TSYS PRODUCT END USER LICENSE AGREEMENT
IMPORTANT - THIS IS A LEGAL DOCUMENT. BEFORE ACCESSING OR USING ANY PART OF THE TSYS PRODUCT, YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY AS THEY GOVERN YOUR USE OF THE TSYS PRODUCT. YOUR RIGHT TO ACCESS OR USE THE TSYS PRODUCT IS CONDITIONED ON YOUR ACCEPTANCE AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS, OR OTHERWISE USE THE TSYS PRODUCT.
Capitalized terms used in this Agreement shall have the meaning set forth below:
a. “Information” means the information transmitted to you via the Product Connected Services.
b. “TSYS Product” means TSYS MapKit, NavKit and SearchKit.
2. Polaris’ grant to you of the licenses to the TSYS Product are conditioned upon your agreement to these standard terms and conditions.
3. You acknowledge that the TSYS Product may be interrupted from time to time. You further acknowledge that the TSYS Product is not error-free.
4. You understand that Polaris and its licensors may be required by law enforcement agencies to disclose information regarding your use of the TSYS Product and that Polaris and its licensors will comply with such requests.
5. You agree that the TSYS Product and all upgrades, corrections, and enhancements thereto shall be and remain at all times the property of Polaris and its licensors and/or suppliers (including all copyrights and other intellectual property rights relating thereto). Polaris grants to you a non-exclusive, non-transferable license, without the right to sublicense, to use the TSYS Product, provided you do not copy, adapt, reverse engineer, decompile, disassemble, create derivative works of, or modify any of the Product.
6. You agree to abide by all laws and regulations applicable to the TSYS Product and their content.
7. Polaris may terminate this Agreement with immediate effect by written notice given by Polaris if you commit any material breach of any term of this Agreement that (in the case of a breach capable of being remedied) shall not have been remedied within five (5) business days of a written request to remedy same.
8. POLARIS AND ITS LICENSORS DO NOT MAKE ANY WARRANTIES, TERMS, REPRESENTATIONS OR STATEMENTS WHATSOEVER WHETHER EXPRESSED OR IMPLIED BY STATUTE, CUSTOM, USAGE OR OTHERWISE WITH RESPECT TO THE TSYS PRODUCT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, INTERFERENCE WITH YOUR ENJOYMENT OF THE PRODUCT CONNECTED SERVICES, AND NON-INFRINGEMENT, OF MERCHANTABILITY OR QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE TSYS PRODUCT IS ACCURATE OR COMPLETE, AND ALL SUCH WARRANTIES ARE DISCLAIMED HEREBY. THE TSYS PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU AGREE THAT NO COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE SHALL APPLY TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOUR ONLY REMEDIES IN RESPECT OF ANY CLAIM WHATSOEVER THAT YOU MAY WISH TO BRING AGAINST POLARIS AND ITS LICENSORS ARE AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
9. POLARIS AND ITS LICENSORS SHALL IN NO CIRCUMSTANCES HAVE ANY LIABILITY WHATSOEVER TO YOU FOR:
a. ANY INDIRECT OR CONSEQUENTIAL LOSS OR ANY LOSS OF ACTUAL OR ANTICIPATED PROFIT, REVENUE OR GOODWILL OR LOSS OF USE OF THE TSYS PRODUCT BY YOU OR FOR ANY OF YOUR LIABILITY TO ANY OTHER PARTY OF WHATEVER KIND HOWSOEVER ARISING (INCLUDING BUT NOT LIMITED TO ECONOMIC LOSS, CLAIMS FOR DAMAGES OR AWARDS OR OTHERWISE); OR
b. ANY OTHER LOSS OR DAMAGE SUFFERED BY YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER ARISING IN CONTRACT OR IN TORT OR OTHERWISE AND WHETHER AS A RESULT OF NEGLIGENCE OR OTHERWISE) EXCEPT TO THE EXTENT OF AN AMOUNT EQUAL TO US$1,000; OR
c. ANY TECHNOLOGICAL, ELECTRONIC OR OTHER MALFUNCTIONING OF ANY TELECOMMUNICATIONS COMPUTER OR ELECTRONIC EQUIPMENT ON OR OVER WHICH ANY INFORMATION IS RECEIVED BY OR TRANSMITTED BY Polaris AND ITS LICENSORS.
10. You undertake to indemnify and hold Polaris, its licensors, successors, and affiliates, and, collectively, their respective partners, directors, officers, employees or agents, or anyone else who has been involved in the creation, production or delivery of the TSYS Product (collectively the “Indemnified Parties”) harmless from and against all damages, cost, claims and liabilities (including reasonable attorney’s fees) suffered or incurred by the Indemnified Parties as a consequence of any claims or proceedings made or brought against the Indemnified Parties by any person in connection with your use of the TSYS Product.
11. Polaris and its licensors accepts liability only for (a) death or personal injury caused by Polaris or its licensors’ negligence; or (b) any other direct loss or damage caused by Polaris or its licensors’ gross negligence or willful misconduct. To the extent permitted by law and except for section 11(a), under no circumstances will Polaris and its licensors’ liability under this Agreement exceed US$1,000 for the TSYS Product, regardless of the cause or form of action.
12. You agree that this Agreement is enforceable by Polaris and its licensors.