Common use of Permission to distribute Clause in Contracts

Permission to distribute. 4.1 Subject to Clauses 4.2 to 4.10, and subject to the Licensee being at all times a party to a valid and current Data Supply Agreement in respect of the Data, Royal Mail hereby grants to the Licensee the non-exclusive, non-transferable, revocable right for the Term to grant: 4.1.1 Remote Map User Licences; and/or 4.1.2 Remote Map Developer Licences; and/or 4.1.3 Loaded Device User Licences; and/or 4.1.4 Loaded Device Developer Licences; and/or 4.1.5 Sub-contractor Licences; and/or 4.1.6 Sub-licences; and/or 4.1.7 Evaluation and Development Licences, and to supply the relevant Data Solutions and/or Map Solutions for use in accordance with such licences. 4.2 A Loaded Device User Licence may only be granted by the Licensee for the purpose of supplying Loaded Maps to Loaded Device Users: 4.2.1 which are pre-loaded onto a Loaded Device; 4.2.2 which are pre-loaded onto a data storage medium, only for the purpose of loading onto a Loaded Device; or 4.2.3 for download from the Internet, only for the purpose of loading onto a Loaded Device. 4.3 The Licensee shall remain primarily responsible for the acts and omissions of its Sub-contractors as though they were its own. The Licensee shall also be responsible for all loss or damage (whether direct, or indirect or consequential) howsoever arising out of or in connection with such Sub- contractor’s use of or access to the Data. 4.4 Evaluation and Development Licences may be granted by the Licensee to Prospective Sub- licensees only: 4.4.1 to demonstrate a Data Solution and/or Map Solution to a Prospective Sub-licensee and/or to allow such party to evaluate that Data Solution and/or Map Solution with a view to entering into a Sub-licence; and/or 4.4.2 to fulfil a genuine requirement to develop a wider solution and to evaluate the integration of a Data Solution and/or Map Solution within that wider solution. 4.5 The Licensee shall ensure that it has appropriate technical restrictions in place to ensure compliance by a Prospective Sub-licensee with the terms of the Evaluation and Development Licence. 4.6 Each response by the Prospective Sub-licensee to an enquiry to a Data Solution and/or Map Solution (under the Evaluation and Development Licence) shall be deemed to be a Transaction and the Licensee shall ensure that the Maximum Data Display is not exceeded in any single Transaction. 4.7 Where the Licensee grants an Evaluation and Development Licence for the purposes described at Clause 4.4.2 then it shall provide to Royal Mail: 4.7.1 details of those Prospective Sub-licensees that have been permitted to extract Data from a Data Solution and/or Map Solution pursuant to such Evaluation and Development Licence and the commencement date of such period of permitted extraction; and 4.7.2 reasonable evidence of the genuine requirement of those Prospective Sub-licensees to develop a wider solution and to evaluate the integration of such Data Solution and/or Map Solution within that wider solution. 4.8 Unless otherwise agreed in writing with Royal Mail, the Licensee shall be responsible for all third parties’ compliance with the terms of all Sub-licences, Sub-contractor Licences, Evaluation and Development Licences, Loaded Device Developer Licences, and Loaded Device User Licences. 4.9 The Licensee shall: 4.9.1 comply with all laws and regulations applicable to its supply of the Data to other parties as permitted (or otherwise) pursuant to this Agreement; and 4.9.2 ensure that Prospective Sub-licensees, Sub-licensees, Sub-contractors, Remote Map Developers, Remote Map Users, Loaded Device Developers, and Loaded Device Users, comply with all laws and regulations applicable to their use of the Data. 4.10 The Licensee shall not warrant, represent or in any way imply to any person that Royal Mail is in any way warranting that a Data Solution and/or Map Solution is suitable for or is capable of being used by any person named in Clause 4.9 above.

Permission to distribute. 4.1 3.1 Subject to Clauses 4.2 3.2 to 4.103.10, and subject to the Licensee being at all times a party to a valid and current Data Supply Agreement in respect of the Data, Royal Mail Sub-licensor hereby grants to the Licensee Sub-licensee the non-non- exclusive, non-transferable, revocable right for the Term term of this Agreement to grant: 4.1.1 3.1.1 Remote Map User Licences; and/or 4.1.2 3.1.2 Remote Map Developer Licences; and/or 4.1.3 3.1.3 Loaded Device User Licences; and/or 4.1.4 3.1.4 Loaded Device Developer Licences; and/or 4.1.5 3.1.5 Sub-contractor Licences; and/or 4.1.6 3.1.6 Sub-licences; and/or 4.1.7 3.1.7 Evaluation and Development Licences, and to supply the relevant Data Solutions and/or Map Solutions for use in accordance with such licences. 4.2 3.2 A Loaded Device User Licence may only be granted by the Licensee Sub-licensee for the purpose of supplying Loaded Maps to Loaded Device Users: 4.2.1 3.2.1 which are pre-loaded onto a Loaded Device; 4.2.2 3.2.2 which are pre-loaded onto a data storage medium, only for the purpose of loading onto a Loaded Device; or 4.2.3 3.2.3 for download from the Internet, only for the purpose of loading onto a Loaded Device. 4.3 3.3 The Licensee Sub-licensee shall remain primarily responsible for the acts and omissions of its Sub-Sub- contractors as though they were its own. The Licensee Sub-licensee shall also be responsible for all loss or damage (whether direct, or indirect or consequential) howsoever arising out of or in connection with such Sub- Sub-contractor’s use of or access to the Data. 4.4 3.4 Evaluation and Development Licences may be granted by the Licensee Sub-licensee to Prospective Sub- Sub-licensees only: 4.4.1 3.4.1 to demonstrate a Data Solution and/or Map Solution to a Prospective Sub-licensee and/or to allow such party to evaluate that Data Solution and/or Map Solution with a view to entering into a Sub-licence; and/or 4.4.2 3.4.2 to fulfil a genuine requirement to develop a wider solution and to evaluate the integration of a Data Solution and/or Map Solution within that wider solution. 4.5 3.5 The Licensee Sub-licensee shall ensure that it has appropriate technical restrictions in place to ensure compliance by a Prospective Sub-licensee with the terms of the Evaluation and Development Licence. 4.6 3.6 Each response by the Prospective Sub-licensee to an enquiry to a Data Solution and/or Map Solution (under the Evaluation and Development Licence) shall be deemed to be a Transaction and the Licensee Sub-licensee shall ensure that the Maximum Data Display is not exceeded in any single Transaction. 4.7 3.7 Where the Licensee Sub-licensee grants an Evaluation and Development Licence for the purposes described at Clause 4.4.2 3.4.2 then it shall provide to Royal Mail: 4.7.1 3.7.1 details of those Prospective Sub-licensees that have been permitted to extract Data from a Data Solution and/or Map Solution pursuant to such Evaluation and Development Licence and the commencement date of such period of permitted extraction; and 4.7.2 3.7.2 reasonable evidence of the genuine requirement of those Prospective Sub-Sub- licensees to develop a wider solution and to evaluate the integration of such Data Solution and/or Map Solution within that wider solution. 4.8 Unless otherwise agreed in writing with Royal Mail, the Licensee 3.8 The Sub-licensee shall be responsible for all third parties’ compliance with the terms of all Sub-licences, Sub-contractor Licences, Evaluation and Development Licences, Loaded Device Developer Licences, Licences and Loaded Device User Licences. 4.9 3.9 The Licensee Sub-licensee shall: 4.9.1 3.9.1 comply with all laws and regulations applicable to its supply use of the Data and its supply to other parties as permitted (or otherwise) pursuant to this Agreement; and 4.9.2 3.9.2 ensure that Prospective Sub-licensees, Sub-licensees, Sub-contractors, Remote Map Developers, Remote Map Users, Loaded Device Developers, and Loaded Device Users, comply with all laws and regulations applicable to their use of the Data. 4.10 3.10 The Licensee Sub-licensee shall not warrant, represent or in any way imply to any person that Royal Mail is in any way warranting that a Data Solution and/or Map Solution is suitable for or is capable of being used by any person named in Clause 4.9 abovesuch person.