Schedule B

These terms supplement the LOCUS Order Form and apply to the TomTom Traffic Analytics Products incorporated into the LOCUS Product. By executing the LOCUS Order Form, End User agrees to these additional terms.

 

1. Definitions

“TomTom Licensed Products” means the TomTom Traffic Analytics Products that LOCUS is licensed to incorporate into the LOCUS Product.

“Traffic Analytics Products” means the historical traffic speed data and related analytics products provided by TomTom.

“LOCUS Permitted Solutions” means the LOCUS Products and related services created using the TomTom Licensed Products.

“End User” means any entity or person who uses the TomTom Licensed Products or LOCUS Permitted Solutions for its own internal use.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of voting rights.

“Confidential Information” means all non-public information disclosed by or on behalf of a party that is marked as confidential or would reasonably be deemed confidential, including business, financial, commercial, and technical information.

“Copyleft License” means a license that requires, as a condition of use or distribution, that the licensed software or materials be made available in source code form, licensed for derivative works, or redistributable at no fee.

“Intellectual Property Rights” means all patents, copyrights, trademarks, database rights, design rights, and all similar rights worldwide.

“Force Majeure Event” means any event beyond a party’s reasonable control, including natural disasters, hostilities, government action, pandemic, fire, power failure, or labor disputes.

 

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 profits, loss of anticipated savings, loss of business, or any indirect or consequential loss or damage, whether or not foreseeable.

TomTom and Supplier Liability. Neither TomTom, its suppliers, nor their affiliates shall have any monetary liability to End User under or relating to this Agreement.

 

9. Termination

LOCUS may terminate these additional terms immediately upon written notice if: (a) LOCUS’s agreement with TomTom terminates for any reason; or (b) End User is in material breach and fails to cure within fifteen (15) days of written notice.

Upon termination or expiration, End User shall immediately discontinue all use of the TomTom Licensed Products and LOCUS Permitted Solutions, destroy all copies within thirty (30) days, pay all accrued fees, and certify compliance in writing.

 

10. Confidentiality

End User acknowledges that the TomTom Licensed Products are the confidential information of TomTom. End User shall use such information only for its own internal business use and shall not disclose it to third parties without TomTom’s written consent.

Within ten (10) days of request, and in any event upon termination, End User shall return or destroy all Confidential Information of LOCUS and TomTom at LOCUS’s direction.

 

11. General Provisions

Assignment. Neither party may assign or transfer this Agreement without the other party’s prior written consent.

Exclusion of UCC and CISG. The UN Convention on Contracts for the International Sale of Goods and, to the extent applicable, the Uniform Commercial Code are excluded.

Force Majeure. Neither party shall be liable for delay or non-performance caused by a Force Majeure Event, provided that the other party may terminate if the affected party is unable to perform for thirty (30) days or more.

Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

Waiver. Failure to enforce any term is not a waiver. Any waiver must be in writing and signed by both parties.

Survival. Sections 3 (Use Restrictions), 5 (Intellectual Property Rights), 7 (Warranties and Disclaimers), 8 (Limitation of Liability), 9 (Termination, as to post-termination obligations), and 10 (Confidentiality) survive expiration or termination.

Entire Agreement. These additional terms, together with the LOCUS Order Form, constitute the entire agreement between the parties with respect to the TomTom Licensed Products and supersede all prior agreements on this subject.