AA End User Flow Down Terms

1 DEFINITIONS

AA Data means any extract from the AA’s database of mapping which may have been enhanced by processing, restructuring or the addition of more information by CACI. Additional Census information is provided in some instances.

Commercial Purposes means any purposes which seek to exploit the AA Data for Financial Gain or any purpose which is or is likely to place the use of the AA Data in competition with a third party who is seeking to exploit AA Data licensed from AA for Financial Gain or for any other purpose.

Customer means You, a party who has entered into this licence with CACI and is identified as “the Client” at Schedule A of this Agreement.

Display means a single, static image with no size restriction, for example on display boards or on the Internet.

Financial Gain means a benefit accruing where the Customer or any third party used by, or connected to, the Customer receives any revenue or credit for the publication or use of any AA Data in any format.

Promotion(al) means bringing any product or service to the attention of actual or potential customers and where multiple copies are made in any media, the total map area at scale must not exceed A3 or 1250 square centimetres size.

Excluded Bodies means any of the following:

(i) Central government departments, Crown bodies and non-departmental public bodies;

(ii) Local authorities;

(iii) Other public sector organisations (including companies in public ownership);

(iv) Utility companies managing fixed assets as follows:

– Gas companies

– Electricity companies

– Water companies

– Cable operators

– Oil companies

– Fixed line telecommunications companies.

2 INTERNAL BUSINESS USE

2.1 Internal Business Use is defined as the use of AA Data in the ordinary day-to-day activities involved in the internal administration and running of the Customer’s business or organisation.

2.2 Such use of AA Data is ONLY permitted in the following circumstances:

2.2.1 solely and explicitly for the administration and operation of the Customer’s business or organisation (which excludes its supply to any third party unless expressly permitted in this Schedule);

2.2.2 in reports and submissions to third parties (where such activities relate to the internal administration and running of the Customer’s business or organisation and the Customer shall advise such third parties that such AA Data shall not be used for any other purpose), provided such reports and submissions do not carry paid for advertising in respect of third parties. Such use shall include electronic transmission of a graphic image that is a raster data file produced solely for the purposes of allowing such third party to view and print one copy;

2.2.3 by the Customer’s contractors and agents when undertaking any activity for the Customer which the Customer is permitted to undertake itself under this Schedule but solely and explicitly to provide the AA Data for the purpose of enabling them to provide goods or services to the Customer or to tender for the provision of such goods or services. The Customer must require such contractor or agent to sign a contractor licence with the Customer in the form of the Contractor Licence. The Customer must enforce the provision in such Contractor Licence, which requires the contractor or agent to erase all copies of AA Data on or before termination of such Contractor Licence. This must include those held in paper based or any electronic format, provided that the Customer may permit such contractor or agent to retain, for archive purposes only, one paper based copy of AA Data which is relevant and necessary to document the goods or services delivered to the Customer;

2.2.4 where AA Data are available on an internal network or on a remotely accessible server operated by an electronic hosting service, the Customer must either take steps itself or enter into a written agreement in relation to the facilities provided by the electronic hosting service to provide for appropriate industry standard safeguards restricting third party access to any data of the Customer’s which include or incorporate any AA Data;

2.2.5 within any professional services provided by the Customer to its clients, provided that

(a) the provision of AA Data is not a service in itself and does not form a significant part of any service offered by the Customer;

(b) AA Data may be provided only in paper form or by electronic transmission of a graphic image that is a raster data file produced solely for the purposes of allowing the recipient to view and print one copy;

(d) the use to which such clients shall put the AA Data shall be personal (in the case of a consumer client) or for the administration and operation of its business (in the case of a business client);

provided that the rights referred to in this Section 2.2.5 shall only apply where the Customer is not an Excluded Body; and

2.2.6 where paper copies of 1:50,000 scale and 1:10,000 scale AA Data are taken, such copies shall be limited to A3 or 1250 square centimetres size or smaller.

2.3 For the avoidance of doubt the permission of AA for such supply of AA Data to third parties as specified in Section 2.2.3 above is given on the basis that the Customer remains responsible and primarily liable to AA for the acts and omissions of such contractors and agents.

2.4 Such use does NOT extend to use of the AA Data:

2.4.1 by any associated undertaking of the Customer, including associated, subsidiary, affiliated, holding or any parent or group companies or any other undertaking (save to the extent such associated undertaking is acting as a contractor or agent providing services pursuant to Section 2.2.3 or is a client for professional services pursuant to Section 2.2.5); or

2.4.2 save in the case of contractors and agents providing services pursuant to Section 2.2.3 or provision of professional services pursuant to Section 2.2.5, for any Financial Gain or Commercial Purposes of the Customer, whether the AA Data are used on their own or in combination with any products or services of the Customer or which convey any Financial Gain for the benefit of any person other than the Customer or its employees.

3 CONDITIONS OF USE FOR PUBLISHING FOR DISPLAY AND/OR PROMOTIONAL PURPOSES

3.1 Subject to the restrictions in Section 3.2 below, AA Data must not be used for any paper publishing purposes for example and without limitation, books and atlases unless agreed otherwise, but the AA Data may be published for Display and/or Promotional purposes provided there is no Financial Gain but only:

3.1.1 as a background to display information specific to the Customer’s activities; or

3.1.2 to promote the Customer’s commercial or public services, provided that the use of AA Data is secondary to the Customer’s services or business activities and is not a service or business activity in itself; or

3.1.3 in order to provide directional guidelines on how to locate the Customer’s premises or a location relevant to the Customer’s day-to-day business activities.

3.2 The following conditions apply to the publishing of the AA Data for Display and/or Promotional purposes by the Customer:

3.2.1 the correct AA Database right, copyright, trademark acknowledgements and licence number must be used. Acknowledgements are always required and each individual image using AA Data must contain the appropriate acknowledgement(s). Non‑compliance will be regarded as a breach of your obligations under this Schedule and, without prejudice to any other rights, may incur royalties at our normal commercial use rates;

3.2.2 the Customer must overlay outputs generated using the AA Data with information that is specifically relevant to the purpose of the Display and/or Promotion. Use of AA Data in this manner must only be to demonstrate the services or activities to which the AA Data makes a significant contribution. AA Data must not be published on their own or in any format or as the primary or dominant part of any Display and/or Promotion and must always be combined with appropriate additional information relating to the Customer;

3.2.3 a visible background watermark to identify the source of the publication may be required by AA. This is a mandatory requirement when publishing AA Data electronically. The Customer shall choose its own method of applying a watermark from suitable alternatives. The purpose of the watermark is not to obscure or change the meaning of the Customer’s message, but to establish the source of the material and to deter its use for other purposes;

3.2.4 when using the AA Data, whether in paper or electronic format, the Customer is to include a brief statement of the purpose of the publication and the reason why mapping information is included together with limitations for its further use. This can be placed anywhere within the document;

3.2.5 the Customer shall use all reasonable endeavours to prevent the improper use of the AA Data by its staff or any third parties;

3.2.6 only such amounts of AA Data may be used as are necessary to meet the specific need for which they are used;

3.2.7 AA Data must not be published in their original condition either in paper or electronic form. Any publication, both paper and electronically, must feature such additional elements or content as are specifically relevant to the purpose to which they are put. Such additional content must be provided by the Customer and unless otherwise agreed with AA must be sufficiently significant to render the underlying AA Data unusable for any other purpose. When published electronically this additional content must be incorporated into the AA Data in a manner which does not allow them to be separated from each other unless expressly agreed in writing by AA; and

AA Data must not be published electronically in a manner which will allow vector map data to be extracted from the published materials. For the avoidance of doubt, this means in whole, part or derived vector data.

4 CENSUS TERMS

4.1 The following terms of this clause 5 only apply if your AA Data includes Census information. This licence grants you the right to access, re-use and publish the Census output or Derived Census output in accordance with the terms set out in this agreement and the additional terms stated below:

4.1.1 Crown Copyright means that Census output remains crown copyright

4.1.2 The following copyright statement should be featured if you publish Census output, “Census output is Crown copyright and is reproduced with permission of the Controller of HMSO and the Queen’s Printer for Scotland”

4.1.3 Source means that the source of the material should be prominently displayed whenever the Census output is published e.g. “Source: 2001 Census Area Statistics”

4.1.4 Confidentiality means that Census output incorporates safeguards against possible identification of any particular person or household. The licencee shall not use the output to attempt to obtain or derive information relating specifically to an identifiable individual or household, nor claim to have obtained or derived such information

5 STATUTORY USE

5.1 For the purpose of this Schedule:

5.1.1 Statutory Obligation means an express written obligation imposed by an Enactment upon the Customer, which requires the use of the AA Data to meet that obligation. This does not include a general obligation which does not specifically refer to a product or service which is to be delivered by the Customer; and

5.1.2 Enactment means a statute or act of the Parliament of Great Britain and Northern Ireland or of the Scottish Parliament or of the National Assembly for Wales or a statutory instrument or other delegated legislation, including without limitation any such enactment made after the date of this Agreement.

5.2 The Customer is permitted to use AA Data to meet a Statutory Obligation.

5.3 The Customer is NOT permitted to exploit the AA Data in any way for Commercial Purposes or for Financial Gain other than as expressly provided in this Schedule, except pursuant to a separate licence agreement from AA permitting such activities.

5.4 Only such amounts of AA Data may be used as are necessary to meet the specific need for which they are used;

5.5 AA Data must not be published in their original condition either in paper or electronic form. Any publication, both paper and electronically, must feature such additional elements or content as are specifically relevant to the purpose to which it is put. Such additional content must be provided by the Customer and must be sufficiently significant to render the underlying AA Data unusable for any other purpose. When published electronically this additional content must be incorporated into the AA Data in a manner which does not allow them to be separated from each other.

5.6 AA Data must not be published electronically in a manner which will allow vector map data to be extracted from the published materials. For the avoidance of doubt, this means in whole, part or derived vector data.

5.7 Where paper copies of 1:50,000 scale and 1:10,000 scale AA Data are taken, such copies shall be limited to A3 or 1250 square centimetres size or smaller.

5.8 The Customer may provide copies of AA Data to any other customer of AA which has a Statutory Obligation and which is a party to an agreement with AA by which such customer is licensed on specific terms to use AA Data, provided that:

5.8.1 it shall advise such customer that any such AA Data shall only be used under the terms of such customer’s agreement with AA in relation to such customer’s right to meet what in this Agreement is described as a Statutory Obligation;

5.8.2 it shall include with the media embodying such AA Data a notice in terms approved by AA stating that the media contains mapping AA Data which are the property of the Crown and that any unlawful use or copying other than for the purposes of viewing and printing is prohibited.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 The Customer acknowledges that all intellectual property rights in the AA Data are owned by and shall at all times remain vested in CACI and/or its third party licensors and the Automobile Association Developments Limited.

6.2 The Customer shall reproduce and include on any copy, reproduction, publication or display the AA Data whether in whole or in part and in whatever format (machine readable or human readable) the copyright acknowledgement © Automobile Association Developments Limited 2010 All rights reserved. Contains Ordnance Survey data © Crown copyright and database right 2010, together with all other relevant copyright notices notified by AA, OS or relevant Third Parties pursuant to Clause 7.3 of the Agreement. Clause 5 will also apply.

6.3 The Customer shall comply with the copyright, branding and trademark requirements of the AA and OS and any other Third Parties who’s Intellectual Property is Incorporated in the AA Data. Details must be requested when necessary.

7 WARRANTIES

7.1 CACI does not guarantee the accuracy, completeness or delivery of the AA Data and shall not be held responsible for any errors or omissions. This is due to the quantity of detailed matter dealt with in compiling the mapping and other data and the fact that the mapping and other data may be supplied from sources not controlled by CACI which cannot always be verified as being free from errors. CACI shall not be liable for any reliance placed on AA Data or for any loss or damage resulting from any inaccuracy or incompleteness or from their use by any Customer and CACI excludes to the fullest extent permitted by law all warranties, terms, conditions, guarantees and undertakings implied by common law, statute or otherwise in relation to the accuracy, completeness and fitness for purpose of the AA Data. Liability is not excluded for fraud or for personal injury or death caused by CACI’ negligence.

8 NO LIABILITY FOR CONSEQUENTIAL LOSS

8.1 To the maximum extent permitted by law we shall not be liable for any indirect or consequential loss, damages or expense of any kind whatever and however caused whether arising under contract, tort (including negligence) or otherwise (including without limit damages for loss of business profits, business interruption, loss of business information, loss of or corruption to data, loss of contracts, loss of production, loss of goodwill or anticipated savings or other consequential loss) arising out of the use of or inability to use the AA Data even if CACI has been advised of the possibility of such damages.

8.2 We accept liability for fraud, and for personal injury or death caused by negligence and that of its employees and authorised sub-contractors and agents

8.3 Your liability for infringement or breach of intellectual property rights in or related to the AA Data will be unlimited.

8.4 Excepting sections 9.2 and 9.3 of this clause 9, the total and aggregate liability of either party in connection with this Agreement will not at any time exceed an amount equal to the Licence Fee and any update fee.

8.5 The provisions of this Clause shall survive any termination of this Agreement.

9 FURTHER PROVISIONS

9.1 CACI reserves the right for CACI and its authorised representatives to inspect the Customer’s compliance with financial and intellectual property aspects of each licence and to take copies. This right shall survive for a period of six months following termination of this Agreement. Any discrepancies discovered in the statements returned should be due for immediate settlement.

9.2 The End User Licences is governed by and construed in accordance with English law.

9.3 Nothing in these End User terms and conditions shall affect the statutory rights of any person dealing as a consumer.

9.4 This Agreement may be terminated by either party by written notice to the other (a) in the event of an irremediable breach of any material obligation of this Agreement by the other provided that such breach is not beyond the party’s control, (b) if, a breach reasonably capable of remedy is not remedied by the party in default within 30 days of receiving written notice from the party not in default or (c) if either party ceases to trade, enters into composition with its creditors or if a receiver or liquidator is appointed in respect of its assets (save for the purposes of a voluntary reconstruction or amalgamation). Termination shall be without prejudice to any other right or remedy which may have accrued prior to the termination.

Europa Technologies flow-down terms

This is a legal agreement between you, the end user, and Europa Technologies Limited, a company registered in England under number 02535338. By signing this Amendment or by breaking the seal and opening the media package you are consenting to the terms of this Licence. If you do not agree to the terms of this non-exclusive Licence Agreement, DO NOT SIGN THIS AMENDMENT OR OPEN, INSTALL OR USE THE PRODUCT. For a full refund, return the unopened media package and all accompanying material within 7 days to the place where you obtained them.

Rights: This Licence Agreement gives you certain limited rights to use the Product and any technical information also provided. All rights not specifically granted in this Agreement are reserved to Europa Technologies Limited.

Reservation of ownership and grant of licence: Europa Technologies Limited retains exclusive ownership of the Product and grants you a non-exclusive non-transferable licence to use the Product on the terms of this Agreement. You agree to use all reasonable efforts to protect the Product from unauthorised use, reproduction, distribution or publication.

Copyright: Copyright in the Product belongs to Europa Technologies Limited. With a single user licence, you may install and use the Product on a single computer. With a multi-user licence, each user may install and use the Product on a single computer. For single and multi-user licences, the Product is for your own internal purposes only. With the exception of a web/server licence, you may reproduce the product in printed form or as a digital image for use within your own organisation. With a web/server licence, you may use the Product to deliver map images and/or geographic information for a single application from a server, including Internet or intranet use. All reproduction or derivation of the Product must be accompanied by an appropriately dated universal copyright statement, as indicated:

Uses not permitted: You may not sell, rent, lease, sub-license, lend, assign or transfer in whole or in part or provide unlicensed third parties access to the Product or rights under this Agreement. You may not remove or obscure copyright notices. Unless you have purchased a web/server licence, you may not use the Product in any way to create maps or geographic information delivered by a web server.

Registration: If using the Product under a web/server licence, you must pre-register your application on the Europa Technologies web site at https://www.europa.uk.com

Termination: Web/server licences grant you rights to use the Product for a finite term and this Agreement will automatically terminate without notice at the end of this term unless the licence is renewed in advance. This Agreement will automatically terminate without notice if you fail to comply with any provision of this Agreement. On termination of this Agreement, for any reason, you will return the Product to your supplier and remove any whole or partial copies of the Product or its data from any computer systems.

Limited Warranty: Europa Technologies Limited warrants that the media upon which the Product is provided will be free from defects in materials and workmanship under normal use.

Miscellaneous: Europa Technologies Limited gives no warranty or undertaking as the suitability of the Product for your purposes. While all reasonable efforts are made to avoid the Product causing damage or being misleading, Europa Technologies Limited will not be responsible for any loss, damage or inconvenience caused by inaccuracies in the Product and its data.

Applicable Law: To the extent possible under applicable law, this Agreement shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.

Annex 1: Third Party Supplier Terms

GfK End User Flow Down Terms

GfK GeoMarketing, as licenser of the transferred databases (maps and other data) only transfers non-exclusive licenses to the licensee, subject to the provisos of this license.

§ 1 For the specific scope of the license granted, the specifications on the order/confirmation of the license or on any other license certificate at GfK GeoMarketing shall apply. If an intended purpose for the data has been individually specified therein, utilization shall only be permissible for this purpose. If a computer program has been specified therein with which the data is intended to be used, use shall only be permitted with this program. In this case, it shall not be permitted to read out raw data, which is not provided for by this program under its intended operation, and to bypass the protection against making direct copies of the vector graphics displayed. In the event of doubts, the scope of the license of the IN-HOUSE LICENSE shall apply in accordance with article 7 of these license regulations.

§ 2 Unless specifically agreed or if the license is defined as a SINGLE-USER license, the license shall apply to one user – i.e., for the use of the data at the workplace of one person. Workplace is a user’s computer (PC) or a terminal or an environment of a user (user account) restricted by the operating software on one computer. If several people can duly access the workplace, a license shall be required for each user who works with the data. This shall equally apply even if the users do not work simultaneously with the data, unless one user leaves permanently or is away for several days and is replaced by another user for this period of absence or permanently. If the license is designated as a multiple license or a multiple-user license, it shall be valid for the number of users specified.

§ 3 The licensee is exceptionally entitled within the framework of the license for one work place, to make a second installation on a laptop or to work through remote access to the work place through a network, if the second installation or the remote access is solely accessible by the user as specified in § 2.

§ 4 If the product is designated as an update or upgrade, it may only be used in conjunction with an existing license. The update or upgrade license is only an extension of the existing license and only entitles utilization within its limits.

§ 5 With regard to the data transferred, the licensee is entitled to process the data in the framework of articles 2 and 3 and the following provisions to create his/her own documents using said data and his/her additional own data, texts or other contents.

The modification or other use relevant to copyright (especially duplication, distribution, public accessibility) of the basic data beyond the standard use to create own documents, especially the conversion of the licensed data into other formats and removing intellectual property rights or copyright marks, names, brands or other marks or typical company designs of GfK GeoMarketing beyond the scope of the following specified licenses is prohibited.

§ 6 IN-HOUSE license

If the license purchased is designated as “IN-HOUSE license” or if nothing more specific has been determined, it applies for the use of the licensee’s own documents generated in line with article 6, that said own documents may only be duplicated for internal company purposes and only made accessible in-house. Any further distribution or making the documents generated publicly accessible – in particular passing them on to third parties, commercial marketing or publication in magazines, books or any other form and as one’s own work – requires a special license.

Documents which contain a major part of the data transferred in terms of type and scope – may only be duplicated or made accessible through an internal network beyond the work place in a way which does not enable the licensed basic data of the graphics or images generated, in particular of vector data, to be read out.

§ 7 In the framework of the authorized usage, the licensee is entitled to make necessary copies.

This applies in particular to the standard backups of the files or the system on which the data is installed – not, however to the keeping of the data on several computers for alternating use.

In the event of the license being resold, all remaining copies must be deleted. In the case of integrated backups of the installed files (images) that cannot be directly executed, this only applies in the case of the executable system being restored. The backup copies may only be made internally accessible in the necessary scope.

§ 8 GfK GeoMarketing may terminate the license due to important reasons. An important reason in particular is a serious violation of the restrictions of the licenses granted, unauthorized distribution of copies of the data or making it publicly accessible or any other prohibited distribution. In this case all licenses granted shall expire.

§ 9 The license may not be transferred without prior agreement from GfK GeoMarketing.

On the transfer of ownership for a license, this license – unless granted following a special agreement for specific purposes or a specific project –, shall be transferred to the purchaser in accordance with legal provisions without authorization from GfK GeoMarketing in the context of the region in which the exhaustion of the copyright law in accordance with article 69c point 3 of the German Copyright Act occurred.

Any special agreements not to pass on or sell licenses shall remain unaffected. If such an agreement is violated, the transfer can be effective in terms of copyright in accordance with the information above, but can have negative consequences in terms of contract law.

Leasing, borrowing, rental or timesharing requires a special license.

§ 10 The contractual relationship with the customer shall be subject to German law, excluding the UN convention on the sale of goods.

If you are a trader as defined by the German Commercial Code or act on behalf of such trader, a legal person under public law or special fund under public law, the place of jurisdiction for any claims in connection with the contractual relationship is Karlsruhe, Germany. We are also entitled to file suit at your general place of jurisdiction.

The general terms and conditions of GfK GeoMarketing apply here.

This translation is for information purposes only. The German text shall prevail in the event of any discrepancy between this version and the original.

AA Europe flow-down terms

Any use of the Product other than expressly permitted by this Agreement is prohibited.

In no event shall CACI and/or Geo4Map Srl be liable to the Client for any direct, indirect, special, incidental or consequential damages resulting from Client’s use of data contained in the Product not in accordance with the terms of this Agreement.

In case of breach of the terms of this Agreement by the Client, the Client shall:

(i) immediately cease use of the Product;

(ii) be obliged to return all originals or partial reproductions of the Product to CACI and/or Geo4Map Srl; and

(iii) indemnify CACI and/or Geo4Map Srl against any losses suffered by CACI and/or GeoMap Srl resulting from further use of the Product following Client’s breach.