Notice of Use

Contractor (Manufacturer/ Supplier) Name: NAVTEQ

Contractor (Manufacturer/Supplier) Address: 425 West Randolph Street, Chicago, Illinois 60606

This Map Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Map Data was provided.

© 2010 NAVTEQ - All rights reserved.

1. Definitions. For purposes of this Agreement, the following definitions apply:
   1. Commercial Exploitation or Commercial Purpose. Redistribution, retransmission or publication for profit or fee, which may include, without limitation: (i) advertising; (ii) use in marketing and promotional materials and services on behalf of a customer, client, employer, employee or for your own benefit; (iii) use in any materials or services for sale or for which fees or charges are paid or received (e.g., textbook supplemental materials, books, syllabi, course packs); and (iv) use in any books, news publication or journal without an Educational Purpose.
   2. Customer Group.
      1. one individual;
      2. one company, corporation, or similar legal entity (excluding affiliates or subsidiaries which will be treated as a separate Customer Group);
      3. one subsidiary or affiliate of an entity;
      4. one department of a federal agency at the U.S. Cabinet level (e.g., office of the U.S. Dept. of Agriculture of U.S. Dept. of Interior, but excluding sub-agencies);
      5. one civilian federal agency below the U.S. Cabinet level;
      6. one department of the four branches of the military, a defense agency, one of the unified commands, one of the non-Dept. of Defense entities identified in 50 U.S.C. Section 401a or the State Department;
      7. one department of a foreign military or an international defense or intelligence agency;
      8. one state or provincial agency;
      9. one county or local government;
      10. one non-governmental organization or non-profit organization;
      11. one department within a single educational organization within a single country;
      12. one international agency such as NATO, but excluding the United Nations and the European Union;
      13. one office or department within the United Nations or the European Union; or
      14. any one entity equivalent to any of the entities listed above, located outside the United States.
   3. Demonstration Purpose. Any non-commercial use for demonstration, promotional or training purposes and not for Commercial Exploitation for a period of 90 days from product shipment.
   4. Derivative Works. Any products or works derived from the Product, which derivation was created or developed as permitted under this Agreement and in which the Product may be recast, transformed, adapted, or included, and which, if prepared without authorization of DigitalGlobe, would constitute a copyright infringement.
   5. Educational Purpose. Any non-commercial study or research that is undertaken solely in furtherance of education and not for Commercial Exploitation.
   6. Federal Civil Government Agency. Any government agency at the federal level, EXCLUDING all U.S. Department of Defense agencies and those agencies defined under U.S. Code Title 50. The U.S. Army Corp of Engineers is included in the definition of Federal Civil Government Agency under this Agreement.
   7. Joint Project. An undertaking between you and one or more other Customer Groups based on a contractual relationship existing at the purchase of the license.
   8. State and Local Government Agency. Any government agency at the state and local level. With regard to the United States, the term "state" includes the 50 United States and the United States' territories and possessions.
2. Grant of license. Subject to the terms and conditions of this Agreement and payment of the applicable license fees, DigitalGlobe grants to you a limited, non-exclusive, non-transferable license ("License") to use the Product solely for your personal use, internal business purposes, or for Demonstration Purpose or Educational Purpose as set forth on the applicable order confirmation, and only as provided below:
   1. If you are a State and Local Government Agency, you may post the Product and Derivative Works on your website at full resolution for non-Commercial Purpose in a non-downloadable, non-distributable fashion and in a manner that does not allow a third party to extract or access the Product as a standalone file;
   2. Create Derivative Works for internal use, including reformatting the Product into different formats or media from which it is delivered, modifying the Product through manipulation techniques and/or the addition of other data, and making copies of the resulting bundled image product;
   3. Publish the Product, in a non-digital format and for a non-Commercial Purpose, in research reports or similar publications; and
   4. All Products or Derivative Works must contain the following copyright notice conspicuously displayed: "© DigitalGlobe, Inc. All Rights Reserved" for the Product, and "Includes copyrighted material of DigitalGlobe, Inc., All Rights Reserved" for Derivative Works.
3. Prohibited Use. Notwithstanding anything else to the contrary, you may not:
   1. Use the Product or Derivative Works for any purpose not expressly permitted under this Agreement, including without limitation for Commercial Exploitation; or
   2. Sell, license, rent, transfer, give away, disclose, copy or reproduce (even if merged with other materials), display, or distribute the Product or Derivative Works, except as expressly permitted under this Agreement; or
   3. Cause, permit or authorize the modification, translation, reverse engineering, decompiling or disassembling or hacking of the Product; or
   4. Use the Product in any way that would violate any applicable law; or
   5. Use any type of bot, spider virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb, or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access or that are designed to distort, delete, damage, or disassemble the Product; or
   6. Use the Product to develop, transmit or store information that infringes any third party's intellectual property or other proprietary right.
4. Ownership. You hereby acknowledge that DigitalGlobe is the owner of, and hereby reserves, all rights in the Product, including, without limitation, any and all copyright, trademark, trade secrets, and other proprietary rights arising under United States law and international conventions. All rights in and to the Product not expressly granted to you are reserved by DigitalGlobe. This Agreement does not grant you title to the Product or any copies of the Product.
5. Competing Products. You represent that you are not in the business of licensing or otherwise selling aerial or satellite imagery products similar to the Product and agree that, while you have possession of any part of the Product, you will not compete with DigitalGlobe by licensing or otherwise selling to others, aerial or satellite imagery similar to the Product. You further agree that you will not assign, sell, trade, bargain, convey, loan, rent, lease, sublicense, or pledge the Product, except as expressly permitted in this Agreement. The Product may be subject to a disabling code or other protective devices, and may cease functioning without notice in the event you breach any of your obligations under or relating to this Agreement.
6. Installation, Training, Support, and Maintenance. You are responsible for providing the support software and hardware necessary to view, use, access, or otherwise display the Product, and obtaining any training needed to use the Product. DigitalGlobe, may, at its option, provide support and updates, corrections and revisions to the Product.
7. Confidentiality and Proprietary Rights. The Product includes metadata and other confidential and proprietary information of DigitalGlobe ("Confidential Information") and is protected by U.S. and international civil and criminal laws, and DigitalGlobe shall in all events remain the owner of the Product. You shall not remove or alter any copyright or other proprietary notices on the Product, and shall reproduce all such notices on all aerial or satellite images produced, exported, copied, or created using the Product, all products and materials embodying such images, and upon tangible copies of the Product. In the event this Agreement is terminated, you shall have no further right to use the Product. The obligations of this paragraph 7 shall survive termination. You will not use any Confidential Information for any purpose not expressly permitted hereunder and will disclose Confidential Information only to your employees and permitted sublicensees who have a need to know for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than your duty hereunder. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of similar nature and with no less than reasonable care.
8. Audit. At DigitalGlobe's request, you will provide assurances that you are using the Product consistent with the terms of this Agreement. Upon notice, DigitalGlobe may inspect your records, accounts and books relating to the use of the Product to ensure that the Product is being used in accordance with this Agreement.
9. Term and Termination. This Agreement will be effective as of the date you accept this Agreement having expressly agreed to the terms and conditions set forth herein and remains in full force until terminated as provided below. DigitalGlobe has the right to terminate this Agreement, effective immediately upon notice to you, if you breach any provision of this Agreement. Upon termination of this Agreement, all rights granted to you hereunder shall immediately cease. You will (i) discontinue all use of the Product; (ii) if the product was delivered on a tangible medium, return to DigitalGlobe the Product and all copies thereof; (iii) purge all copies of the Product or any portion thereof from all computer storage device or medium on which you have placed or permitted others to place the Product; and (iv) if requested, give DigitalGlobe a written certification that you have complied with all of your obligations hereunder.
10. Limited Warranty. DigitalGlobe warrants that for a period of 90 days after delivery, the Product will perform substantially in accordance with its applicable specification. DigitalGlobe's sole obligation and your entire remedy for breach of the above warranty is for DigitalGlobe, at its option and expense, to (i) repair or replace the non-conforming Product returned during the warranty period; or (ii) refund all fees paid by for the non-conforming Product returned during the warranty period. The foregoing obligations are conditioned on the Product having been unmodified, properly accessed with appropriate software and hardware and you notifying DigitalGlobe of the failure in writing during the warranty period.
    
    DigitalGlobe makes no warranty or representation as to the accuracy of the aerial or satellite photographic images or any other data provided in connection with the Product.
    
    Except as provided above, the Product is provided "as is" without any warranty of any kind, express or implied, and all warranties of merchantability, non-infringement, and fitness for a particular purpose are expressly disclaimed. digitalglobe does not warrant that the Product will meet your needs or expectations, or that operations of the Product will be error free or uninterrupted.
    
    The limited warranty is void if any non-conformity has resulted from accident, abuse, misuse, misapplication, or modification by any person other than DigitalGlobe.
11. Limitation of Liability. In no event will DigitalGlobe be liable for any incidental, consequential, special, exemplary, or indirect damages (including lost profits and lost data) arising from or relating to this agreement and the Product, even if DigitalGlobe has been advised of the possibility of such damages. DigitalGlobe's total cumulative liability in connection with this agreement and the Product, whether in contract or tort or otherwise, will not exceed the amount of license fees paid to DigitalGlobe for the Product. This PARAGRAPH shall be given full effect even if the warrantY provided in PARAGRAPH 10 is deemed to have failed of its essential purpose.
12. Export Control. You will not export or re-export the Product in violation of the U.S. Export Administration regulations or other applicable laws and regulations. You will defend, indemnify, and hold harmless DigitalGlobe from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by DigitalGlobe as a result of any violation of such laws and regulations by you or any of your agents or employees.
13. License Acceptance. You acknowledge and agree that by (a) breaking the seal on any package containing the Product; (b) accepting, in whole or in part, a quotation describing the Product by any means (including the use of End User's purchase order, whether or not that purchase contains inconsistent terms and conditions); (c) downloading, installing, using, manipulating, or otherwise accessing the Product on any computer hardware; (d) damaging or destroying the Product; (e) retaining the Product for more than 15 days following receipt; or (f) clicking an electronic button labeled, "SUBMIT", "INSTALL", "I ACCEPT" or such similar links as may be designated by DigitalGlobe to install the Product, you are agreeing to be bound by the terms and conditions of this Agreement and you are agreeing to waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electric records.
14. Restricted Rights Notice to U.S. Government. If the Product was acquired for or on behalf of the U.S. Government, this Product provided with RESTRICTED RIGHTS. The use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement, as applicable. The contractor/manufacturer of this Software is DigitalGlobe, Inc. 1601 Dry Creek Drive, Suite 260, Longmont, Colorado 80503.
15. Miscellaneous Terms.
    1. You acknowledge that any actual or threatened breach of paragraphs 2, 4, or 7 will constitute immediate, irreparable harm to DigitalGlobe for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorney's fees, court costs, and other collection expenses, in addition to any other relief it may receive.
    2. Failure to require performance of any provision of this Agreement does not waive DigitalGlobe's right to subsequently require full and proper performance of such provision. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be valid and enforceable.
    3. Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by you without the prior written consent of DigitalGlobe. This restriction on assignment or transfer shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. Any attempted assignment or transfer in violation of the foregoing will be null and void.
    4. This Agreement shall be governed by the laws of the State of Colorado, U.S.A., without regard to conflicts of law principles that would require the application of the laws of any other state or jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court or a state court in Boulder County, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
    5. In the event of any conflict between this Agreement and a written license agreement executed by you and DigitalGlobe, Inc., the written license agreement shall govern.
    6. This Agreement represents the entire agreement between you and DigitalGlobe as to the matters set forth herein and integrates all prior discussions and understanding between us. Your acceptance of this Agreement is expressly limited to the terms and conditions set forth herein; any additional or inconsistent terms provided by you in any other documents such as a purchase order will not have any legally binding effect. This Agreement may be modified only by a binding written instrument entered into by you and DigitalGlobe.
16. Notices. Any notices relating to this Agreement should be sent by personal delivery or U.S. certified mail (return receipt requested) to the address provided below and will be effective upon receipt: