Annex III
LICENSING TERMS FOR THE END USER LICENSE AGREEMENT

The Licensee must include the following terms in its End User license agreement (“EULA”).

RESTRICTIONS:
• The License is granted for the End User’s internal business or for personal use only and not for transfer, distribution, or disclosure to third parties or use for the benefit of third parties
• Use is restricted to the authorized number of concurrent users, servers, subscribers, or transactions, as applicable

PROHIBITIONS:
• Operation of a service bureau or any other use involving the processing of data of other persons or entities
• Use of the Licensed Products other than (1) with software provided by the Licensee; or, if applicable, (2) while connected to the Licensee’s website
• Assignment, time-sharing, lend or lease, or rental of the Licensed Products
• Title to or any ownership interest in the Licensed Products passing to the End User or any other party
• Deriving or attempting to derive the structure of the Licensed Products
• Use, duplication (except for a single archival copy), reproduction, disclosure, publication, distribution, or transfer of the Licensed Products other than as specifically allowed
• The removal or obscuring of any copyright, trademark notice, or restrictive legend
• The modification or creation of derivative works of the Licensed Products
• Use of the Licensed Products to provide competitive information about TA or the Licensed Products to third parties
• Creation of a derivative product that competes with the Licensed Products

ADDITIONAL CLAUSES TO BE INCORPORATED BY THE LICENSEE:
1. Include a provision whereby TA is a third party beneficiary of the Licensee’s rights under the EULA, but is not a party thereto and shall have no obligations thereunder.
2. Disclaim, to the extent permitted by applicable law, TA’s liability for any damages, or loss of any kind, whether special, direct, indirect, incidental, or consequential, arising from the use of the Licensed Products.
3. Disclaim all warranties of TA, whether express or implied, including but not limited to, the implied warranties of non-infringement, merchantability, completeness, accuracy, and fitness for a particular purpose.
4. Require the End User to acknowledge that the Licensed Products include confidential and proprietary information and materials and may include trade secrets, and that the End User agrees to hold the Licensed Products in confidence and in trust.
5. Require the End User to comply with all applicable export laws and regulations of the United States / the European Community.
6. (Only applicable to United States data). The following must be included: RIGHTS OF THE UNITED STATES GOVERNMENT. If the End User is an agency, department or any other body of the United States Government, or is financed, fully or partially, by the United States Government, utilization, reproduction, publication, alteration or transfer of this commercial product and the accompanying documentation shall be restricted pursuant to FAR 12.212 and DFARS 227/7202 and by a license agreement. The seller/supplier is Tele Atlas North America Inc., 1065 Adams Drive, Menlo Park, CA 94025, (650) 328-3825. The Licensed Products are © 1984-2003 by Tele Atlas N.V. and Tele Atlas North America, Inc. ALL RIGHTS RESERVED. With regard to any existing provisions or disclosure/publication, irrespective of whether under federal or national or local law, it is agreed that the Licensed Products are a trade secret and a protected commercial product and as such are not subject to disclosure.
7. (Only applicable to United States data). The following must be included: If the End User is an authority, a department or other body of the United States Government, or is financed, fully or partially, by the United States Government, the End User agrees to keep the Licensed Products out of the public domain and to regard the Licensed Products as exempt from the provisions of any statutes, laws, regulations or codes, including the Sunshine Act, Public Records Act, Freedom of Information Act or its equivalent, which would permit public access to and/or reproduction or utilisation of the Licensed Products. If this exemption is annulled by any of the foregoing Act, this will be deemed to be a breach of the EULA and all rights to make copies or to utilize the Licensed Products will be deemed to be null and void with immediate effect. All copies of the Licensed Products in the possession of the Licensee shall be destroyed immediately. If a competent court of law considers this clause to be inapplicable or unenforceable, this EULA will be deemed to be terminated and to be null and void in its entirety, and all copies of the Licensed Product shall be destroyed immediately.

LICENSING TERMS FOR THE END USER LICENSE AGREEMENT
9. In addition to the preceding provision on page one (1) of this Annex III, the following conditions shall apply as 9A, B, C and D. 
9.A. Tele Atlas MultiNet™ CAN, if the Licensee licenses the Tele Atlas MultiNet™ CAN to the End User, the Licensee must also include the following conditions in his EULA with the End User:
1. The Licensee shall agree not to remove or conceal any text relating to copyright, the registered trademark or other intellectual property of DMTI Spatial, Inc.
2. All liability on the part of DMTI Spatial, Inc., Her Majesty, Sovereign of Canada, the Ministry of Natural Resources, express or implicit, including but not limited to implied liability for infringement of registered trademarks, merchantable quality, completeness, freedom from defects, and warranty of fitness for purpose, is excluded. 
3. All liability on the part of DMTI Spatial, Inc., Her Majesty, Sovereign of Canada, the Ministry of Natural Resources for their respective administrators, employees and agents, for  the Tele Atlas MultiNet™ CAN data is excluded. 
4. The End User is not permitted to change the attributes or vectorial geometry of any of the Tele Atlas MultiNet™ CAN data.
5. The End User shall indemnify DMTI Spatial, Inc., Her Majesty, Sovereign of Canada, the Ministry of Natural Resources and their respective administrators, employees and agents from and against all lawsuits, claims or actions, irrespective of the nature of the reason for the lawsuit, claim or action and which result in losses, costs, expenditure, detriment or injury (including fatal injuries resulting in death), and which are the consequence of the utilisation of the Tele Atlas MultiNet™ CAN data. 
9B. Tele Atlas MultiNet™ data of Great Britain.  In addition to the provisions described above on page one (1) of this Annex III, if the Licensee licenses the Tele Atlas MultiNet™ data of Great Britain to an End User, the Licensee must also include the following terms in its EULA with the End User:
1. The Licensee shall prohibit the removal of obscuring of any copyright, trademark or restrictive legend belonging to Ordnance Survey.
2. Disclaim all warranties of Ordnance Survey, whether express or implied, including but not limited to, the implied warranties of non-infringement, merchantability, completeness, accuracy, and fitness for a particular purpose.  Require the End User to acknowledge that Ordnance Survey makes no warranty and gives no representation that the Tele Atlas MultiNet™ data of Great Britain is complete, accurate and/or up to date and it is an essential condition of the EULA that the End User accepts the Tele Atlas MultiNet™ data of Great Britain on that basis.
3. Disclaim all liability for Ordnance Survey with respect to the Tele Atlas MultiNet™ data of Great Britain.
4. Prohibit the End User from using the Tele Atlas MultiNet™ data of Great Britain in any printed, published form that results in Derivative Products to be distributed freely or sold to the public without the prior permission of Ordnance Survey.
5. Require the End User to indemnify Ordnance Survey from and against all claims, demands or actions, irrespective of the nature of the cause of the claim, demand or action alleging loss, costs, expenses, damages or injuries (including injuries resulting from death) arising out of the use of the Tele Atlas MultiNet™ data of Great Britain.
9.C. Tele Atlas MultiNet™ data of Denmark.  In addition to the provisions described above in page one (1) of this Annex III, if the Licensee licenses the Tele Atlas MultiNet™ data of Denmark to an End User, the Licensee must also include the following terms in its EULA with the End User:  Prohibit the End User from using the Tele Atlas MultiNet™ data of Denmark to create maps within telephone books, telephone books or other products similar to telephone books (e.g. directories), including such products in digital form.
9.D. Tele Atlas MultiNet™ data of Norway.  In addition to the provisions described above in page one (1) of this Annex III, if the Licensee licenses the Tele Atlas MultiNet™ data of Norway to an End User, the Licensee must also include the following terms in its EULA with the End User:  Prohibit the End User from using the Tele Atlas MultiNet™ data of Norway to create general purpose printed or digital maps, which are similar to the basic national products of the Norwegian Mapping Authority.  (Any Derivative Product of the Tele Atlas MultiNet™ data of Norway shall be regarded as similar to the basic national products of the Norwegian Mapping Authority if such Derivative Product has a regional or national coverage, and at the same time has a content, scale and format that are similar to the basic national products of the Norwegian Mapping Authority.)


