LOCUS Perform Data — Additional End User Terms

1. Definitions

2. Security

End User shall use industry-standard security practices to safeguard the TomTom Licensed Products and LOCUS Permitted Solutions, monitor its environments for security incidents, and notify LOCUS promptly of any security incidents or vulnerabilities of which it becomes aware. Where feasible, End User shall use suitable encryption for protection of TomTom and LOCUS information.

3. Use Restrictions

3.1 General Restrictions

End User shall not, without the express prior written consent of TomTom and LOCUS:

1. Use the TomTom Licensed Products or LOCUS Permitted Solutions to create any derivative work, competing database, or substitute service by extracting, aggregating, or reutilizing the underlying data;
2. Copy or use the structure and arrangement of the TomTom Licensed Products or LOCUS Permitted Solutions for the creation of a competing product;
3. Reverse engineer, disassemble, or decompile the TomTom Licensed Products or LOCUS Permitted Solutions, or attempt to gain access to their source code;
4. Defeat, bypass, remove, or circumvent any software protection mechanisms;
5. Upload or introduce viruses, malware, or other harmful code in connection with the TomTom Licensed Products or LOCUS Permitted Solutions;
6. Rent, lease, sell, transfer, assign, sublicense, or modify any part of the TomTom Licensed Products or LOCUS Permitted Solutions except as expressly permitted.
7. Such use does not cause the TomTom Licensed Products or LOCUS Permitted Solutions to become subject to a Copyleft License; and
8. Such use does not materially reduce, impair, or negatively impact the accuracy, completeness, integrity, or safety of the TomTom Licensed Products or LOCUS Permitted Solutions.

3.2 AI and Machine Learning

End User shall not apply any machine learning, AI algorithm, or similar process to the TomTom Licensed Products or LOCUS Permitted Solutions where the output of such process would eliminate the need for the TomTom Licensed Products or similar products.

End User shall not use or permit the TomTom Licensed Products or LOCUS Permitted Solutions to be stored or retained in any public reference dataset from which an AI or machine learning process may generate results for delivery to parties other than End User.

For clarity: LOCUS's own use of TomTom data as an input to LOCUS's proprietary analytics models and digital twins, where TomTom data (or similar data) continues to be used as a data input, does not violate this restriction. This restriction is directed at uses that would render the TomTom Licensed Products redundant.

3.3 Traffic Enforcement

End User shall not use the TomTom Licensed Products or LOCUS Permitted Solutions for the purpose of enforcement of traffic laws, including but not limited to the selection of potential locations for the installation of speed cameras, speed traps, or other speed-tracking devices.

3.4 Third-Party Data Layering

End User may layer third-party data on top of the LOCUS Permitted Solutions, provided that:

1. Such use does not cause the TomTom Licensed Products or LOCUS Permitted Solutions to become subject to a Copyleft License; and
2. Such use does not materially reduce, impair, or negatively impact the accuracy, completeness, integrity, or safety of the TomTom Licensed Products or LOCUS Permitted Solutions.

4. Copyright and Attribution

End User shall not remove, obscure, or alter any logo or copyright notice placed on or in the TomTom Licensed Products by TomTom or on the LOCUS Permitted Solutions by LOCUS.

5. Intellectual Property Rights

All Intellectual Property Rights in the TomTom Licensed Products belong to TomTom and its licensors. All Intellectual Property Rights in the LOCUS Permitted Solutions (excluding TomTom's rights) belong to LOCUS and its licensors.

End User acknowledges that the TomTom Licensed Products are the result of substantial investments and are protected by database rights, copyright, and similar protections under applicable law.

Any use by End User of TomTom's trade names, logos, or trademarks requires TomTom's prior written approval. Any goodwill arising from such use inures to TomTom's benefit.

To the extent End User provides feedback or suggestions to TomTom regarding the Licensed Products, End User grants TomTom a non-exclusive, perpetual, worldwide, royalty-free license to use such feedback for any purpose.

U.S. Government End Users: If End User is a U.S. government entity, End User agrees to protect TomTom's Intellectual Property Rights from public disclosure. If End User is required to disclose TomTom IP under any law permitting public access, End User shall notify TomTom in writing prior to such disclosure. If TomTom is unable to comply with such disclosure, this Agreement shall automatically terminate. Any data or software delivered hereunder to the U.S. government is subject to the terms of this Agreement, and the government shall not acquire rights greater than LIMITED or RESTRICTED rights as described in applicable DFARS or FAR.

6. Protection Against Unauthorized Use

End User shall inform LOCUS promptly of any counterfeit or unauthorized use of the TomTom Licensed Products or LOCUS Permitted Solutions of which End User becomes aware. End User agrees to assist TomTom, at TomTom's expense, with protecting TomTom's Intellectual Property Rights. End User shall not institute any suit regarding infringement of TomTom's IP without TomTom's prior written consent.

7. Warranties and Disclaimers

This section contains important warranty disclaimers.

Each party warrants that it has full capacity and authority to enter into and perform this Agreement.

End User warrants that it will not combine the TomTom Licensed Products or LOCUS Permitted Solutions with open source software or other data in any manner that would cause them to become subject to the terms of a Copyleft License.

LOCUS Disclaimer: Except as expressly provided above, the TomTom Licensed Products and LOCUS Permitted Solutions are provided "as is" and "with all faults." LOCUS expressly disclaims all other warranties, express or implied, including the implied warranties of non-infringement, merchantability, accuracy, title, and fitness for a particular purpose.

TomTom Disclaimer: The TomTom Licensed Products are provided "as is" and "with all faults." TomTom and its suppliers expressly disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, accuracy, title, and fitness for a particular purpose.

8. Limitation of Liability

This section limits each party's liability. Please review carefully.

Nothing in this Agreement limits liability for death or personal injury resulting from negligence, gross or willful misconduct, fraud, or any liability that cannot be excluded by law.

LOCUS Aggregate Cap. LOCUS's total aggregate liability in connection with the TomTom Licensed Products and LOCUS Permitted Solutions in any contract year shall not exceed 100% of the amounts paid by End User to LOCUS in respect of such contract year.

Exclusion of Consequential Damages. Neither LOCUS nor TomTom shall be liable for punitive damages, loss of revenue, loss of profit, loss of business, loss of anticipated savings, loss of data, or any indirect or consequential damages, even if advised of the possibility of such damages.

9. Confidentiality

Each party agrees to hold in strict confidence and not to use or disclose the other party's Confidential Information for any purpose other than performing its obligations under this Agreement. Each party shall use at least the same degree of care to protect the other's Confidential Information as it uses to protect its own, but no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

Confidential Information may be disclosed if required by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates to seek a protective order.

10. Term and Termination

These terms remain in effect for the duration of End User's access to the TomTom Licensed Products through LOCUS and for three (3) years following termination or expiration.

LOCUS or TomTom may terminate End User's right to use the TomTom Licensed Products immediately upon written notice if End User breaches any provision of these terms.

Upon termination, End User must immediately cease all use of the TomTom Licensed Products and LOCUS Permitted Solutions, delete all copies in its possession or control, and upon written request provide a signed declaration confirming deletion.