MapQuest Developer Network - TermsAndConditions

Last Updated: July 14, 2008

DEVELOPER LICENSE AGREEMENT FOR THE

MAPQUEST PLATFORM: ENTERPRISE EDITION

THIS DEVELOPER LICENSE AGREEMENT FOR THE MAPQUEST PLATFORM: ENTERPRISE EDITION (“AGREEMENT”) DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH MAPQUEST, INC. (“MAPQUEST”) GRANTS PERMISSION TO YOU (“YOU” or “YOUR”) TO ACCESS AND USE THE MAPQUEST PLATFORM DEVELOPER SERVICE AND FUNCTIONALITY PROVIDED BY MAPQUEST OR GENERATED THROUGH USE OF THE SAME (THE “SERVICE”) AND RELATED MATERIALS INCLUDING (a) templated web pages and graphics (i.e. templates, navigation bars, etc.), (b) sample code, applications and related documentation, furnished by MapQuest, and (c) the MapQuest Application Programming Interfaces, each as made generally available by MapQuest ((a), (b) and (c) collectively the “Service Materials”) to be used by Licensee for the sole and exclusive purpose of DEVELOPMENT AND EVALUATION OF INTERNAL LICENSEE PROTOTYPE MAPPING RELATED APPLICATIONS.

BY REGISTERING FOR THE SERVICE, YOU ELECTRONICALLY ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. INTRODUCTION. The Service allows You to access functionality that allows You to generate or access maps, directions, “Geocodes” (latitude and longitude coordinates assigned to an address), searches, traffic information and points of interest provided by MapQuest (collectively “Functionality”), all subject to and in accordance with the limitations and conditions described herein. MapQuest in its discretion will grant applicants an access key and other related credentials (collectively “Credentials”) to use the Service. The Service is limited to allowing You to develop and evaluate internal programs and applications for use with the Service and does not provide You with access to any underlying mapping data or any other MapQuest products or services. The underlying mapping data is the raw data owned or licensed from third parties by MapQuest, which is used as part of the Service to generate the Functionality (“Mapping Data”). The Service may only be used for the development and evaluation of Your internal prototype programs and applications. No production usage is permitted pursuant to this Agreement.

2. LICENSE AND OTHER TERMS.

2.1. License Grant. Upon MapQuest’s written email notice to You that it has received and accepted Your registration (which registration may be rejected by MapQuest for any reason), You shall be deemed granted a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable limited license to access and use the Service Materials to facilitate Your use of the Service during the Term of this Agreement, solely as set forth in this Agreement. Such usage shall allow You to: (a) use Your Credentials to remotely access the Service on MapQuest servers through the Service to generate or access Functionality solely to develop and evaluate Your internal prototype applications designed to work with the Service; and (b) use the Service Materials to develop and evaluate Your internal prototype applications capable of using the Functionality subject to the restrictions in (a). Additionally, under the terms and conditions set forth in this Agreement, Licensee is granted a non-exclusive, non-transferable, non-sublicensable, revocable limited license to use MapQuest’s Local Spatial Search Server to perform spatial searching of points of interest on Licensee’s servers. Under the terms and conditions set forth in this Agreement, including without limitation the limited license granted in this Section 2.1 and the Usage Limits and restrictions set forth in Sections 2.4 and 3 (and throughout this Agreement), the license granted hereunder shall include those subcontractors performing development and testing services on Your behalf and related hereto; provided however that You shall be fully responsible and liable for all subcontractor acts, omissions and failure to comply with the terms of this Agreement.

2.2. Fees. MapQuest reserves the right at any time, in its sole discretion, to charge fees for registration, the license granted hereunder, and/or Your access and use of the Service or portions thereof. In the event MapQuest elects to require payment hereunder, MapQuest shall notify You by providing written notice; such written notice may include email to the address(es) designated on Your registration application or posting on the Developer website, of such change. In the event You disagree with any change to this Agreement and/or the Service, including the imposition of Fees, Your sole and exclusive remedy is to terminate this Agreement and the Licenses hereunder in accordance with Section 4.

2.3. Modifications to this Agreement and the Service. MapQuest reserves the right to change or modify this Agreement and/or the Service (including but not limited to the Service Materials), at any time by giving written notice of such changes on the Developer website, http://developer.mapquest.com (or such other URL as MapQuest designates from time to time). Your continued participation in the Service following any such changes or modifications shall constitute acceptance and agreement to any new or modified terms and conditions. Notwithstanding the foregoing, MapQuest reserves the right to update, modify or eliminate Mapping Data in its sole discretion without any notice to You. You acknowledge that any applications developed by You in reliance on a particular version of the Service or the other Service Materials may not function under a revised Service or other Service Materials. It is Your sole responsibility at Your own expense to develop and maintain the compatibility of Your applications with the latest versions of the Service, as released by MapQuest from time to time. MapQuest may discontinue all or any portion of the Service at any time, in its sole discretion, and without financial obligation or liability to You or to any third party. Any projected release dates for Service Materials shall be considered good faith estimates, subject to revision or cancellation by MapQuest at any time. In the event You disagree with any change to this Agreement and/or the Service, Your sole and exclusive remedy is to terminate this Agreement and the Licenses hereunder in accordance with Section 4.

2.4. Usage Limits.

(a) MapQuest reserves the right, at any time, in its sole discretion, (i) to impose usage limits or other limitations on the number of transactions or volume of calls accessing the Service, as well as the nature and amount of Service Materials, documentation, or other data or content; and (ii) to modify or change any such limits or impose additional or different limits on any of the above.

(b) The license granted hereunder is for use in the evaluation and development of internal prototype mapping related applications only. Should You desire to use Licensee’s prototype application for a production or commercial purpose, including data processing, You shall first enter into the appropriate MapQuest commercial license.

2.5 Accounts. You shall ensure all information included in Your account registration is accurate and complete. Upon registration, You will be issued or allowed to register a UserID and password to access Your Service account. You may not create any script or other automated tool that attempts to create multiple accounts. Except as otherwise permitted hereunder, You shall not share, loan, provide, transfer or sublicense Your UserID or password, or any Service Materials, documentation or other content of the Service, to or with any third party. Unless otherwise expressly approved in writing by MapQuest, You shall only register for and maintain a single UserID and Service account (not including any sub-accounts permitted by MapQuest). You are responsible for all activities under Your account, including the use of Your account by others.

3. RESTRICTIONS. Except as expressly authorized by MapQuest, You shall not:

• modify or create any derivative works of the Service or any portion thereof, including without limitation the Service Materials;

• decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code from the Service or any portion thereof, including without limitation the Service Materials and Functionality;

• record, save, archive, store, create a database of or otherwise copy in any manner any map and/or directions (or any portion thereof) other than as may be necessary (and then only on a temporary basis reasonably satisfactory to MapQuest) to allow the end user that entered the coordinates (or on whose behalf the coordinates were entered) to generate such map and/or directions to view them on a temporary basis;

• redistribute, encumber, sell, rent, lease, sublicense, assign, repackage, rebrand, distribute, or otherwise transfer or disclose any map and/or directions (or any portion thereof) or any other portion of the Service or any rights granted hereunder to any third party (other than allowing the end user that entered the coordinates, or on whose behalf the coordinates were entered, to view a map and/or directions);

• remove, alter, reproduce, distort, or in any way obstruct any trademark, logo, copyright or other proprietary notices, legends, symbols or labels provided as part of any Service Materials, content, or Functionality;

• use the Service or Confidential Information for any purpose other than as expressly set forth and permitted in this Agreement;

• distribute, publish, enable or allow access to the Service, or any portion thereof, or Confidential Information, to any third party;

• interfere or disrupt MapQuest servers or networks, or disobey any network access or security requirements, policies, procedures or regulations of MapQuest (including the enabling of any viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancelbots, adware, spyware or other computer programming routines designed or intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information);

• interfere with the rights of others to use the Service;

• use the Service as a means to engage in conduct that reflects poorly upon, disparages or devalues MapQuest’s reputation or goodwill, as determined in MapQuest’s sole discretion;

• use the Service to operate a service bureau, or to process or generate data for any third party (other than for end users as expressly permitted hereunder);

• access the Service other than as designated by MapQuest and in conjunction with Your Credentials;

• use unencrypted coordinate data provided by MapQuest for any purpose or disclose such unencrypted coordinate data to any third party;

• derive results from the Service based on sensor-derived location data or information or input in the form of coordinate data, provided that a coordinate location or location derived by a single sensor, including without limitation a sensor incorporated into, connected to or in communication with any mobile device or system, may be used solely as an origin or destination in deriving a map or direction;

• retrieve by any means any vector graphics in any unencrypted format from the Service;

• use the Service with products, systems or applications capable of navigation, positioning, tracking or routing of a movable asset;

• use the Service with any content or product that falsely expresses or implies that such content or product is sponsored or endorsed by MapQuest;

• use the Service in conjunction with a site or application which contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age; and

• grant the right to or permit (in the event that You acquire the knowledge) any third party to include or integrate into any World Wide Web page any hypertext link to Your site for the primary purpose of retrieving Functionality or accessing the Service;

• use of the Service other than for the development of a prototype application, which such prototype application shall not be used for any internal or external data processing, production or commercial purpose (as determined by MapQuest in its sole discretion);

• cause, assist or with knowledge permit any third party (including any end user) to do any of the foregoing.

Except as expressly permitted in this Agreement, You shall use commercially reasonable efforts to protect the Mapping Data (or any significant portion or derivative thereof) from downloading, copying or otherwise being accessed in any format by end users. The information delivered in connection with each map, route, and/or search result is not permitted to include or reflect a significant portion of the Mapping Data.

Capitalized terms used in this paragraph and not otherwise defined in this Agreement shall have the meanings set forth in the Mapping Data specifications. It is agreed that: (a) Licensee shall not display or disclose information from the Service or Mapping Data, including without limitation the following capitalized categories of data contained in the Mapping Data: (i) Internal Intersection Links; (ii) Maneuvers; (iii) Indescribable Links; and (iv) Special Explication; (b) Licensee shall not develop an application which uses, displays, and/or discloses Access Restrictions & Conditions information to indicate whether certain type of vehicles are permitted on roadways or to indicate roadways with carpool lanes but shall not allow for the display or disclosure of Access Restrictions & Conditions for any other purpose; and (c) License may build an application in which House Number Ranges may be displayed to the limited extent necessary to resolve ambiguities in a single origin or single destination specified by an End-User, and specific house numbers may be derived from House Number Ranges and displayed to identify correlating locations satisfying search queries of End-Users, but Licensee shall not otherwise display or disclose House Number Ranges.

You shall not make any representations or warranties of any kind whatsoever to any third party with respect to the Services, any component thereof or any maps or directions.

MapQuest reserves all rights not expressly granted in this Agreement and You may not use the Service or any portion thereof (including but not limited to the Service Materials) in any manner not expressly authorized in this Agreement.

4. TERMINATION.

4.1. Right of Termination. Either MapQuest or You may terminate this Agreement or the Service, at any time, for any reason. The Agreement shall terminate immediately upon written notice by either MapQuest or You. MapQuest in its sole discretion and without notice may deactivate any Credential for any reason, including but not limited to, account inactivity. Any fees paid by You to MapQuest prior to expiration or termination of this Agreement shall be non-refundable.

4.2. Termination Procedure. Except as otherwise expressly agreed to by MapQuest in writing, upon expiration or termination of this Agreement, You agree that You will immediately discontinue any access or use of the Service, including the Service Materials, other content, and Confidential Information. Further, You shall destroy all materials relating to the Service, or portions thereof, and return all Confidential Information in accordance with Section 8.3 and shall so certify in writing to MapQuest at its request.

5. TECHNICAL SUPPORT. You understand and acknowledge that no technical support or maintenance is provided under this Agreement. In the event that You create, develop or otherwise use any functionality or features in conjunction with, or as a complement to, the Service, You acknowledge that MapQuest has no obligations to support such functionality or features and it is Your sole responsibility to ensure the interoperability and compatibility with the Functionality and Service.

6. ACCESS.

6.1 Credentials. If MapQuest determines that third parties are accessing the Service through Your Credentials without proper authorization to do so, or if You exceed the scope of the license, You shall, in addition to other remedies available to MapQuest, be responsible for all charges incurred with such usage, as reasonably determined by MapQuest. MapQuest reserves the right in its sole discretion to change Your Credentials (with or without a fee), or terminate this Agreement if such unauthorized usage is discovered. You acknowledge the Credentials needed to access and use the Service may expire upon expiration of the Term, and that such expiring Credentials will automatically terminate Your ability to access and use the Service on such date.

6.2 Usage Data. MapQuest's servers record information when You visit MapQuest websites or when applications and/or Credentials call or invoke the Service. This information may include, without limitation, the URL, IP address, browser type, Credential and access times and dates. MapQuest may use this information to promote, operate, and improve MapQuest services, products and properties, including the Service.

7. PROPRIETARY RIGHTS. You acknowledge and agree the Service, including but not limited to the documentation, and the Functionality, are works for purposes of copyright law, and embody valuable, confidential, trade secret information of MapQuest, the development of which required the expenditure of substantial time and money. As between MapQuest and You, MapQuest retains exclusive ownership of any and all rights, title and interest (including patent rights, copyrights, trade secret rights, mask work rights and any other intellectual property and other proprietary rights throughout the world) in and to the Service, including without limitation the Service Materials, documentation, and content provided, and Confidential Information, and any and all copies (by whomever made) thereof, and You shall not acquire any rights, express or implied, in the foregoing by virtue of this Agreement other than otherwise expressly set forth herein. The license does not constitute a sale of the Service, or any portion thereof, or Confidential Information, or impose any obligation on either MapQuest or You to enter into any other agreement.

8. CONFIDENTIALITY.

8.1. Description and Use of Confidential Information. For purposes of this Agreement, “Confidential Information” means: items disclosed by MapQuest to You during the Term which are labeled “Confidential Information” or are similarly marked, Your Credentials, and the Mapping Data. You shall make use of the Confidential Information solely and exclusively in conjunction with the Service. You shall not use Confidential Information for any purpose other than the intended use set forth herein, and shall not disclose, disseminate or otherwise publish or communicate Confidential Information received hereunder to any person, firm, corporation or other third party without the prior written consent of MapQuest, except to Your employees and consultants who have a need to know, who have been informed of Your obligations hereunder, and who have agreed in writing not to disclose Confidential Information. You agree to use the same degree of care that You use to protect Your own highly confidential information from unauthorized disclosure, but in no event less than a reasonable degree of care. You shall notify MapQuest in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with MapQuest in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use.

8.2. Other Business Activities. This Agreement imposes no obligation on MapQuest to purchase, sell, license, transfer, or otherwise dispose of any technology, services, or products or to enter into any other agreement. This Agreement does not create any agency or partnership relationship. You acknowledge that MapQuest may be currently discussing agreements similar to this Agreement with other parties, including Your competitors.

8.3. Return of Confidential Information. You shall, at MapQuest’s option, return or destroy (and so certify in writing to MapQuest) all Confidential Information (in any form or medium and including, without limitation, the Service Materials, documentation, all summaries, copies (including electronic copies) and excerpts of Confidential Information) within ten (10) days of the expiration or termination of this Agreement or at any such time as MapQuest may so request.

9. YOUR REPRESENTATIONS AND WARRANTIES. You expressly represent, warrant and covenant that: (a) You have the full legal power and authority to enter into this Agreement on behalf of Yourself and, if registering on behalf of an employer or such entity, on behalf of such entity You have the full legal authority to bind Your employer or such entity to this Agreement; (b) You own and/or have obtained the necessary legal rights to provide all content contained in Your Content (as defined in Section 13 below) and You have the right to offer the licenses set forth herein; (c) all information provided by You to MapQuest in connection with the registration for and use of the Service is current, true and accurate; (d) You will abide by the terms and conditions of this Agreement, as may be amended or modified by MapQuest from time to time; (e) You will not circumvent any account security features of MapQuest’s systems; (f) Your use of the Service or any mapping or related application You develop hereunder (i) shall not be used for any internal or external data processing, production or other commercial purpose, as determined by MapQuest in its sole discretion, without first entering into the appropriate MapQuest commercial license, (ii) shall not infringe any intellectual property rights of any third party including without limitation, any right of privacy, publicity, copyright, trademark, or patent, and (iii) shall comply with all applicable laws, rules and regulations, including without limitation, consumer protection, data security, and privacy laws; (g) You are fully responsible for the use of the Service by You and any end users and for any consequences thereof and further You will use the Service only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines and are fully responsible for ensuring end users of Your site or application do the same; and (h) You are not, nor are You acting on behalf of, a Federal, State, or Local government entity or instrumentality. You further represent and warrant that this Agreement is a purely commercial contract, and not a Federal, State or Local government contract, subcontract, or purchase order. You acknowledge that Your representations are material terms of this Agreement and have been relied upon by MapQuest in entering into this Agreement. In particular, MapQuest has not agreed to any terms or conditions required to be included in this Agreement were this Agreement being made by or on behalf of a government or government entity or instrumentality, and, in particular, the price of this Agreement does not include the cost to MapQuest of complying with any such obligations.

10. RIGHT TO INVESTIGATE; RIGHT TO AUDIT. You understand and agree that MapQuest reserves the right to use whatever technical and legal remedies available to prevent abuses to the Service. MapQuest reserves the right to investigate or monitor in its own discretion and by any means we deem appropriate (a) Your compliance with this Agreement and (b) any activity or conduct that MapQuest believe violates the terms of this Agreement. In addition to any other rights that MapQuest may have in this Section and in the Agreement, MapQuest reserves the right to request an audit to investigate compliance with this Agreement.

11. NON-ASSERT. In consideration of the licenses granted herein, and other consideration provided by MapQuest to You under this Agreement, You covenant not to sue or otherwise assert any patent rights against MapQuest or any of its affiliates, suppliers or licensees for any alleged patent infringement during the term of this Agreement by any product or service that uses any Application.

12. TRADEMARK LICENSES. For purposes of this Agreement, the term "Trademarks" means all trademarks, trade names, service marks, logos, domain names, along with any other distinctive brand features of MapQuest or its suppliers. You expressly agree that nothing in this Agreement shall grant or shall be deemed to grant to You any right, title or interest in or to the MapQuest Trademarks. You shall not take any action contesting or impairing the rights of MapQuest or its suppliers in and to the Trademarks and You may not use any Trademarks except as expressly included in the Service. All use by You of Trademarks (including any goodwill associated therewith) shall inure to the benefit of MapQuest. At no time during or after the term of this Agreement shall You challenge or assist others to challenge the Trademarks (except to the extent such restriction is prohibited by law) or the registration thereof by MapQuest or its parent, nor shall You attempt to register any trademarks (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of MapQuest. Further, You shall not (a) display a Trademark as the most prominent element on any page of Your website, application or paper map; (b) display a Trademark in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to MapQuest as determined by MapQuest in its sole discretion; (c) display a Trademark on Your application, website or paper map in a manner that violates any law or regulation; or (d) remove, distort or alter any element of a Trademark (including but not limited to squeezing, stretching, inverting, discoloring, etc.).

To the extent You provide points of interest not supplied by MapQuest in conjunction with the Service which require inclusion of Your trademarks or those of a third-party, You grant to MapQuest a license to use such marks for the purposes envisioned herein, including such uses as MapQuest may make pursuant to Section 13. If such marks are not owned by You, You represent and warrant that You have full right and authority to grant such a license to MapQuest.

13. YOUR CONTENT. To the extent You choose to upload any data, feedback, ideas, suggestions, content, or other material to MapQuest, which was not provided by MapQuest to You pursuant to this Agreement, including without limitation any materials or content You post to any MapQuest website (collectively “Your Content”), You hereby grant MapQuest a perpetual, worldwide, non-exclusive, royalty-free license to access, archive, reproduce, publicly display, translate, modify the format or the display of, distribute, transmit, stream, cache, overlay, seam, perform, sublicense, and otherwise use with or without attribution and without financial obligation, Your Content in whole or in part via any method for any purpose. Notwithstanding the foregoing, MapQuest makes no assertion of ownership over Your Content, and You retain all intellectual property rights to Your Content, subject to the license You grant to MapQuest above. You represent and warrant that Your Content does not violate any third party intellectual property rights, including but not limited to copyright, trademark and patent rights, or other third party rights, including without limitation, the privacy rights of others.

14. DISCLAIMER OF WARRANTIES. THE SERVICE, INCLUDING BUT NOT LIMITED TO THE SERVICE MATERIALS AND FUNCTIONALITY, ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. MAPQUEST DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT. MAPQUEST DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, OR ANY PORTION THEREOF, IS OR WILL BE FREE OF DEFECTS OR ERRORS (OR THAT ANY SUCH DEFECTS OR ERRORS WILL BE CORRECTED), VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MEET YOUR REQUIREMENTS, OR CAPABLE OF BEING INTEGRATED INTO OR WITH YOUR COMPUTER SYSTEM, APPLICATIONS OR NETWORK. FURTHER, MAPQUEST DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE, OR ANY PORTION THEREOF, IN TERMS OF ITS CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. IF THIS EXCLUSION IS HELD UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO A PERIOD OF FIFTEEN (15) DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.

15. LIMITATION ON LIABILITY. NEITHER MAPQUEST NOR ITS AFFILIATES NOR ANY OF THEIR SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THE POSSESSION OF, ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE, OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DATA LOSS, COST OF PROCUREMENT FOR SUBSTITUTE GOODS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF MAPQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT SHALL MAPQUEST’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO MAPQUEST UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500).

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PARTICIPATION IN AND USE OF THE SERVICE, INCLUDING ANY DOWNLOAD OF DATA, INFORMATION OR OTHER MATERIAL OBTAINED FROM THE SERVICE, IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGE SUSTAINED TO YOUR COMPUTER SYSTEM, NETWORK OR DATA RESULTING FROM SUCH PARTICIPATION OR USE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, MAPQUEST MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, WHETHER ORAL OR WRITTEN, RELATING TO THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

16. ACKNOWLEDGEMENT. The disclaimer of warranty, and limitation of damages set forth above are essential elements of the basis of the bargain between MapQuest and You. You agree that we would not be able to provide the Applications on an economic basis without such limitations.

17. INDEMNITY. You agree to indemnify, defend and hold MapQuest and its affiliates, and each of their officers, directors, employees, agents, co-branders or other partners (as well as each of their suppliers), successors and permitted assigns (“Indemnified Parties”) harmless from and against any third party claim or action, including any liability, cost, losses, damages, expenses, and attorney’s fees, arising from or in any way related to Your access, use or participation in the Service (including claims related to Your Content and any use of the Service with software, data, content, systems, or other technology not provided by MapQuest), any violation of this Agreement, or any alleged infringement of a patent, copyright, trademark, trade secret, or other intellectual property right. MapQuest shall use good faith efforts to provide You with prompt notice of any such claim or action; provided however, You agree that, upon MapQuest’s written request, MapQuest shall control the defense or settlement of any such claim or action and You shall provide reasonable cooperation to MapQuest.

18. EXPORT RESTRICTIONS. You agree to comply with all export and import laws and restrictions and regulations of the United States or any foreign agency or authority, and not to export or re-export Service Materials or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. For example, You shall not export or re-export any commodities, data, or technical data received from MapQuest, or any direct product of such commodities, data or technical data, to any proscribed country, party, or entity listed in the applicable laws, regulations, and rules of the U.S. Government unless properly authorized. As applicable, each party shall obtain and bear all expenses and responsibility relating to any necessary licenses and/or exemptions with respect to its own export or re-export of Service Materials from the United States.

19. NOTICES AND TRANSACTING ELECTRONICALLY. You understand and agree that MapQuest is an online service and that You are transacting with MapQuest electronically. You agree that this Agreement, combined with Your act of using the Service or clicking on “I Agree”, have the same legal force and effect as a written contract with Your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds.

YOU FURTHER AGREE THAT MAPQUEST MAY PROVIDE NOTICES TO YOU ELECTRONICALLY (1) VIA THE E-MAIL ADDRESS SUBMITTED BY YOU TO MAPQUEST OR (2) BY POSTING THE NOTICE ON http://developer.mapquest.com OR SUCH OTHER WEBSITE DESIGNATED BY MAPQUEST FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by MapQuest, regardless of whether You read the Notice or actually received delivery. You may withdraw Your consent to receive Notices electronically by discontinuing Your use of the Service.

Any notice, approval, request, authorization, direction or other communication to MapQuest under this Agreement shall be sent via U.S. mail (return receipt requested, postage and charges prepaid), or commercial overnight carrier and will be deemed to have been delivered upon receipt by MapQuest. Such notices shall be in English, in writing, and addressed to MapQuest’s Service Manager at 555 17^th Street, Suite 1600, Denver, CO 80202, with a copy to the General Counsel of MapQuest, 22000 AOL Way, Dulles, Virginia 20166.

20. FEDERAL PROCUREMENT. (i) The Service, including without limitation the Service Materials, is a “commercial item” under FAR §2.101 consisting of “commercial computer software” and “commercial computer software documentation” under FAR §12.212 and DFARS §227-7202. Any use, duplication, or disclosure of the Service by the United States Government is governed solely by the terms of this Agreement. Any technical data customarily provided with the Service shall also be governed by the terms of this Agreement pursuant to FAR §12.211. Further, You acknowledge that all items or services ordered and delivered under this Agreement are commercial items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, MapQuest agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212-5(e)(1) (OCT 2003).

21. GENERAL PROVISIONS.

21.1. Entire Agreement. This Agreement constitutes the entire agreement between MapQuest and You with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications between MapQuest and You with respect to such subject matter. No modification or amendment to this Agreement shall be effective unless in writing by MapQuest.

21.2. Choice of Law; Jurisdiction. This Agreement is made under and shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (except that body of law controlling conflict of laws) and specifically excluding from application to this Agreement that law known as the United Nations Convention on Contracts for the International Sale of Goods. MapQuest and You expressly agree that exclusive jurisdiction for any claim or dispute relating to or arising out of this Agreement resides in the state courts in Loudoun County, Virginia and the federal courts of the Eastern District of Virginia (Alexandria Division) and further agree and expressly consent to the exercise of personal jurisdiction in such state and federal courts of Virginia in connection with any such dispute.

PLEASE NOTE THAT BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MAY OTHERWISE HAVE AGAINST MAPQUEST BASED ON THE LAWS OF OTHER JURISDICTIONS; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS THAT YOU MAY HAVE AGAINST MAPQUEST; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

21.3. Severability; Waiver. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either MapQuest or You (as applicable) of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

21.4. Certification; Public Statements. You acknowledge and understand that the Service does not grant You any type or form of certification or approval by MapQuest and that MapQuest will not evaluate or certify the accuracy or quality of any applications You may develop with the Service Materials. Any expression of opinion by MapQuest is for internal discussion purposes only and shall not be communicated to any third parties except as otherwise provided herein. MapQuest reserves the right in the future to institute a review or certification process. You shall not make any public statements regarding the existence of this Agreement or the relationship described herein, without the prior written consent of MapQuest, except as required by law or as otherwise provided for herein. You acknowledge and agree that MapQuest may make any public statements regarding the existence of this Agreement or the relationship described herein, without Your consent.

21.5. Survival. Any term or condition of this Agreement that by its nature would logically survive termination or expiration of this Agreement, including but not limited to protections of proprietary and confidential information, indemnifications, and limitations of liability, shall survive such termination or expiration.

21.6. Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise to bind, the other party.

21.7. Equitable Remedies. You acknowledge and agree that monetary damages may be insufficient to compensate MapQuest for an actual or anticipated breach of this Agreement by You. You agree that in such circumstances MapQuest shall be entitled to seek equitable remedies (including preliminary and permanent injunctions), in addition to any other remedies available to MapQuest at law or hereunder.

21.8. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed by You within one (1) year after such claim or cause of action arose or be forever barred.

21.9. Consent to Further Contacts. You agree that MapQuest may contact You with respect to the Service, this Agreement, any other MapQuest products and services, and in relation to any marketing related-purposes.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND UNDERSTAND AND ACCEPT THESE TERMS AND CONDITIONS, INCLUDING ALL OF YOUR OBLIGATIONS SET FORTH HEREIN. BY REGISTERING FOR THE SERVICE, YOU ACCEPT AND AGREE ELECTRONICALLY TO THESE TERMS AND CONDITIONS.