core terms 1 purpose, structure, precedence program gtcs v1.0.pdf · hpp gtcs v1.0 page 3 of 26...

HPP GTCs v1.0 of 26 CONFIDENTIAL

HERE PARTNER PROGRAM GENERAL TERMS AND CONDITIONS

These HERE Partner Program General Terms and Conditions apply to all HERE Materials and to the parties identified in a License Supplement. Supplemental terms and conditions will be added depending on the exact HERE Materials and the Permitted Use Cases the parties agree to license.

Publication Date: February 5, 2018

CORE TERMS

1 Purpose, Structure, Precedence

1.1 Purpose. Partner wishes to license from HERE the HERE Materials for purposes of Applications and for purposes of granting sublicenses to Partner’s business customers for Applications.

1.2 Structure. The HERE Partner Program General Terms and Conditions consists of

1.2.1 these HERE Partner Program General Terms and Conditions,

1.2.2 one or more License Supplements,

1.2.3 Application Order Form(s),

1.2.4 Price Letters (if any),

1.2.5 the Acceptable Use Policy,

1.2.6 the HERE Privacy Policy,

1.2.7 applicable Service Level Agreement(s),

1.2.8 the HERE Developer Guides found at developer.here.com, any product descriptions, limitations, linked and supplemental provisions that are set forth in documentation which is made available to Partner, and

1.2.9 the Partner Agreement that Partner agreed to when Partner applied for the HERE Partner Program.

(collectively, the “Agreement”).

1.3 Precedence. To the extent of any conflict between the different documents above, they shall prevail in the order above. Updated versions of a particular document shall supersede an earlier version of the same document. Partner’s terms and conditions, including any preprinted or other terms and conditions contained in a quotation, purchase order, or proposal submitted by Partner, are not binding on HERE.

1.4 License Supplements Generally. A License Supplement incorporates this Agreement by this reference and sets out the Permitted Use Cases for which the HERE Materials may be utilized, the related fees, discounts, and limitations.

1.4.1 Multiple License Supplements. Multiple License Supplements may be entered into for multiple Permitted Use Cases. If the parties have entered into more than one License Supplement with the same or substantially similar Permitted Use Case such that the two License Supplements cannot be read without an irreconcilable conflict between the earlier and the later License Supplement, then


1.4.1.1 HERE will treat the earlier-dated License Supplement as terminated by mutual agreement as of the effective date of the later-dated License Supplement subject to section 1.4.1.2, and

1.4.1.2 Any outstanding fees under such terminated License Supplement shall remain payable, licenses that have been granted shall continue subject for the duration of the later-dated License Supplement, and

1.4.1.3 The anniversary for purposes of determining subscription periods and MALF (if any) shall remain unaffected by the later-dated License Supplement, unless a contrary intent appears on the face of the later-dated License Supplement.

1.5 Price Letters. Parties may temporarily deviate from the fees or other terms set out in a License Supplement by signing a Price Letter. Temporary pricing or other items in a Price Letter shall expire as provided in the Price Letter and shall immediately revert to the relevant License Supplement(s).

1.6 Partner Responsibility. Partner is liable under the Agreement for acts and omissions of its End Users, and a breach of the terms hereof by an End User shall be deemed a breach by Partner.

2 Fees, Reports, Invoicing

2.1 Fees. Fees are quoted without value-added, sales, use or similar tax. Fees shall be reported and paid consistently in the currency set out in the License Supplement, including, as applicable, fees quoted in a price list, a Partner Price Book or other similar resource published by HERE. Fees are calculated for each Application separately. Fees are calculated per Application and per end customer. Fees including MALFs are not refundable. Fees or MALFs may not be applied against any other fee periods, and may not be credited towards or offset other amounts due to HERE.

2.2 MALFs. Partner shall pay HERE a MALF in the amount and in such installments set out in the License Supplement. The MALF shall be applied annually to fees due under the License Supplement.

2.3 Sell-out Reports.

2.3.1 Partner shall report to HERE all use of Licensed Materials using agreed-upon units of measure (such as number of assets, devices and users). Partner shall make accurate records of and shall report to HERE Partner’s use of HERE Data pursuant to ARTICLE II (Partner Rights), and/or ARTICLE III (Data Terms and Conditions). Except for Partner-reported units of measure (such as number of assets, devices and users) which shall be reported by Partner, HERE shall make records of HLS usage by Applications for the purposes of calculating fees accrued pursuant to ARTICLE II (Partner Rights), and/or ARTICLE IV (Platform Access Terms). HERE’s statistics shall be the sole measure of calculating fees accrued pursuant to ARTICLE IV (Platform Access Terms).

On or before the 10th day of each calendar month, Partner shall provide HERE with a written sell-out report for the previous month in respect of Partner reported units of measure. The report shall set forth the fees and other charges due and the basis of calculation (such as asset, device or user volumes, as applicable), including applied discount percentage (if any expressly agreed in a License Supplement), currency and such other information HERE may reasonably request, including such information as HERE may require to support its obligations to report and pay royalties to HERE’s suppliers. To ensure that the parties account for each month, Partner shall provide HERE with sell-out reports even if no fees are due.


For Partner-reported units of measure, if HERE does not receive Partner’s report by the due date Partner for a given month (“Late Report”), HERE will invoice based on the information provided in the report for the month prior to the Late Report. Partner remains obligated to provide the Late Report as soon as possible, and if Partner reports a higher number than what HERE invoiced, then Partner will be invoiced for the additional units (including, if applicable, late payment interest). If Partner, on the other hand, reports fewer units in the Late Report that invoiced for that month, accrued fees shall not be credited, offset, or returned.

2.4 Overages and Minimums. Overage fees shall accrue if any limits are exceeded by Partner or End Users (such as individual periods, or aggregate period/annual transaction limits, user, RPS, asset or device volumes). Any minimum number of assets, users or other units of measure set out in a License Supplement for the calculation of fees represents the minimum unit(s) for such Permitted Use Case regardless of whether actual unit volume was lower. If fees are based on number of Transactions and Partner does not consume the subscribed Transactions in the relevant period, unused Transactions may not be carried forward to any future period. Any maximum number of assets, users, or other units of measure are the maximum volume that Partner is licensed for such Permitted Use Case. Additional fees shall apply, per HERE standard fees or as expressly set out in the relevant License Supplement (whichever is applicable).

2.5 Invoicing and Payment. Except for subscriptions, following receipt of or generation of a sell-out report, HERE shall invoice Partner for the amounts due. Fees for subscriptions (as may be selected in an AOF) are invoiced in advance of each subscription period. Fees shall be paid within 30 days from the due date of the report or, if no reports are due, from date of the invoice. Overage fees are payable monthly in arrears beginning in the month that the limit is first exceeded. All fees shall be due and paid within 30 days following the due date of the sell-out report unless the parties agree to a different period in a License Supplement. The MALF (if any) set out in the License Supplement is due and shall be paid within 30 days following the License Supplement Effective Date and each anniversary thereafter.

2.6 Late Payment Interest. Without waiver or limitation of ARTICLE I, section 12 below, any amount not paid when due shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law.

2.7 Costs and Taxes. Partner shall pay any and all fees, currency conversion costs, taxes and other costs or charges on all payments and transfers to HERE, exclusive of any income tax calculated on HERE's net income. To the extent that Partner is required by law to withhold tax based upon HERE's revenue, Partner may deduct such tax from the fees payable to HERE and remit them to the appropriate government authorities provided that: (i) Partner may only deduct such tax to the extent that the revenue pertains to fees due hereunder; (ii) such deduction is in accordance with the valid tax treaty rates between the countries of incorporation of the parties, and (iii) Partner shall promptly send HERE a certificate or other document reasonably requested by HERE showing the payment of such tax.

3 Technical Support, Error Reporting, Feedback

3.1 HERE will provide to Partner up to 8 hours of telephonic support per calendar quarter with respect to the HERE Materials and related products via the HERE support portal, currently located at https://here.na1.teamsupport.com/login/user.

3.2 Partner, not HERE, is solely responsible for providing Partner’s customers and End Users with reasonable customer, technical, and other support.

https://here.na1.teamsupport.com/login/user


3.3 Partner may provide HERE with Feedback. Partner acknowledges and agrees that: (i) Partner shall not retain, acquire or assert any Intellectual Property Right or other right, title or interest in or to the HERE Materials due to such Feedback; (ii) HERE may have development ideas similar to the Feedback; (iii) Feedback will not contain confidential or proprietary information of Partner or any third party. HERE is not under any obligation of confidentiality with respect to the Feedback. Partner grants HERE and HERE Affiliates an exclusive, transferable, irrevocable, royalty-free, fully paid up, sublicensable and perpetual right to use the Feedback in any manner and for any purpose.

4 Restrictions Related to HERE Materials and Applications

4.1 Partner shall not make available the Licensed Materials (or any portions thereof or information derived therefrom) to any third party (including any Partner Affiliates and subcontractors). This section 4.1 is without prejudice to the rights that a Partner may have under ARTICLE II (Partner Rights).

4.2 Partner shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, as applicable, of all or any portion of the HERE Materials.

4.3 Partner shall not combine, incorporate, utilize, or distribute any portion or copies of the HERE Materials with or in connection with any product, system or other materials or data which, alone or in combination with such HERE Materials, violates, infringes, or misappropriates any other person's rights.

4.4 Notwithstanding anything to the contrary in the Agreement, Partner may not combine, incorporate, or distribute HERE Materials (or any part thereof) with any other content, services or code that may subject any HERE Materials to any open source or open data licenses or public domain where such licenses or terms would (i) cause the disclosure or distribution of the HERE Materials (or any part thereof); (ii) result in licensing of the HERE Materials (or any part thereof) for the purpose of making derivative works; (iii) cause redistribution of the HERE Materials (or any part thereof) at no charge, as a condition for use, modification or distribution of such other content, services or code; or (iv) otherwise restrict or impact the licensing or other use of the HERE Materials (or any part thereof).

4.5 Partner shall not export from anywhere any part of the HERE Materials or information derived therefrom except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

4.6 Partner acknowledges and agrees that Partner, not HERE, is responsible for the Application, and any regulatory approvals, business licenses or permits. Partner shall monitor the Application to validate it is used solely for a Permitted Use Case.

5 Changes

5.1 HERE may change or discontinue any of the evaluation or demonstration uses of HERE Materials at any time by notifying Partner or posting a notice to the HERE Partner Portal.

5.2 HERE may change or discontinue HERE Materials or change, limit or remove functionality of any or all of the Licensed Materials at any time, as follows:

5.2.1 Regarding Data and Licensed Materials, HERE will post at least 6 months prior notice to Partner, except to the extent the change is intended to address any actual or perceived emergency or threat to the operation of the HLS, to comply with the law, or respond to requests


or demands of a government or regulatory entity or concerning third party privacy or intellectual property rights.

5.2.2 Regarding APIs, HERE may change or discontinue any APIs for the Services from time to time. HERE will continue supporting the previous version of such API for 180 days after the change or discontinuation, except if doing so results in actual or perceived emergency or threat to the operation of the HLS, failure to comply with the law, or prevent or delay a response to requests or demands of a government or regulatory entity or concerning third party privacy or intellectual property rights.

5.3 HERE may change, discontinue, or add Service Level Agreements at any time. To the extent a change or addition materially diminishes existing Service Levels that Partner is receiving, HERE will post 180 days advance notice of the change.

5.4 This section is without limitation of anything contained in the Partner Agreement that Partner agreed to when Partner applied for the HERE Partner Program.

6 Warranties; Exclusion of Implied Warranties

6.1 Each party hereby represents and warrants to the other that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) it has all requisite corporate power and authority to execute and deliver the Agreement and to perform its obligations under the Agreement; (iii) the execution and delivery of the Agreement will not conflict with or violate any other agreement to which such party is a party; (iv) it is not a party identified on any governmental export exclusion lists.

6.2 Partner represents and warrants to HERE that: (i) use of the HERE Materials shall be in compliance with the Agreement, technical guidelines and other requirements as HERE may provide from time to time; (ii) the Application shall not contain or distribute any viruses, spam, malware or any other malicious software programs, technology or content that may harm or disrupt the operation of the HERE Materials or HERE products and services; (iii) Partner shall exercise all legally required care and diligence in connection with the design, manufacture, workmanship, testing, distribution and operation of the Application; and (v) Partner will implement and comply with appropriate data privacy and security measures in connection with its collection, processing, transfer and use of personal data.

6.3 EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, THE HERE MATERIALS AND ANY HERE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. HERE, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY THAT THE SAME WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. HERE, ITS AFFILIATES AND THEIR LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE HERE MATERIALS AND ANY HERE PRODUCTS AND SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY IMPLIED WARRANTIES ARISING FROM LAW, COURSE OF DEALING, PERFORMANCE OR OTHERWISE.

7 Licenses

7.1 HERE Materials. The licenses available to Partner to the HERE Materials are set out in the relevant Articles II through IV below.


7.2 Partner Applications. Subject to Partner’s prior approval, HERE and its Affiliates may, at no charge, use samples of Applications for internal purposes of testing the HERE products and services and externally, subject to Partner’s specific instructions related to confidentiality, to demonstrate the Applications and related HERE products and services at trade shows and other promotional events.

7.3 No Implied Grants. Except as explicitly granted in the Agreement, all rights are reserved and no other rights, licenses, releases, covenants not to sue or other rights or immunities, express or implied, by estoppels or otherwise are granted by HERE under the Agreement. Notwithstanding anything to the contrary in the Agreement, no rights or licenses, whether express or implied, are granted by HERE to any technologies that may be necessary for the use of the HERE Materials by Partner or Partner’s customer (e.g., operating systems, communication protocols or cellular technologies) but that are not included in the HERE Materials provided by HERE.

8 Intellectual Property Rights

8.1 The structure, organization, and code of the HERE Materials and related products and services are the valuable trade secrets, protected by US and international intellectual property laws, and are Confidential Information of HERE, its Affiliates and their respective licensors.

8.2 No ownership of any Intellectual Property Rights relating to the HERE Materials, HERE Marks or any other information, material, products or services provided by HERE to Partner is assigned or transferred to Partner.

8.3 No ownership of any of Partner’s Intellectual Property Rights are assigned or transferred to HERE except as set forth in section 3.3 solely with respect to Feedback.

9 Indemnification

9.1 Indemnification by HERE

9.1.1 Indemnification. Subject to section 10 (Limitations and Exclusions of Liability) and the remaining provisions of this section 9.1, and subject to Partner’s compliance with the terms and conditions of the Agreement, HERE shall indemnify and hold harmless Partner and its Affiliates and its or their respective officers, directors, employees and agents (each, with Partner, a "Partner Indemnitee") from and against any Losses to the extent based on any claim made by a third party other than a Partner Indemnitee, that the HERE Materials or the HERE Marks in the form provided by HERE to Partner infringe any Intellectual Property Rights of such third party (individually and collectively in each such case, a "Claim").

9.1.2 Obligation to Defend. HERE shall have the obligation at its sole option to either defend or settle and the sole right to control the defense and settlement or other disposition of any Claim, including any related counterclaims, at its own expense with counsel of its own choice. Partner shall (and procures that any applicable Partner Indemnitee shall) at all times (i) promptly notify HERE in writing of any Claim, (ii) not consent to judgment or enter into any settlement or compromise or admit liability in respect of any Claim without the prior written consent of HERE which consent HERE may give at its sole discretion, and (iii) provide all reasonable assistance to HERE in connection with any Claim. Following commencement of defense of a Claim by HERE, Partner may employ separate counsel by prior written notice to HERE at Partner’s own expense and may participate in the defense of the Claim.

9.1.3 Mitigation of Risk. If HERE determines that the continued use of the HERE Materials or HERE Marks is likely to violate the rights of a third party, or be enjoined as a result, HERE may in


its sole discretion and at its own option and expense (i) obtain a license or other rights to permit Partner to continue to use the HERE Materials or HERE Marks or (ii) replace or modify the HERE Materials or HERE Marks so that such HERE Materials or HERE Marks cease to violate such third party rights, or (iii) if either of the foregoing alternatives is not commercially practicable or the applicable Partner Indemnitee refuses to cooperate with HERE and promptly accept and use the modified or replacement HERE Materials or the HERE Marks or refuses to cease using any HERE Materials or HERE Marks which may be violating such third party rights, then HERE shall have the right to terminate the Agreement effective upon written notice to Partner and refund to Partner any prepaid fees for the remainder of the Term.

9.1.4 Exclusions. Notwithstanding any contrary provision of the Agreement, HERE shall have no obligation or liability under this section 9 or otherwise if any Claim or losses relate to or are in connection with: (i) the unauthorized use or modification of any HERE Materials or HERE Marks; (ii) any unauthorized assignment, transfer or sublicense of any HERE Materials or HERE Marks or the Agreement (or any part thereof); (iii) any intellectual property rights owned or licensed or controlled by a Partner Indemnitee or any Affiliate or intermediary or licensee or sublicensee thereof; (iv) any use or combination of the HERE Materials with any other content, data, software, components, technologies, products or services not supplied by HERE; (v) any continued use, including manufacturing, distribution, licensing or sublicensing by any Partner Indemnitee with respect to the HERE Materials or any HERE Marks after being informed of any allegedly infringing activity or being provided with modified or replacement HERE Materials or HERE Marks that would have avoided the alleged infringement; (vi) any violation of the Agreement or applicable law by a Partner Indemnitee, (vii) negligence or willful misconduct of any Partner Indemnitee; or (viii) any claim covered by any indemnification or defense rights of a Partner Indemnitee against any third party (items (i) through (viii) collectively "Excluded Matters").

9.1.5 Exclusive Remedy. Notwithstanding any contrary provision of the Agreement and to the fullest extent not prohibited by applicable law, the foregoing provisions of this section 9 shall be the sole and exclusive obligation of HERE and the sole and exclusive remedy of Partner and any other Partner Indemnitees (or any of them) relating to or in connection with any alleged or actual Claims (or any of them). None of the Partner Indemnitees shall be entitled to any form of equitable or implied indemnification at any time.

9.2 Indemnification by Partner

9.2.1 Except to the extent HERE is expressly obligated to indemnify Partner hereunder, Partner shall indemnify HERE and its Affiliates and each and all of its or their respective officers, directors, employees and agents (each, a “HERE Indemnitee”) from and against any and all Losses based on any claim by a third party relating to or in connection with

9.2.1.1 any Excluded Matters,

9.2.1.2 any use or implementation of the HERE Materials or HERE Marks by Partner, its Affiliate(s) or End Users (collectively “Partner Entities”),

9.2.1.3 to the fullest extent not prohibited by applicable law, any liability for personal injury (including death) and property damage or products liability relating to or in connection with use or implementation of the HERE Materials by any Partner Entities,

9.2.1.4 any Claim alleging claims between or among Partner, any customer of Partner, or any End Users affected by or interacting with an Application, or


9.2.1.5 the failure of Partner to comply with any provision of the Agreement (individually and collectively in each such case, also a "Claim").

9.2.2 In connection with any such Claim, (i) HERE may at its own expense participate and appear on an equal footing with Partner in the defense of any such Claim, (ii) HERE at the expense of Partner shall have the right to undertake and control such defense with counsel of its choice in the event of the material failure of Partner to undertake and control the same, and (iii) HERE at the expense of Partner shall have the sole right to control with counsel of its choice the defense and settlement or other disposition of any Claim (including any related counterclaims) (1) relating to the intellectual property rights of HERE or its Affiliates or licensors, or (2) where an adverse judgment would establish a precedent that would be materially damaging to the continuing business interests of HERE or its Affiliates, or (3) to the extent required by any insurer of HERE or its Affiliates.

9.2.3 Notwithstanding the foregoing in section 9.2.2 to the contrary, HERE shall only be responsible for any excess litigation costs and expenses which would not have otherwise been incurred by Partner in connection with control of such defense or settlement or other disposition of the Claim but for the assumption of control of such Claim by HERE under section 9.2.2, based on a good faith determination and allocation by the parties. The foregoing obligation of HERE for excess costs and expenses shall be limited to reasonable attorney's fees, court costs and expenses for experts and discovery and similar litigation expenses, and shall not be applicable to the amount of any judgment, award, settlement or other cost of the disposition of the Claim.

10 Limitations and Exclusions of Liability

10.1 NEITHER PARTY SHALL BE LIABLE TO EACH OTHER IN CONTRACT, TORT OR OTHERWISE, WHATEVER THE CAUSE THEREOF, FOR ANY LOSS OF PROFIT, BUSINESS OR GOODWILL OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER THE AGREEMENT, EXCEPT IN CASES OF INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE OR BREACH OF CONFIDENTIALITY.

10.2 PARTNER UNDERSTANDS THAT HERE IS NOT RESPONSIBLE FOR, AND WILL HAVE NO LIABILITY FOR, HARDWARE, SOFTWARE OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSONS OTHER THAN HERE.

10.3 FOR ANY AND ALL CLAIMS BROUGHT UNDER THE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR THE BASIS ON WHICH THE CLAIM IS MADE (INCLUDING, BUT NOT LIMITED TO, BREACH, NEGLIGENCE, MISREPRESENTATION, INDEMNIFICATION OR OTHER CONTRACT, TORT OR STATUTORY CLAIM), THE AGGREGATE, CUMULATIVE AND TOTAL LIABILITY OF HERE, ITS EMPLOYEES, LICENSORS AND AFFILIATES WILL IN NO EVENT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES UP TO THE AMOUNT PAID BY PARTNER UNDER THE SUPPLEMENT FROM WHICH THE CLAIM ARISES DURING THE 12 MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

10.4 Partner acknowledges and agrees that the allocation of the risks (as expressed in the indemnities and the limits on warranties, liabilities, damages and remedies) contained herein reflect the economic basis of the Agreement, in the absence of which the Agreement would not have been made.


10.5 Covenant Not to Sue.

10.5.1 Partner agrees that it and shall procure that its Affiliates, as the case may be, covenant and agree not to bring suit before any court or administrative agency or otherwise assert any claim against HERE or any of its Affiliates, suppliers or customers based on any of Partner’s or Partner Affiliates’ Intellectual Property Rights due to the use of the HERE Materials and HERE Marks or implementations thereof.

10.5.2 Partner agrees that it and shall procure that its Affiliates shall impose the obligation stated in section 10.5.1 on any third party to whom Partner or Partner Affiliates may assign or transfer their Intellectual Property Rights. This obligation is restricted to suits or other assertions based on such assigned or transferred Intellectual Property Rights.

10.5.3 Partner shall be released from Partner’s covenant and agreement not to sue under this section in relation to a particular beneficiary (but not in relation to any other beneficiary) if: (i) Partner is first sued for Intellectual Property Rights infringement related to the HERE Materials by such other beneficiary who benefits from Partner’s covenant and agreement as set forth herein; and (ii) the suit is based on Partner’s infringement of such other beneficiary’s Intellectual Property Rights which, if held by Partner, would be subject to the covenant and agreement not to sue provided for above in this section.

11 Confidentiality

11.1 Except as expressly allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees in writing. Each party shall use the same means it uses to protect its own confidential and proprietary information of similar nature, but in any event not less than reasonable means, to prevent disclosure and to protect the confidentiality of Confidential Information received from the other party. Each party shall ensure that its employees and contractors with access to Confidential Information of the other party have received appropriate training on how to handle Confidential Information and to detect and report information security incidents.

11.2 Each party may disclose Confidential Information to its employees, contractors and Affiliates with a need to know for performance under this Agreement, provided that any recipient is bound by confidentiality obligations at least as restrictive as this Agreement.

11.3 Upon termination of the Agreement or upon request of the disclosing party, each party shall return or destroy (and certify such destruction in writing) all Confidential Information of the other party and any and all copies or extracts thereof.

11.4 The receiving party shall not be obligated under this section with respect to information provided to (or in the possession of) HERE pursuant to subject to ARTICLE I section 13.5.2, or that the receiving party can document: (i) is or has become publicly available without restriction through no fault of the receiving party or its employees, Affiliates or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully entitled to disclose such information; or (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to Confidential Information of the disclosing party; or (v) is required to be disclosed by law, subpoena, or similar order of a court of competent jurisdiction, provided that a party required to make such disclosure will provide prompt notice of such required disclosure so the other party may seek a protective order limiting the required disclosure.


12 Audit

Partner shall maintain accurate records regarding its use of the HERE Materials and for the calculation of fees and other charges for 3 years after the due date for payment of such fees and other charges to HERE. HERE shall have the right once annually, at its own expense, to audit at Partner’s premises Partner records which are reasonably necessary, as determined by HERE in good faith, to fully verify the fees and other charges and compliance with the Agreement. Partner shall provide HERE access to such Partner records no later than 30 days following receipt of written notice of the audit from HERE. Any audit shall occur within 3 years following the due date of the applicable payment. HERE and its auditors shall treat such records as confidential under section 11 above. If an audit determines that the amounts due during the applicable period exceed payments actually made by 5% or more, then Partner shall reimburse HERE the cost of the audit. Partner shall pay HERE the fees and other charges due and interest within the payment term as set out in the Agreement from completion of the audit.

13 Term and Termination; Survival

13.1 Term. The Term is set out on the cover page of a License Supplement. Subject to the remaining provisions of this section 13, these terms and conditions remain in force during the Term.

13.2 Termination For Breach. Either party may terminate the Agreement or any License Supplement (or both) by written notice immediately upon material breach by the other party if such breach cannot be remedied, or if the other party fails to cure any material remediable breach within 30 days of receipt of written notice.

13.3 Termination For Bankruptcy. Either party may terminate the Agreement immediately if any of the following events occur affecting the other party: (i) voluntary bankruptcy or application for bankruptcy; (ii) involuntary bankruptcy or application for bankruptcy not discharged within 60 days; (iii) appointment of receiver or trustee in bankruptcy for all or a portion of its assets; or (iv) an assignment for the benefit of creditors.

13.4 Immediately following termination or expiration of the Agreement or any License Supplement, Partner shall cease all use of the applicable HERE Materials and information derived therefrom and all other materials provided by HERE. Partner shall return or destroy (and certify such destruction in writing) all of the foregoing within 30 days of termination or expiration.

13.5 Notwithstanding the foregoing, upon termination of the Agreement or the applicable License Supplement (except if terminated for cause by HERE), a subscription to an Application(s) sold by Partner to its customers that extend beyond the effective date of termination of the Agreement (or the applicable License Supplement) shall remain in force, on the express condition that

13.5.1 Partner provides prompt written notice to Partner’s customers of the expiration or termination of this Agreement the content and format of which shall be agreed to by HERE in good faith and using reasonable efforts; and

13.5.2 Partner provides reasonable cooperation to HERE and provides all necessary information to HERE to enable HERE or its designee to continue to support such subscription and all billing and invoicing relating to the subscription (each, a “Surviving Subscription”), and

13.5.3 Surviving Subscriptions shall survive no longer than 1 year from the effective date of termination of the applicable License Supplement; and

13.5.4 The Agreement shall continue to apply to any Surviving Subscriptions.


13.6 Survival. All sections of the Agreement that are expressly intended to survive the expiration or termination of the Agreement, and sections that reasonably should survive, and all accrued rights, shall survive the expiration or termination of the Agreement, including 1, 2.1 through 2.4, 2.6, 2.7, 3.2, 3.3, 4, 5, 7.3, 8, 9, 10, 11, 12, 13 and 15.

14 End User Terms and Supplier Terms

14.1 HERE End User Terms. Partner shall ensure that the End User Terms are made available to and accepted by End Users in connection with the Applications, in such a manner that the End User Terms are enforceable by HERE; provided that, if an Application displays links to the End User Terms served with the HERE map canvas, the requirement in this section is deemed to be satisfied.

14.2 Partner’s End User Terms.

14.2.1 Partner, not HERE, is fully responsible for the Application and all legally required and otherwise appropriate instructions, warnings, notices and safety information related to the Application and its use, including Partner’s privacy policy. Such Requirements shall include a notice related to information collected by HERE to support End Users’ use of the Application.

14.2.2 Such end user terms must be made available for acceptance by End Users prior to making available the Application, during the first use of the Application and, after the first use, from within the Application, e.g. in Application settings.

14.3 Changes to End User Terms and Implementation. HERE reserves the right to amend or replace End User Terms from time to time. HERE reserves the right to (i) review the situations where and the manner in which Partner obtains acceptance to the End User Terms or the Partner end user terms; (ii) require Partner to change the implementation of acceptances; and (iii) acquire or require Partner to acquire additional consents from End Users if deemed necessary by HERE. Partner understands that these requirements are of material importance and hereby agrees to follow instructions from HERE.

14.4 U.S. Government End Users. Applications for U.S. Government End Users or any other entity seeking or applying rights similar to those customarily claimed by the United States government, shall include the following: “[insert ’HERE products and services’ or such other name that Partner uses specifically to refer to products and services licensed by HERE] (hereinafter “Covered Products and Services”) is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with [insert the name of the terms/conditions in which this notice is included]”, and each copy of Covered Products and Services delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

NOTICE OF USE

CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: HERE

CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 425 W. Randolph St., Chicago, Illinois 60606

These Covered Products and Services are a commercial item as defined in FAR 2.101 and is subject to [insert the name of the terms/conditions in which this notice is included] under

which these Covered Products and Services were provided.

© 1987 - 20XX HERE – All rights reserved.


If the contracting officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Covered Products and Services.

14.5 Supplier Terms. HERE may be obliged to pass through certain Supplier Terms. Partner shall comply with all such Supplier Terms. HERE reserves the right to amend or replace the Supplier Terms from time to time.

15 Miscellaneous

15.1 Governing Law and Dispute Resolution. The Agreement shall be construed and governed by the substantive laws of the Netherlands if HERE Europe B.V. is the signatory or by the substantive laws of the State of Illinois, USA if a different HERE entity has signed. If several HERE Affiliates sign the Agreement, the law of the domicile of the first HERE Affiliate signatory governs. Regardless of the applicable law, no effect is given to conflict of law provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to the Agreement. If there is a dispute between the parties as to matters covered by the Agreement, or the validity, enforceability or interpretation thereof, such dispute shall be submitted to the competent court in Amsterdam, the Netherlands if Dutch law applies and to the competent court in the State of Illinois, USA if Illinois law applies, in each case without prejudice to parties’ right to appeal. The provisions of this section shall not prevent either party from seeking immediate injunctive relief in any court of competent jurisdiction.

15.2 Compliance with Law. Each party shall comply with all laws applicable to it in performing the Agreement or in exercising any rights or license granted hereunder.

15.3 Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall be unaffected and remain valid and enforceable as if such provision had not been set forth herein. The parties hereby agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision.

15.4 Waiver. No waiver will be deemed effective unless set forth in writing and signed by the party charged with such waiver, and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under the Agreement.

15.5 Limitation on Action. Except for any breach of Partner’s payment obligations or any unauthorized use of the other party’s Intellectual Property Rights, any action by either party in connection with the Agreement must be brought within 2 years after the cause of action arose.

15.6 Force Majeure. Neither party shall be liable to the other for a failure to perform any of its obligations under the Agreement, except for payment obligations, due to circumstances beyond its reasonable control, provided such party notifies the other of the delay.

15.7 Relationship. The Agreement is between HERE and Partner. No third-party beneficiaries are intended except if expressly provided. Each party is an independent contractor and as such does not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose.

15.8 Publicity. All written press or similar media releases relating to the Agreement must be approved in writing by the other party prior to their release unless the disclosure is required by


applicable law, in which case the disclosing party will provide to the other party prompt notice of such required disclosure and comply with any protective order.

15.9 Notices. All notices under the Agreement must be in writing and delivered by hand or recognized overnight express mail addressed at the address of the party set forth in the License Supplement, or at such other address as either party may have provided to the other in writing. Such notices shall be effective, if sent by overnight express mail, 2 business days after mailing; and if sent otherwise, upon proven receipt.

15.10 Assignment. The rights and obligations of each party under the Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that HERE may assign the Agreement to an Affiliate or any entity that acquires substantially all of its respective stock, assets or business. Any transfer or assignment attempted in contravention of this section shall be void.

15.11 Entire Agreement. The Agreement, together with all documents referenced therein, constitute the entire agreement between the parties regarding the subject matter hereof. The Agreement supersedes all prior oral or written communications, representations, undertakings and agreements of the parties relating thereto and prevails over any conflicting or additional terms of any quote, order, acknowledgement, purchase order or similar communication.

15.12 Amendment and Execution. The Agreement may be modified or amended only by a written amendment duly executed by the parties. The Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile or scan of any original signature transmitted by one party to the other party is effective as if the original was sent to the other party. The parties agree to accept a digital image of the Agreement, as executed, as a true and correct original and admissible as best evidence to the court with proper jurisdiction.

15.13 Interpretation. In addition to any other defined terms under the Agreement, the definitions set out above shall apply. Words such as “including”, “for example” and “such as” depict non-exhaustive examples. Headings shall not affect the interpretation of the Agreement. Reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders. Capitalized words in different forms shall be construed as their defined form. A reference to law (or similar) is to such law as amended from time to time. Any obligation in the Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

Partner Rights

16 General

This ARTICLE II (Partner Rights) incorporates ARTICLE I (Core Terms) and contains a grant of a limited, sublicensable license that is separate from the rights granted in ARTICLE III and ARTICLE IV. For convenience and consistency, however, the terms and conditions related Partner’s customers’ access to HERE Materials will be the same as those in other articles of this Agreement.


17 License Grants

17.1 Subject to Partner’s compliance with the Agreement and payment of all applicable fees, HERE grants to Partner, during the Term, a non-exclusive, non-transferable, sublicensable (except as expressly provided in this section), revocable (for breach), and limited license, under HERE’s Applicable IPR, to integrate the applicable Licensed Materials into Applications that Partner develops (or has developed for itself) and sells, markets, distributes, and sublicenses to End Users in the Territory for End Users’ Internal Business Use, subject to Partner’s obtaining Partner Partners’ agreement to terms and conditions that are the same as, or equivalent to, the provisions of ARTICLE I, ARTICLE III (in relation to Data), ARTICLE IV (in relation to HLS service access), and ARTICLE V (solely in relation to HLS service access).

17.2 Partner Liability. Without limitation, discharge, or waiver of anything contained in ARTICLE I section 9.2 above, any act or omission of Partner’s customers or End Users arising from the foregoing licenses that would constitute a breach of Agreement or Acceptable Use Policy if done or not done (as the case may be) by Partner, shall constitute (as applicable) a breach of the Agreement or a violation of the Acceptable Use Policy by Partner.

17.3 Partner Discount.

All fees are subject to Partner discount set out in the HERE Partner Portal, provided that Partner is current and in compliance with the relevant certifications/qualifications. For clarity, Partner certification is valid for two years.

17.4 Partner is entitled to the below discount based on whichever of the two following amounts is the highest:

17.4.1 A MALF commitment; or

17.4.2 Actual Achieved Revenue.

Example:

A Partner agreement signed on August 1st of calendar year N, with a MALF commitment of 150,000 entitles Partner to a discount from August 1st, calendar year N to January 31st, of calendar year N+1.

In February of calendar year N+1, HERE will confirm the Actual Achieved Revenue for year N to Partner.

Case 1: if the Actual Achieved Revenue of Partner for year N is lower than the MALF commitment of 150,000, Partner is not eligible for any additional discount.

Case 2: if the Actual Achieved Revenue of Partner for year N is greater the MALF commitment of 150,000, Partner is eligible for an additional discount (if set forth in a License Supplement).

If the discount is based on Actual Achieved Revenue, HERE will calculate such Actual Achieved Revenue by February 15th every calendar year. HERE account manager will inform Partner of such Actual Achieved Revenue without undue delay thereafter. The corresponding discount based on Actual Achieved Revenue shall apply as of the beginning of the month of March. Discount may change from contract year to contract year and within a contract year. If Partner later revises its reports related to a calendar year on which a Partner discount is based, then HERE shall have the right to adjust Partner’s discount accordingly and charge any amounts to Partner that would have otherwise been due. No refunds or credits shall be applied.


If the discount is based on MALF, the corresponding discount shall apply as of the beginning of the contract year for which the MALF commitment is made.

17.5 The fees reported by Partner for a given customer may change during the Term. No new discount will not apply retrospectively, regardless of when Partner entered into a contract with its own customer.

17.6 HERE may change its fees from time to time in its sole discretion. With respect to any changes to the fees previously agreed between the parties (whether in the License Supplement or in a separate price list, as may be referenced in a License Supplement), the following shall apply:

17.6.1 New Quotes. After HERE has notified Partner of fee changes, Partner shall no longer issue quotes to its own customers based on the previous fees but only on the new fees.

17.6.2 Price Letter Option. Once HERE notifies Partner of the new fees, Partner shall inform HERE of any of its existing customers that Partner would like to keep on the previous fees for the term of their existing agreements. The parties shall execute a Price Letter to document such existing deals. If no Price Letter to this effect is signed, then Partner must report and pay the new fees.

17.6.3 Grace Period. The parties may also include other than existing customers to the price letter provided that such customers may only be customers to whom Partner had already submitted a quote before HERE released new fees; and customers to whom Partner submitted a quote during a grace period, if any, notified by HERE at the time of releasing the new fees. The grace period, if any notified by HERE, is a time during which Partner may still apply the previous fees even after HERE releasing new fees.

Data Terms and Conditions

18 General

This ARTICLE III (Data Terms and Conditions) incorporates ARTICLE I (Core Terms) and contains a grant of a limited license that is separate from the rights granted in ARTICLE II and ARTICLE IV.

19 License Grants

19.1 Data is licensed for Permitted Use Cases selected in a License Supplement. Available Permitted Use Cases are set out in the relevant License Supplements.

19.2 Subject to Partner’s compliance with the terms and conditions of the Agreement, HERE grants to Partner, under HERE’s Applicable IPR, a non-exclusive, non-transferable, non-sublicensable (unless otherwise permitted herein), revocable (for breach and at termination or expiry of the Agreement), limited license during the Term for each Permitted Use Case selected in a License Supplement.

19.3 Evaluation License for Data

19.3.1 With respect to any Data and that HERE has not already licensed to Partner for commercial use under a License Supplement, HERE hereby grants Partner for purposes of considering possible commercial licensing a non-exclusive, non-transferable, revocable, restricted right to evaluate such other data solely in non-commercial use in Partner’s internal operations.

19.3.2 HERE may at its sole discretion deliver samples of such other data, as applicable, to Partner upon Partner’s request. Partner shall, as requested by HERE, return to HERE or destroy


(and confirm such destruction in writing) such other data (and any copies and related materials and information derived therefrom) upon the earlier of the termination or expiration of the Agreement, on HERE’s request or upon expiry of any applicable evaluation period. HERE may at its sole discretion make such other data available subject to additional terms and conditions (including a time-limited evaluation period) that HERE may communicate in connection with making such other data available.

19.3.3 Partner hereby agrees that (i) upon receiving such other data from HERE for evaluation it shall comply with such additional terms and conditions, (ii) Partner shall not disclose or distribute such other data or information derived therefrom to any third parties, and (iii) Partner shall not commercialize any products, services or information based on such other data or information derived therefrom without first entering into a definitive written agreement with HERE for the same.

19.4 Data Composition

19.4.1 Licensed Data for the Territories consists of Base Map Data and Additional Content (as may be selected in a License Supplement). Data is licensed for the Territory defined in the License Supplement to the extent HERE has generally released Data for each area within the Territory. In some cases, only an Entry Map or Intermediate Map may be available for areas within the Territory. The precise content of the Data is more particularly described in the product specification documentation made available to Partner as part of the CTRG.

19.4.2 HERE will make available one copy of the Data for the Territory to Partner within 10 business days following execution of the License Supplement.

19.5 Data Availability and Data Updates

19.5.1 Data for certain countries or areas of the Territories may not be completed or may not be produced within the Term, and will only be available hereunder upon general release by HERE following completion of such data.

19.5.2 HERE shall deliver updates to Partner in HERE’s generally commercially available format in accordance with an update cycle set out in the License Supplement, or if no cycle is agreed, on HERE’s generally-applicable cycle. Updates to Data are available for 3 years from initial Data delivery. After 3 years from the initial Data delivery, updates are no longer made available unless Partner purchases a license to a complete new set of Data.

19.5.3 Updates to certain Data such as Additional Content, Entry Maps and Intermediate Maps shall be delivered no more frequently than HERE generally makes such data commercially available to its other customers.

19.5.4 HERE reserves the right to modify the Data content specifications, including adding, deleting and re-categorizing data elements. HERE will provide Partner with at least a 6-month prior notice of any material adverse modifications to the Data specifications.

19.6 Additional Content

19.6.1 Additional Content is not available on a stand-alone basis (unless otherwise notified by HERE) and may only be licensed or used in conjunction with Base Map Data.

19.6.2 Fees due for Additional Content are in addition to the fees for Base Map Data and the Permitted Use Cases set out in the License Supplement and Partner shall specifically report usage of such Additional Content in its sell-out reports. Additional Content shall be used in each


Permitted Use Case only to the extent that pricing for such use is set forth in a License Supplement.

19.6.3 Certain Additional Content may not be completed or produced within the Term, and will only be available hereunder upon general release by HERE following completion of such content. Additional Content may not be available for all countries or areas. HERE reserves the right to remove Additional Content upon reasonable notice to Partner.

19.7 Entry Maps and Intermediate Maps

19.7.1 HERE shall use commercially reasonable efforts to update Entry Maps on an annual basis.

19.7.2 An Application may not use Entry Maps in connection with the provision of any turn-by-turn navigation, Route Guidance or other use requiring navigable attributes or more extensive road network coverage.

19.7.3 HERE reserves the right to discontinue any Entry Map or Intermediate Map upon reasonable notice to Partner.

20 Specific Terms Related to Data and Applications

20.1 Supplier Notices and Local Regulations. Partner acknowledges and agrees that

20.1.1 in certain parts of the Territory or with respect to certain parts of the Data, additional terms may apply; and

20.1.2 all copies of the Data and packaging relating thereto shall include the third-party notices set out at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ or as made available by HERE in the Data download center in connection with the Data; and

20.1.3 Partner complies with all applicable laws and regulations, including any required licenses or approvals to distribute the Application incorporating Data in such respective countries.

20.1.4 Traffic Codes. Partner acknowledges and agrees that, in certain countries, Partner shall be responsible for obtaining rights directly from third party RDS-TMC code providers to use the traffic codes in the Data and to deliver to End Users information, data, applications, products or services in any way derived from or based on such traffic codes.

20.1.5 Certain Countries’ Data

20.1.5.1 Entry Maps of the People’s Republic of China may only be distributed for use outside of the People’s Republic of China. Maps of the People’s Republic of China, other than Entry Maps, may not be exported out of or remotely access from outside of the People’s Republic of China.

20.1.5.2 Partner may not export or in any way transfer the Data for the Republic of Korea (South Korea) outside of the Republic of Korea (South Korea).

20.2 Modifications; Layering. Partner may not modify or layer Data except as permitted in the Acceptable Use Policy.

20.3 Data EULA. In all instances where any portion of the Data is delivered to End Users, Partner will pass through the EULA End User License Agreement available at https://legal.here.com/terms/end-user-license-agreement.


Platform Access Terms

21 General

This ARTICLE IV (Platform Access Terms) incorporates ARTICLE I (Core Terms) and contains a grant of a limited license that is separate from the rights granted in ARTICLE II and ARTICLE III.

22 License Grants

22.1 Licensed Materials are licensed for Permitted Use Cases selected in a License Supplement.

22.2 Subject to Partner’s compliance with the terms and conditions of the Agreement, HERE grants to Partner, under HERE Applicable IPR, a non-exclusive, non-transferable, non-sublicensable (unless otherwise permitted herein), revocable (for breach and at termination or expiry of the Agreement), limited license during the Term for each Permitted Use Case selected in a License Supplement.

22.3 License From Partner to HERE. Certain Services may allow use of Partner Content (as may be included in the License Supplement). With respect to Partner Content, Partner: (i) grants to HERE and its Affiliates the right and license to use the same in accordance with the Agreement, and for the purposes of providing the Services; and (ii) ensures relevant compliance, consents and permits applicable to same. Upon Partner request HERE shall remove Partner Content from the Services. HERE shall have the right to remove Partner Content from the Services if in HERE’s reasonable discretion such content may be harmful to the Services, illegal, infringing or in some way offensive. Partner shall be responsible for proper back-up copying of Partner Content. Partner acknowledges that Partner Content may not be retrieved from the Services once uploaded but merely queried. No ownership of any Intellectual Property Rights relating to Partner Content is transferred to HERE by virtue of the Agreement.

23 Fees to HERE

23.1 RPS Limits. If an Application exceeds applicable RPS Limits of any feature as defined in the RPS Limits table for 5 or more days within a given month, Partner shall pay a lump sum fee to HERE. The lump sum is calculated as the total sum of each day in which the RPS limit is exceeded, by multiplying the prorated daily license fee by the percentage excess between the highest actual RPS generated by Partner within a given day and the RPS Limits as defined in the RPS Limits table, as in the following formula

O𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑃𝑆 𝑓𝑒𝑒 (𝑚𝑜𝑛𝑡ℎ) =

∑ [ (𝑚𝑎𝑥𝑖𝑚𝑢𝑚 𝑅𝑃𝑆 𝑚𝑒𝑎𝑠𝑢𝑟𝑒𝑑 (𝑑𝑎𝑦)

𝑅𝑃𝑆 𝐿𝑖𝑚𝑖𝑡 - 1) * LF due pro-rated for one day ]𝑒𝑎𝑐ℎ 𝑑𝑎𝑦

𝑖𝑛 𝑜𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑃𝑆

For the sake of clarity, the daily license fee is calculated by 30 days for a monthly subscription and 360 (30 days x 12 months) for an annual subscription.

23.2 Application of Discounts. To the extent that any discounts are included in a License Supplement, they shall be applied sequentially, meaning that each discount (if any) is applied to the underlying fees one after the other, and not to all fees equally.

24 Specific Terms and Conditions Related to Licensed Materials and the Services

24.1 Access Credentials. HERE issues Access Credentials to Partner for each Application. Partner shall ensure that unique Access Credentials are used for each Application. Any use of the Services through Access Credentials issued to Partner shall be considered use by Partner. Partner agrees


to take due care in protecting such Access Credentials against misuse by others and to promptly notify HERE about any misuse and loss of Access Credentials. HERE may suspend Partner’s access to the Services is security measures established by HERE are breached.

24.2 Application Order Form (“AOF”).

24.2.1 Upon HERE request Partner must complete an AOF specifying Permitted Use Cases and selected options licensed under a specific License Supplement.

24.2.2 If Partner wishes to add or remove Permitted Use Cases and/or options within a specific licensed Permitted Use Case, Partner needs to submit a revised AOF as specified in the fee section of the License Supplement. Specifically, while Permitted Use Cases and/or options may be added at any point in time, Permitted Use Cases and/or options may not be removed unless otherwise expressly permitted. Options, but not Permitted Use Cases, may be removed by Partner by submitting an AOF 30 days in advance of the end of the contract year if Partner wants to remove option(s) in the following contract year(s).

24.2.3 The AOF must reference the HERE Reference PR#(s) found on the first page of the relevant License Supplement. By submitting the AOF to HERE, Partner agrees to pay the fees as set out in the License Supplement for the Permitted Use Cases and/or options requested in the AOF.

24.2.4 Partner will be billed for selected Permitted Use Cases and/or options in the AOF which Partner submits to HERE, regardless of whether Partner makes use of the Permitted Use Cases and/or options or not.

24.3 Requests and Results. The Results must be used according to the intended flow by following the links made available within the Result and such links shall only be accessed by deliberate and specific End User interaction. No shortcuts or automatic means to access the links or other information within the Results may be implemented. If an Application’s screen size or other constraints or restrict Results from being displayed, then End Users must be provided with a clear notice informing the End Users that the Results cannot be displayed as intended.

24.4 Use of Non-HERE Content with Third Party Materials. Partner may not use or combine Services (or any part thereof) with any other content, services or code that may subject the Services (or any part thereof) to any open source or open data licenses (e.g., ODbL) or public domain where such licenses or terms would (a) cause the disclosure or distribution of the Services (or any part thereof); (b) result in licensing of the Services (or any part thereof) for the purpose of making derivative works; (c) cause redistribution of the Services (or any part thereof) at no charge, as a condition for use, modification or distribution of such other content, services or code; or (d) otherwise restrict or impact the licensing or other use of the Services (or any part thereof).

24.5 Third Party Content available through the Services. Depending on the Licensed Materials, the applicable Services components and features and Permitted Use Case chosen by Partner, Content may include Content provided by third parties. Partner accepts such Content and acknowledges that HERE may or may not (and is not obliged to and may not be able to) monitor such Content.


Service Levels

This section only applies to paid subscription plans and to those APIs that are expressly stated to be covered by these service levels in the FAQ on https://developer.here.com/. For clarity, the provisions of this ARTICLE V do not apply to free, test, beta, evaluation or demonstration uses.

25 Service Levels

25.1 Basic Service Availability. For paid subscription plans, HERE will use commercially reasonable efforts to maintain a target service Availability of Results of 99.9% per month ("Basic Service Availability"). If Availability falls below the Basic Service Availability, HERE will use reasonable commercial efforts to restore operation. HERE may change and suspend its commitments under the service levels if Partner exceeds any use limits (such as Transaction Limits or Request Per Second Limits) set forth in these Terms or the relevant License Supplement or in the FAQ available through https://developer.here.com.

25.2 Monitoring. HERE will monitor the performance of its obligations under the service levels using automated tools or utilities developed or configured by HERE or contracted with external third parties to validate Availability.

25.3 Incident Notification. Partner shall send HERE service level incident notifications applicable to any calendar month no later than 30 days after the end of such calendar month.

25.4 Reporting. HERE will make available analytics data in a report showing Availability and publish a report monthly for the preceding calendar month.

25.5 Maintenance Notifications. HERE will use commercially reasonable efforts to give notice by email or by other commercially reasonable means (e.g. service level portal when made available by HERE or Partner’s account) at least 5 calendar days before any scheduled maintenance is performed on its systems if the maintenance is reasonably expected to cause any material service level degradation or drop in Availability below the Basic Service Availability.

25.6 HERE Service Maintenance. HERE will use commercially reasonable efforts to coordinate scheduled maintenance windows to coincide with anticipated periods of lower usage of the HERE Services on a global scale. HERE endeavors to keep the HERE Services fully operational during all scheduled maintenance. For any emergency maintenance (i.e. any unplanned modification by HERE that impacts the HERE Services) HERE will use commercially reasonable efforts to provide as much advance notification as possible and will give notice by such means as is reasonably practicable.

25.7 Availability. The HERE Services or Content (or both) may not be available in or for all countries or territories and may be provided only in selected languages. HERE expressly disclaims any representation or warranty that any particular data, feature or capability will be available.

Glossary

26 Any capitalized terms not defined below are defined in the Agreement or in the applicable License Supplement. If there is a conflict between a definition in this document and one the applicable License Supplement, the License Supplement definition shall govern.

Access Credentials means application identifiers and access codes as provided by HERE for the use of the Services through an Application.


Actual Achieved Revenue means the Net Fees (i) reported by Partner to HERE (to the extent that the fees are based on self-reported units of measure, such as assets, devices and users); and (ii) invoiced by HERE directly (such as platform transactions, as applicable) in the calendar year preceding the calendar year in which a discount corresponding to such fees shall be applied. “Net fees” as used herein means such fees (i) and (ii) after applying discounts, and excluding impact of any tax payable by HERE, such as withholding tax, if applicable

Additional Content means Data indicated as Additional Content and selected in the License Supplement and, if Partner has selected all Additional Content, includes any other such Data, subject to applicable fees, that (i) HERE identifies as Additional Content or otherwise notifies in writing; or (ii) other such content identified and made generally available as Additional Content by HERE to its customers for commercial use.

Affiliate means (a) with respect to HERE, HERE International B.V. and any entity that is directly or indirectly controlled by HERE International B.V. and (b) with respect to Partner, any entity that (i) is directly or indirectly controlled by or controls Partner or (ii) is under common control with Partner. For these purposes “control” means that an entity has 50% or more of the votes in such entity, is able to direct its affairs or to control the composition of its board of directors or equivalent body.

API means application programming interface.

Applicable IPR means solely those Intellectual Property Rights owned, controlled or licensable by HERE excluding any Enabling Technologies and Open Source Software, that would be infringed by the HERE Materials as delivered or made available by HERE, the HERE Software as delivered or made available by HERE, Results as delivered by the HLS, or the APIs as delivered or made available by HERE.

Application means either (i) an application that makes use of HERE Materials for purposes of a Permitted Use Case; or (ii) a Third-Party Solution.

Application Order Form means the document used by Partner to specify the configuration of the Permitted Use Cases for Applications.

ASP Deployment means a server Application or web service hosted by a service provider (either Partner or sub-licensee) that is accessed by End User customers via a secure access over the Internet or an extranet.

Authenticated Seat means a set-up where a single copy of the Data is installed on a hardware device that can be made available to several Authenticated Users but cannot be used concurrently.

Authenticated User means a named or an otherwise identifiable individual End User who has been specifically authorized to use an Application.

Availability means, for each calendar month, the number, expressed as a percentage to the second decimal point, of successful operational tests divided by the number of total operational tests based on HERE production logs, and on commercial grade web API monitoring tools (e.g. Keynote, CatchPoint or similar product) deployed by HERE, no greater than 5-minute intervals. “Availability” excludes failed tests resulting from force majeure events and Partner’s and End Users' connections between Partner’s systems and the HERE Services (including the Internet and Partner’s and End Users' devices).

Base Map Data means, as it relates to any particular country, the Entry Map, Intermediate Map or HERE Map as and when generally made available by HERE for such country or portion thereof, as further described in applicable standard product documentation provided by HERE.


Call Center means a function that exists to answer inbound telephone calls with human response or interaction that provides a full range of inbound call-handling services, including customer support, directory assistance or credit services.

Claim has the definition given in ARTICLE I section 9.1.1.

Confidential Information means the terms of the Agreement and all business, technical, financial and any other information that one party obtains from the other that is either marked confidential or which from the circumstances should reasonably be understood to be confidential.

Content means any data or content including maps, satellite imagery, pictures of the view from streets, points of interest, user generated content, links, listings, trademarks, logos and third party commercial content, and any information derived from the same.

CTRG means Customer Technical Reference Guide made available to Partner through the online data delivery service through which HERE makes Data and related documentation available for download by Partner.

Data means the Base Map Data and Additional Content set out in the License Supplement.

Developer Guide means the HERE developer guides available at https://developer.here.com/documentation/versions or such replacement site as notified by HERE.

Documentation means HERE’s training materials, guidelines, manuals, Developer Guide, price lists, Price Book(s), and any other video, audio, or written material made available by HERE in respect of the Licensed Materials.

End User Deployment means an Application hosted internally by an End User that is accessed only by the End User.

End User means an individual authorized by HERE to access Data or Results via an Application. An End User may be restricted to consumer, enterprise, or business End Users as may be set out in the relevant documentation.

End User Terms means the end user terms, privacy policy and other end user communications provided by HERE or as set forth at https://legal.here.com/or https://legal.here.com/terms/b2bserviceterms/en (for business End Users, as applicable) “report an issue” link that may be provided by HERE for purposes of reporting e.g. privacy concerns related to images.

Entry Map means the non-navigable geographic map data as released by HERE in standard HERE formats for use with the Application for (i) countries for which a HERE Map is not available; or (ii) countries for which a HERE Map is available for only a portion of the country and for which HERE has released such non-navigable geographic map data for other portions of such country. Entry Maps do not contain road network coverage nor navigable attributes.

EULA means the End User License Agreement available at https://legal.here.com/terms/end-user-license-agreement.

Feedback means information concerning errors, problems, complaints, and other matters related to HERE products and services, suggestions for improvements, new features, or changes to same.

Fixed Asset means assets that are not mobile, e.g. a building, a cable or a mobile network.

Geocode means the specific longitude and latitude position coordinates corresponding to a location defined via an address or other means used to localize a location.

https://legal.here.com/

https://legal.here.com/terms/b2bserviceterms/en

https://legal.here.com/terms/end-user-license-agreement

https://legal.here.com/terms/end-user-license-agreement


Geocoding means the act of extracting longitude and latitude position coordinates corresponding to a location.

HERE Map means non-navigable or navigable geographic map data for all or any portion of a country for which HERE has completed HERE specification and verification procedures.

HERE Marks means HERE trademarks, logos, service marks, trade names and similar designations as specified by HERE, including in the HERE brand guidance provided by HERE to Partner from time to time.

HERE Materials means either the Licensed Materials, the Data, or both, depending on the materials the parties have licensed.

HLS means HERE location services.

Incident means an event affecting Operation of the Services.

Intellectual Property Rights means any and all rights existing from time to time under trade secrets, patent law, copyright law, trademark law, whether registered or unregistered, and any and all other similar proprietary rights, as well as any and all applications, renewals, extensions, divisionals, continuations, restorations and re-instatements thereof, now or hereafter in force world-wide.

Intermediate Map means non-navigable or navigable geographic map data licensed by HERE from a third party which HERE has converted into standard HERE formats and generally released for commercial use as a beta product prior to HERE’s completion of its standard field verification procedures. For clarity, an Intermediate Map has not been field verified, may not match the specification, features, attributes, or related attribute information of other HERE Maps.

Internal Business Use means that the Application may be used by employees, contractors and agents of a business (and for the benefit of that business) to which the Application is licensed and specifically excludes use by consumers and the general public.

License Supplement means a document entitled “License Supplement” signed by the parties.

Licensed Materials means the APIs, the SDKs, Documentation, Access Credentials and Results as made available by HERE to Partner for the purpose of developing and operating Applications.

Losses means (1)(a) the amount of any final non-appealable judgment or final arbitration award against an indemnitee (either a Partner Indemnitee or a HERE Indemnitee, as applicable) in any or (b) the amount of the final settlement of such Claim; plus (2) reasonable attorney's fees and court costs incurred by such indemnitee in respect of the defense or settlement or other disposition of such Claim prior to the commencement by the indemnifying party of the defense or settlement or other disposition of such Claim.

Minimum Annual License Fee or MALF means the annual fee commitment (if any) of Partner set out in a License Supplement or other agreement between HERE and Partner.

Mobile Asset Management or MAM means an information system that uses the Data to perform Tracking, Routing and Optimization by a central dispatcher or similar function of Mobile Assets but not unmanned aerial vehicles (such as drones).

Mobile Asset means a person (including an End User), animal, device, cargo, means of transportation, vehicle, or any other mobile object.

Operation means the Services are functional and available to intended End Users in accordance with the Agreement outside of Scheduled Maintenance Window.


Optimization means calculating the order of destinations, waypoints and/or the routes thereto for a Mobile Asset, based on the availability, position and/or Routing of at least one other Mobile Asset.

Partner Content means any content and information Partner imports into or creates in the Services, excluding Requests.

Partner has the meaning set out on the cover page of a License Supplement.

Partner Marks means Partner’s trade name, trademark(s) and logo(s), including the name(s), descriptions, graphics, and icons of Applications.

Partner Specific Discount means a discount percentage, if any, explicitly named “Partner Specific Discount” in a License Supplement.

Permitted Use Case means any of the use cases for which an Application may be used in accordance with a duly-agreed License Supplement.

Price Book means HERE’s Partner price book, if any, as provided by HERE to Partner, and as updated from time to time by HERE.

Price Letter means a quote on HERE letterhead addressed to Partner, from and signed by HERE that refers to the Agreement.

Request means each call made to the Services through the applicable Licensed Materials to request Results as initiated by an End User using the Application. Internal server requests performed to respond to each API call shall not be counted as Requests.

Result means each unique delivery of information delivered to an Application in response to a Request.

Route Guidance means functionality for real-time provisioning of individual maneuvers of a calculated route such that the maneuvers are presented to the end user, or the end user is alerted to the maneuvers, in any manner synchronized with the end user’s position along such route, including: calculating the end user’s position as the end user traverses the route and communicating a maneuver to the end user as the end user approaches the location pertaining to such maneuver.

Routing means calculating the order of destinations, way points or the routes thereto, without taking into account the availability, position or routing of other assets, the results of which are provided in the form of textual navigation instructions.

RPS Limit means for each Permitted Use Case the limit of Requests per second to the Services calculated as an average (number of Requests during a period of 5 minutes) for the features as set out in the License Supplement. The RPS Limit does not include 2D Vector Maps for the SDK Premium Edition

Scheduled Maintenance means any planned modifications by HERE that may impact the Availability.

Scheduled Maintenance Window means a specific time period reserved to perform Scheduled Maintenance.

SDK means HERE software development kits for creating native apps for a particular operating system.

SDK Premium Edition means client-side SDK which includes an engine for rendering map data and calculated routes. In addition to dynamic map data downloads, the SDK also supports offline maps using previously cached map data or downloaded map packages.

SDK Starter Edition means an SDK with limited features with no offline support. All Requests require a data connection to retrieve Results and Content from Services.


Services means the HLS services, Results and Content provided by HERE to End Users through the applicable Licensed Materials, excluding mainland China.

Sub-licensee means a third-party business customer of Partner receiving a sublicense to Licensed Materials from Partner.

Supplier Terms means the third-party supplier requirements related to the Services set forth at or linked through https://legal.here.com/terms/supplier-requirements/hlp-developers/.

Surviving Subscription shall have the definition given in ARTICLE I section 13.5.2.

Telematics means, in the context of MAM applications, use collection and analysis of driving information relating to Mobile Assets by downloading information on a regular periodic basis from a black box or a portable device that is attached or linked to such Mobile Assets.

Term means the duration of the License Supplement as set out in the License Supplement.

Territory means the geographical area set out in the License Supplement and in more detail defined in the Partner Price Book or otherwise notified by HERE in writing.

Third Party Solution means an application or a solution developed by a third party (such as Oracle Transportation Management) that makes use of HERE Materials as set out in the License Supplement and that has a specific pre-defined set of functionalities and use cases defined by such third party.

Tracking means locating a Mobile Asset, Reverse Geocoding the location of a Mobile Asset, displaying location of a Mobile Asset on a map, or registering or viewing historical movement of a Mobile Asset.

Transaction Limit means the total maximum number of Transactions received from an Application by the HERE data operations center in a given period of time. Annual Transaction Limit, Monthly Transaction Limit shall be interpreted accordingly.

Transaction means one Request for all Service features (such features being set out in the License Supplement specifically for each Permitted Use Case), except as follows:

2D map tiles: one Transaction is counted for every 15 Requests,

satellite tiles: one Transaction is counted for every 15 Requests,

traffic tiles: one Transaction is counted for every 15 Requests,

multi-reverse geocoding: one Transaction is counted for each individual reverse geocoding Requests made within a multi-reverse geocoding query,

batch geocoding: one Transaction is counted for each individual geocoding Request made within a batch geocoding query,

matrix routing: a Transaction equals the number of start point Requests made within a matrix routing query,

Custom Location Extension (as may be included and defined in a License Supplement): one Transaction is counted for each Request for locations, points of interest or polygons made within a Custom Location Extension search query. Transactions generated for locations or points of interest which are geocoded or reverse geocoded within the Custom Location Extension are counted as a stored single geocode or reverse geocode Transaction. The following do not count as a Transaction: (a) uploading or importing of polygons into or manual correction of Partner locations or points of interest in the Custom Location Extension; (b) locations or points of interest already geocoded and then imported into the Custom Location Extension,


venue model: one Transaction is counted for each a JSON model returned within a venue maps query, and

street level imagery: one Transaction is counted for each query of a 360-degree view from a location and each location query generates a new Transaction.

custom route extension: one Transaction is counted for each routing Request made within a Custom Route Extension query.

Transactions generated by “places autosuggest” within places and “autocomplete” within geocoder will not count against their Transaction limit.

* * *

core terms 1 purpose, structure, precedence program gtcs v1.0.pdf · hpp gtcs v1.0 page 3 of 26...

Documents