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 Services allow 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 Services 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 Services is available at the Products link on Telenav's website, located at www.telenav.com/products/tn/.
The Telenav Services are 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 Services utilize 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 Services 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.
For Telenav to provide the Telenav Services, 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.
You agree to comply with the following when using the Telenav Services:
Before your Telenav Services 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 Services 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 Services (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 Services. Telenav reserves the right to change the fees for the Telenav Services 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 Services 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 Services.
You are responsible for any fees assessed by your wireless telephone carrier to access the Telenav Services, 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 Services, such as Shared Address.
Telenav reserves the right to change at any time the phone number designated for you to access the Telenav Services, including eliminating any toll-free numbers.
Telenav reserves the right to terminate your access to the Telenav Services at any time for any or no reason and without notice to you.
You may terminate the Telenav Services at any time by notifying Telenav via: (i) an email addressed to firstname.lastname@example.org; (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 Services, 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.
You agree: (a) when signing up for the Telenav Services, 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 Services.
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 Services.
This license shall terminate upon any termination of this Agreement, or upon any suspension, termination or cancellation of your access to the Telenav Services.
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:
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 Services or the Telenav Software. You are responsible for the entire risk arising out of your use of the Telenav Services and the Telenav Software.
The Telenav Services 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.
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 Services or the Telenav Software will not infringe on third party intellectual property rights.
Telenav also does not warrant that your use of the Telenav Services will be uninterrupted or error-free. Rather, temporary interruptions of the Telenav Services may occur from time to time (such as when you drive into an area that has no cell phone coverage or when the Telenav Services 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 Services. 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 Services 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.
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 Services or the Telenav Software, any defects in the Telenav Services 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.
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 Services or the Telenav Software.
You agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Telenav Services, 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.
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 Services, you consent to receive from Telenav all communications, including notices, agreements, legally required disclosures or other information in connection with the Telenav Services (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 Services. 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 email@example.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:
The Telenav Services utilizes software licensed to Telenav by TomTom North America, Inc. ("TomTom"). You may use this software (the "TomTom Software") through the Telenav Services subject to the following terms and conditions:
© 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: