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TOMTOM ONLINE EVALUATION AGREEMENT FOR
TRAFFIC ANALYTICS PRODUCTS & ROUTE MONITORING
By completing the Online Registration Form and clicking the “I AGREE” button, you hereby agree on behalf of your
employer or other entity as indicated in the Online Registration Form (hereinafter “you”) that any access which
TomTom grants you to the Licensed Products shall be subject to and in accordance with this Agreement.
Notwithstanding the foregoing, you acknowledge and agree that your submission of the Online Registration Form
and acceptance of these terms is deemed to be an offer by you and shall not be binding upon TomTom until your
Online Registration Form is accepted. For these purposes, TomTom’s delivery of an access code to the Licensed
Products shall constitute acceptance by TomTom. TomTom may reject any Online Registration Form at its sole and
absolute discretion.
In the event you do not agree to the below terms, you are not entitled to use the Licensed Products.
If you are located in Canada, Mexico or the United States this Agreement is entered into with TomTom North America,
Inc. If you are located outside of these areas, then this Agreement is entered into with TomTom Global Content B.V.
(hereinafter each TomTom entity referred to as “TomTom”).
You may not use the Licensed Products and may not accept the Agreement, if you are barred from receiving the
Licensed Products under the laws of the United States or other countries, including the country in which you are
resident or from which you use the Licensed Products.
If you have signed a separate written agreement with TomTom regarding the use of the Licensed Products and you
are accepting these terms purely to access the Licensed Products, the terms of such separate written agreement
shall apply to your use of the Licensed Products.
TERMS APPLICABLE TO THE LICENSED PRODUCTS
1. DEFINITIONS
1.1. The following definitions apply to this Agreement:
“Intellectual Property Rights” means all inventions, patents, utility models, designs (both registered or
unregistered and including rights relating to semi-conductor topographies), database rights, copyright and trade
marks (both registered and unregistered), together with all rights to the grant of and applications for the same
and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property
throughout the world and all future rights of such nature.
“Licensed Products” means the Traffic Analytics Products and/or Route Monitoring made available by TomTom
at https://move.tomtom.com and which you have requested access to in the Online Registration Form.
“Online Registration Form” means the online registration form available at https://move.tomtom.com which
has been completed and submitted by you and which includes, without limitation, your requested Trial Plan and
requested Licensed Products.
“Route Monitoring” means TomTom’s real-time travel time information for predefined routes.
“Trial Plan” means the trial plan, including usage limits, which you have selected via the Online Registration
Form.
“Term” means as defined under Clause 12.
“Traffic Analytics Products” means TomTom’s historical traffic-based products.
2. GRANT OF LICENSE
2.1. Subject to your compliance at all times with this Agreement, TomTom hereby grants to you a limited, nonexclusive, non-transferable, non-sublicensable, revocable, royalty-free license through the Term to access and
use the Licensed Products in accordance with your Trial Plan for the limited purpose of internal evaluation and
testing by you.
2.2. The Licensed Products will in no event be used for (i) commercial or revenue generating purposes or (ii) shared
with any third party.
2.3. This Agreement contains the full and complete grant of rights by TomTom to you in respect of the Licensed
Products and any other use of the Licensed Products other than expressly permitted in this Agreement is
strictly prohibited.
3. YOUR FURTHER OBLIGATIONS
3.1. You agree to use the Licensed Products only for purposes that are permitted by this Agreement and in
accordance with all applicable laws.
3.2. You are prohibited from decompiling, reverse engineering, disassembling, or creating derivative works of the
Licensed Products or any part thereof.
3.3. You acknowledge and agree that TomTom shall be entitled to place restrictions on your use of the Licensed
Products including but not limited to the number of queries which you make over a period to be determined
by TomTom for the purposes of managing the load placed on TomTom’s server infrastructure. You therefore
understand and agree that any request made to the TomTom servers beyond these restrictions shall be
rejected by the TomTom servers and TomTom shall have no liability for such rejection.
3.4. You may not benchmark the Licensed Products against those provided by third parties, unless explicitly
approved by TomTom in writing.
4. ACCOUNT AND ACCESS CREDENTIALS AND SECURITY TERMS
Any use of the Licensed Products through access credentials issued to you will be considered your use and
you are responsible for such use. You agree to take due care protecting such access credentials against misuse
by others and disclosure to others and promptly notify TomTom about any misuse or loss of access credentials.
5. DATA PROCESSING AND PRIVACY
5.1. TomTom shall collect, via the Licensed Products, the Personal Data specified under
http://tomtom.com/en_gb/thirdpartyproductterms/ and shall process such Personal Data in accordance with
the terms set out under the same link. The terms under both such links may be updated from time to time by
TomTom and shall apply from the date of such update unless otherwise stated.
5.2. In order to improve the TomTom Move portal and the Licensed Products, TomTom may collect certain usage
related information from your use of the Licensed Products including but not limited to your unique identifier,
associated IP addresses, version number of the Licensed Products used, and how they are being used by you.
In the event that you do not agree to the collection of this information you need to discontinue filling in the
Registration Form and stop using the Licensed Products. The information collected is examined on an
aggregated basis to improve the Licensed Products and is maintained in accordance with all applicable data
protection laws.
5.3. To submit the Online Registration Form, at a minimum, you must supply your work email address, the company
name of your employer and create a password. TomTom advises you to keep your TomTom Move portal
registration details confidential and use different passwords elsewhere. Optional information, as indicated in
the Online Registration From or as later requested, can be provided to us. We use the information you share
to be able to better serve you. We will use your email address to inform you about your transaction history
and product use. We will also use your email address and phone number (if provided) to occasionally send
information related to the products and services you are using on the TomTom Move portal unless you have
opted out. You can opt out of further commercial email or phone calls at any time by following the steps
described in each email or call. We will not sell your data to anyone. For more information see our privacy
policy: https://www.tomtom.com/en_gb/privacy/.
6. SUSPENSION OF SERVICES
6.1. TomTom shall be entitled to suspend your access to the Licensed Products in the event:
6.1.1.TomTom reasonably believes that you are in breach of the terms of this Agreement.
6.1.2.You exceed any usage limits set out under your Trial Plan.
6.1.3.You create additional accounts for the purpose of obtaining additional non-chargeable transactions.
6.1.4.You breach any security measure or requirements set out by TomTom.
6.1.5.TomTom reasonably believes that such suspension is necessary on order to protect the general
integrity of the services offered via the Licensed Products.
6.2. TomTom shall not be liable to you where it suspends your access to the Licensed Products in accordance with
the above.
7. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT NOTICES
7.1. The Licensed Products are licensed and not sold. All Intellectual Property Rights in the Licensed Products and
content delivered thereby are owned by TomTom and/or its licensors and suppliers.
7.2. Without limiting the foregoing, you acknowledge that the Licensed Products are the result of substantial
investments and protected by database rights as meant in the European Union Database Directive 95/46/EC,
and you acknowledge that the Licensed Products may be protected by similar rights in other jurisdictions
outside the European Union and that, without limiting the foregoing, TomTom shall have the right to enforce
such rights as contractual rights arising under this Agreement.
7.3. If you are a US state, US federal or other US public entity (“US Government”), you agree to protect the
TomTom Intellectual Property Rights from public disclosure. In the event that you are required to disclose the
TomTom Intellectual Property Rights under any law or regulation that permits public access and/or
reproduction or use of the TomTom Intellectual Property Rights, you will notify TomTom in writing prior to
such disclosure and if TomTom is unable to comply with such disclosure, this Agreement shall be automatically
terminated and considered immediately null and void. Any data, software, and/or documentation delivered
hereunder is subject to the terms of this Agreement. Any computer software, data, database, documentation
and/or technical data delivered hereunder to the Government, either directly under a prime contract, or
indirectly through subcontract, is subject to the terms of this Agreement. In no event shall the Government
acquire rights greater than LIMITED or RESTRICTED rights as described in any applicable DFAR or FAR. In
case of conflict between any of the FAR and/or DFARS that may apply to the Licensed Products, the
construction that provides greater limitations on the Government’s rights shall control.
8. CONFIDENTIAL INFORMATION
You shall use TomTom’s Confidential Information only for the proper performance of its duties under the
Agreement and shall not, without TomTom’s written consent, disclose or permit the disclosure of the
Confidential Information, except in confidence for the proper performance of its duties under the Agreement
to those of its employees, officers and professional advisers who need to have access to it. “Confidential
Information” for these purposes means all information disclosed by or on behalf of TomTom (in whatever
medium including in written, oral, visual or electronic form and whether before or after the date of this
Agreement) including all business, financial, commercial, technical, operational, organizational, legal,
management and marketing information which is either marked as being confidential or which would
reasonably be deemed to be confidential in the ordinary course of business and any keys and access codes
provided.
9. WARRANTIES
9.1. THE LICENSED PRODUCTS ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS BASIS” AND TOMTOM
EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.
FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED PRODUCTS HAVE NOT BEEN
DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT TOMTOM DOES NOT WARRANT THAT
THEY WILL OPERATE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE THAT YOU MAY BE RECEIVING
A SAMPLE VERSION OF THE LICENSED PRODUCTS THAT IS PRELIMINARY IN BOTH FORMAT AND CONTENT,
AND THAT SUCH LICENSED PRODUCTS MAY NOT BE USED AS A BASIS FOR A FINAL OR RELEASED PRODUCT,
AND THAT TOMTOM IS IN NO WAY OBLIGATED TO PRODUCE A FINAL OR RELEASED PRODUCT BASED ON
SUCH SAMPLE.
9.2. YOU WARRANT, REPRESENT AND UNDERTAKE TO TOMTOM THE FOLLOWING:
9.2.1.THAT ALL INFORMATION YOU SUBMITTED VIA THE ONLINE REGISTRATION FORM IS TRUTHFUL,
COMPLETE AND ACCURATE AND THAT IT WILL BE UPDATED BY YOU, IF NEED BE; AND
9.2.2.THAT IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY,
THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE
AGREEMENT. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCEPT THE
AGREEMENT OR USE THE LICENSED PRODUCTS ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY.
10. LIMITATION OF LIABILITY
10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TOMTOM NOR ITS LICENSORS,
SUPPLIERS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE TO YOU FOR ANY DAMAGES, WHETHER
DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL PUNITIVE OR OTHERWISE ARISING OUT OF OR
RELATED TO:
10.1.1. YOUR USE OF, OR INABILITY TO USE OR ACCESS, THE LICENSED PRODUCTS; AND
10.1.2. YOUR RELIANCE ON ANY CONTENT DELIVERED BY THE LICENSED PRODUCTS (INCLUDING YOUR
RELIANCE ON THE COMPLETENESS OR ACCURACY OF THE SAME).
10.2. THE FOREGOING UNDER CLAUSE 10.1 APPLIES AND UNDER ANY THEORY OF LIABILITY (INCLUDING
CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES) AND SHALL APPLY EVEN IF TOMTOM HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3. TO THE EXTENT TOMTOM IS NOT PERMITTED UNDER APPLICABLE LAW TO EXCLUDE ITS LIABILITY PURSUANT
TO CLAUSES 10.1 AND 10.2 ABOVE, TOMTOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO
THE AMOUNT OF USD 100.00.
10.4. THE ABOVE LIMITATIONS AND EXCLUSIONS OF LIABILITY UNDER THIS CLAUSE 10 DO NOT EXCLUDE OR
LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11. INDEMNITY
You agree to defend, indemnify and hold TomTom and its respective directors, officers, employees, affiliates,
agents and suppliers harmless from and against any and all claims, actions, suits or proceedings, as well as
any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out
of or accruing from any non-compliance by you with this Agreement.
12. TERM AND TERMINATION
12.1. This Agreement begins on the date when TomTom accepts your Online Registration Form and shall continue
until the expiry of your Trial Plan (the “Term”).
12.2. TomTom may terminate this Agreement in the event:
12.3. You breach any of the terms and conditions of this Agreement;
12.4. You have not signed into your account or made use of the Licensed Products using you access
credentials for a continuous period of ninety (90) days.
12.5. Upon termination or expiry of this Agreement, all access rights you have to access and receive the Licensed
Products will be terminated and you will no longer be able to access the Licensed Products.
12.6. The provisions of this Agreement, which by their nature are intended to survive termination, will remain in
effect after termination of this Agreement.
13. AMENDMENTS TO THE TERMS OF THIS AGREEMENT
TomTom may at any time modify the terms of this Agreement. Any such modified terms shall be posted at
https://move.tomtom.com. You will not be notified individually of any such changes. It is your responsibility
to monitor and review any such changes. In the event you do not agree with any such modified terms, you
must immediately cease all use of the Licensed Products.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. If you are incorporated in the United States, then this Agreement and any dispute arising under or in
connection with it, including any non-contractual claims and disputes, shall be governed by and construed in
accordance with the laws of the State of New York. The applicability of the United Nations Convention on
Contracts for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit
to the exclusive jurisdiction of the courts of the State of New York in New York, New York in respect of any
dispute arising under or in connection with this Agreement, including any non-contractual claims or disputes. 
14.2. If you are incorporated in the European Union then this Agreement and any dispute arising under or in
connection with it, including any non-contractual claims and disputes, shall be governed by and construed in
accordance with the laws of the Netherlands. The applicability of the United Nations Convention on Contracts
for the International Sale of Goods is explicitly excluded. You and TomTom hereby irrevocably submit to the
exclusive jurisdiction of the courts of Amsterdam, the Netherlands in respect of any dispute arising under or
in connection with this Agreement, including any non-contractual claims or disputes.
14.3. If you are incorporated outside of the United States or European Union, then this Agreement and any dispute
arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by
and construed in accordance with the laws of the Netherlands. All disputes arising in connection with the
Agreement, including any non-contractual claims or disputes, shall be settled in accordance with the Arbitration
Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of three (3) arbitrators.
The place or arbitration shall be Amsterdam and the language of the arbitration shall be English. Consolidation
of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code
of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.
14.4. Notwithstanding this, TomTom shall still be allowed to apply for injunctive remedies (or an equivalent type of
urgent legal relief) in any jurisdiction.
15. OTHER LEGAL TERMS
15.1. No failure or delay by TomTom to exercise any right or remedy provided under this Agreement or by law shall
constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise
of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or
restrict the further exercise of that or any other right or remedy.
15.2. Should for any reason, or to any extent, any provision of this Agreement be held invalid or unenforceable,
such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of
this Agreement and the application of that provision shall be enforced to the extent permitted by law.
15.3. The rights granted to you in this Agreement may not be assigned or transferred by you without TomTom’s
prior written approval. TomTom shall be entitled to assign or transfer this Agreement (whether in whole or in
part) without your prior consent.
15.4. This Agreement and the Online Registration Form constitutes the entire agreement and understanding between
the parties with respect to the subject matter of this Agreement and supersedes and extinguishes any prior
drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express
or implied between the parties relating to such subject matter. This Agreement may only be amended in a
written document signed and executed by the parties.