VIAMICHELIN WEB SERVICE EVALUATION TERMS AND CONDITIONS

1. DEFINITIONS
   
   "Party" or collectively "the Parties" means, according to the context, ViaMichelin or Company or ViaMichelin and Company.
   
   "Agreement" means the present evaluation terms and conditions.
   
   "ViaMichelin Web Service(s)" or "Web Service(s)" mean the programmable set of location based services (Mapping, Geocoding, Proximity Search, Route Calculation, XY<->PIXEL Conversion) that can be accessed over the Web, and integrated as component of internet enabled enterprise applications.
   
   "Company's Application " or " Application" means the enterprise application developed and/or operated by Company that can be reached through a computer and/or mobile device (smart phones, embedded devices such as a fleet management solution, a multi-channel portal, a call center application, a customer relationship management application, an expenses management solution...
   
   "Content" means the content such as maps, driving directions, POI, and other location content and data derived from use of the ViaMichelin Web Service.
   
   "Points Of Interest (POI)" means data that contains information about locations classified according to categories, including but not limited to business addresses, airports, parks, and other locations.
   
   "API" means the Application Programming Interface between ViaMichelin's servers and Company's servers that enables the supply of the ViaMichelin Web Services to Company.
   
   "Authorized Users" means Company's employees and/or agents appointed by Company and authorized by ViaMichelin for the purpose of testing the ViaMichelin Web Services through Company's Application.
   
   "Request" means a single demand of information made by an Authorized User through the API.




2. SUBJECT MATTER OF THE AGREEMENT
   
   The subject matter of this Agreement is to define the terms and conditions under which ViaMichelin grants Company a free of charge evaluation access to the ViaMichelin Web Services, on a non-exclusive and revocable basis, during the term defined in article 4 hereafter.




3. EVALUATION USE OF THE VIAMICHELIN WEB SERVICES



1. Authorised Use


Company shall be entitled to integrate the ViaMichelin Web Services into Company's Application for the Authorized Users to test and evaluate the ViaMichelin Web Services.

Such evaluation shall be limited to a maximum number of 1000 (one thousand) Requests over the period of time defined in article 4 hereafter.


2. Limitations of Use – Proprietary Notices


Company shall not use the ViaMichelin Web Services in order to copy, download, store, publish, archive, transfer, transmit the Content except when necessary for Company to evaluate the ViaMichelin Web Service.

Company shall not sell, rent, lease, lend, time-share, assign or transfer any right to use the ViaMichelin Web Services to any third-party.

Company shall not store the results derived from the use of the ViaMichelin Web Services for the purpose of creating a value-added web-enabled application that Company would resell, license or otherwise distribute to third-parties. Company shall not create and/or sell a database issued from the Content.

Company shall not use the ViaMichelin Web Services in any manner that threatens performance, and availability of the ViaMichelin Web Service. Company undertakes among others to preserve integrity of the Content and not to alter nor modify any portion thereof.

Company shall not reverse engineer, decompile or disassemble the ViaMichelin Web Services except to the extent such activity is permitted by applicable law notwithstanding this restriction, in order to protect ViaMichelin or its suppliers' trade secrets and proprietary information contained in the ViaMichelin Web Services.

Company shall not use the ViaMichelin Web Services for any commercial purpose. Company shall not create derivative services of the ViaMichelin Web Services or add value to the ViaMichelin Web Services and thereafter resell or otherwise distribute those derivative services as its own services.

Company acknowledges that the ViaMichelin Web Services and Content may contain proprietary notices, copyrights and logos of ViaMichelin and/or its suppliers, and agrees not to remove, modify (including adding to), minimize, obscure or block such notices, copyrights or logos.


3. Unlawful prohibited use


Company shall not use the ViaMichelin Web Services in connection with the transmission, sale, license or delivery of any infringing, defamatory, offensive or illegal products, services, contents or materials.

Company shall not use the ViaMichelin Web Services for illegal communications (junk e-mail, spamming, chain letters).


4. Account Access


ViaMichelin will provide Company with unique access credentials in order to enable the Company Application to access the ViaMichelin Web Services.




4. TERM AND TERMINATION



1. Term


This Agreement will become effective on the date Company ticks the appropriate "acceptation box" in the evaluation form and will continue in full force and effect for a period of 45 (forty-five) days from the first trial Request made by Company.

It is expressly agreed between the Parties that if Company has not made its first trial Request in a period of 90 (ninety) days following acceptation by Company of the Agreement by ticking the above-mentioned box, the Agreement shall become null and void.


2. Termination for breach


In the event that Company fails to comply with any material obligation of this Agreement, ViaMichelin shall have the right to terminate this Agreement, without prior notice and without prejudice of any and all other remedies and/or damages that ViaMichelin may be entitled to obtain from Company.


3. Termination's consequences


Upon expiration or termination of this Agreement for whatever reason, Company will immediately cease to use the ViaMichelin Web Service.

Company undertakes to destroy and/or return to ViaMichelin all Contents that Company would have stored within the context of the use of the ViaMichelin Web Service.



5. INTELLECTUAL PROPERTY RIGHTS




1. All title and intellectual property rights in and to the ViaMichelin Web Service (including but not limited to the Content, API, maps, directions, (x;y) coordinates and any images, photographs, animations, video, audio, music, text, and "applets," if any) are owned or under license by ViaMichelin. This Agreement grants Company no rights to any such intellectual property rights except for the limited rights of use expressly granted herein in article 3.


Nothing herein is intended to grant Company any rights to ViaMichelin's logos, marks, or other intellectual property except as expressly stated herein, and Company will not use any logo or trademark of ViaMichelin in any manner or for any purpose without the prior written approval of ViaMichelin.


2. Company shall retain sole title and ownership to all data that it makes available to ViaMichelin under this Agreement for the purpose of the provision and improvement of the Web Services by ViaMichelin.



3. Company and ViaMichelin undertake to inform each other immediately upon becoming aware of any infringing act or any misappropriation of the other Party's intellectual property.


If any infringement affects the Contents, Company shall provide ViaMichelin, to the extent necessary, with the right to assume the control of the legal action or suit aiming to stop the infringing acts, and any benefits therefrom shall accrue to ViaMichelin, provided that ViaMichelin assumes all costs and expenses related to such action or suit.


4. You and ViaMichelin undertake to inform each other immediately upon becoming aware of any infringing act or any misappropriation of the other Party's intellectual property.


If any infringement affects the contents, You shall provide ViaMichelin, to the extent necessary, with the right to assume the control of the legal action or suit aiming to stop the infringing acts, and any benefits therefrom shall accrue to ViaMichelin, provided that ViaMichelin assumes all costs and expenses related to such action or suit.


6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY


The ViaMichelin Web Service is provided "as is" without warranty of any kind. Unless otherwise explicitly stated, the ViaMichelin Web Services are not intended for use in any mission critical application. To the maximum extent permitted by law, any and all warranties of any kind whatsoever, including implied or statutory warranties, including but not limited to those of merchantability, fitness for a particular purpose, title or non-infringement, accuracy or completeness of responses, results, reasonable car or workmanlike effort, lack of negligence, or of lack of viruses, all with regard to the ViaMichelin Web Services are expressly excluded. ViaMichelin makes no warranty that the ViaMichelin Web Services will operate properly as integrated with Company's Application.

ViaMichelin will not be liable for any direct and consequential, incidental, indirect, economic or punitive damages whatsoever (including but not limited to damages for loss of business or personal profits or confidential information, business interruption or any other pecuniary loss) arising out or in any way related to the use of or inability to use the ViaMichelin Web Services, even if ViaMichelin has been advised of the possibility of such damages.

ViaMichelin doesn't garantee that :
1) The service will meet your requirements
2) The service will be uninterrupted, secure or bug-free
3) The result that may be obtained from the use of the service will be accurate or reliable
4) Any error in the service will be corrected


7. PRIVACY


Both Parties may collect and use personal information while providing and evaluating the ViaMichelin Web Service.
Both Parties strictly undertake to process and store the personal information that they may collect in compliance with French law n° 78-17 dated 6th January 1978 "Informatique et Libertés" and with the provisions of Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.


8. CONFIDENTIALITY


Both before and after the termination of this Agreement, ViaMichelin and Company shall keep in confidence and prevent the use or disclosure to any person (excluding consultants, independent contractors or agents outside their respective organizations who have agreed to the confidentiality obligations of this Agreement) of all data or information or technology marked "Confidential" and exchanged between the Parties. The disclosing Party shall identify and reduce to writing any visual or oral disclosure of such confidential information and provide such writing to the other Party within thirty (30) days of such disclosure, along with an appropriate stamp or legend clearly indicating that the information is of a confidential nature, and such data shall be treated in confidence by the receiving party.

Confidential information shall not include information that:
- is or becomes available to the public without breach of this Agreement;
- is known to the receiving party at the time of the disclosure;
- is disclosed by a third party, who, to the reasonable knowledge of the receiving party, is not bound by any obligations of confidentiality with respect to the disclosed information;
- is independently developed by the receiving party; becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement; or
- is required by law.

Neither Company nor ViaMichelin shall be liable for inadvertent, accidental or mistaken use or disclosure of information obtained under this Agreement, so long as it has undertaken to preserve the confidentiality of the information and has in no event used less than the precautions it takes to safeguard its own confidential information of similar importance.

Each Party understands that the other Party may currently or in the future develop information internally, or receive information from third parties that may be similar to disclosed confidential information under this Agreement. Accordingly, nothing in this Agreement will be construed as a representation or provide an inference by either Party that it will not develop products, or have products developed for it, or enter into joint ventures, alliances, licensing or other business arrangements that without violation of this Agreement compete with products or systems embodying confidential information under this Agreement.

Company shall not disclose the results of performance / tests run on the ViaMichelin Web Services without ViaMichelin's prior consent.


9. MISCELLANEOUS


Company may not sell, transfer, assign, delegate this Agreement or any other rights and obligations under this Agreement.

Company agrees that at the end of the evaluation period, ViaMichelin is under no obligation to enter into an agreement with Company.

This Agreement shall be governed and construed in accordance with French law. Any dispute arising out of or in connection with this Agreement shall be resolved amicably. If the Parties fail to reach an amicable settlement, the dispute shall be resolved by the Courts of Nanterre - France.