. OTHER LEGAL TERMS:

11.1. No failure or delay by TomTom to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.2. Should for any reason, or to any extent, any provision of this Agreement be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of this Agreement and the application of that provision shall be enforced to the extent permitted by law.

11.3. The rights granted to you in this Agreement may not be assigned or transferred by you without TomTom’s prior written approval.

11.4. The TomTom Maps APIs and Web SDK are provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R.227.2702, as applicable or successor provisions. In respect of the Map API and Search API, the manufacturer is Uber Technologies, Inc., San Francisco, CA, 94103.


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The Maps SDK for Web Examples uses the following open source technologies:

- tail-select, which is licensed under the MIT license. See: https://github.com/pytesNET/tail.select

    MIT License

    Copyright (c) 2014 - 2018 SamBrishes, pytesNET [email protected]

    Permission is hereby granted, free of charge, to any person obtaining a copy
    of this software and associated documentation files (the "Software"), to deal
    in the Software without restriction, including without limitation the rights
    to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
    copies of the Software, and to permit persons to whom the Software is
    furnished to do so, subject to the following conditions:

    The above copyright notice and this permission notice shall be included in all
    copies or substantial portions of the Software.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
    IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
    AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
    LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
    OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
    SOFTWARE.

- live-server, which is licensed under the MIT license. See: https://github.com/tapio/live-server

    MIT License

    Copyright (c) 2012 Tapio Vierros

    Permission is hereby granted, free of charge, to any person obtaining a copy of this
    software and associated documentation files (the "Software"), to deal in the Software
    without restriction, including without limitation the rights to use, copy, modify, merge,
    publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons
    to whom the Software is furnished to do so, subject to the following conditions:
    The above copyright notice and this permission notice shall be included in all copies or
    substantial portions of the Software.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
    BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
    NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,
    DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
    OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


- details-polyfill, which is licensed under the MIT license. See: https://github.com/rstacruz/details-polyfill

    The MIT License (MIT)

    Copyright (c) 2018 Rico Sta. Cruz

    Permission is hereby granted, free of charge, to any person obtaining a copy
    of this software and associated documentation files (the "Software"), to deal
    in the Software without restriction, including without limitation the rights
    to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
    copies of the Software, and to permit persons to whom the Software is
    furnished to do so, subject to the following conditions:

    The above copyright notice and this permission notice shall be included in all
    copies or substantial portions of the Software.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
    IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
    AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
    LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
    OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
    SOFTWARE.