[TERMS OF USE FOR THE WHEREBOUTZ SERVICE]
Please read these terms and conditions of service carefully before you launch the Whereboutz service. Your use of the Whereboutz service indicates that you accept these terms and conditions. If you do not accept these terms and conditions, do not launch or otherwise use the Whereboutz service.
These terms and conditions of service represent the agreement ("Agreement") between you and TeleNav, Inc. ("TeleNav") with respect to the Whereboutz service. TeleNav, Inc. is the provider of the Whereboutz service. TeleNav reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement or the TeleNav Privacy Policy any at any time. Your continued use of the Whereboutz services after the posting of any modifications or changes constitutes your binding acceptance of such changes. Please note that additional and/or different conditions and terms of use may apply to services or products provided through one or more of our partners, advertisers, or business associates, and you should refer to those before using such services or products. You should visit http://www.whereboutz.com/ from time to time to review the then current terms and conditions for the Whereboutz service.
The Whereboutz service is available for individuals aged 13 years and older. If you are 13 or older but under the age of 18, please review these terms with your parent or guardian to make sure that both you and your parent or guardian understand and agree to this Agreement, and have your parent or guardian review and accept this Agreement on your behalf through the Whereboutz user registration process. If you are a parent or guardian accepting this Agreement for the benefit of a child under 18 (who must be 13 or older), then you agree to accept full responsibility for that child's use of the Whereboutz service, including all legal liability that he or she may incur.
The Whereboutz service allows you to use your wireless device or your computer to post your locations and activities throughout the day for access by members of your Whereboutz network, and to use your wireless device or your computer to access the location and activity information posted by members of your Whereboutz network.
The Whereboutz service is available on your wireless device wherever your cellular service is available in the United States and Canada.
Currently, the use of the Whereboutz service is free of charge; however, TeleNav reserves the right to charge for the service in the future.
The Whereboutz service is for your personal use only, and is not for resale or other transfer or disposition to any other person or entity. Whereboutz should not be used or relied on as an emergency locator system or in connection with any hazardous environments requiring fail-safe performance, or any other application in which failure or inaccuracy of that application or the Whereboutz service could lead to death, personal injury or severe physical or property damage.
You alone are responsible for your involvement with other users of the Whereboutz service. TeleNav reserves the right, but has no obligation, to monitor the exchanges between you and such other users. Furthermore, TeleNav does not control the content of User accounts and profiles and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material that you provide to the Whereboutz services.
The Whereboutz service delivers mapping data to you and the members of your network with Google Maps. The terms of service for Google Maps is available at http://www.google.com/intl/en_ALL/help/terms_local.html.
Your use of the Whereboutz service indicates that you accept the terms of the TeleNav privacy policy, http://www.telenav.com/include/files/privacy-policy.html, which are incorporated in this Agreement by this reference.
For TeleNav to provide the Whereboutz service, TeleNav must record the location and activity information that you post to the Whereboutz application, and distribute such information to members of your network with the Whereboutz service. This includes using your submitted location information to publish your location on a map for access by members of your network. By using the Whereboutz service, you authorize TeleNav to record, compile, and distribute in the foregoing ways your location and activity information.
You understand that the purpose of the Whereboutz Service is to provide a safe, positive and personal means to share information and that the participants must act appropriately to achieve that objective. Therefore, you agree that you will not:
You are responsible for any Internet connection or other fees assessed by your cellular carrier to access the Whereboutz service via your wireless device, including any data plan charges, toll, out-of-area, roaming, or other wireless device connection charges.
The Whereboutz service allows the submission of content and materials (such as your location, pictures, reviews, ratings, ideas, notes, concepts, or creative suggestions) by you and other Users ("User Submissions"), and the hosting, sharing and/or publishing of such User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize TeleNav to use, all intellectual property and any other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Whereboutz services and this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Whereboutz services and this Agreement. For clarity, you shall retain all of your ownership rights in your User Submissions.
By submitting User Submissions to the Whereboutz service, you hereby grant TeleNav a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, publicly perform, publicly display, digitally perform, and otherwise exploit, for any purpose whatsoever, without compensation to you or any other provider, User Submissions in connection with the Whereboutz services and TeleNav's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Whereboutz services (and derivative works thereof) in any media formats now known or hereafter developed, and through any media channels. You also hereby grant each user of the Whereboutz services a non-exclusive license to access your User Submissions through the Whereboutz services, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Whereboutz services and under this Agreement.
You understand that when using the Whereboutz services you will be exposed to User Submissions from a variety of sources, and that Whereboutz is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against TeleNav with respect thereto.
TeleNav assumes no responsibility whatsoever in connection with or arising from User Submissions. TeleNav assumes no responsibility for actively monitoring User Submissions for inappropriate content. If at any time TeleNav chooses, in its sole discretion, to monitor User Submissions, TeleNav nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the User submitting User Submissions. Further, TeleNav does not endorse and has no control over the content of User Submissions submitted by other Users. TeleNav makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions. Nonetheless, TeleNav reserves the right to prevent you from submitting User Submissions and to edit, restrict or remove User Submissions for any reason at any time.
TeleNav reserves the right to terminate your access to the Whereboutz service at any time for any or no reason and without notice to you. You may terminate the Whereboutz service at any time by removing the application from your wireless device. If you have any questions about how to do this, please contact TeleNav by sending an email to whereboutz.support@telenav.com, or by clicking on the "Contact Us" link on the http://www.whereboutz.com/ website. Upon any termination of your Whereboutz service, TeleNav shall have no liability to you or any further obligations under this Agreement.
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 Whereboutz application onto your wireless device, and (ii) use the Whereboutz application (in object code form only) on your wireless device in order to access and use the Whereboutz service. This license shall terminate upon any termination of this Agreement, or upon any suspension, termination or cancellation of your access to the Whereboutz service. You agree not to do any of the following:
The Whereboutz application originates in the United States, and is subject to United States export laws and regulations. The Whereboutz application may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Whereboutz application may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Whereboutz application and the Whereboutz service.
To the fullest extent permissible pursuant to applicable law, in no event will TeleNav or its licensors, 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 Whereboutz service. You are responsible for the entire risk arising out of your use of the Whereboutz service. The Whereboutz service and the Whereboutz application are provided "as is" and without warranties of any kind, 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 Whereboutz application 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 Whereboutz service or the Whereboutz application will not infringe on third party intellectual property rights. TeleNav also does not warrant that your use of the Whereboutz service will be uninterrupted or error-free. Rather, temporary interruptions of the Whereboutz service may occur from time to time (such as when you proceed into an area that has no cell phone coverage or when the Whereboutz service 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 damages due to such interruptions.
TeleNav also does not warrant the accuracy of the data delivered to or sent from members of your network via the Whereboutz service. Such data may not always be accurate or current. 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 Whereboutz service 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.
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL TELENAV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS (INCLUDING, WITHOUT LIMITATION, TELENAV'S WIRELESS CARRIER PARTNERS) OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM: (A) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION; (B) YOUR USE OR INABILITY TO USE THE WHEREBOUTZ SERVICES; (C) THE WHEREBOURTZ SERVICES GENERALLY OR THE WHEREBOUTZ APPLICATION OR SYSTEMS THAT MAKE THE WHEREBOUTZ SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH TELENAV OR ANY OTHER USER OF THE WHEREBOUTZ SERVICES, EVEN IF TELENAV OR A TELENAV AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL TELENAV'S (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR THIRD-PARTY PARTNERS INCLUDING, WITHOUT LIMITATION, TELENAV'S WIRELESS CARRIER PARTNERS') TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE TELENAV SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY, OR OTHERWISE EXCEED THE AMOUNTS PAID BY YOU FOR ACCESSING THE TELENAV SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM OR ONE THOUSAND DOLLARS, WHICHEVER IS GREATER. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN TELENAV AND RECEIVED THROUGH OR ADVERTISED ON THE WHEREBOUTZ SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE WHEREBOUTZ SERVICES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT TELENAV'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
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 Whereboutz service or the Whereboutz application. TeleNav reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. If you use the Whereboutz service to meet another user in person, or to locate and attend any online or offline event, then you agree to release and hold TeleNav harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injury, death, or property damage, either directly or indirectly related to or arising from your meeting with such other user or attendance or participation in any such event.
The Whereboutz application and service are owned and operated by TeleNav. The Whereboutz application and service, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including, but not limited to, the mobile device applications, and all other elements of the services (collectively, the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the Whereboutz services are the property of TeleNav or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names displayed on the Whereboutz services are proprietary to TeleNav or its affiliates and/or third-party licensors. Except as expressly authorized by TeleNav, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
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 law 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 sell, 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 at any time without notice to an affiliate or in conjunction with the sale or transfer of substantially all of TeleNav's assets associated with the Whereboutz service. By using the Whereboutz service, you consent to receive from TeleNav all communications, including notices, agreements, legally required disclosures or other information in connection with the Whereboutz service (collectively, "Notices") electronically. TeleNav may provide such Notices by posting them on the http://www.whereboutz.com/ 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 Whereboutz service. If you have any questions regarding the terms of this Agreement, please contact TeleNav by sending an email to whereboutz.info@telenav.com, or by clicking on the "Contact Us" link on the http://www.whereboutz.com/ website.
This Agreement is effective as of September 30, 2009..