Verizon Connect Telo Inc. (“VCT”) Map Data, Satellite Imagery, and Limited Use User Terms
Access to and use of this website, the map data, satellite imagery, and any other information or content provided along with or through this website (collectively, the “Software Service”) is subject to the following terms and conditions:
IF YOU ARE NOT A DIRECT CUSTOMER OF VCT, BUT HAVE BEEN GIVEN ACCESS TO ANY SOFTWARE SERVICE AT THE REQUEST OF YOUR SUPPLIER, SERVICE PROVIDER, OR ANOTHER ENTITY WHO IS A CUSTOMER OF VCT, THEN YOU ARE GIVEN LIMITED ACCESS TO THE SOFTWARE SERVICE SUBJECT TO THESE TERMS AND CONDITIONS, WHICH CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT EACH PARTY’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN THE PARTIES. PLEASE REFER TO THE “LIMITED USE” SECTION BELOW.
All VCT site design, text, graphics, and the selection and arrangement thereof are the copyrighted works of VCT. © 2000-2020 Verizon Connect Telo Inc. All rights reserved.
The VCT product and service names identified in this site are trademarks or service marks of VCT. All other products or services referenced in this site are the trademarks or service marks of their respective owners.
SITE USE AND CONTENT
You may not use, modify, copy, print, display, reproduce, distribute or publish any information from this site without the express permission of VCT. At any time VCT may without notice make changes to this site or to the Software Services.
The following end user terms and conditions apply to your use of map data provided through any VCT service or product:
HERE Map Data End User Terms
The map data (“Map Data”) is provided for your business or personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and VCT and its licensors (including their licensors and suppliers) on the other hand.
Terms and Conditions
Personal Use Only. You agree to use this Map Data together with VCT products for the solely business or personal, internal purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Map Data only as necessary for your permitted use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Map Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of this Map Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. Multi-disc sets may only be transferred or sold as complete set as provided by VCT and not as a subset thereof.
Restrictions. Except where you have been specifically licensed to do so by VCT, and without limiting the preceding paragraph, you may not (a) use this Map Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
Warning. The Map Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.
No Warranty. This Map Data is provided to you "as is," and you agree to use it at your own risk. VCT and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Map Data, or that the Map Data or server will be uninterrupted or error-free.
Disclaimer of Warranty: VCT AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.
Disclaimer of Liability: VCT AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF VCT OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.
Export Control. You agree not to export from anywhere any part of the Map Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.
Entire Agreement. These terms and conditions constitute the entire agreement between VCT (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.
Governing Law. The above terms and conditions shall be governed by the laws of the State of Illinois, but the Netherlands where European HERE Map Data is used, 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 the State of Illinois and The Netherlands, as applicable, for any and all disputes, claims and actions arising from or in connection with the Map Data provided to you here under.
Government End Users. If the Map Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, this Map Data is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with these HERE Map Data End User Terms, and each copy of Map Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice:
Notice of Use
Contractor (Manufacturer/ Supplier) Name: HERE
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.
© 2020 HERE - All rights reserved.
English Language. You may be receiving a version of these terms and conditions which have been translated from the original English language version. In the event of an inconsistency between the English version of these terms and conditions and any version in another language, the English version shall prevail. The English language version of these terms and conditions will be supplied to you upon receipt by VCT of your written request.
If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Map Data.
The following end user terms and conditions apply if you are being provided access to the Software Service at the request of or through a third party, such as your supplier or service provider:
VCT is providing its proprietary location intelligence software service (“Location Intelligence Service”) to an entity who may be your supplier or service provider (“VCT Customer”). In connection with the provision of Location Intelligence Service to VCT Customer and at the request of VCT Customer, VCT is providing you with access to the Software Service, which has limited features of the Location Intelligence Service provided by VCT to VCT Customer. Software Service is provided to you through access to this website. By signing in to the website or otherwise using the Software Service, you acknowledge and agree that: (a) the Software Service is being provided to you “AS-IS”, without any warranties, express or implied, of any kind; (b) you assume all risk of use of the Software Service; and (c) your use is subject to (i) the following terms and conditions, (ii) all of the terms and conditions set forth above in this VCT Map Data, Satellite Imagery, and Limited Use User Terms agreement, and (iii) the terms and conditions set forth in the agreement between VCT (or its predecessor) and VCT Customer (“Customer Agreement”).
Subject to the terms and conditions herein and the terms and conditions of the Customer Agreement, VCT hereby grants to you a non-transferable, non-exclusive, limited right to access and use the Software Service solely during the term of the Customer Agreement and solely in connection with your monitoring of VCT Customer’s performance of its services to you. This license will terminate immediately upon termination of the Customer Agreement or upon VCT Customer providing VCT notice that you are no longer eligible to access and use the Software Service.
You acknowledge that the Software Service contains trade secrets and confidential information of VCT or its suppliers. Therefore, you will not (i) modify, create derivative works of, copy, publicly display, publicly perform, resell, transfer, distribute, sublicense, or reproduce the Software Service, (ii) use the Software Service to develop any other software that is competitive with or similar to the Software Service or provide any competitor of VCT access to the Software Service, (iii) decompile, disassemble, or reverse engineer the Software Service, (iv) remove or obscure any proprietary rights notice provided on the Software Service, or (v) assist any third party to engage in any of the foregoing activities. You also agree not to use the Software Service to access or use, or attempt to access or use, any systems or content which you are not authorized to access or use (including any systems or content not provided to you by VCT or VCT Customer), or to use the Software Service in an unlawful manner.
VCT makes no representations or warranties directly to you with respect to the Software Service or your usage thereof. Any representations or warranties with respect to the Software Service (if any) have been provided by VCT solely to VCT Customer. You are not entitled to rely on any such representations or warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE SERVICE, THE MAP DATA, ROAD CONDITIONS, AND ANY INFORMATION PROVIDED HEREFROM ARE PROVIDED TO YOU ON AN "AS IS" AND “WITH ALL FAULTS” BASIS. VCT AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE AND DATA PROVIDERS MAKE NO GUARANTEES AS TO THE ACCURACY OF ANY INFORMATION PROVIDED BY THROUGH THE SOFTWARE SERVICE AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING USE OF THE SOFTWARE SERVICE, THE MAP DATA, THE ROAD CONDITIONS, AND ANY INFORMATION PROVIDED HERE FROM, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND ALL IMPLIED INDEMNIFICATIONS.
VCT and its affiliates, and each of their licensors, and service and data providers shall not be liable to you in any way with respect to the Software Service or your usage of the Software Service. If liability of any kind arises relating to the Software Service, VCT shall be liable (if at all) to VCT Customer only. You may not make any claims of any kind against VCT, its affiliates, or any of their licensors, or service or data providers directly, and hereby waive any and all claims of any kind you may have against VCT and its affiliates, and their licensors or service or data providers arising out of your use of (or inability to use) the Software Service, and agree to hold VCT and its affiliates, and their licensors or service or data providers harmless from the same. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SOFTWARE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VCT AND ITS AFFILIATES, AND THEIR LICENSORS AND SERVICE AND DATA PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE SERVICE, MAP DATA, ROAD CONDITIONS, OR INFORMATION PROVIDED HEREFROM, INCLUDING ANY LOSS OF USE, LOST DATA OR SOFTWARE, LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, PERSONAL INJURY, OR ANY OTHER PECUNIARY LOSS, EVEN IF VCT OR ITS AFFILIATES, OR THEIR LICENSORS, SERVICE OR DATA PROVIDERS OR AGENTS HAVE BEEN INFORMED OF THE POSSIBILITY OR EXISTENCE THEREOF.
IF FOR ANY REASON THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE HELD UNENFORCEABLE OR INAPPLICABLE, THE TOTAL AGGREGATE LIABILITY OF VCT AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND SERVICE OR DATA PROVIDERS, IF ANY, FOR DAMAGES TO YOU SHALL NOT EXCEED FIFTY DOLLARS ($50.00). Certain countries or states do not allow the disclaimer of certain warranties or the limitation or exclusion of liability, so the above disclaimers and limitations/exclusions may not apply to you in their entirety.
You agree to indemnify and hold harmless VCT and its affiliates from and against any and all claims and suits, and damages, liabilities, judgments, and expenses resulting from such claims and suits based on your use or misuse of the Software Service or your breach of any provision of these terms and conditions.
Title to and ownership of the Software Service remains with VCT or its licensors at all times. There are no implied licenses granted under these terms and conditions.
Any information or data you input into or transmit using the Software Service or collected by VCT in the course of your using the Software Service shall not be considered your confidential or proprietary information, and shall be exclusively owned by VCT. Except to the extent prohibited by applicable law, VCT and its affiliates shall be free to use and disclose such information and data in any manner without any restriction.
You agree not to export or reexport from anywhere any part of the Software Service provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules, and regulations.
Arbitration Choice of Law
THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT EACH PARTY’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN THE PARTIES.
These terms and conditions and performance by the parties hereunder shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to provisions on the conflicts of laws. Any dispute or controversy arising from or relating to these terms and conditions or the enforcement of any provision of these terms and conditions must be arbitrated in New York, New York before a single arbitrator experienced in the software industry who is jointly selected and mutually approved by the parties or, if the parties are unable to or fail to agree on the selection of the arbitrator within fifteen (15) days of the demand for arbitration being served, who is appointed by Judicial Arbitration and Mediation Services (JAMS) in accordance with its rules. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the expedited procedures in those rules). The arbitrator will require the non-prevailing party to pay for the costs of arbitration, including reasonable attorneys fees incurred by the prevailing party in connection with the arbitration. The results of the arbitration procedure will be considered confidential information of both parties. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Each party agrees that any proceeding to resolve or litigate any dispute hereunder, whether in arbitration or in court, will be conducted solely on an individual basis, and neither party will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which either party acts or proposes to act in a representative capacity. The parties further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to such other arbitration or proceeding.
Any questions, complaints, or claims with respect to Software Service may be directed to VCT at One Verizon Way, Basking Ridge, New Jersey 07920, USA, attention: VCT Legal Department, and by email to email@example.com. A copy of any such written communication sent to VCT shall also be sent to the attention of the General Counsel of VCT at the following address: Verizon Connect, 2002 Summit Boulevard, Suite 1800, Atlanta, Georgia 30319.