TagLib:

Information:

TagLib is a library for reading and editing the meta-data of several popular audio formats. Currently it supports both ID3v1 and ID3v2 for MP3 files, Ogg Vorbis comments and ID3 tags and Vorbis comments in FLAC, MPC, Speex, WavPack TrueAudio, WAV, AIFF, MP4 and ASF files. TagLib is distributed under the GNU Lesser General Public License (LGPL) and Mozilla Public License (MPL).

License:   GNU LESSER GENERAL PUBLIC LICENSE

Version 3, 29 June 2007

Copyright © 2007 Free Software Foundation, Inc. <http://fsf.org/>

Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.

This version of the GNU Lesser General Public License incorporates the terms and conditions of version 3 of the GNU General Public License, supplemented by the additional permissions listed below.

0. Additional Definitions.

As used herein, “this License” refers to version 3 of the GNU Lesser General Public License, and the “GNU GPL” refers to version 3 of the GNU General Public License.

“The Library” refers to a covered work governed by this License, other than an Application or a Combined Work as defined below.

An “Application” is any work that makes use of an interface provided by the Library, but which is not otherwise based on the Library. Defining a subclass of a class defined by the Library is deemed a mode of using an interface provided by the Library.

A “Combined Work” is a work produced by combining or linking an Application with the Library. The particular version of the Library with which the Combined Work was made is also called the “Linked Version”.

The “Minimal Corresponding Source” for a Combined Work means the Corresponding Source for the Combined Work, excluding any source code for portions of the Combined Work that, considered in isolation, are based on the Application, and not on the Linked Version.

The “Corresponding Application Code” for a Combined Work means the object code and/or source code for the Application, including any data and utility programs needed for reproducing the Combined Work from the Application, but excluding the System Libraries of the Combined Work.

1. Exception to Section 3 of the GNU GPL.

You may convey a covered work under sections 3 and 4 of this License without being bound by section 3 of the GNU GPL.

2. Conveying Modified Versions.

If you modify a copy of the Library, and, in your modifications, a facility refers to a function or data to be supplied by an Application that uses the facility (other than as an argument passed when the facility is invoked), then you may convey a copy of the modified version:

• a) under this License, provided that you make a good faith effort to ensure that, in the event an Application does not supply the function or data, the facility still operates, and performs whatever part of its purpose remains meaningful, or
• b) under the GNU GPL, with none of the additional permissions of this License applicable to that copy.

3. Object Code Incorporating Material from Library Header Files.

The object code form of an Application may incorporate material from a header file that is part of the Library. You may convey such object code under terms of your choice, provided that, if the incorporated material is not limited to numerical parameters, data structure layouts and assessors, or small macros, inline functions and templates (ten or fewer lines in length), you do both of the following:

• a) Give prominent notice with each copy of the object code that the Library is used in it and that the Library and its use are covered by this License.
• b) Accompany the object code with a copy of the GNU GPL and this license document.

4. Combined Works.

You may convey a Combined Work under terms of your choice that, taken together, effectively do not restrict modification of the portions of the Library contained in the Combined Work and reverse engineering for debugging such modifications, if you also do each of the following:

• a) Give prominent notice with each copy of the Combined Work that the Library is used in it and that the Library and its use are covered by this License.
• b) Accompany the Combined Work with a copy of the GNU GPL and this license document.
• c) For a Combined Work that displays copyright notices during execution, include the copyright notice for the Library among these notices, as well as a reference directing the user to the copies of the GNU GPL and this license document.
• d) Do one of the following:
• 0) Convey the Minimal Corresponding Source under the terms of this License, and the Corresponding Application Code in a form suitable for, and under terms that permit, the user to recombine or relink the Application with a modified version of the Linked Version to produce a modified Combined Work, in the manner specified by section 6 of the GNU GPL for conveying Corresponding Source.
• 1) Use a suitable shared library mechanism for linking with the Library. A suitable mechanism is one that (a) uses at run time a copy of the Library already present on the user's computer system, and (b) will operate properly with a modified version of the Library that is interface-compatible with the Linked Version.
• e) Provide Installation Information, but only if you would otherwise be required to provide such information under section 6 of the GNU GPL, and only to the extent that such information is necessary to install and execute a modified version of the Combined Work produced by recombining or relinking the Application with a modified version of the Linked Version. (If you use option 4d0, the Installation Information must accompany the Minimal Corresponding Source and Corresponding Application Code. If you use option 4d1, you must provide the Installation Information in the manner specified by section 6 of the GNU GPL for conveying Corresponding Source.)

5. Combined Libraries.

You may place library facilities that are a work based on the Library side by side in a single library together with other library facilities that are not Applications and are not covered by this License, and convey such a combined library under terms of your choice, if you do both of the following:

• a) Accompany the combined library with a copy of the same work based on the Library, uncombined with any other library facilities, conveyed under the terms of this License.
• b) Give prominent notice with the combined library that part of it is a work based on the Library, and explaining where to find the accompanying uncombined form of the same work.

6. Revised Versions of the GNU Lesser General Public License.

The Free Software Foundation may publish revised and/or new versions of the GNU Lesser General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.

Each version is given a distinguishing version number. If the Library as you received it specifies that a certain numbered version of the GNU Lesser General Public License “or any later version “applies to it, you have the option of following the terms and conditions either of that published version or of any later version published by the Free Software Foundation. If the Library as you received it does not specify a version number of the GNU Lesser General Public License, you may choose any version of the GNU Lesser General Public License ever published by the Free Software Foundation.

If the Library as you received it specifies that a proxy can decide whether future versions of the GNU Lesser General Public License shall apply, that proxy's public statement of acceptance of any version is permanent authorization for you to choose that version for the Library.

License:   Mozilla Public License Version 1.1

1. Definitions.

1.0.1. "Commercial Use"

Means distribution or otherwise making the Covered Code available to a third party.

1.1. "Contributor"

Means each entity that creates or contributes to the creation of Modifications.

1.2. "Contributor Version"

Means the combination of the Original Code, prior Modifications used by a Contributor, and the Modifications made by that particular Contributor.

1.3. "Covered Code"

Means the Original Code or Modifications or the combination of the Original Code and Modifications, in each case including portions thereof.

1.4. "Electronic Distribution Mechanism"

Means a mechanism generally accepted in the software development community for the electronic transfer of data.

1.5. "Executable"

means Covered Code in any form other than Source Code.

1.6. "Initial Developer"

means the individual or entity identified as the Initial Developer in the Source Code notice required by Exhibit A.

1.7. "Larger Work"

means a work which combines Covered Code or portions thereof with code not governed by the terms of this License.

1.8. "License"

means this document.

1.8.1. "Licensable"

means having the right to grant, to the maximum extent possible, whether at the time of the initial grant or subsequently acquired, any and all of the rights conveyed herein.

1.9. "Modifications"

means any addition to or deletion from the substance or structure of either the Original Code or any previous Modifications. When Covered Code is released as a series of files, a Modification is:

a.     Any addition to or deletion from the contents of a file containing Original Code or previous Modifications.

b.    Any new file that contains any part of the Original Code or previous Modifications.

1.10. "Original Code"

means Source Code of computer software code which is described in the Source Code notice required by Exhibit A as Original Code, and which, at the time of its release under this License is not already Covered Code governed by this License.

1.10.1. "Patent Claims"

means any patent claim(s), now owned or hereafter acquired, including without limitation, method, process, and apparatus claims, in any patent Licensable by grantor.

1.11. "Source Code"

means the preferred form of the Covered Code for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an Executable, or source code differential comparisons against either the Original Code or another well known, available Covered Code of the Contributor's choice. The Source Code can be in a compressed or archival form, provided the appropriate decompression or de-archiving software is widely available for no charge.

1.12. "You" (or "Your")

means an individual or a legal entity exercising rights under, and complying with all of the terms of, this License or a future version of this License issued under Section 6.1. For legal entities, "You" includes any entity which controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of more than fifty percent (50%) of the outstanding shares or beneficial ownership of such entity.

2. Source Code License.

2.1. The Initial Developer Grant.

The Initial Developer hereby grants You a world-wide, royalty-free, non-exclusive license, subject to third party intellectual property claims:

a.     under intellectual property rights (other than patent or trademark) Licensable by Initial Developer to use, reproduce, modify, display, perform, sublicense and distribute the Original Code (or portions thereof) with or without Modifications, and/or as part of a Larger Work; and

b.    under Patents Claims infringed by the making, using or selling of Original Code, to make, have made, use, practice, sell, and offer for sale, and/or otherwise dispose of the Original Code (or portions thereof).

c.     the licenses granted in this Section 2.1 (a) and ( b) are effective on the date Initial Developer first distributes Original Code under the terms of this License.

d.    Notwithstanding Section 2.1 (b) above, no patent license is granted: 1) for code that You delete from the Original Code; 2) separate from the Original Code; or 3) for infringements caused by: i) the modification of the Original Code or ii) the combination of the Original Code with other software or devices.

2.2. Contributor Grant.

Subject to third party intellectual property claims, each Contributor hereby grants You a world-wide, royalty-free, non-exclusive license

a.     under intellectual property rights (other than patent or trademark) Licensable by Contributor, to use, reproduce, modify, display, perform, sublicense and distribute the Modifications created by such Contributor (or portions thereof) either on an unmodified basis, with other Modifications, as Covered Code and/or as part of a Larger Work; and

b.    under Patent Claims infringed by the making, using, or selling of Modifications made by that Contributor either alone and/or in combination with its Contributor Version (or portions of such combination), to make, use, sell, offer for sale, have made, and/or otherwise dispose of: 1) Modifications made by that Contributor (or portions thereof); and 2) the combination of Modifications made by that Contributor with its Contributor Version (or portions of such combination).

c.     the licenses granted in Sections 2.2 (a) and 2.2 ( b) are effective on the date Contributor first makes Commercial Use of the Covered Code.

d.    Notwithstanding Section 2.2 (b) above, no patent license is granted: 1) for any code that Contributor has deleted from the Contributor Version; 2) separate from the Contributor Version; 3) for infringements caused by: i) third party modifications of Contributor Version or ii) the combination of Modifications made by that Contributor with other software (except as part of the Contributor Version) or other devices; or 4) under Patent Claims infringed by Covered Code in the absence of Modifications made by that Contributor.

3. Distribution Obligations.

3.1. Application of License.

The Modifications which You create or to which You contribute are governed by the terms of this License, including without limitation Section 2.2. The Source Code version of Covered Code may be distributed only under the terms of this License or a future version of this License released under Section 6.1, and You must include a copy of this License with every copy of the Source Code You distribute. You may not offer or impose any terms on any Source Code version that alters or restricts the applicable version of this License or the recipients' rights hereunder. However, You may include an additional document offering the additional rights described in Section 3.5.

3.2. Availability of Source Code.

Any Modification which You create or to which You contribute must be made available in Source Code form under the terms of this License either on the same media as an Executable version or via an accepted Electronic Distribution Mechanism to anyone to whom you made an Executable version available; and if made available via Electronic Distribution Mechanism, must remain available for at least twelve (12) months after the date it initially became available, or at least six (6) months after a subsequent version of that particular Modification has been made available to such recipients. You are responsible for ensuring that the Source Code version remains available even if the Electronic Distribution Mechanism is maintained by a third party.

3.3. Description of Modifications.

You must cause all Covered Code to which You contribute to contain a file documenting the changes You made to create that Covered Code and the date of any change. You must include a prominent statement that the Modification is derived, directly or indirectly, from Original Code provided by the Initial Developer and including the name of the Initial Developer in (a) the Source Code, and (b) in any notice in an Executable version or related documentation in which You describe the origin or ownership of the Covered Code.

3.4. Intellectual Property Matters

(a) Third Party Claims

If Contributor has knowledge that a license under a third party's intellectual property rights is required to exercise the rights granted by such Contributor under Sections 2.1 or 2.2, Contributor must include a text file with the Source Code distribution titled "LEGAL" which describes the claim and the party making the claim in sufficient detail that a recipient will know whom to contact. If Contributor obtains such knowledge after the Modification is made available as described in Section 3.2, Contributor shall promptly modify the LEGAL file in all copies Contributor makes available thereafter and shall take other steps (such as notifying appropriate mailing lists or newsgroups) reasonably calculated to inform those who received the Covered Code that new knowledge has been obtained.

(b) Contributor APIs

If Contributor's Modifications include an application programming interface and Contributor has knowledge of patent licenses which are reasonably necessary to implement that API, Contributor must also include this information in the legal file.

(c) Representations.

Contributor represents that, except as disclosed pursuant to Section 3.4 (a) above, Contributor believes that Contributor's Modifications are Contributor's original creation(s) and/or Contributor has sufficient rights to grant the rights conveyed by this License.

3.5. Required Notices.

You must duplicate the notice in Exhibit A in each file of the Source Code. If it is not possible to put such notice in a particular Source Code file due to its structure, then You must include such notice in a location (such as a relevant directory) where a user would be likely to look for such a notice. If You created one or more Modification(s) You may add your name as a Contributor to the notice described in Exhibit A. You must also duplicate this License in any documentation for the Source Code where You describe recipients' rights or ownership rights relating to Covered Code. You may choose to offer, and to charge a fee for, warranty, support, indemnity or liability obligations to one or more recipients of Covered Code. However, You may do so only on Your own behalf, and not on behalf of the Initial Developer or any Contributor. You must make it absolutely clear than any such warranty, support, indemnity or liability obligation is offered by You alone, and You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of warranty, support, indemnity or liability terms You offer.

3.6. Distribution of Executable Versions.

You may distribute Covered Code in Executable form only if the requirements of Sections 3.1,3.2, 3.3, 3.4 and 3.5 have been met for that Covered Code, and if You include a notice stating that the Source Code version of the Covered Code is available under the terms of this License, including a description of how and where You have fulfilled the obligations of Section 3.2. The notice must be conspicuously included in any notice in an Executable version, related documentation or collateral in which You describe recipients' rights relating to the Covered Code. You may distribute the Executable version of Covered Code or ownership rights under a license of Your choice, which may contain terms different from this License, provided that You are in compliance with the terms of this License and that the license for the Executable version does not attempt to limit or alter the recipient's rights in the Source Code version from the rights set forth in this License. If You distribute the Executable version under a different license You must make it absolutely clear that any terms which differ from this License are offered by You alone, not by the Initial Developer or any Contributor. You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of any such terms You offer.

3.7. Larger Works.

You may create a Larger Work by combining Covered Code with other code not governed by the terms of this License and distribute the Larger Work as a single product. In such a case, You must make sure the requirements of this License are fulfilled for the Covered Code.

4. Inability to Comply Due to Statute or Regulation.

If it is impossible for you to comply with any of the terms of this License with respect to some or all of the Covered Code due to statute, judicial order, or regulation then You must: (a) comply with the terms of this License to the maximum extent possible; and (b) describe the limitations and the code they affect. Such description must be included in the legal file described in Section 3.4 and must be included with all distributions of the Source Code. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill to be able to understand it.

5. Application of this License.

This License applies to code to which the Initial Developer has attached the notice in Exhibit A and to related Covered Code.

6. Versions of the License.

6.1. New Versions

Netscape Communications Corporation ("Netscape") may publish revised and/or new versions of the License from time to time. Each version will be given a distinguishing version number.

6.2. Effect of New Versions

Once Covered Code has been published under a particular version of the License, You may always continue to use it under the terms of that version. You may also choose to use such Covered Code under the terms of any subsequent version of the License published by Netscape. No one other than Netscape has the right to modify the terms applicable to Covered Code created under this License.

6.3. Derivative Works

If You create or use a modified version of this License (which you may only do in order to apply it to code which is not already Covered Code governed by this License), You must (a) rename Your license so that the phrases "Mozilla", "MOZILLAPL", "MOZPL", "Netscape", "MPL", "NPL" or any confusingly similar phrase do not appear in your license (except to note that your license differs from this License) and (b) otherwise make it clear that Your version of the license contains terms which differ from the Mozilla Public License and Netscape Public License. (Filling in the name of the Initial Developer, Original Code or Contributor in the notice described in Exhibit A shall not of themselves be deemed to be modifications of this License.)

7. Disclaimer of warranty

Covered code is provided under this license on an "as is" basis, without warranty of any kind, either expressed or implied, including, without limitation, warranties that the covered code is free of defects, merchantable, fit for a particular purpose or non-infringing. The entire risk as to the quality and performance of the covered code is with you. Should any covered code prove defective in any respect, you (not the initial developer or any other contributor) assume the cost of any necessary servicing, repair or correction. This disclaimer of warranty constitutes an essential part of this license. No use of any covered code is authorized hereunder except under this disclaimer.

8. Termination

8.1. This License and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. All sublicenses to the Covered Code which are properly granted shall survive any termination of this License. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive.

8.2. If You initiate litigation by asserting a patent infringement claim (excluding declatory judgment actions) against Initial Developer or a Contributor (the Initial Developer or Contributor against whom You file such action is referred to as "Participant") alleging that:

a.     such Participant's Contributor Version directly or indirectly infringes any patent, then any and all rights granted by such Participant to You under Sections 2.1 and/or 2.2 of this License shall, upon 60 days notice from Participant terminate prospectively, unless if within 60 days after receipt of notice You either: (i) agree in writing to pay Participant a mutually agreeable reasonable royalty for Your past and future use of Modifications made by such Participant, or (ii) withdraw Your litigation claim with respect to the Contributor Version against such Participant. If within 60 days of notice, a reasonable royalty and payment arrangement are not mutually agreed upon in writing by the parties or the litigation claim is not withdrawn, the rights granted by Participant to You under Sections 2.1 and/or 2.2 automatically terminate at the expiration of the 60 day notice period specified above.

b.    any software, hardware, or device, other than such Participant's Contributor Version, directly or indirectly infringes any patent, then any rights granted to You by such Participant under Sections 2.1(b) and 2.2( b) are revoked effective as of the date You first made, used, sold, distributed, or had made, Modifications made by that Participant.

8.3. If You assert a patent infringement claim against Participant alleging that such Participant's Contributor Version directly or indirectly infringes any patent where such claim is resolved (such as by license or settlement) prior to the initiation of patent infringement litigation, then the reasonable value of the licenses granted by such Participant under Sections 2.1 or 2.2 shall be taken into account in determining the amount or value of any payment or license.

8.4. In the event of termination under Sections 8.1 or 8.2 above, all end user license agreements (excluding distributors and resellers) which have been validly granted by You or any distributor hereunder prior to termination shall survive termination.

9. Limitation of liability

Under no circumstances and under no legal theory, whether tort (including negligence), contract, or otherwise, shall you, the initial developer, any other contributor, or any distributor of covered code, or any supplier of any of such parties, be liable to any person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if such party shall have been informed of the possibility of such damages. This limitation of liability shall not apply to liability for death or personal injury resulting from such party's negligence to the extent applicable law prohibits such limitation. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not apply to you.

10. U.S. government end users

The Covered Code is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Covered Code with only those rights set forth herein.

11. Miscellaneous

This License represents the complete agreement concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by California law provisions (except to the extent applicable law, if any, provides otherwise), excluding its conflict-of-law provisions. With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in the United States of America, any litigation relating to this License shall be subject to the jurisdiction of the Federal Courts of the Northern District of California, with venue lying in Santa Clara County, California, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys' fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.

12. Responsibility for claims

As between Initial Developer and the Contributors, each party is responsible for claims and damages arising, directly or indirectly, out of its utilization of rights under this License and You agree to work with Initial Developer and Contributors to distribute such responsibility on an equitable basis. Nothing herein is intended or shall be deemed to constitute any admission of liability.

13. Multiple-licensed code

Initial Developer may designate portions of the Covered Code as "Multiple-Licensed". "Multiple-Licensed" means that the Initial Developer permits you to utilize portions of the Covered Code under Your choice of the MPL or the alternative licenses, if any, specified by the Initial Developer in the file described in Exhibit A.

Exhibit A - Mozilla Public License.

"The contents of this file are subject to the Mozilla Public License

Version 1.1 (the "License"); you may not use this file except in

compliance with the License. You may obtain a copy of the License at

http://www.mozilla.org/MPL/

Software distributed under the License is distributed on an "AS IS"

basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the

License for the specific language governing rights and limitations

under the License.

The Original Code is ______________________________________.

The Initial Developer of the Original Code is ________________________.

Portions created by ______________________ are Copyright (C) ______

_______________________. All Rights Reserved.

Contributor(s): ______________________________________.

Alternatively, the contents of this file may be used under the terms

of the _____ license (the  "[___] License"), in which case the

provisions of [______] License are applicable instead of those

above. If you wish to allow use of your version of this file only

under the terms of the [____] License and not to allow others to use

your version of this file under the MPL, indicate your decision by

deleting the provisions above and replace them with the notice and

other provisions required by the [___] License. If you do not delete

the provisions above, a recipient may use your version of this file

under either the MPL or the [___] License."

NOTE: The text of this Exhibit A may differ slightly from the text of the notices in the Source Code files of the Original Code. You should use the text of this Exhibit A rather than the text found in the Original Code Source Code for Your Modifications.

xBrainLab.Security.Cryptography

License: Common Development and Distribution License (CDDL)

Definitions.

1.1. Contributor means each individual or entity that creates or contributes to the creation of Modifications.

1.2. Contributor Version means the combination of the Original Software, prior Modifications used by a Contributor (if any), and the Modifications made by that particular Contributor.

1.3. Covered Software means (a) the Original Software, or (b) Modifications, or (c) the combination of files containing Original Software with files containing Modifications, in each case including portions thereof.

1.4. Executable means the Covered Software in any form other than Source Code.

1.5. Initial Developer means the individual or entity that first makes Original Software available under this License.

1.6. Larger Work means a work which combines Covered Software or portions thereof with code not governed by the terms of this License.

1.7. License means this document.

1.8. Licensable means having the right to grant, to the maximum extent possible, whether at the time of the initial grant or subsequently acquired, any and all of the rights conveyed herein.

1.9. Modifications means the Source Code and Executable form of any of the following:

A. Any file that results from an addition to, deletion from or modification of the contents of a file containing Original Software or previous Modifications;

B. Any new file that contains any part of the Original Software or previous Modification; or

C. Any new file that is contributed or otherwise made available under the terms of this License.

1.10. Original Software means the Source Code and Executable form of computer software code that is originally released under this License.

1.11. Patent Claims means any patent claim(s), now owned or hereafter acquired, including without limitation, method, process, and apparatus claims, in any patent Licensable by grantor.

1.12. Source Code means (a) the common form of computer software code in which modifications are made and (b) associated documentation included in or with such code.

1.13. You (or Your) means an individual or a legal entity exercising rights under, and complying with all of the terms of, this License. For legal entities, You includes any entity which controls, is controlled by, or is under common control with You. For purposes of this definition, control means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of more than fifty percent (50%) of the outstanding shares or beneficial ownership of such entity.

2. License Grants.

2.1. The Initial Developer Grant.

Conditioned upon Your compliance with Section 3.1 below and subject to third party intellectual property claims, the Initial Developer hereby grants You a world-wide, royalty-free, non-exclusive license:

(a) under intellectual property rights (other than patent or trademark) Licensable by Initial Developer, to use, reproduce, modify, display, perform, sublicense and distribute the Original Software (or portions thereof), with or without Modifications, and/or as part of a Larger Work; and

(b) under Patent Claims infringed by the making, using or selling of Original Software, to make, have made, use, practice, sell, and offer for sale, and/or otherwise dispose of the Original Software (or portions thereof).

(c) The licenses granted in Sections 2.1(a) and (b) are effective on the date Initial Developer first distributes or otherwise makes the Original Software available to a third party under the terms of this License.

(d) Notwithstanding Section 2.1(b) above, no patent license is granted: (1) for code that You delete from the Original Software, or (2) for infringements caused by: (i) the modification of the Original Software, or (ii) the combination of the Original Software with other software or devices.

2.2. Contributor Grant.

Conditioned upon Your compliance with Section 3.1 below and subject to third party intellectual property claims, each Contributor hereby grants You a world-wide, royalty-free, non-exclusive license:

(a) under intellectual property rights (other than patent or trademark) Licensable by Contributor to use, reproduce, modify, display, perform, sublicense and distribute the Modifications created by such Contributor (or portions thereof), either on an unmodified basis, with other Modifications, as Covered Software and/or as part of a Larger Work; and

(b) under Patent Claims infringed by the making, using, or selling of Modifications made by that Contributor either alone and/or in combination with its Contributor Version (or portions of such combination), to make, use, sell, offer for sale, have made, and/or otherwise dispose of: (1) Modifications made by that Contributor (or portions thereof); and (2) the combination of Modifications made by that Contributor with its Contributor Version (or portions of such combination).

(c) The licenses granted in Sections 2.2(a) and 2.2(b) are effective on the date Contributor first distributes or otherwise makes the Modifications available to a third party.

(d) Notwithstanding Section 2.2(b) above, no patent license is granted: (1) for any code that Contributor has deleted from the Contributor Version; (2) for infringements caused by: (i) third party modifications of Contributor Version, or (ii) the combination of Modifications made by that Contributor with other software (except as part of the Contributor Version) or other devices; or (3) under Patent Claims infringed by Covered Software in the absence of Modifications made by that Contributor.

3. Distribution Obligations.

3.1. Availability of Source Code.

Any Covered Software that You distribute or otherwise make available in Executable form must also be made available in Source Code form and that Source Code form must be distributed only under the terms of this License. You must include a copy of this License with every copy of the Source Code form of the Covered Software You distribute or otherwise make available. Yo must inform recipients of any such Covered Software in Executable form as to how they can obtain such Covered Software in Source Code form in a reasonable manner on or through a medium customarily used for software exchange.

3.2. Modifications.

The Modifications that You create or to which You contribute are governed by the terms of this License. You represent that You believe Your Modifications are Your original creation(s) and/or You have sufficient rights to grant the rights conveyed by this License.

3.3. Required Notices.

You must include a notice in each of Your Modifications that identifies You as the Contributor of the Modification. You may not remove or alter any copyright, patent or trademark notices contained within the Covered Software, or any notices of licensing or any descriptive text giving attribution to any Contributor or the Initial Developer.

3.4. Application of Additional Terms.

You may not offer or impose any terms on any Covered Software in Source Code form that alters or restricts the applicable version of this License or the recipients rights hereunder. You may choose to offer, and to charge a fee for, warranty, support, indemnity or liability obligations to one or more recipients of Covered Software. However, you may do so only on Your own behalf, and not on behalf of the Initial Developer or any Contributor. You must make it absolutely clear that any such warranty, support, indemnity or liability obligation is offered by You alone, and You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of warranty, support, indemnity or liability terms You offer.

3.5. Distribution of Executable Versions.

You may distribute the Executable form of the Covered Software under the terms of this License or under the terms of a license of Your choice, which may contain terms different from this License, provided that You are in compliance with the terms of this License and that the license for the Executable form does not attempt to limit or alter the recipients rights in the Source Code form from the rights set forth in this License. If You distribute the Covered Software in Executable form under a different license, You must make it absolutely clear that any terms which differ from this License are offered by You alone, not by the Initial Developer or Contributor. You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of any such terms You offer.

3.6. Larger Works.

You may create a Larger Work by combining Covered Software with other code not governed by the terms of this License and distribute the Larger Work as a single product. In such a case, You must make sure the requirements of this License are fulfilled for the Covered Software.

4. Versions of the License.

4.1. New Versions.

Sun Microsystems, Inc. is the initial license steward and may publish revised and/or new versions of this License from time to time. Each version will be given a distinguishing version number. Except as provided in Section 4.3, no one other than the license steward has the right to modify this License.

4.2. Effect of New Versions.

You may always continue to use, distribute or otherwise make the Covered Software available under the terms of the version of the License under which You originally received the Covered Software. If the Initial Developer includes a notice in the Original Software prohibiting it from being distributed or otherwise made available under any subsequent version of the License, You must distribute and make the Covered Software available under the terms of the version of the License under which You originally received the Covered Software. Otherwise, You may also choose to use, distribute or otherwise make the Covered Software available under the terms of any subsequent version of the License published by the license steward.

4.3. Modified Versions.

When You are an Initial Developer and You want to create a new license for Your Original Software, You may create and use a modified version of this License if You: (a) rename the license and remove any references to the name of the license steward (except to note that the license differs from this License); and (b) otherwise make it clear that the license contains terms which differ from this License.

5. DISCLAIMER OF WARRANTY.

COVERED SOFTWARE IS PROVIDED UNDER THIS LICENSE ON AN AS IS BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED SOFTWARE IS WITH YOU. SHOULD ANY COVERED SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

6. TERMINATION.

6.1. This License and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive.

6.2. If You assert a patent infringement claim (excluding declaratory judgment actions) against Initial Developer or a Contributor (the Initial Developer or Contributor against whom You assert such claim is referred to as Participant) alleging that the Participant Software (meaning the Contributor Version where the Participant is a Contributor or the Original Software where the Participant is the Initial Developer) directly or indirectly infringes any patent, then any and all rights granted directly or indirectly to You by such Participant, the Initial Developer (if the Initial Developer is not the Participant) and all Contributors under Sections 2.1 and/or 2.2 of this License shall, upon 60 days notice from Participant terminate prospectively and automatically at the expiration of such 60 day notice period, unless if within such 60 day period You withdraw Your claim with respect to the Participant Software against such Participant either unilaterally or pursuant to a written agreement with Participant.

6.3. In the event of termination under Sections 6.1 or 6.2 above, all end user licenses that have been validly granted by You or any distributor hereunder prior to termination (excluding licenses granted to You by any distributor) shall survive termination.

7. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED SOFTWARE, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTYS NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

8. U.S. GOVERNMENT END USERS.

The Covered Software is a commercial item, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of commercial computer software (as that term is defined at 48 C.F.R. 252.227-7014(a)(1)) and commercial computer software documentation as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Covered Software with only those rights set forth herein. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFAR, or other clause or provision that addresses Government rights in computer software under this License.

9. MISCELLANEOUS.

This License represents the complete agreement concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by the law of the jurisdiction specified in a notice contained within the Original Software (except to the extent applicable law, if any, provides otherwise), excluding such jurisdictions conflict-of-law provisions. Any litigation relating to this License shall be subject to the jurisdiction of the courts located in the jurisdiction and venue specified in a notice contained within the Original Software, with the losing party responsible for costs, including, without limitation, court costs and reasonable attorneys fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License. You agree that You alone are responsible for compliance with the United States export administration regulations (and the export control laws and regulation of any other countries) when You use, distribute or otherwise make available any Covered Software.

10. RESPONSIBILITY FOR CLAIMS.

As between Initial Developer and the Contributors, each party is responsible for claims and damages arising, directly or indirectly, out of its utilization of rights under this License and You agree to work with Initial Developer and Contributors to distribute such responsibility on an equitable basis. Nothing herein is intended or shall be deemed to constitute any admission of liability.

Image Tools

License:  Microsoft Public License (Ms-PL)

This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.

1. Definitions

The terms "reproduce," "reproduction," "derivative works," and "distribution" have the same meaning here as under U.S. copyright law.

A "contribution" is the original software or any additions or changes to the software.

A "contributor" is any person that distributes its contribution under this license.

"Licensed patents" are a contributor's patent claims that read directly on its contribution.

2. Grant of Rights

(A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.

(B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.

3. Conditions and Limitations

(A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks.

(B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.

(C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.

(D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.

(E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Bing Maps Silverlight Control

License: Microsoft Public License (Ms-PL):

This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.

1. Definitions

The terms "reproduce," "reproduction," "derivative works," and "distribution" have the same meaning here as under U.S. copyright law.

A "contribution" is the original software, or any additions or changes to the software.

A "contributor" is any person that distributes its contribution under this license.

"Licensed patents" are a contributor's patent claims that read directly on its contribution.

2. Grant of Rights

(A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.

(B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.

3. Conditions and Limitations

(A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks.

(B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.

(C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.

(D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.

(E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

1.    What does this Contract cover? This is a contract between you and Microsoft Corporation (“Microsoft”).Sometimes you are referred to as “Company”, “you” or “your” and Microsoft is referred to as “we,” “us” or “our”. This Microsoft Bing Maps Platform APIs’ Terms of Use (the “TOU”) applies to the Microsoft Bing Maps Platform APIs (the “Services”) listed here.

2.    Definitions.

Wherever used in this TOU with the first letter capitalized, these terms have the following defined meanings:

“Access Credentials” means the unique credentials provided to Company by Microsoft for use with the Services.

“Affiliate” means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.

“Agreement” means the Bing Maps Agreement and/or Volume Licensing Agreement.

“Asset” means one of any of the following classes: vehicle, device or other mobile object.

“Bing Maps Agreement” means a separately executed Bing Maps agreement(s) that incorporates this TOU including the Microsoft Service Order under the Bing Maps Platform API’s Terms of Use, Microsoft Service Agreement for Bing Maps Platform APIs and Microsoft Service Order for Bing Maps Platform APIs and all predecessor or future agreements, including agreements formerly known as the Microsoft License Agreement for MapPoint Web Services, Microsoft Service Agreement for the Virtual Earth Map Control and the MapPoint Web Service, Microsoft MapPoint Web Service Agreement – Service Order, and Service Order for Microsoft Virtual Earth Map Control and the MapPoint Web Service.

“Bing Maps AJAX Control API” means the Bing Maps Java Script API that enables developers to create Web sites and mobile Company Applications with imagery and location functionality, as described in greater detail in the SDKs.

“Bing Maps iOS Control API” means the Objective-C control that enables developers to embed maps directly into native iOS Company Applications, as described in greater detail in the SDKs.

“Bing Maps Platform APIs” means collectively the following APIs: Bing Maps AJAX Control API, Bing Maps iOS Control API, Bing Maps REST Services API, Bing Maps Silverlight Control API, Bing Maps Silverlight Control for Windows Phone API, Bing Maps SOAP Services API, Bing Maps Windows Presentation Foundation Control API Beta, and Bing Spatial Data Services API, including any successors or future versions of such APIs, and any other Bing Maps Platform APIs that Microsoft may offer via the SDKs.

“Bing Maps REST Services API” means the services that enable the use of REST URLs to perform tasks such as creating a map with pushpins, geocoding an address, retrieving imagery metadata or calculating a route, all as part of Company Applications, as described in greater detail in the SDKs.

“Bing Maps Silverlight Control API” means the programmable control that enables developers to create an immersive mapping experience with Silverlight in Company Applications, as described in greater detail in the SDKs.

“Bing Maps Silverlight Control for Windows Phone API” means the programmable control that enables developers to create immersive mapping experiences with Silverlight in Company Applications on Windows Phone, as described in greater detail in the SDKs.

“Bing Maps SOAP Services API” means the programmable SOAP services that enable developers to integrate maps and imagery, driving directions, distance calculations and other location intelligence into Company Applications, as described in greater detail in the SDKs.

“Bing Maps TOU” is the Bing Maps End User Terms of Use located here or such other locations as Microsoft may specify from time to time, that apply to end users of your Company Application.

“Bing Maps Windows Presentation Foundation Control API Beta” means the programmable control that enables developers to integrate Bing Maps into Company Applications that use Windows Presentation Foundation, as described in greater detail in the SDKs.

“Bing Spatial Data Services API” means the services that enable the use of REST URLs to geocode and reverse-geocode large sets of spatial data and to create and query data sources in Company Applications, as described in greater detail in the SDKs.

“Company Application” means the Company’s software application(s) for online services that use the Services as may be further defined in your Agreement.

“Content” means the maps, images and other data and third party content that Company is authorized to access via the Services.

“Education or Non-Profit Organization Use” means using the Services with a Company Application that displays results for education or non-profit use, where non-profit organization means a tax exempt organization and education means use by public or private K-12 schools, universities, community colleges or other collegiate level institutions such as vocational schools, trade schools or career colleges, including their faculty, staff, and students, provided that (i) your use is consistent with the terms of Section 5; and (ii) your Company Application is publically available without restriction (for example, login or password must not be required) or available internally for free instructional or non-commercial research use. Commercially funded research projects and commercial company use for educational purposes are excluded from Education or Non-Profit Organization Use.

“Evaluation for Commercial, Non-Commercial or Government Use” means using the Services for commercial, non-commercial, or government use under the TOU for a 90 day evaluation period without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 7; and (ii) you do not exceed 10,000 transactions of any type including sessions as defined in the SDKs, whether billable or non-billable, in any 30 day period. If these limits interfere with your ability to evaluate the Services please contact us at maplic@microsoft.com.

"Known User" is a user that is provisioned and/or authenticated by Company Application (but not necessarily Company web site or network), for example through the use of usernames, passwords, digital certificates, unique IDs, smart cards, or other identification technology.

"Known User Subscription License" means the license granted to a Known User pursuant to an Agreement.

“Limited Commercial, Non-Commercial or Government Use” means using the Services for commercial, non-commercial or government use (provided that such use is not considered Education or Non-Profit Organization Use as defined in this section) under the TOU without entering into an Agreement, provided that (i) your use is consistent with the terms of Section 6; (ii) your Company Application is publically available without restriction (for example, login or password must not be required and it must not be located behind a firewall); and (iii) you do not exceed either 125,000 transactions of type session or 500,000 transactions of any type, whichever comes first, both as defined in the SDKs, in any twelve month period.

“SDKs” means the software development kits applicable to the Services, located here, including all updated and replacement development kits.

“Services” means, the Bing Maps Platform APIs to be provided by Microsoft.

“Traffic Data” means road traffic data contained in the Services.

“Volume Licensing Agreement” means a separately executed Microsoft Volume Licensing Agreement (such as an Enterprise Agreement or Microsoft Business and Services Agreement) that includes licensing of the Services and incorporates this TOU.

3.    Use with a Bing Maps Agreement. If you have separately entered into a Bing Maps Agreement, the following terms also apply to your use of the Services. Please note that we do not provide warranties for the Services under this section. This TOU also limits our liability. These terms are in Sections 3.8 and 3.9 and we ask you to read them carefully.

3.1     License Rights. In exchange for the fees set forth in your Bing Maps Agreement and subject to your compliance with Sections 1, 2, and 3 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Your use shall be subject to any additional restrictions or rights included in your Bing Maps Agreement. In the event of any conflict between this TOU and your Bing Maps Agreement, the Bing Maps Agreement shall prevail. In using the Services and developing Company Applications you must:obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide.

3.2     General Restrictions. We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to:

(a) Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:

·         for which you do not have all necessary permissions from the copyright holder(s);

• which includes nudity or is obscene, indecent or pornographic;
• which is intended to exploit minors in any way;

·         which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or

·         which is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.

(b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.

(c) Exceed a total of 24 batch geocoding or file uploads with a maximum of 200,000 records each, using the Bing Spatial Data Services API, within any 24 hour period.

(d) Use geocodes other than in conjunction with a Bing map or your Company Application that integrates the Services.

(e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).

(f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here.

(g) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods, or use Traffic Data with Assets, unless such use is specifically allowed in your Bing Maps Agreement.

(h) Use Traffic Data other than on Internet based web pages (or WAP or substantially similar wireless protocol based pages). Nor may you use Traffic Data with messaging protocols such as email, SMS, MMS or other plain text or rich text messaging.

(i) License or use Traffic Data with: standalone traffic application providers; radio/television stations, newspaper services, government-sponsored traveler information services or any websites owned by the foregoing.

(j) Use Traffic Data other than in combination with the Services and not separately. You may not deconstruct or mix and match the Traffic Data with traffic data from another supplier or associate or add any traffic data to or in combination with the Traffic Data. You may not use Traffic Data for television or radio broadcast; in conjunction with weather related services; for animation; or for storing or provision of continuously updated traffic data or alerts to end users.

(k) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.

(l) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.

(m) Use the Services in any way that threatens the integrity, performance or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services; except that you may test the performance of the Services provided such testing is not at levels above Company’s peak performance levels during the prior three (3) months.

(n) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis, unless specifically allowed in your Bing Maps Agreement.

(o) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.

(p) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.

(q) Integrate road maps from the Services with road maps supplied by any third party.You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to Section 3.8.

(r) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to reveal latitude, longitude, altitude or other metadata.

(s) Save, download, print, distribute, transmit or manipulate the bird’s eye imagery, or offer others that ability, through your Company Application.

(t) Allow use of bird’s eye imagery of the United States, Canada, Mexico, New Zealand, Australia, and/or Japan by a government entity.

(u) Use Content from Ordnance Survey for non-publicly available Company Applications.

Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time.

3.3     Developer Accounts. Microsoft will provide Company with access to developer accounts which may be used for up to 10,000 cumulative transactions, of any type including sessions, both billable or non-billable, within any 30 day period, across all Company developer accounts. Developer accounts may only be used by Company for developing, testing and maintenance of the Services with Company Applications consistent with all other terms in this Section 3. If these limits interfere with your ability to use the Services please contact us at maplic@microsoft.com.

3.4     Account Access. We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs.Company will use the Access Credentials to: (a) access the Services; and (b) access an administrative customer service site.Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf.Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.

3.5     Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, or (ii) within the terms of use of your Company Application.Microsoft may change the Bing Maps TOU from time to time and will provide notice as set forth in Section 3.10(a). Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so.You may not encourage or require any end user to breach the terms of the Bing Maps TOU.

3.6     Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.

3.7     Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including rights of use, not specifically granted under this TOU or your Bing Maps Agreement are reserved by Microsoft and its suppliers. Except as set forth in your Bing Maps Agreement, this TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property, including intellectual property that Company has licensed from third parties.

Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”). However, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services.For every Submission you make, you must have all rights necessary for you to grant the permissions in this section.

3.8     Duty to Defend.

(a) Microsoft . Microsoft agrees at its expense to defend Company in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Microsoft consents, for any claim made by an unaffiliated third party that the Services infringe its copyright, trademark or patent, or misappropriates a trade secret (individually and collectively, an "Infringement Claim").

(b) Company . Company agrees at its expense to defend Microsoft in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (after any appeals) or settlement to which Company consents, for any claim made by an unaffiliated third party to the extent based on the operation of any Company Application (together with any Infringement Claim, individually and collectively, a “Claim”).

(c) Conditions . With regard to any Claim, either party’s obligations are subject to the following conditions: (a) the party seeking defense (the “ Defended party”) must promptly notify the other party (the “Defending party”) in writing of the Claim; (b) the Defending party will have sole control over defense or settlement of the Claim; and (c) the Defended party must provide the Defending party with reasonable assistance in the defense of the Claim, for which the Defending party will reimburse Defended party’s reasonable out of pocket expenses. Defended party will have the right to employ separate counsel and participate in the defense at Defended party’s expense. Defending party may not settle the Claim without the Defended party’s prior written consent, if such settlement would result in any admission, liability or limitation upon future actions of the Defended party.

(d) Exceptions . Microsoft’s obligations will not apply to the extent any Claim or adverse final judgment is based on: (a) any unauthorized use, disposition or promotion of the Services or a Microsoft trademark by Company; (b) a patent or copyright owned or controlled by Company or its Affiliate; (c) combining the Services with a non-Microsoft product, data or business process, if the basis of the Claim would not have existed but for such combination; or (d) continued use of any part of the Services after notice from Microsoft to stop use because of any alleged infringement. Company will reimburse Microsoft for all damages, costs, and expenses resulting from such actions.

(e) Mitigation . In addition to the obligations in Section 3.8(a) above, Microsoft may, in connection with a potential Infringement Claim, at its expense and option, take further action such as: (a) procuring for Company the rights or licenses necessary to address the Infringement Claim; (b) replacing or modifying the Services to make it non-infringing, or (c) terminating the Services and refunding any fees prepaid by Company for undelivered Services.

(f) Exclusive Remedy . This Section 3.8 provides Company’s exclusive remedy for third party Infringement Claims.

3.9     Limitation of Liabilities and Disclaimer.

(a) Limitation of Liabilities . Neither party nor its suppliers will be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Services, Content, TOU or Bing Maps Agreement, even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.Neither party’s aggregate liability for all claims, actions and/or omissions arising from or related to this TOU, the Bing Maps Agreement, the Services or the Content will exceed the greater of (a) the amount of fees paid by Company to Microsoft in the twelve (12) months preceding the date the claim arises, or (b) two hundred and fifty thousand dollars ($250,000). These limitations will apply even if any remedy fails its essential purpose. None of the limitations and exclusions in this section apply to claims related to either party’s violation of the other party’s intellectual property rights, under Section 3.8 (Duty to Defend), or to any obligation to pay fees.

(b) Disclaimer of Warranties . The Services and all Content are provided “as is” without warranty of any kind. To the maximum extent permitted by law, any and all representations, warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded. Microsoft makes no warranty that the Services will operate properly as integrated with the Company Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete.

(c) Disclaimer of Reliance . Microsoft specifically disclaims any liability for end users’ reliance on the Services. Without limiting the foregoing, Microsoft shall have no liability for harm to end users resulting from reliance on any map or direction provided hereunder.

3.10  General Legal Terms.

(a) Notices . All legal notices in connection with the Bing Maps Agreement or this TOU must be sent by post, express courier, facsimile or email to the addresses and numbers indicated in the Address Schedule of the Bing Maps Agreement. You are responsible for keeping your contact information up to date.

This TOU is in electronic form. We have promised to send you certain information in connection with the Services and have the right to send you certain additional information, including that which may be required by law, which we may send in electronic form. If you do not consent to receive notices electronically, you must stop using the Services.

We may provide required information to you:

·         at the e-mail address in your Bing Maps Agreement or any email address you specified via www.bingmapsportal.com (you are responsible for keeping your contact information up to date); or

• by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.

Notices will be deemed given on the date shown on the postal return receipt or on the courier, facsimile or email confirmation delivery.

(b) How We May Change the TOU. We may update the TOU from time to time and the impact of such changes is governed by your Bing Maps Agreement.

(c) Force Majeure. Microsoft and Company will not be in default of the Bing Maps Agreement or this TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.

(d) Survival. Sections 3.1, 3.2 and 3.7 through and including 3.10 will survive the termination or expiration of your Bing Maps Agreement for any reason.

(e) Assignment . The Bing Maps Agreement and TOU will be binding on the parties and their successors and assigns.We may assign the Bing Maps Agreement and TOU, in whole or in part, at any time with notice to you. Company may assign the Bing Maps Agreement to an Affiliate or to a third party on prior notice to Microsoft, provided that the assignee agrees in writing to be liable for all debts and obligations of the Company under the Bing Maps Agreement.

(f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the Bing Maps Agreement or this TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the Bing Maps Agreement and this TOU will remain in place. This TOU, together with your Bing Maps Agreement, constitutes the entire agreement between you and us regarding your use of the Services.

(g) Taxes . The amounts to be paid by Company to Microsoft under a respective Bing Maps Agreement do not include any foreign, U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions or sessions contemplated under the Bing Maps Agreement. Company shall pay to Microsoft any applicable value added, sales or use taxes or like taxes that are owed by Company solely as a result of entering into the Bing Maps Agreement and which are permitted to be collected from Company by Microsoft under applicable law. Company may provide to Microsoft a valid exemption certificate in which case Microsoft shall not collect the taxes covered by such certificate. Microsoft is not liable for any of the taxes of Company that Company is legally obligated to pay (“Company’s Taxes”) which are incurred or arise in connection with or related to the sale of goods and services under the Bing Maps Agreement, and all such taxes (including, but not limited to, net income or gross receipts taxes, franchise taxes, and property taxes) shall be the financial responsibility of Company. Company agrees to indemnify, defend and hold Microsoft harmless from Company’s Taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to such taxes.If any taxes are required by law to be withheld on payments made by Company to Microsoft, Company may deduct such taxes from the amount owed Microsoft and pay such taxes to the appropriate taxing authority; provided however, that Company shall promptly secure and deliver to Microsoft an official receipt for any such taxes withheld or other documents necessary to enable Microsoft to claim a U.S. Foreign Tax Credit. Company will make certain that any taxes withheld are minimized to the extent possible under applicable law.

(h) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe: (i) Washington State law governs the interpretation of this TOU and your Bing Maps Agreement and applies to claims for breach, regardless of conflict of laws principles; and (ii)you and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to the Bing Maps Agreement and TOU. If you are headquartered in Europe, the Bing Maps Agreement and TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of lack of personal jurisdiction and forum non convenience. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to the Bing Maps Agreement or TOU the prevailing party will be entitled to recover reasonable attorneys' fees and costs.

(i) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.

(j) No Joint Venture/Independent Development . The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.

(k) Waiver . Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

(l) Logos; Marketing . Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.

(m) Print Rights . If print rights are available for the Services, such rights will be included here.

4.    Use with a Volume Licensing Agreement. If you have separately entered into a Volume Licensing Agreement, the following terms also apply to your use of the Services.

4.1     License Rights. In exchange for the fees set forth in your Volume Licensing Agreement and subject to your compliance with Sections 1, 2, and 4 of this TOU, you may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Your use shall be subject to any additional restrictions or rights included in your Volume Licensing Agreement. In the event of any conflict between this TOU and your Volume Licensing Agreement, the Volume Licensing Agreement shall prevail. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide.

4.2     General Restrictions . We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to:

(a) Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:

·         for which you do not have all necessary permissions from the copyright holder(s);

• which includes nudity or is obscene, indecent or pornographic;
• which is intended to exploit minors in any way;

·         which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or

·         which is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.

(b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.

(c) Exceed 50,000 total requests or 20 requests per Known User Subscription License, whichever is greater, of geocoding transactions, sessions or routing requests all measured as an average over any 24 hour period, if you are under a Known User Subscription License. Nor may you exceed a total of 24 batch geocoding or file uploads with a maximum of 200,000 records each, using the Bing Spatial Data Services API, within any 24 hour period.If these limits interfere with your ability to use the Services please contact us at maplic@microsoft.com.

(d) Use geocodes other than in conjunction with a Bing Map or your Company Application that integrates the Services.

(e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).

(f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers, or digital watermarks in the Content; except that we may make alternative logo, trademark and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here.

(g) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods or use Traffic Data with Assets.

(h) Use Traffic Data other than on Internet based web pages (or WAP or substantially similar wireless protocol based pages). Nor may you use Traffic Data with messaging protocols such as email, SMS, MMS or other plain text or rich text messaging.

(i) License or use Traffic Data with: standalone traffic application providers; radio/television stations, newspaper services, government-sponsored traveler information services or any websites owned by the foregoing.

(j) Use Traffic Data other than in combination with the Services and not separately. You may not deconstruct or mix and match the Traffic Data with traffic data from another supplier or associate or add any traffic data to or in combination with the Traffic Data. You may not use Traffic Data for television or radio broadcast; in conjunction with weather related services; for animation; or for storing or provision of continuously updated traffic data or alerts to end users.

(k) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.

(l) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.

(m) Use the Services in any way that threatens the integrity, performance or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services; except that you may test the performance of the Services provided such testing is not at levels above Company’s peak performance levels during the prior three (3) months.

(n) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis, unless specifically allowed in your Volume Licensing Agreement.

(o) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.

(p) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.

(q) Integrate road maps from the Services with road maps supplied by any third party.You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for all such use pursuant to your Volume Licensing Agreement.

(r) Use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) to reveal latitude, longitude, altitude or other metadata.

(s) Save, download, print, distribute, transmit or manipulate the bird’s eye imagery, or offer others that ability, through your Company Application.

(t) Allow use of bird’s eye imagery of the United States, Canada, Mexico, New Zealand, Australia, and/or Japan by a government entity.

(u) Use Content from Ordnance Survey for non-publicly available Company Applications.

Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time.

4.3     Services Update . Microsoft will make commercially reasonable efforts to provide advance notice of material updates to the Services.When Microsoft reasonably believes an update will require significant changes to all Company Applications using the Services (such as major version releases – e.g. v1.0 to v2.0), Microsoft will keep the previous version (one version back) of the Services available for at least twelve (12) months after the release of the new version. Company may be unable to access the Services if it does not upgrade Company Applications to the latest version during that time.

4.4     Account Access and Developer Accounts.

(a) We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs.Company will use the Access Credentials to: (i) access the Services, and (ii) access an administrative customer service site.Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf.Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.

(b) Microsoft will provide Company with access to developer accounts which may be used for up to 10,000 cumulative transactions, of any type including sessions, both billable or non-billable, within any 30 day period, across all Company developer accounts. Developer accounts may only be used by Company for developing, testing and maintenance of the Services with Company Applications consistent with all other terms in this Section 4. If these limits interfere with your ability to use the Services please contact us at maplic@microsoft.com.

4.5     End User Terms. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, or (ii) within the terms of use of your Company Application.Microsoft may change the Bing Maps TOU from time to time and will provide notice as set forth in Section 4.8(a).Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so.You may not encourage or require any end user to breach the terms of the Bing Maps TOU.

4.6     Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.

4.7     Intellectual Property and Reservation of Rights. All rights to the Services and the Content, including rights of use, not specifically granted under this TOU or your Volume Licensing Agreement are reserved by Microsoft and its suppliers. Except as set forth in your Volume Licensing Agreement, this TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property, including intellectual property that Company has licensed from third parties.

Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”). However, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services.For every Submission you make, you must have all rights necessary for you to grant the permissions in this section.

4.8     General Legal Terms.

(a) Notices . All Bing Maps legal notices between the parties will be sent consistent with your Volume Licensing Agreement.You are responsible for keeping your contact information up to date. This TOU is in electronic form. We have promised to send you certain information in connection with the Services and have the right to send you certain additional information, including that which may be required by law, which we may send in electronic form. If you do not consent to receive notices electronically, you must stop using the Services.

We may provide required information to you:

·         at the e-mail address provided through your Volume Licensing Agreement or any email address you specified via www.bingmapsportal.com (you are responsible for keeping your contact information up to date); or

• by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.

Notices will be deemed given on the date shown on the postal return receipt or on the courier, facsimile or email confirmation delivery.

(b) How We May Change the TOU. We may update the TOU from time to time and the impact of such changes is governed by your Volume Licensing Agreement.

(c) Survival. Sections 4.1, 4.2, 4.7 and 4.8 will survive the termination or expiration of your Volume Licensing Agreement for any reason.

(d) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the Volume Licensing Agreement or this TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the Volume Licensing Agreement and this TOU will remain in place. This TOU, together with your Volume Licensing Agreement, constitutes the entire agreement between you and us regarding your use of the Services.

(e) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.

(f) No Joint Venture/Independent Development . The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.

(g) Waiver . Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

(h) Logos; Marketing . Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.

(i) Volume Licensing Agreement Terms . For clarity, the following terms will be governed as set forth in your Volume Licensing Agreement: Confidentiality; Duty to Defend; Limitation of Liabilities and Disclaimers; Taxes; Choice of Law and Location for Resolving Disputes; Force Majeure; and Assignment.

(j) Print Rights . If print rights are available for the Services, such rights will be included here.

5.    Education or Non-Profit Organization Use. Subject to your compliance with Sections 1, 2, 5 and 8 of this TOU, you may develop or host a Company Application that uses the Services to display results for Education or Non-profit Organization Use (as defined in Section 2).You may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. Please note that we do not provide warranties for the Services for Education or Non-Profit Organization Use under this Section 5. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

6.    Limited Commercial, Non-Commercial or Government Use. Subject to your compliance with Sections 1, 2, 6 and 8 of this TOU, you may develop or host a Company Application that uses the Services for Limited Commercial, Non-Commercial or Government Use (as defined in Section 2). You may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. If you will exceed the Limited Commercial, Non-Commercial or Government Use transaction limits or limits on use of the Bing Spatial Data Services API, please contact us at maplic@microsoft.com to discuss how you can license additional transactions. Please note that we do not provide warranties for the Services for Limited Commercial, Non-Commercial or Government Use under this Section 6. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

7.    Evaluation for Commercial, Non-Commercial or Government Use. Subject to your compliance with Sections 1, 2, 7 and 8 of this TOU, you may develop or host a Company Application that uses the Services for a 90 day evaluation period. You may use the Services solely in conjunction with and integrated into Company Applications using only methods and means of access that are documented in the SDKs. If you will exceed the Evaluation for Commercial, Non-Commercial or Government Use transaction limits or limits on use of the Bing Spatial Data Services API, please contact us at maplic@microsoft.com to discuss how you can license additional transactions for evaluation use. Please note that we do not provide warranties for the Services for Evaluation for Commercial, Non-Commercial or Government Use under this Section 7. This TOU also limits our liability. These terms are in Sections 8.8 and 8.9 and we ask you to read them carefully.

7.1     Use of Bird’s Eye Aerial Imagery. You may use bird’s eye aerial imagery (if it is made available through the Bing Maps Platform APIs) consistent with the following restrictions:

(a) You may not use bird’s eye aerial imagery to reveal latitude, longitude, altitude or other metadata.

(b) You may not save, download, print, distribute, transmit or manipulate the bird’s eye imagery, or offer others that ability, through your Company Application.

(c) You may not allow use of bird’s eye imagery of the United States, Canada, Mexico, New Zealand, Australia, and/or Japan by a government entity.

8.    General Terms for use of the Services under TOU Sections 5, 6, and 7.

If you use the Services under Sections 5 (Education or Non-Profit Organization Use), 6 (Limited Commercial, Non-Commercial or Government Use) or 7 (Evaluation for Commercial, Non-Commercial or Government Use), the terms in this Section 8 apply to your use of the Services.

8.1     General Limitations and Conditions of the Services. In using the Services and developing Company Applications you must: obey the law (including local, state, federal or other applicable consumer privacy regulations); not violate the rights of any third party; and obey any codes of conduct or other notices we provide. We may use technology or other means to protect the Services that you will not circumvent. These means may include, for example, filtering to increase security. Microsoft may, in its sole discretion, limit the: (i) rate at which the Services, or any subset of it, may be called, (ii) amount of storage made available to each Services account, or (iii) length of individual content segments that may be uploaded to, or served from, the Services (all of the foregoing being forms of “Throttling”).

8.2     General Restrictions . We do have some restrictions on your use of the Services. In developing Company Applications, and in using the Services, you may not, nor may you permit your customers to:

(a) Upload any content to the Services, or use the Services to display or perform in your Company Application, any content:

·         for which you do not have all necessary permissions from the copyright holder(s);

• which includes nudity or is obscene, indecent or pornographic;
• which is intended to exploit minors in any way;

·         which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or

·         which is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.

(b) Copy, store, archive, or create a database of the Content, except that geocodes may be stored locally only for use with your Company Applications.

(c) Exceed 50,000 geocoding transactions, sessions or routing requests in any 24 hour period. Nor may you exceed a total of 5 batch geocoding or file uploads with a maximum of 50 records each, using the Bing Spatial Data Services API, within any 24 hour period.

(d) Use geocodes other than in conjunction with a Bing Map or your Company Application that integrates the Services.

(e) Present or alert an end user to individual maneuvers of a route in any way that is synchronized with the end-user’s sensor-based position along the route (e.g. turn by turn navigation that tracks end-user’s position using GPS and communicates a maneuver as the end-user approaches the location for such maneuver).

(f) Change, obscure, or minimize any logo, trademark, copyright or other notice of Microsoft or its suppliers; digital watermarks in the Content; or any search box, portion of the results, or advertisement; except that we may make alternative logo, trademark, and copyright attribution requirements available for use with small maps or on small devices; if available you will find them here .

(g) Use the Services for business asset tracking, fleet management, or dispatch including, without limitation, to monitor or track the location or movement of Asset(s), including to provide guidance based on the position or routing of multiple objects tracked using GPS or other sensor-generated methods.

(h) Use bird’s eye aerial imagery (except you may use bird’s eye aerial imagery if your use of the Services is under Section 7 and consistent with Section 7.1 accordingly).

(i) Use Traffic Data other than on Internet based web pages (or WAP or substantially similar wireless protocol based pages). Nor may you use Traffic Data with messaging protocols such as email, SMS, MMS or other plain text or rich text messaging.

(j) License or use Traffic Data with: standalone traffic application providers; radio/television stations, newspaper services, government-sponsored traveler information services or any websites owned by the foregoing.

(k) Use Traffic Data other than in combination with the Services and not separately. You may not deconstruct or mix and match the Traffic Data with traffic data from another supplier or associate or add any traffic data to or in combination with the Traffic Data. You may not use Traffic Data for television or radio broadcast; in conjunction with weather related services; for animation; or for storing or provision of continuously updated traffic data or alerts to end users.

(l) Use the Services in a way that harms us or our Affiliates or suppliers.

(m) Transmit, sell, license or deliver any infringing, defamatory, offensive, or illegal products, services or materials.

(n) Violate any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Services are subject to U.S. export jurisdiction.

(o) Use the Services in any way that threatens the integrity, performance, or reliability of the Services including performance or stress testing, or in any manner that works around any technical limitations in the Services.

(p) Syndicate, redistribute, resell or sublicense access to the Services or Content on a standalone basis.

(q) Falsify or alter any unique referral identifier in, or assigned to, a Company Application, or otherwise obscure or alter the source of queries coming from a Company Application.

(r) Use any automated process or service to access and/or use the Services (such as a BOT, a spider, periodic caching of information stored by Microsoft, or “meta-searching”).

(s) Reverse engineer, decompile or disassemble the Services, except and only to the extent that applicable law expressly permits, despite this limitation.

(t) Integrate road maps from the Services with road maps supplied by any third party. You may not replace aerial imagery from the Services with imagery supplied by any other mapping platform. Notwithstanding the foregoing, you may overlay aerial imagery that you have the rights to use, provided that such imagery does not substantially replace the base aerial imagery provided by the Services. You may incorporate various data layers of types not available through the Services, in the Company Applications (for example, demographic or school location data). You may combine or overlay Ordnance Survey's United Kingdom mapping data or data derived from Ordnance Survey’s United Kingdom mapping data (but not Ordnance Survey roads data) with the Services, provided that you have procured all such rights to the Ordnance Survey United Kingdom mapping data, that such use of the Ordnance Survey United Kingdom mapping data with the Services is consistent with your Ordnance Survey license, and that you indemnify Microsoft for such use pursuant to this TOU.

(u) Use Content from Ordnance Survey for non-publicly available Company Applications.

Additional restrictions may apply to use of particular Content or functionalities, as set forth in the SDKs from time to time. We reserve the right to include a search box or advertising in the Content served through the Services. You will not intentionally omit or obscure such advertising, search box or search results including advertising when displaying such Content to end users.

8.3     Account Access. We require use of Access Credentials to use the Services, and require use of transaction tracking and/or session tracking methods for all uses of the Services, as described in the applicable SDKs.Company will use the Access Credentials to: (a) access the Services, and (b) access an administrative customer service site.Company will not make its Access Credentials available to any third party except a third party authorized to act on its behalf.Company is responsible for all use of the Services through its Access Credentials. Company will promptly notify us if it learns of a security breach related to your Access Credentials and use of the Services.

8.4     Bing Maps TOU. You must provide a hypertext link to the Bing Maps TOU: (i) at the bottom of each page in your Company Application where the Services can be viewed or accessed, or (ii) within the terms of use of your Company Application.Microsoft may change the Bing Maps TOU from time to time. Company is responsible for notifying its end users of changes as appropriate and will comply with Microsoft’s reasonable instructions in doing so. You may not encourage or require any end user to breach the terms of the Bing Maps TOU.

8.5     Privacy. Microsoft may collect information such as, but not limited to, an end user’s IP address, requests, time of submissions and the results returned to the user, in connection with transaction requests to the Services. All access to and use of the Services is subject to the data practices set forth in the then-current Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com. You are responsible for providing end users with adequate notice of the privacy practices applicable to your Company Application.

8.6     Intellectual Property and Reservation of Rights. Microsoft and its suppliers retain all right, title and interest in and to the Services, Content, the SDKs and all intellectual property rights therein, except for the limited rights expressly granted herein. This TOU does not grant Microsoft any right or license to any Company Application or Company intellectual property including intellectual property that Company has licensed from third parties.

Except for material that we may license to you, we do not claim ownership of the content you post or otherwise provide to us, that is hosted by Microsoft or a third party hosting provider on Microsoft’s behalf, related to the Services (called a “Submission”). However, by posting or otherwise providing your Submission (and for the avoidance of doubt, where Microsoft hosts content on your behalf including by a third party hosting provider, this constitutes a Submission, but where you host or a third party hosts content on your behalf, other than Microsoft or a third party hosting provider on behalf of Microsoft, this does not constitute a Submission), you are granting to Microsoft free permission to use, copy, distribute, display, publish, transcode and otherwise modify your Submission, each in connection with the Services, and sublicense these rights to others in order to provide the Services.We may refuse to publish and may remove your Submission from the Services at any time. For every Submission you make, you must have all rights necessary for you to grant the permissions in this section.

8.7     Your Responsibility. You will indemnify and hold the Microsoft parties harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of any breach by you of any obligation or warranty under this TOU. You will be solely responsible for defending any claim, subject to Microsoft's right to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on the Microsoft parties without Microsoft's prior written consent.

8.8     We Make No Warranty . We provide the Services and Content “as-is,” “with all faults”, “as available” and without warranty of any kind. To the maximum extent permitted by law, any and all representations, warranties or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded.Microsoft makes no warranty that the Services will operate properly as integrated with the Company Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete. Microsoft specifically disclaims any liability for end users’reliance on the Services.Without limiting the foregoing, Microsoft shall have no liability for harm to end users resulting from reliance on any map or direction provided hereunder.

8.9     Liability Limitation . You can recover from Microsoft only direct damages up to an amount equal to fees you have paid to us for the Services for one month. Neither party nor its suppliers will be liable for any indirect damages, (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the Services, Content, or TOU even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.

8.10  Changes to the Services; Cancellation or Suspension of the Services; Audit. We may change, cancel or suspend your use of the Services at any time. Some changes to the Services may cause existing Company Applications to stop working. Our cancellation or suspension may be without cause and/or without notice. Upon Services cancellation, your right to use the Services stops right away. Once the Services are cancelled or suspended, any data you have stored on the Services may not be retrieved later. Microsoft reserves the right to verify your compliance with this TOU.

8.11  General Legal Terms.        

(a) How We May Change the Contract. We may update the TOU from time to time. If we change this TOU, then we will provide notice as provided in Section 8.11(g). If you do not agree to these changes, then you must stop using the Services. If you do not stop using the Services, then your use of the Services will continue under the changed TOU. In the future we may choose to charge for all use of the Services, or change the requirements for use free of charge. If we choose to change the fee requirements for the Services, Microsoft will provide notice of such terms as provided in Section 8.11(g), and you may elect to stop using the Services rather than incurring fees.

(b) Term. This TOU will become effective on your first use of the Services. This TOU may be terminated immediately for any reason and without notice by Microsoft. If this TOU terminates, all rights granted to you by this TOU will automatically terminate and you will cease to have any rights to use the Services.

(c) Force Majeure. Microsoft and Company will not be in default of this TOU if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as practical.

(d) Survival. Sections 8.1, 8.2 and 8.6 through and including 8.11 will survive the termination or expiration of this TOU for any reason.

(e) Assignment . We may assign the TOU, in whole or in part, at any time with notice to you.

(f) Enforceability and Interpreting the TOU. All parts of this TOU apply to the maximum extent permitted by law. If any provision of the TOU is unenforceable, the parties (or, if the parties cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of the TOU will remain in place. This TOU constitutes the entire agreement between you and us regarding your use of the Services.

(g) Notices; Consent Regarding Electronic Information. This TOU is in electronic form. We have promised to send you certain information in connection with the Services and have the right to send you certain additional information, including legal notices and that which may be required by law, which we may send in electronic form. You are responsible for keeping your contact information up to date.

We may provide required information to you:

·         at the e-mail address you specified when you signed up for the Services or any email address you specified via www.bingmapsportal.com (you are responsible for keeping your contact information up to date); or

• by posting on any portion of this TOU or to another Microsoft web site that will be designated in advance for this purpose.

Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. If you do not consent to receive notices electronically, you must stop using the Services. Any notice from you will be sent electronically to: maplic@microsoft.com.

(h) Claim Must Be Filed Within One Year. Any claim related to this TOU or the Services may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed within the one-year period, then that claim is permanently barred. This applies to both parties.

(i) Choice of Law and Location for Resolving Disputes. If you are headquartered anywhere other than Europe, Washington State law governs the interpretation of this TOU and applies to claims for breach, regardless of conflict of laws principles. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA, for all disputes arising out of or relating to this TOU. If you are headquartered in Europe, the TOU will be construed and governed by the substantive laws of England and Wales. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any dispute relating to the TOU the prevailing party will be entitled to recover reasonable attorneys' fees and costs.

(j) No Third Party Beneficiaries. This TOU is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.

(k) No Joint Venture/Independent Development .The parties are operating as independent contractors, and nothing in this TOU will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.

(l) Waiver . Any delay or failure of either party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

(m) Logos; Marketing . Except as otherwise agreed to by the parties in writing, neither party will use any logo or trademark of the other party for marketing or any other purpose without the other party’s prior written approval.

(n) Print Rights . If print rights are available for the Services, such rights will be included here.

9.    Mobile Application Development. To use Bing Maps solely for mobile applications, please refer to the Bing Maps Mobile Terms of Use.

10. Media, Entertainment and Broadcast Use. To use Bing Maps for Media, Entertainment and Broadcast Use, please refer to the Bing Maps Media, Entertainment and Broadcast Use Terms of Use.