Terms of Service
for Zenrin Japan Map API 3.0 (Itsumo NAVI API 3.0)
1. Agreement to these Terms of Service
These Terms of Service constitute the agreement between ZENRIN DataCom (“ZDC”) andthe User (defined below) of the Services (defined below) provided by ZDC described herein.
By using the Services, the User accepts and agrees to all of the definitions, terms andconditions of these Terms of Service.
2. Definitions
For purposes of these Terms of Service, the following terms shall have the meanings set forth
below, in addition to any other terms defined in these Terms of Service.
2.1 “Services” means the “Itsumo Navi API 3.0” services provided by ZDC, including Map
Information (defined below), application programming interfaces (APIs) to access Map
Information (including updated versions), associated software, and any related documentation.
2.2 “Account Access Information” means authentication information the User needs to accessand use the Services, including a User ID, secret key and password provided by ZDC.
2.3 “Registration Information” means the information submitted by a User to establish an
account and access the Services through a Target Site (defined below), including the User’s
name, location, contact information, Target Site, and purpose of use.
2.4 “Target Site” means the website providing the User with hosted software applications
and/or services through which the User will access and use the Services.
2.5 The “Target Site Provider” is the owner and/or administrator of the Target Site.
2.6 “User” is a user of the Services accessing the Services through the Target Site using theInternet or other telecommunication methods (regardless of the device used). Users may be
individuals, corporations, or other entities depending on Registration Information submitted
and fees paid.
2.7 “User Registration Form” means a document provided by ZDC which the User submits inorder for ZDC to create an account needed to Account Access Information.
2.8 “Online Support Site” means a website on which the API Specifications (defined below),these Terms of Service, Terms of Use for Map, the User Registration Form, and other notices
can be accessed.
2.9 “API specifications” mean the specifications, including service descriptions and technicalinformation provided by ZDC, needed to access and use various functionalities of theServices.

2.10 “Map Information” means map data, search data and information displayed on theTarget Site when the User uses the Services.
2.11 “Terms of Use for Map” are the mandatory terms and conditions required for use of
Map Information as set forth by ZDC and to which a User is deemed to have agreed by using
the Services. The Terms of Use for Map should be reviewed by Users on the Online Support
Site and/or the Target Site.
2.12 “PV” is an abbreviation for “page views”, indicating the number of times Map
Information has been accessed through the Target Site. PV counting conditions are definedby ZDC.
2.13 “Intellectual Property Rights” means rights defined by law concerning patent rights,
utility model rights, design rights, copyright, trademark rights and other intellectual property
rights, or rights pertaining to interests which are legally protected.
3. Account registration and contract formation
3.1 The user is required to submit a User Registration Form with Registration Information to
ZDC and acquire an account before accessing the Services.
3.2 A contract concerning the Services (“Contract”) is formed by the User, having agreed tothese Terms of Service, entering the Registration Information in the User Registration Formand submitting it to ZDC, and ZDC presenting a document of approval to the User in return.
4. Grant of rights
4.1 Subject to the terms and conditions of these Terms of Service, ZDC grants the following
rights to the User: (A) the right to access the Services through the Target Site; (B) the right toview and use Map Information through the Target Site using the Target Site Provider’ssoftware applications and/or services.
4.2 The foregoing grant of rights to the User are subject to the Target Site Provider’s
acceptance and agreement of all of the definitions, terms and conditions of these Terms ofService (excepting with respect to payments due from Users) and acknowledgment of theContract formed between ZDC and the User.
5. Service fees
Applicable fees for use of the Services and acceptable payment methods are as set forth in theUser Registration Form and/or the notice of approval from ZDC. By agreeing to these Termsof Service and entering into the Contract, the User agrees to pay the applicable fees for use of
the Services. The applicable fees are exclusive of any value added tax, use tax, or sales tax
or similar tax. With respect to the Services provided hereunder, the User shall bear
responsibility for any applicable withholding taxes, duties or importation fees as may belevied from time to time and comply with all applicable tax.
6. Warranties

ZDC will use commercially reasonable efforts to make the Services regularly available inaccordance with the specifications set forth on the Online Support Site.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES
ARE PROVIDED “AS IS”, AND EXCEPT FOR THE PRECEDING EXPRESS LIMITEDWARRANTY, ZDC DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THESERVICES, INCLUDING ANY WARRANTY THAT THE SERVICES, MAP
INFORMATION AND/OR ASSOCIATED SOFTWARE AND APIS ARE ERROR-FREE
AND BUG-FREE, OR THAT USE OF THE SERVICES WILL BE WITHOUTINTERRUPTIONS, INCONSISTENCIES, MALFUNCTIONS OR LOGIC ERRORS OR
OF SATISFACTORY QUALITY, AS WELL AS ANY WARRANTY OF TITLE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
INFORMATION AND SYSTEM SECURITY, OR ANY WARRANTIES OR
CONDITIONS BASED ON A COURSE OF DEALING, USAGE OF TRADE OR
INDUSTRY STANDARDS.
ZDC SHALL HAVE NO OBLIGATION HEREUNDER TO REPAIR OR IMPROVE THE
SERVICES.
7. Conditions
The User and Target Site Provider are required to adhere to the following conditions whenaccessing and using the Services by:
7.1 carefully managing and monitoring Account Access Information, and not allowing use ofsuch Account Access Information by any unauthorized third party;
7.2 not using or allowing use of the Services other than through the Target Site;
7.3 not allowing any third party to access or use the Services in part or in their entirety,
regardless of method, except in the case that such third party access or use is allowed under
the Contract or with the explicit prior written approval of ZDC;
7.4 refraining from the following activities with respect to the Services in part or in their
entirety: (A) reproducing (in print or otherwise), copying, extracting, processing, altering,translating, adapting (including format conversion), sending or otherwise using the Services
other than on the Target Site, except as may not be disallowed under copyright law; (B)decompiling, disassembling or otherwise analyzing or reverse engineering the Services; or(C) attempting to probe, scan or test the vulnerability of the Services or to breach or
circumvent any security or authentication measures used by the Services;
7.5 in the case of the Target Site Provider, displaying the Terms of Use for Map on the Target
Site for review by Users;

7.6 immediately notifying ZDC upon becoming aware of any User that has engaged in any
activity described in Section 7.4 above; upon the instructions of ZDC, the Target Site
Provider shall assist ZDC in suspending any such User’s account and access to the Services;
7.7 following the instructions and guidance of Target Site supervisors and complying with allapplicable laws and regulations governing the Services;
7.8 not infringing or aiding the infringement of any third party rights, including intellectual
property rights, personal portrayal rights, publicity rights, privacy, trust and personal rights;
7.9 not using the Services in any way that is fraudulent, tortious, or prohibited by, in violationof, or likely to be in violation of applicable laws and regulations;7.10 not using the Services for the purpose of employing weapons or arms, or for any otherpurpose that may cause danger to life, persons or property, or that assists in, may lead to, or
may be likely to lead to a criminal act, or that is contrary to public order and morality;
7.11 not removing any copyright, trademark, confidentiality or other proprietary rights noticefrom any part of the Services;
7.12 not removing, disabling or otherwise limiting the effectiveness of any technicalprotection used by ZDC to manage, monitor, control or analyze the installation of, access to,or use of the Services or to protect the Intellectual Property rights; or
7.13 not interfering with or disrupting the operation of the Services or the servers or networks
used to make the Services available, including by hacking or defacing any portion of theServices;
8. User obligations
8.1 In the case of any breach of these Terms of Service or the Contract by the User, the User
shall indemnify ZDC for any and all losses, damages and fees incurred as a result of suchbreach.
8.2 The User shall immediately notify ZDC upon discovering any malfunction of the Services.
9. Maintenance
9.1 ZDC may suspend the Services in part or in their entirety in the case of: (A) fires,
earthquakes, floods, electric outages, labor disputes, unauthorized access, measures mandatedby law, sanctions, embargoes, civil unrest, riots, terrorist or other malicious or criminal acts,
war, interruption of the internet or third party internet connections or infrastructure, power
failures, acts of civil and military authorities, severe weather, and other similar circumstances
under which ZDC can no longer provide the Services (“Force Majeure”); (B) periodic server
maintenance and inspection; (C) a need to perform urgent maintenance or inspection ofequipment; (D) operational failure of the Target Site or of any server necessary to provide theServices; (E) ZDC determining that temporary suspension of the Services is unavoidable due
to circumstances not mentioned in the foregoing; (F) User’s failure to make applicable andtimely payment to ZDC and/or User has disregarded ZDC’s requests for such payment; or(G) User taking actions that negatively affect or are likely to negatively affect theperformance of the Services.
9.2 If the Services will be suspended in part or in their entirety, ZDC will use commerciallyreasonable efforts to provide Users with prior notice, except in the case of emergencies orwhen immediate suspension of the Services is otherwise necessary.
9.3 It is the User’s responsibility to create and store a copy of any User data or software, andof User’s Account Access Information in the case of an unforeseen operational failure of theServices, the Target Site, or any server necessary to provide the Services.
9.4 If the Services are suspended in part or in their entirety due to any of the foregoing
circumstances, ZDC shall bear no responsibility for any losses incurred by the User or any
third party, including lost business or profits, lost fees, consequential or special damages, orloss of reputation.
9.5 The User agrees that if any of the foregoing circumstances make it commerciallyunreasonable for ZDC to restart or continue to provide the Services, ZDC may terminate theContract without any repercussions other than a prorated refund of any fees paid in advanceby the User.
10. Limitation of liability
SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZDC WILL NOT BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL,
PUNITIVE OR OTHER DAMAGES, LOSS OF PROFITS OR REVENUE, BUSINESSINTERRUPTION OR LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTEGOODS OR SERVICES OR OTHER COVER, LOSS DUE TO FAILURE OF OR
DEFECTS IN THE SERVICES, OR DAMAGES RESULTING FROM FORCE MAJEURE,
WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY THAT
MAY ARISE UNDER THESE TERMS OF SERVICE OR THE CONTRACT, INCLUDINGBUT NOT LIMITED TO ANY SUCH LIABILITY THAT MAY RESULT FROM USE OF
THE SERVICES ON THE TARGET SITE, EVEN IF ZDC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE
LIMITED REMEDIES IN THESE TERMS OF SERVICE FAIL OF THEIR ESSENTIALPURPOSE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZDC, TO THE
USER EXCEED THE AMOUNTS PAID BY THE USER TO ZDC UNDER THE
CONTRACT WITHIN THE ONE (1) YEAR PERIOD PRECEDING ANY CLAIM OF
SUCH LIABILITY. THE USER ACKNOWLEDGES THAT THE AMOUNTS PAYABLEFOR THE SERVICES ARE BASED IN PART ON AND REFLECTIVE OF THE
DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY IN THESETERMS OF SERVICE AND THAT SUCH DISCLAIMERS AND LIMITATIONS ARE AN
ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE USER AND ZDC.
11. Ownership11.1 User acknowledges and agrees that ZDC and its licensors and suppliers have allownership of and all rights, including all Intellectual Property Rights, with respect to (A) the
Services and any part thereof, and other information or material provided or made available
by ZDC to the User; and (B) any copies of the foregoing, or any materials or otherinformation based on, derived from or otherwise using any of the foregoing (including allrights under trade secrets, copyrights, trademarks, patents and all other Intellectual Property
Rights or proprietary rights relating to any of the foregoing).
11.2 The structure and organization, the underlying algorithms and other internals, theprotocols, data structures and other externals, and the source code of the Services, including
but not limited to the Map Information and the APIs, constitute proprietary and confidential
information of ZDC, and User agrees not to disclose such information to third parties, or use
such information for any purpose other than as required for authorized access to and use of
the Services as set forth in these Terms of Service, except as may otherwise be specificallyauthorized in writing by ZDC. User agrees not to access or attempt to access the Services byany means other than the interface provided or authorized by ZDC. User further agrees not totake any action, or to authorize or encourage any third party to take any action (or cooperatewith any third party in taking any action), inconsistent with the foregoing or with theprovisions of Section 7 above.
12. Notices
12.1 ZDC may notify the User by email, posting on the Online Support Site, or othercommercially reasonable methods ZDC has determined to be appropriate.
12.2 If ZDC has notified the User by posting on the Online Support Site, the notification shallbe deemed to be effective when the post is made on the Online Support Site.
12.3 If ZDC has notified the User by email, the notification shall be deemed to be effective
when the email is sent by ZDC. If such email is received but is unreadable due corruption of
the text or other technical error, the User shall immediately contact ZDC and request
confirmation of the contents of the email.
12.4 If ZDC provides a notice to the User’s mailing address stated in the Registration
Information, such notice shall be deemed to be effective five (5) days after mailing by ZDC.
12.5 ZDC reserves the right from time to time to (and User acknowledges and agrees that
ZDC has the right to): modify or release subsequent versions of an the Services or any part
thereof; discontinue the Services as set forth in these Terms of Service and/or provide insteada substitute services; modify or discontinue features and functionality, or supporting services
or availability with respect to the Services, whether generally or in any geographic area or
language; or add or modify license keys, authorizations or other means of controlling accessto or use of the Services. As provided herein, ZDC will endeavor to notify the User of majorchanges to the Services.
12.6 To the maximum extent permitted by applicable law, ZDC reserves the right from time
to time to (and User acknowledges and agrees that ZDC has the right to) modify these Terms

of Service. ZDC will endeavor to notify the User of any material modification to theseTerms of Service that may have a material adverse effect on the User, and the User will havean opportunity to review such modification. Except as otherwise expressly set forth in theseTerms of Service, if any such modification has a material adverse effect on the User and theUser does not agree to the modification, the User may reject the modification by notifying
ZDC of the rejection within 15 days of the of receiving notice of such modification. If theUser rejects such modification, ZDC may terminate the User’s rights to access and use theServices. In the event of such a termination, ZDC may, at its option, refund a prorated
portion of any applicable fees paid in advance to ZDC by the User. If the User continues toaccess and use the Services after such 15 day period, or if the User renews or extends accessto the Services, then such use access and use will be pursuant to the modified terms as
noticed by ZDC.
13. Modifying and revising registered information
13.1 If there is a change in the User’s Registration Information, the User may modify andrevise the Registered Information by notifying ZDC. ZDC may request additional
documentation to evidence the validity of any revised Registered Information requested by
the User.
13.2 If ZDC requests additional documentation for a change on Registration Information but
such additional documentation is not provided by the User, ZDC may, at its option, choose torevise the User’s Registration Information as requested by the User, or maintain the User’s
prior Registration Information until such additional documentation is provided by the User.
14. Confidentiality
14.1 The User and ZDC (as the “Disclosing Party”) may disclose or make available
Confidential Information (as defined below) to the other party (as the “Receiving Party”) in
connection with the Contract. The Receiving Party will use the same degree of care as to theDisclosing Party’s Confidential Information that it uses to protect the confidentiality of its
own confidential information of like kind (but in no event less than reasonable care) and will:(A) use the Confidential Information of the Disclosing Party only in connection with theContract; and (B) except as otherwise authorized by the Disclosing Party in writing, limit
access to the Confidential Information of the Disclosing Party to those of its executives,
employees, consultants, contractors, service providers, legal and professional advisors andother individuals who need such access for purposes related to the Services and who aresubject to confidentiality obligations with the Receiving Party no less stringent than those inthese Terms. The Receiving Party may disclose Confidential Information of the Disclosing
Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Partyprior notice of such compelled disclosure (to the extent legally permitted) and take reasonable
steps to limit such disclosure. ZDC may also disclose the User’s Registration Information
and Account Access Information to comply with any governmental or regulatory bodyrequest (including subpoenas or court orders), as part of a legal proceeding involving ZDC, orat the User’s request. If disclosure is made at the User’s request, the User may be responsiblefor the costs of compiling and providing access to such information. Other than as set forth
herein, the User and ZDC shall not disclose Confidential information received from the otherparty to any third party without the prior written consent of the other party.
14.2 “Confidential Information” means information not generally known to the public that is:(A) made available or disclosed by a Disclosing Party to a Receiving Party in writing; and(B) designated by the Disclosing Party in the writing as Confidential. Confidential
Information of ZDC also includes any non-public aspects of the Services and any related
product plans, technology and other technical information and business negotiations.
Confidential Information does not include any information that (i) becomes generally known
to the public without breach of any obligation owed to the Disclosing Party; (ii) was known
to the Receiving Party before receipt from the Disclosing Party without breach of any
obligation (and without a duty of confidentiality) owed to the Disclosing Party; (iii) is
received from a third party without breach of any obligation (and without a duty ofconfidentiality) owed to the Disclosing Party; or (iv) was independently developed by the
Receiving Party without reliance on Confidential Information of the Disclosing Party.
14.3 If the Contract has been terminated or has expired, or if the Confidential Information of
a Disclosing Party is no longer necessary, a Disclosing Party may request that the Receiving
Party return, destroy or delete such Confidential Information, including all documents andmaterials which contain such Confidential Information and all copies thereof.
14.4 The User acknowledges and agree that personal information of the User voluntarily
provided to ZDC is not Confidential Information, and may not be managed or stored by ZDC,
and ZDC will bear no responsibility with respect to the security of such personal information.
15. Termination
15.1 ZDC may terminate the Contract and provision of the Services immediately without any
prior notice or warning to the User, and the User shall be liable to ZDC for any losses,
damages or fees due to termination (including attorney fees and other costs), if:(A) the User materially breaches these Terms of Service or the Contract and the User does
not remedy such breach within fifteen (15) days a notice of such breach from ZDC to theUser;(B) it becomes clear that the User’s Registration Information is fraudulent or otherwise false
or invalid;(C) if the User’s business license or similar business authorization has been revoked orsuspended by a supervisory authority, or if the User is otherwise subject to a penalty or
restriction which might make difficult enforcement of the Contract with respect to the User;(D) if any payment by the User to ZDC is dishonored or otherwise unable to be paid out to
ZDC;

(E) if there is a seizure, provisional requisition, auction, or commencement of bankruptcy
procedures, civil rehabilitation proceedings, corporate reorganization, or special liquidation
with respect to the assets or organization of the User;(F) if a notice of the User’s failure to pay taxes or other public charges has been received;(G) if there has been a notice or decision of dissolution of the User;(H) if ZDC receives a request to stop providing the Services to the User by a national or othergovernmental body or agency with appropriate authority;(I) if the User causes or is likely to cause great financial or other losses to ZDC;(J) If the User violates the law in connection with use of the Services, or in any manner thatwould reflect negatively on the Services or ZDC or with which ZDC would want todisassociate itself from the User;(K) if the User, or an executive, manager, employee, affiliate, major stockholder or business
partner of the User, is found or is alleged to be a part of, a member of, or otherwise associatedwith a crime syndicate, a corporate racketeer, a group engaging in criminal activities under
the pretext of conducting social campaigns or political activities, a criminal groupspecializing in intellectual property theft or any similar criminal activities; or(L) if the User’s credit standing severely deteriorates, making it difficult to enforce the User’s
obligations under the Contract, or when other circumstances have occurred under which it
would be difficult to enforce the Contract with respect to the User.
15.2 If any of the foregoing circumstances in this section apply to the User, the User shall be
immediately liable for payment in full of any amounts owed by the User to ZDC.
15.3 If the Contract is terminated for any of the foregoing circumstances in this section, any
fees prepaid by the User to ZDC will not be refunded.
16. Period of use
16.1 The User may use the Services from the usage commencement date for the period of use
set forth in the Contract or in the notice of approval of the User’s account sent by ZDC to theUser. Additionally, the Contract shall be automatically extended for additional one (1) year
terms unless the User notifies ZDC of its intent not to renew the Contract at least sixty (60)days before the current term of the Contract will expire.
16.2 If the User wishes to early terminate the Contract during a period of use, the User must
make an early termination request to ZDC (following any procedures or methods forrequesting early termination that may be separately required and set forth by ZDC) at least
ninety (90) days before the current term of the Contract will expire. Additionally, in the caseof any early termination of the Contract not attributable to ZDC, and when any runningroyalty is described in the Contract, the Contract may be early terminated by the User bypaying the minimum monthly amount of royalties stated in the range of monthly PV royalty
amounts for any and all remaining months of the current term of the Contract.
16.3 If the User has early terminated the Contract due to any reason not attributable to ZDC,
any royalties that have been prepaid by the User to ZDC will not be returned.
17. Measures taken at the end of the contract period
17.1 Section 6 (Warranty), Section 8 (User obligations), Section 10 (Limitation of liability),
Section 11 (Ownership), Section 14 (Confidentiality), Section 15 (Termination), Section 16(Period of use), this section, and Section 18 (General provisions), as well as any otherprovisions of these Terms of Service which by their nature would extend beyond thetermination of the Contract, shall survive and continue in effect after any expiration or earlytermination of the Contract.
17.2 After the expiration or early termination of the Contract, for any reason and regardlessof the circumstances of such expiration or early termination, the User must: (A) stop using
the Services; (B) cease accessing, using, providing or distributing Map Information, including
to any of its employees, agents or operators; (C) delete all programs and/or settings installedor established in order to access and use the Services through the Target Site or by any othermeans; and (D) return, delete or dispose of any software, APIs, Map Information,
documentation or other items associated with the Services as instructed by ZDC.
18. General provisions
18.1 The User may not assign or otherwise transfer (whether by operation of law orotherwise) the Contract, rights to access and use the Services, or any other rights or
obligations under these Terms of Service without ZDC’s prior written consent, and ZDC may
terminate the Contract (including rights to access and use the Services) if the User is acquiredby, or comes to be controlled by, any other person or entity (whether by acquisition of shares,
merger, or other transaction) without such written consent. ZDC may assign or otherwisetransfer the Contract and these Terms of Service without consent or notice as part of areorganization, merger, sale of assets or other transaction that involves all or a portion of theServices.
18.2 The Contract, including these Terms of Service, constitutes the entire agreement
between the User and ZDC with respect to the subject matter hereof, and merges andsupersedes any prior or contemporaneous agreements, discussions, communications,representations, warranties, advertising or understandings between the parties. The English
language version of these Terms of Service will be the version used when interpreting or
construing the Contract and these Terms of Service.
18.3 The Contract, including these Terms of Service, will be interpreted in accordance withthe substantive laws of Japan, without reference to conflicts-of-laws rules. The UN
Convention on Contracts for the International Sale of Goods shall not apply to the Contract orthese Terms of Service. In addition, each party agrees that any claim, action or disputearising under or relating to the Contract or these Terms of Service will be brought exclusively

in (and the parties will be subject to the exclusive jurisdiction of) the Tokyo District Court ofJapan. Notwithstanding the foregoing, ZDC may apply for injunctive relief and other
equitable remedies (or their equivalent) in any jurisdiction or forum.
18.4 If and to the extent any provision of the Contract or these Terms of Service is held
unenforceable under applicable law, such provision will be deemed modified to the extent
reasonably necessary to conform to applicable law but to give maximum effect to the intent
of the parties set forth in these Terms of Service or otherwise in the Contract, and suchprovision will be ineffective only as to the jurisdiction in which it is held unenforceable
without affecting enforceability in any other jurisdiction. Failure to enforce or exercise any
provision of the Contract or these Terms of Service is not a waiver of such provision, unlesssuch waiver is specified in writing and signed by the party against which the waiver isasserted.
18.5 The User must comply with the export control and international trade laws andregulations of the United States and of any other country whose laws apply to User’s accessand/or use of the Services. The User must not access or use any part of the Services fromwithin a U.S.-sanctioned location or if the User appears on any U.S. government restricted
parties list. The User must obtain U.S. government and any other required authorization
before accessing or using, or allow any third party to access or use, any part of the Services
for a U.S.-restricted end use. Restricted end uses include, but are not limited to, work on
nuclear, chemical or biological weapons or on missile systems capable of delivering them.