Pre-Release Terms

By participating in the testing or evaluation of a pre-released TomTom Products and/or Service, also referred to as “Beta Program”, you agree to be bound by these Pre-Release Terms along with the Terms of Use (collectively the "Terms"). These Terms constitute an agreement between you and TomTom.

In the event of any conflict between these Pre-Release Terms and the Terms of Use, these Pre-Release Terms shall prevail for all matters relating to your participation in the Beta Program. Upon conclusion of your participation or the public release of the Products and/or Services, the Terms of Use will govern your continued use of the Products and/or Services provided to you for the participation in the Beta Program.

TomTom and you are each referred to as “Party” and collectively as “Parties”.

All capitalized terms not otherwise defined in these Terms shall have the meaning as set forth in the Terms of Use.

By participating in the evaluation and/or testing of a pre-released Products and/or Service, you understand and agree that no compensation or payment of any kind shall be provided to you by TomTom in connection with or arising out of such evaluation and/or testing.

3.1 TomTom grants to you a non-exclusive, non-transferable, revocable, free-of-charge license to use the pre-released Products and/or Services for your personal use and solely for the purpose of testing and/or evaluating such pre-released Products and/or Services.

3.2 Nothing under these Terms shall be deemed to grant you a license to access and/or use the Products and/or Services or parts thereof other than as expressly set forth herein. Any other use of the same shall be subject to a separate written agreement between the Parties.

3.3 You acknowledge and agree that TomTom may revoke any access to the pre-released Products and/or Services at any time without notice at its own discretion.

4.1 As part of the license provided herein, you shall provide Feedback on the pre-released Products and/or Service to TomTom. By providing Feedback to TomTom, you agree to grant the license set forth in Section 9.3 of the Terms of Use.

4.2 If necessary, TomTom shall instruct you on how to use and test the pre-released Products and/or Service and what Feedback is desired by TomTom. TomTom shall provide you with instructions for how Feedback should be submitted.

4.3 TomTom may at all times, during the testing of the pre-released Products and/or Service, request that you provide further Feedback or clarification regarding any Feedback, and you shall make reasonable efforts to do so.

5.1 TomTom does not offer a warranty of any kind on the pre-released Products and/or Service. For the avoidance of doubt, the limited warranty mentioned in the Terms and Conditions does not apply to the pre-released Products and/or Service during and/or after the Testing Period.

5.2 During the Testing Period:

5.2.1 You warrant, represent, and guarantee that you do not work for, have not been hired by, and are not otherwise associated with a competitor of TomTom, a player in the navigation industry, or any player involved in navigation software licensing or production.

5.2.2 You agree to use the pre-released Products and/or Service with all due care and diligence and to take all reasonable steps to ensure the security of the pre-released Products and/or Service. You further agree to take reasonable security precautions to prevent access to the pre-released Products and/or Service by any third parties to which these Terms prohibit disclosure and access.

5.3 You warrant and represent that all Feedback provided by you is your original work and it does not infringe or misappropriate any third-party rights.

5.4 In the event that the pre-released Product is damaged, stolen or lost while in your possession, TomTom reserves the right, at its sole discretion, to determine on the basis of the circumstances whether you must compensate TomTom for any resulting damage, theft or loss, including but not limited the payment of the market price of the pre-released Products and/or Service from you.

5.5 Except as prohibited by law, you assume all the risks associated with the use, testing and/or installation of the pre-released product and/or service.

The pre-released Products and/or Service test period shall commence on the start date notified to you by TomTom and shall continue until the earliest of: (i) the end date indicated by TomTom or (ii) the termination of the testing in accordance with Section 7 of these Pre-Release Terms (“Testing Period”).

7.1 TomTom shall be entitled to suspend and/or terminate the testing and/or access of the pre-released Products and/or Service without any liability to you:

7.1.1 for any reason, with immediate effect, by providing written notice to you; or

7.1.2 in the event you are in breach of these Terms, in addition to any other remedy or rights under the Terms, including but not limited to TomTom’s right to claim damages from you.

7.2 You may terminate your participation in the testing for any reason by providing TomTom with ten (10) days written notice. However, should you choose to terminate as per this Section 7.2, you hereby waive any and all rights, claims, or entitlements related to and arising from the testing.

7.3 Within three (3) calendar days of the termination date or your receipt of TomTom’s termination notice, you must return the (pre-released) Product to the delivery address as indicated by TomTom and/or cease all use of the (pre-released) Products and/or Service, and all other Confidential Information as provided under these Terms. In any event, TomTom shall always be entitled to have you return and/or destroy any Confidential Information provided under these Terms by providing written notice to you.

8.1 Each Party shall use the Confidential Information of the other Party disclosed to it (by whoever disclosed) only for the proper performance of its duties under these Pre-Release Terms and shall not, without the disclosing Party’s written consent, disclose or permit the disclosure of the Confidential Information except in confidence for the proper performance of its duties under these Pre-Released Terms to those of its employees, officers and professional advisers who need to have access to it.

8.2 You shall not, without prior approval of TomTom, disclose any Confidential Information, and/or information about the pre-released Products and/or Service, its design and performance specifications, its object code, and the existence of any pre-release test and its results to any third party.

8.3 You shall not, without prior approval of TomTom, disclose any Confidential Information, and/or information about the pre-released Products and/or Service, its design and performance specifications, its object code, and the existence of any pre-release test and its results to any third party.

Unless otherwise agreed or requested by tomtom in writing, you shall not make any public announcement or engage in marketing activities in connection with the activities contemplated in the agreement or any ancillary matter without the prior written consent of tomtom, except if any announcement is required by law, a binding decision by a court or government authority or the rules of any recognized stock exchange provided that you shall consult with tomtom insofar as reasonably practicable prior to complying with such an obligation.

No waiver of any right under these Pre-Released Terms shall be deemed effective unless contained in writing, signed by both Parties, and no failure or delay by either Party in enforcing any right or remedy under these Terms shall be construed as a waiver of such right or remedy or of any future exercise of such right or remedy, or of any other right or remedy, by such Party.

Notwithstanding any provision of this Agreement to the contrary, the provisions of Sections 5 (“Warranties and Indemnifications”), 7 (“Termination”), 8 (“Confidentiality”), 11 (“Survival”) and any other Sections which expressly or impliedly survive expiry or termination of these Pre-Released Terms for any reason whatsoever shall continue in full force and effect after expiry or termination. Without prejudice to the foregoing, any fees and other payment obligations incurred by a Party prior to expiration or termination of these Terms shall survive and shall be paid by the responsible Party immediately after such expiration or termination.

If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.

13.1 Nothing in these Pre-Released Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.

13.2You understand and agree that there is no employment relationship between you and TomTom and there is no intention of having such an authority relationship under this Agreement (with you and/or any third-parties). Any instructions from TomTom as mentioned in the testing of the Products and/or Service or otherwise are solely considered to be instructions for the correct performance such testing.

Notices and other statements in connection with these Pre-Released Terms must be in writing, in the English language, and may only be given by way of a letter sent by courier and/or by e-mail. For all notices and all other matters relating to these Terms shall be sent to:

(a) Regarding you, at the e-mail address provided by you to TomTom for the purposes of participating in the testing of the pre-released Products and/or Service.

(b) Regarding TomTom, by overnight courier to TomTom’s Legal Department at De Ruijterkade 154, 1011 AC Amsterdam, The Netherlands, with copy by email at legal@tomtom.com.

These Pre-Released Terms constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to such subject matter.