This document was last updated November 2006.

INTRODUCTION. This is an agreement between you (“Developer”, “You”, or “Your”) and Microsoft Corporation (located at One Microsoft Way, Redmond, WA 98052-6399) ("Microsoft") regarding Your access to and use of the Virtual Earth application programming interface and associated documentation (the “API”) for the Microsoft Virtual Earth web service (the “Service”).By accessing and using the API, You agree to be bound by the terms and conditions of this agreement. Microsoft may change this agreement at any time upon notice to You in accordance with the provisions of Section 11. Your continued use of the API after any such notice will signify Your acceptance of such change. ADDITIONAL RIGHTS. If You are a customer of Microsoft and have separately entered into a MapPoint or Virtual Earth License Agreement and Service Order with Microsoft (the “MWS/VE Agreements”), the MWS/VE Agreements may give You additional rights than those provided in this agreement. In the event of any conflict between the MWS/VE Agreements and this agreement, the terms of the MWS/VE Agreement shall prevail. USE OF THE SERVICE. You may use the API to access and use the Service to display Results (as defined below in Section 4) within Your Application. As used herein, an “Application” is a computer program or website owned or controlled by You that uses the Service. You are not permitted to use the API or the Service on any intranet or non-public website, unless You have a MWS/VE Agreement that includes such rights. DISPLAY OF RESULTS. "Results" means the maps, photographic imagery, advertising and other results and any subset thereof available via the Service, including all associated user interface elements, text, graphics, colors, logos and such other elements as Microsoft may choose to make available via the Service from time to time. You may display Results only in the exact manner in which they are provided by Microsoft, without modification of any kind. You may not remove, modify (including adding to), minimize, alter, obscure or block any portion of the Results (including, without limitation, any logo, trademark, copyright or other notice of proprietary rights of Microsoft or its suppliers, any other legends, any digital watermarks on any image, or any advertisement). USE RESTRICTIONS User Action. You will not, and will not authorize any third party to, use any automated means including, without limitation, agents, robots, scripts or spiders, to access the API. Geocodes or reverse geocodes from the API may only be used in conjunction with the Service. You will not take any action that imposes an unreasonably or disproportionately large burden on Microsoft’s infrastructure, including the API, as determined by Microsoft in its reasonable discretion. You may not (i) access the underlying map data or photographic imagery other than through documented methods Microsoft provides to You; ii) work around any technical limitations in the API, (ii) reverse engineer, decompile or disassemble the API, except and only to the extent that applicable law expressly permits, despite this limitation, or (iii) publish any part of the API for others to copy. Testing. You may not use or authorize use of the API to do performance or stress testing on the Service without prior written approval from Microsoft. Further, You may not publish or publicly disclose the results of any benchmarking or other testing performed on or with respect to the Service (whether or not authorized) without prior written approval from Microsoft. Referral Identification. You will not take any steps to falsify or alter any unique referral identifier in, or assigned to, Your Application, or to otherwise obscure or alter the source of queries coming from Your Application to the API. Privacy and End User Terms of Use. All access to and use of the Service via the Application is subject to the data practices set forth in the Microsoft Online Privacy Statement. You must provide a hypertext link at the bottom of each page in Your Application containing Results from the Service, to the Microsoft Terms of Use and Privacy Statement located in the “About” box located at http://local.live.com or such other location as Microsoft may specify from time to time. General Restrictions. You will not access the API or use the Service and Your Application: (a) in connection with the transmission, sale, license or delivery of any infringing, defamatory, offensive, or illegal products, services or materials; (b) to copy, store, archive, or create a database of Results from the Service; (c) in violation of local, state Federal or equivalent privacy or other laws or regulations; (d) in any manner that threatens the integrity, performance, or availability of the Service; or (e) to sell, lease, or sublicense Results or access to the API or the Service. Service and API Updates. You acknowledge that Microsoft may in its sole discretion and at any time make feature or functionality updates to the API or Service that may impair or end the functionality of the Application. Your Responsibility. You will indemnify and hold Microsoft and its affiliates, agents and employees harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of any breach by You of any obligation or warranty under this agreement. You will be solely responsible for defending any claim, subject to Microsoft’s right to participate with counsel it selects, and You will not agree to any settlement that imposes any obligation, liability or admission of guilt on Microsoft without Microsoft’s prior written consent. Transaction Limitations. Microsoft reserves the right, from time to time, in its sole discretion, to impose a limit on the number of Transactions (as that term is defined below) that You may request from the API or to otherwise limit or suspend Your access to the API or the Service. Without limiting the foregoing, You may not request more than Five Thousand (5,000) Transactions from the API in a twenty four hour period. A “Transaction” means using any of the following Service functionalities (and subsets thereof), or any successor thereof or addition thereto, all as described in the Service software development kit located at http://go.microsoft.com/?linkid=4932476 (“SDK”) including: i) Find Methods (Find, FindResult, FindResults,; ii) Route Methods: (Route,RouteItinerary, and RouteSegment); and, iv) rendering eight (8) map or photographic imagery tiles (256 x 256 pixels per tile). Photographic Imagery. You may be able to access photographic imagery (which includes both aerial and oblique (“bird’s eye”) imagery) in the Results via the Service. Your only right with respect to the photographic imagery is to display the photographic imagery to end users within Your Application, and in the same manner and format as it is provided by the Service. You may not, nor may You authorize others to: i) copy, save, download, distribute, transmit or in any way manipulate the photographic imagery in the Service; ii) print the bird’s eye imagery; or iii) publicly display metadata from the bird’s eye imagery including latitude, longitude, and altitude as provided by Microsoft. Microsoft reserves the right, in its sole discretion, to determine whether Your display of the photographic imagery is in accordance with the terms of this Section and the agreement. ADVERTISING. Microsoft reserves the right, to include advertising in the Results provided to You via the Service. FEEDBACK. If You give feedback about the API or the Service or any related materials to Microsoft, You give to Microsoft, without charge, the right to use, share and commercialize Your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of a Microsoft product or service that includes the feedback. You will not give feedback that is subject to a license that requires Microsoft to license its product or documentation to third parties because we include Your feedback in them. These rights survive this agreement. TERM AND TERMINATION. If You are dissatisfied with any aspect of the API or the Service, Your sole and exclusive remedy is to cease using the API and the Service. Notwithstanding anything contained in the agreement to the contrary, Microsoft may, in its sole discretion, terminate or suspend Your access to the API and the Service at any time. This Section and Sections 5, 8, 9, and 10 shall survive termination, along with any other provisions that might reasonably be deemed to survive such termination. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY AND REMEDIES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE API, THE SERVICE AND ANY ASSOCIATED RESULTS, MATERIALS, AND SERVICES IS AT YOUR OWN RISK. THE API, THE SERVICE, AND ANY RESULTS, MATERIALS OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF MICROSOFT PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND WITH ALL DEFECTS. MICROSOFT HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE SERVICE WILL OPERATE PROPERLY AS INTEGRATED WITH OR USED BY YOUR APPLICATION, AND ALL REPRESENTATIONS AS TO THE QUALITY OF, THE API, THE SERVICE, OR ANY ASSOCIATED RESULTS, MATERIALS OR OTHER SERVICES. MICROSOFT WILL NOT HAVE ANY LIABILITY IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION), EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT MICROSOFT’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, ACTIONS AND/OR OMISSIONS ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $5.00. THESE LIMITATIONS WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. RESERVATION OF RIGHTS. Except for the licenses expressly granted under this agreement, Microsoft and its suppliers retain all right, title and interest in and to the, API, Service, materials, and all intellectual property rights therein. NOTICES; MODIFICATIONS. Microsoft will give notices to You, at Microsoft’s option, by posting on any portion of www.microsoft.com/virtualearth or any successor to such website, or by electronic mail to the e-mail address provided by You to Microsoft. It is Your responsibility to ensure that Your e-mail address and any other contract information You provide to Microsoft is updated and correct. MISCELLANEOUS Governing Law; Jurisdiction. This agreement will be construed under and controlled by the laws of the State of Washington, except for any conflict of law principles to the contrary. You hereby irrevocably consent to the personal jurisdiction of, and exclusive venue for, any legal proceeding commenced by You or on Your behalf, in the state and federal courts sitting in King County, Washington, USA. Attorneys’ Fees. IIn any action or suit to enforce any right or remedy under this agreement or to interpret any provision of this agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees. Assignment. You may not assign, sub-license, transfer, encumber or otherwise dispose of this agreement, or any of Your rights hereunder, by operation of law or otherwise, without Microsoft's prior written approval. Except as otherwise provided, this agreement will be binding upon and inure to the benefit of the parties' successors and lawful assigns. Waiver and Severability. The failure of either party at any time to enforce any right or remedy available to it will not be construed to be a waiver of such right or remedy. If any provision of this agreement is held to be unenforceable in any respect, such unenforceability will not affect any other provision of this agreement. Entire Agreement. This agreement and your MWS/VE Agreement, if any, constitutes the entire agreement between You and Microsoft regarding the subject matter hereof. Microsoft may change this agreement at any time upon notice to You in accordance with the provisions of Section 11. Your continued use of the API or Service after any such notice will signify Your acceptance of such change.