Ordering Unlock Code for Garmin^® and Kenwood^® navigation devices

Software and Database End User License Agreement

1. The contracting parties

1.1. Contracting parties to present Agreement are, on the one hand:
Carte Blanche Ukraine Ltd. (reg. no.: 35223816) as Licensor
and
the legal user (as defined in Section 2) of the object of present Agreement according to Section 4, hereinafter referred to as User on the other hand (hereinafter jointly referred to as Parties).

2. Conclusion of the Agreement

2.1. The Parties hereby acknowledge that present Agreement shall be concluded by implicit conduct of the Parties, without a signature of the Parties.

2.2. The User hereby acknowledges that following the lawful acquisition of the software and database product constituting the object of present Agreement (Section 4), any degree of use, installation to a computer or other hardware, installation of such hardware into a vehicle, pressing of the „Accept” button or choosing „I accept the terms of the License Agreement” option displayed in Unlock Code request form, by the software during installation or use (hereinafter referred to as actions of use) shall be deemed as implicit conduct resulting in the conclusion of the Agreement between the User and the Licensor.

2.3. Present Agreement shall by no means entitle persons who unlawfully acquire, use, install on a computer, install in a vehicle or utilise in any manner whatsoever the software product.

2.4. The end user license agreement between the Parties shall be concluded with terms set forth in present Agreement.

2.5. The time of conclusion of present Agreement is the time of executing the first action of use (commencement of use).

3. Applicable law

3.1. In issues not regulated by present Agreement the jurisdiction of the Ukraine shall be applicable, with specific reference to the Act No. 1618-IV of 03/18/2004 on the Civil Code (CC) and to Act No. 3792-XII of 12/23/1993 on Copyrights and allied rights (CA).

3.2. Present agreement is issued in English and in Ukrainian. In case of dispute the Ukrainian text shall prevail.

4. The object of the Agreement

4.1. The object of present Agreement shall be the software product entitled „CarteBlanche Ukraine NT” or „CarteBlanche Ukraine” (hereinafter referred to as software product).

4.2. The software product shall include map database, computer program for installation and update, codes, and set of documentation for them.

4.3. Any form of display, storage, coding, including printed, electronic or graphic display, storage, source or object code of the software product, or any other as yet undefinable form of display, storage, or coding, or any medium thereof shall be deemed as part of the software product.

4.4. Error corrections, additions, updates used by the User as defined in Section 2 following the conclusion of present contract shall also be deemed as part of the software product.

5. Owner of copyrights

5.1. The Licensor – unless contractual or legal regulations state otherwise – is the exclusive owner of all material copyrights vested in the software product.

5.2. Copyrights extend to the whole software product and its parts separately as well.

5.3. By concluding present Agreement, Licensor shall withhold all rights vested in the software product, except for those that the User is entitled to according to explicit legal regulations or that of present Agreement.

6. Rights of the User

6.1. The User is entitled to obtain Unlock Code for the software product for one navigation hardware device or one electronic storage for navigation hardware device.

6.2. The User is entitled to obtain additional Unlock Code for the software product for another navigation hardware device or electronic storage for navigation hardware device, if previous one was broken and is not repairable, or was stolen, such state thereof being supported by acceptable proof.

6.3. The User is entitled to install the software product on one navigation hardware device (desktop, handheld, portable computer with navigation software, navigation device) at a time, and to run and use one copy thereof.

6.4. The User is entitled to install one additional copy of the software product on a computer for installation on navigation hardware device or electronic storage for navigation hardware device, or for use with navigation hardware device, which he obtained the software product Unlock Code for.

6.5. The User is entitled to make one backup copy of the software product. However, if the software product is operational after installation without the use of the original media copy, then the original media copy is deemed to be a backup copy. In all other cases, the User is only entitled to use the backup copy if the original media copy of the software product has become unsuitable for proper and legal use without any doubt, such state thereof being supported by acceptable proof.

6.6. The User is entitled to transfer all his rights according this agreement to another person only in case of irretrievable sell or transfer of navigation hardware or electronic storage for navigation hardware, which Unlock Code for the software product was obtained for, and if the User does not keep no any instance or copy (including backup one) of the software product.

7. Limitations of use

7.1. The User is not entitled

7.1.1. to let third parties know Coupon Code until the User obtains Unlock Code for the software product;

7.1.2. to multiply the software product (to make a copy thereof);

7.1.3. to translate the software product (including translation (compilation) to other programming languages);

7.1.4. to use the software product (in whole or in part) in interaction with software programs, other than the software product is intended to use with;

7.1.5. to decompile the software product;

7.1.6. to modify, extend, transform the software product (in whole or in part), to separate it into parts, compose it with other products, install it in other products, utilise it in other products, not even with the aim of achieving a co-operation with other products;

7.1.7. apart from using expected navigation computer programs, to obtain information from the map database included in the software product, to decompile the map database, to use, copy, modify, extend, transform the map database in whole or in part or the group of data stored therein, or to install it in other products, utilise it in other products, not even with the aim of achieving a co-operation with other products.

8. Non-warranty, limitation of responsibility

8.1. The Licensor hereby informs the User that although the greatest care was taken in producing the software product, yet with respect to the essence of the software product and the technical limitations, the Licensor does not warrant for the software product being completely error free, and the Licensor is not bound by any contractual obligation by which the software product obtained by the User should be completely error free.

8.2. The Licensor does not warrant that the software product is suitable for any purpose defined either by the Licensor or the User, and does not warrant that the software product is capable of co-operating with any other system, device or product (e.g. software or hardware).

8.3. The Licensor does not assume any responsibility for damages incurred due to an error in the software product (including errors of the computer program, the documentation and the map database).

8.4. The Licensor does not assume any responsibility for damages incurred due to the software product not being applicable for any defined purpose, or the error or lack of co-operation thereof with any other system, device or product (e.g. software or hardware).

8.5. The Licensor shall hereby also draw the attention of the User with great emphasis to the fact that while utilising the software product in any form of transportation, observing the traffic regulations and rules (e.g. use of obligatory and/or reasonable and suitable security measures, proper and generally expected care and attention in the given situation, and special care and attention required due to utilising the software product) is the exclusive responsibility of the User; the Licensor shall not assume any responsibility for any damages occurred in relation to utilising the software product during transportation.

8.6. By concluding present Agreement the User shall especially acknowledge the information stated in Section 8 above.

9. Sanctions

9.1. The Licensor hereby informs the User that according to regulations of Ukraine, should the Licensor find its rights to be breached, the Licensor may

9.1.1. claim the acknowledgement of such breach by court;

9.1.2. claim ceasing the breach and ordering the person under breach from continuing such;

9.1.3. claim that the person under breach give proper compensation (even by way of publicity, at the expense of the person under breach);

9.1.4. claim the return of the increase of assets due to the breach;

9.1.5. claim ceasing the breaching situation, the restitution of the state before the breach, at the expense of the person in breach, and may claim the destruction of instruments and materials used for the breach, and that of the objects created by the breach;

9.1.6. claim damages.

9.2. The Licensor hereby also informs the User that the breach of copyrights and related rights is a crime according to Act of Ukraine No. 2341-III of 04/05/2001 on the Criminal Code, which may draw as a sanction a sentence of two years in prison in basic cases and up to six years in prison in qualified cases.

I accept the terms of the License Agreement

I do not accept the terms of the License Agreement