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NDS AutoDrive Non-Members Package Agreement

This agreement ("Agreement") is a legal agreement between you and Navigation Data Standard (NDS) e.V. (“NDS”) for NDS specifications, software and accompanying material, which is available for download from NDS’s official website ("NDS Protected Material").

By downloading, implementing, installing, copying, or otherwise using this NDS Protected Material, you agree to be bound by the terms of this Agreement. If you do not agree, you have no permission to download, implement, install, copy, or use the NDS Protected Material. The NDS Protected Material is protected by copyright and other intellectual property laws and is licensed, not sold. If you do not agree, you will not have a license or any right of use, and you must not use the NDS Protected Material.

  1. LIMITED LICENSE GRANT
    1. Non-Commercial License for Highly Automated Driving. NDS hereby grants you a non-exclusive, non-transferable, worldwide, limited license under NDS's applicable intellectual property rights to internally review the NDS Protected Material and internally use NDS Protected Material research and development, prototyping, or closed door demonstration purposes, in any case limited to the field of highly automated driving and subject to the restrictions in this Agreement. Sublicensing or distribution of the NDS Protected Material or any derivative work of the NDS Protected Material is prohibited. NDS Protected Material must remain in your possession or under your direct control at any time. Any closed door demonstration must display NDS’s copyright notice and acknowledgement: “Powered by NDS e.V.”
    2. No Patent License. This license grant does not include any patent licenses with respect to any patents of any NDS member that may be required to commercially use or exploit the NDS Protected Material.
    3. Open Source Components. The NDS Protected Material may contain open source components. For the avoidance of doubt, all utilization of open source components is governed by the applicable open source licenses.
  2. RESTRICTIONS
    1. No Distribution. Distribution of the NDS PROTECTED MATERIAL or any derivative work of the NDS PROTECTED MATERIAL is prohibited. For purposes of this Agreement, Distribution also includes any public performance or display, hosting or making available for online download of the NDS Protected Material.
    2. No Commercial Exploitation. You must not use NDS Protected Material or any derivative works in any form for any commercial or operational purposes. Examples of commercial purposes would be running business operations, licensing, leasing, selling or otherwise distributing the NDS Protected Material for use with commercial products, or using the NDS Protected Material or software incorporating, implementing or otherwise utilizing the NDS Protected Material in the marketing, sale, creation or use of commercial products or any other activity with the purpose of procuring a commercial gain for yourself or others. Any use of the NDS Protected Material or any derivative works in any form not explicitly permitted in this Agreement requires the explicit written approval in any single case by the NDS e.V.
    3. No Reverse Engineering; Restrictions. You must not (i) allow others to use or access the NDS Protected Material; (ii) modify, reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the NDS Protected Material or create derivative works of any of them; (iii) rent, lease, loan or otherwise transfer rights to NDS Protected Material; (iv) remove or obscure any notices or markings and that are affixed on or incorporated in the NDS Protected Material. Notwithstanding any other term or condition in the AGREEMENT, you are not entitled and nothing in the AGREEMENT grants you a right or license to distribute the NDS Protected Material or any modification thereof.
    4. Decompilation. Nothing included in these terms limits any non-waivable right to decompile the NDS PROTECTED MATERIAL that you may enjoy under the law. For example, if you are located in the European Union (EU), you may have the right under applicable law to decompile the NDS PROTECTED MATERIAL if it is necessary to do so in order to achieve interoperability of the NDS PROTECTED MATERIAL with another software program and NDS has not made this information available. Under this circumstance, you must first ask NDS in writing to provide the information necessary to achieve this interoperability. In addition, the decompilation may only be performed by you or someone who may use the NDS PROTECTED MATERIAL on your behalf. NDS has the right to impose reasonable conditions before providing the information. You may use the information NDS supplies or that you obtain only for the purpose described in this paragraph. You may not disclose the information to any third party or use the information in a manner that infringes our copyright or a copyright of one or our licensors.
    5. Open Source. You must not combine, link, incorporate or otherwise use NDS PROTECTED MATERIAL with any open source license in a way that would require NDS to make the source code of NDS PROTECTED MATERIAL available or make NDS PROTECTED MATERIAL redistributable at no cost.
    6. Upstream Indemnity. You agree to defend, indemnify and hold NDS and NDS members, their affiliates, including those affiliates’ employees, officers and directors (“Indemnitees”) free and harmless from and against any and all claims, losses, liabilities, costs, damages and expenses (including reasonable attorneys’ fees and expenses) suffered or sustained by, or asserted against, any Indemnitee arising out of or related to the breach of this Agreement or misuse of the NDS Protected Material or any derivative work of the NDS Protected Material.
    7. Independent Development. NDS retains all ownership of the NDS Protected Material, including without limitation all copyrights and other intellectual property rights therein. You agree that any feedback about the NDS Protected Material provided by you to NDS is voluntarily given, and NDS shall be free to use the feedback as it sees fit without any obligation or restriction of any kind, even if the feedback is designated by you as being confidential or proprietary.
  3. WARRANTY AND LIABILITY
    1. Support. NDS has no duty of reasonable care and is not obligated to (and will not) provide technical support for the NDS Protected Material.
    2. Warranty. THE NDS Protected Material IS PROVIDED "AS IS", WITHOUT WARRANTIES. THIS MEANS NO EXPRESS, IMPLIED OR STATUTORY WARRANTY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE NDS Protected Material OR ANY WARRANTY OF TITLE OR NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE NDS Protected Material WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM. SHOULD THE NDS Protected Material PROVE DEFECTIVE, INCORRECT OR INCOMPLETE, YOU ASSUME THE COST OF ANY NECESSARY CHANGES, ADAPTIONS OR CORRECTIONS. 3.3 Liability. IN NO EVENT WILL NDS, ITS MEMBERS, OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, RELATED TO OR ARISING OUT OF THE USE OF THE NDS Protected Material OR INABILITY TO USE THE NDS Protected Material (INCLUDING BUT NOT LIMITED TO IDEMNIFICATION OBLIGATIONS, OR LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF ANY DERIVATIVE WORK TO OPERATE WITH ANY OTHER PROGRAMS OR COMPLIANCE WITH OTHER STANDARDS), TO THE MAXIMUM EXTENT THE LAW PERMITS, NO MATTER WHAT LEGAL THEORY IT IS BASED ON AND WHATEVER THE CAUSE THEREOF, EVEN IF NDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
    3. Legal Effect. If the disclaimer of warranty and limitation of liability provided above under this Section 3 cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the NDS Protected Material. The court should consider that this limitation of relief is a part of the bargain between the parties, in particular that the NDS Protected Material is provided without a license fee and for use by recipient on its own risk. If, notwithstanding any other provisions of this agreement, NDS is found to be liable to you for any damage or loss that arises out of or is in any way connected to your use of the NDS Protected Material, NDS’s entire liability for any damages under this agreement shall be limited to fifty euros (EUR 50).
    4. CONFIDENTIALITY All NDS Protected Material is proprietary and confidential. You hereby agree that you will use the same solely in accordance with the provisions of this AGREEMENT and that you will not at any time during or after expiry or termination of this AGREEMENT, disclose the same, whether directly or indirectly, to any third party without NDS’s prior written consent. You agree to hold the NDS Protected Material in confidence and trust and to take reasonable steps to protect the NDS Protected Material and any access from misappropriation or misuse.
  4. TERMINATION
    1. Breach of Contract. The license granted under Section 1 is subject to your full acceptance of this Agreement. This Agreement will terminate immediately without notice of NDS upon the commercial use, any distribution of the NDS Protected Material, or in case of any other breach the Agreement or act outside the scope of the licenses granted above in Section 1. If you breach this Agreement or if you sue anyone over patents that you think may apply to or read on the NDS Protected Material or any subsequent version of the NDS Protected Material, or anyone's use of the NDS Protected Material or any subsequent version of the NDS Protected Material, this Agreement (and your license and rights obtained herein) shall terminate automatically.
    2. Termination for Convenience. This Agreement can also be terminated by NDS in writing at any time without cause.
    3. Effect of Termination. Upon termination, you will cease any use of the NDS Protected Material and any derivative work thereof, and promptly return to NDS, or certify destruction of, all full or partial copies. Sections 2 to 6 of this Agreement shall survive any termination of this Agreement.
  5. MISCELLANEOUS
    1. No Assignments. The AGREEMENT may not be assigned nor transferred by you without prior written consent from NDS.
    2. Export Control. You agree to comply with export control laws and regulations, and to obtain licenses to export, re-export or import the NDS Protected Material.
    3. Non-waiver. No failure to exercise nor any delay in exercising by either party to the AGREEMENT of any right, power, privilege or remedy under the AGREEMENT shall impair or operate as a waiver of such right, power, privilege or remedy.
    4. Law and Jurisdiction. The AGREEMENT shall be governed by, construed and interpreted in accordance with German law, excluding its rules for choice of law and the United Nations Convention on Contracts for the International Sale of Goods. Any disputes relating to or arising in connection with this AGREEMENT shall be finally settled in arbitration conducted under the Arbitration Rules of the International Chamber of Commerce (ICC), by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Wolfsburg, Germany and the language to be used in such proceedings shall be English or – if the parties choose - German. The award shall be final and binding upon the parties and enforceable in any court of competent jurisdiction. Nothing in this AGREEMENT shall be deemed to limit the right to seek interim injunctive relief or to enforce an arbitration award in any court of law.
    5. Severability. If any provision of the AGREEMENT is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of the AGREEMENT in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of the AGREEMENT shall not be affected in any other jurisdiction. Any provision that is held to be illegal, void, invalid or unenforceable will be replaced by a provision that most closely carries out the intention of such provision but that is legal, valid and enforceable.