1. Site Terms and Conditions of Use.Welcome to the NAVTEQ Network for Developers Site (the “Site”). These terms and conditions of use govern your use of the Site. By accessing, browsing or our using the Site, you acknowledge that you have read, understood and agreed to be bound by these Site Terms and Conditions of Use, including the privacy policy (‘Privacy Policy”) and to comply with all applicable laws and regulations. In addition, you represent and certify that you are at least eighteen (18) years of age. If you do not agree to these Site Terms and Conditions of Use, you may not access the Site or any of the services offered through the Site. NT reserves the right, in its sole discretion, to update, revise supplement and otherwise modify these Site Terms and Conditions of Use, and to impose new or additional terms and conditions on Your use of the Site from time to time. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively, “Additional Terms”) will be effective immediately and incorporated into these Site Terms and Conditions of Use upon posting to the Site. Your continued use of the Site shall be deemed to conclusively indicate your acceptance of any and all such Additional Terms.



2. License. From time to time, NT, in its sole discretion, may make certain NT map data, documentation and other information or materials directly available to you through the Site (“NT Materials”). NT grants You a non-exclusive, non-transferable, non-sublicensable, restricted right, to use the NT Materials solely to evaluate a potential business relationship related to products and services available from NT.



3. RESTRICTIONS. The rights granted in Section 2 above are subject to the following restrictions: (i) You shall not copy or reproduce any NT Materials, except with NT's prior written authorization; (ii) You shall not disclose, publish, sell, transfer, distribute or otherwise reveal any NT Materials to any third party whatsoever, except with NT's prior written authorization (iii) You shall not disassemble, decompile or otherwise reverse engineer any NT Materials; (iv) in no event shall You use NT Materials for commercial or revenue generating purposes; (v) You shall notify NT promptly in writing in the event of any unauthorized disclosure or use of the NT Materials and You shall cooperate fully with NT to cure any such unauthorized disclosure or use; (vi) You must retain all copyright and other proprietary notices on all downloaded and copied NT Materials; and (vii) You shall not use the NT Materials for product, program or service comparisons of any kind; benchmarking or for any use not explicitly authorized in Section 2.



4. ACCEPTABLE USE OF THE SITE. In order to use the Site, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees associated with such access.
   
   
   (a) Individual Use. Except as specifically provided herein, You agree that you are only authorized to visit, view and to retain a single copy of pages of the Site for your own internal use and not on behalf of any other person or entities, and that you will not duplicate, download, publish, modify or otherwise distribute any NT Material on the Site for any purpose other than for your own internal use unless otherwise specifically authorized by NT in writing. We post legal notices and various credits on pages of the Site, which may not be removed even in your permitted copies.
   
   (b) Deep Links; Linking. You agree not to "deep-link" to the Site, meaning that You will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose, unless specifically authorized by NT in writing to do so.
   
   (c) Framing. You agree not to create any frames at any other web sites pertaining to or using any of the content located at the Site for any purpose, unless specifically authorized by NT in writing to do so.
   
   (d) Security, Cracking and Hacking. You are prohibited from violating or attempting to violate the security of the Site. Accordingly, you agree not to: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, by means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing" the Site. Violations of system or network security may result in civil or criminal liability. NT reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.
   
   (e) You Are Responsible For All of Your Activities and All of The Content You Post or Submit. You represent and warrant that any information and/or material you post or provide to NT by means of the Site, including, without limitation, as part of any registration or subscription or to gain access to or use any services offered on the Site ("Submissions"), is truthful, accurate, not misleading, not confidential property of others, not in violation of any other third party's rights and offered in good faith. You agree NOT to use the Site for or in connection with any of the following activities: (i) transmitting or relaying spam, spoofing or otherwise impersonating any person or entity, or falsely stating or otherwise misrepresenting your identity or affiliation in any way; (ii) using the Site for any fraudulent or illegal purpose; (iii) e-mailing, uploading, or otherwise transmitting or using the Site in furtherance of the use, distribution or transmission of any unlawful, harassing, defamatory, tortious, libelous, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind; and (iv) transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or the operation of the Site.
   
   (f) Information Disclosed via the Site. Any information disclosed to you via the Site including, without limitation, any content, product or configuration recommendations or product specifications, are not offered with any warranty or representation as to accuracy, performance or suitability for your intended purpose or compliance with applicable law. NT expects that you will exercise caution, best practices and oversight in using information supplied through the Site.
   
   (g) Do Not Violate Third Party Intellectual Property Rights. Without limiting the foregoing, you may not, and by using the Site you agree not to, use the Site to: (i) transmit or post any Submissions that are copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit or post any Submissions that reveal trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit or post any Submissions that infringe on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. Furthermore, unless otherwise expressly provided, you acknowledge and agree that: (a) all Submissions will become property of NT; (b) NT has the right to publish the Submissions for any type of use including for promotional and advertising purposes, in accordance with the terms set forth in the Privacy Policy, without compensation to you of any kind; (c) any Submissions that you submit to any part of the Site are non-confidential for all purposes; and (d) that if you make any such Submission, you automatically grant, represent and warrant that the owner of such content has expressly granted NT a royalty-free, perpetual, irrevocable, world-wide exclusive license to use the Submissions in any manner, media or form now known or hereafter developed. NT shall have the right to sublicense its rights through multiple tiers of sublicenses. For purposes of these Terms, the term "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
   
   (h) Ownership. All content and materials on the Site including, without limitation, text, graphics, logos, button icons, images, audio clips and software included in the Site and any services offered on the Site, are the property of NT, its sponsors or business affiliates, and/or their respective licensors, and are subject to U.S. and international copyright, trademarks and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on the Site is the exclusive property of NT and is protected by U.S. and international copyright laws. All software used on the Site is the property of NT or its licensors and is subject to U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Site is permitted except expressly in accordance with these Terms or with the express written permission of NT and any other applicable copyright owner. You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Site. All rights not expressly granted hereunder are expressly reserved to NT.
   
   (i) Spidering. THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR "SPIDER" THE SITE OR ANY OF THE PAGES OF THE SITE INFRINGES ON NT'S AND/OR ITS LICENSORS' INTELLECTUAL PROPERTY RIGHTS AND ARE NOT PERMITTED.




5. Ownership/Assignment. NT is the owner of the NT Materials and derivations therefrom, including all intellectual property rights thereto. Nothing stated herein shall be deemed to grant, transfer, or assign to You any right, title, interest or ownership of the NT Materials, all of which is hereby expressly reserved by NT. You may not assign its rights or obligations under this Agreement.



6. Third-Party Products and Services. Parties other than NT may offer and provide products and services and other materials either on the Site or through third-party web sites accessible from the Site. NT does not operate, control, or endorse any such Third Party information, products, or services or other materials (“Third Party Materials”) accessible through the Site in any way. NT is not responsible for examining or evaluating, and NT does not warrant in any way such Third Party Materials and You agree that NT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Materials. Such Third Party Materials may include access to NT map data and other data from NT and use of such Third Party Materials shall be subject to applicable terms and conditions provided by such third parties.



7. Third-Party Links. NT makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party web sites accessible by hyperlink from the Site. Such linked web sites are not under the control of NT and NT is not responsible for the content of any such linked web site or any link contained in a linked web site, or any review, changes or updates to such web sites. The inclusion of any link does not imply affiliation, endorsement, or adoption by NT of such web site or any information contained therein. When leaving the Site, you should be aware that NT's terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of the third-party web site.



8. Linking. You are granted a limited, nonexclusive, non-transferable, non-sublicensable right to create a hypertext link to the homepage of the Site, provided such link does not portray NT or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner. You may not use an NT logo or other proprietary graphic or trademark of NT to link to the Site without the express written permission of NT. This limited right may be revoked at any time.



9. Term and Termination. The term of these Site Terms and Conditions of Use shall commence on the date upon which You agree to the Site Terms and Conditions of Use and shall continue in force thereafter, unless terminated as provided herein. NT may change, suspend or discontinue all or any aspect of the Site, including its availability, at any time and may suspend or terminate Your use of the Site at any time. Either You or NT may terminate these Site Terms and Conditions of Use at any time, for any reason, or for no reason at all. Upon any termination of these Site Terms and Conditions of Use, (i) all license rights granted herein shall terminate and Your right to use the Site shall immediately cease; (ii) you shall destroy all NT Materials or Third Party Materials obtained from or through the Site and copies thereof; and (iii) upon the request of NT after the termination of these Site Terms and Conditions of Use, You shall certify to NT in writing within ten (10) days of such request, that You have destroyed or returned all NT Materials and all copies thereof.



10. Confidentiality. You acknowledge that your membership in the Site and use of the Site may expose you to certain Confidential Information of NT. "Confidential Information" means any and all information and material (whether in writing, or in oral, graphic, electronic or any other form) that is marked or described as, identified in writing as, or provided under circumstances indicating it is, confidential or proprietary. NT Materials shall be deemed Confidential Information. You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall disclose the Confidential Information only to your employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. In addition, you shall not use the Confidential Information for any purpose other than in the performance of these Site Terms and Conditions of Use. You shall take the same degree of care that you use to protect Your confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. This Section 10 shall survive any termination these Site Terms and Conditions of Use. Further, this Section 10 is not intended to (and does not supersede) any obligations assumed by you (whether now or in the future) under a separately signed nondisclosure or confidentiality agreement with NT.



11. Disclaimer. THE NT MATERIALS AND OTHER CONTENT, SERVICES, INFORMATION AND ACCESS TO THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. NAVTEQ DOES NOT WARRANT THAT ANY PART OF THE SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT TRANSMISSION TO OR FROM THE SITE AND ACCESS TO THE SITE WILL BE UNINTERRUPTED, NOT DISCONTINUED OR ERROR-FREE. NAVTEQ DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF ITS QUALITY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU SHOULD THEREFORE VERIFY ANY INFORMATION OBTAINED FROM THE SITE BEFORE ACTING ON IT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, NAVTEQ EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY, CONTENT, AVAILABILITY OF INFORMATION, PRODUCTS, SERVICES OR MERCHANDISE FOUND ON THIRD PARTY SITES THAT LINK TO OR FROM THE SITE. NAVTEQ DISCLAIMS ANY RESPONSIBILITY FOR PRODUCT OR SERVICE ORDERING FUNCTIONS, ORDER FULFILLMENT OR COMPLIANCE OF PRODUCTS OR SERVICES WITH ANY MANUFACTURER'S WARRANTIES OR SPECIFICATIONS. NAVTEQ CANNOT BE HELD RESPONSIBLE FOR THE MATERIAL CONTAINED ON THIRD PARTY SITES AND/OR RELATED SERVICES NOR DOES NAVTEQ MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION YOU MIGHT BE REQUESTED TO GIVE TO THIRD PARTY SITES.



12. LIMITATION OF LIABILITY. TO THE FURTHEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, NT'S NEGLIGENCE, SHALL NT BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, EXEMPLARY AND/OR INCIDENTAL DAMAGES THAT RESULT FROM YOUR USE OR INABILITY TO USE THE SITE, ANY CONTENT (INCLUDING WITHOUT LIMITATION, NT MATERIALS) AND/OR ANY RELATED SOFTWARE, EVEN IF NT OR AN AUTHORIZED NT REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE TERMS, IN THE EVENT THE TERMS OF THIS SECTION, OR ANY PART OF THIS SECTION, SHALL BE HELD INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT SHALL NT'S TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE EXCEED ONE HUNDRED DOLLARS ($100).



13. Indemnity. You agree to indemnify and hold harmless NT and its licensors from and against any and all claims, liabilities, losses and expenses, including reasonable attorneys' fees, arising out of your use of the NT Materials.



14. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Illinois without giving effect to the conflict of laws provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.



15. Export Law. To the extent that any such export laws, rules or regulations prohibit NT from complying with any of its obligations hereunder, such failure shall be excused and shall not constitute a breach of this Agreement. You agree not to export from anywhere any part of the NT Materials or any direct product thereof except in compliance with all licenses and approvals required under, applicable export laws, rules and regulations.



16. Entire Agreement. These Site Terms and Conditions of Use constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior negotiations, promises, commitments, undertakings and agreements of the parties relating thereto.



17. Notices. All notices required or permitted under this Agreement shall be delivered by hand, fax, electronic mail or nationally recognized overnight courier (a) to NT at NAVTEQ, Attn: Legal Department, 222 Merchandise Mart, Suite 900, Chicago, IL 60654, 312-894-7228 (fax), or (b) to You at the address that You provide in the registration process. All such notices and other written communications shall be effective (1) if sent by overnight courier, two business days after mailing, and (2) if sent otherwise, upon delivery as evidenced by proof of receipt.



18. Equitable Relief. Nothing in this Agreement shall prevent either party from seeking appropriate equitable relief, in addition to whatever remedies it may have at law, for any and all of other party’s breaches of its obligations under this Agreement.



19. Governing Law; Waiver and Severability. This Agreement 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. Furthermore, no delay or omission by NAVTEQ to exercise any right or any noncompliance on your part with respect to the Terms shall impair any such right or be construed to be a waiver by NAVTEQ. If any provision of the Terms is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction, provided, however, if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.



20. CONTRACT ELECTRONICALLY. You agree that these Site Terms and Conditions of Use, combined with your act of using the Site and/or the services offered on or through the Site, have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of the Terms on the grounds that it was electronically transmitted or authorized. In addition, you acknowledge that you have had the opportunity to print the Site Terms and Conditions of Use.

BY CLICKING ON THE “I AGREE” BUTTON, YOU REPRESENT AND WARRANT (i) THAT THE INFORMATION SUBMITTED TO NT IN CONNECTION WITH YOUR REGISTRATION FOR MEMBERSHIP IN THE SITE IS ACCURATE AND COMPLETE AND (ii) THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE CAREFULLY READ THESE TERMS AND CONDITIONS OF USE AND THAT YOU AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.