General License Agreement V. 1.3 09-12-2018
Effective dates: Sep. 12 2018 - Apr. 17, 2019
This General License Agreement includes and incorporates each Supplement signed by the Parties, the HERE Policies, one or more Addenda, and any other documents referenced herein (collectively, the “Agreement”).
1 LICENSE GRANTS
1.1 License Supplements and Order Documents. The Parties may enter into one or more supplements or order documents under this Agreement (each, a “Supplement”). The Supplements shall include the licensed HERE materials, a description of the permitted use and the license fees. This Agreement governs Licensed Materials under each Supplement.
1.2 License Rights. Subject to Customer’s compliance with the Agreement, HERE grants to Customer a non-exclusive, non-transferable, non-sublicensable (unless otherwise permitted herein), revocable (for breach and at termination of this Agreement or the applicable Supplement), limited license during the Term to:
1.2.1 develop software, websites or comparable products and/or services that makes use of the Licensed Materials (each such product or service an “Application”) for the Permitted Use Case set out in the Supplement; and
1.2.2 to make available and distribute the Application directly or indirectly to End Users; and
1.2.3 if Customer is a reseller of Licensed Materials (as may be indicated in the Supplement), to sublicense the licenses granted in section 1.2.1 and/or 1.2.2, without rights of further sublicensing, to its business customers solely for the Permitted Use case.
1.3 Permitted Use Cases. The license granted in Section 1.2 is limited to Permitted Use Cases identified in the Supplement; no other license is granted to Customer.
1.4 Sublicensing. All sublicenses shall be granted under a written agreement with terms no less restrictive, and no less protective of HERE, than the Agreement. Customer shall remain liable under this Agreement for acts and omissions of sublicensees, and a breach of the terms hereof by a sublicensee shall be deemed a breach by the Customer.
1.5 Subcontractors. Any license granted in a Supplement includes Customer’s subcontractor(s) for the purposes of developing, prototyping, testing, maintaining and supporting Customer’s Application(s), so long as subcontractors are under written agreements no less protective of HERE than this Agreement. Customer shall remain liable under this Agreement for acts and omissions of subcontractors, and a breach of the terms hereof by a subcontractor shall be deemed a breach by the Customer.
1.6 Evaluation Use License for Other HERE Materials. HERE grants Customer during the Term a non-exclusive, non-transferable, non-sublicensable, revocable (in accordance with the Agreement), limited license, without the rights to create derivative works, to make copies of and integrate Other HERE Materials solely in its internal operations for possible licensing from HERE for the period of time as specified by HERE in writing (email will suffice). Customer agrees not to (i) disclose or distribute such Other HERE Materials to any third parties, or (i) commercialize any products based on such Other HERE Materials without first entering into a definitive written agreement with HERE for the same. Customer acknowledges that certain Other HERE Materials may only be available for evaluation subject to additional terms and conditions.
1.7 HERE Policies. Customer’s use of the Licensed Materials and its Applications must comply with all HERE Policies.
2 GENERAL REPORTING
On or before the 10th day of each calendar month, Customer shall provide HERE with a written fee report of Customer-reported units of measure for the previous month. The report shall set forth the fees and other charges due (“Fee(s)”) and the basis of calculation (such as asset, device or user volumes, as applicable), including applied discount percentage (if any expressly agreed in a 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 its suppliers. To ensure that the Parties account for each month, the Customer shall provide HERE with Fee reports even if no Fees are due.
3 FEES AND TAXES
3.1 Customer will pay all Fees and charges specified in a Supplement or alternatively, as applicable, price lists, price book or similar resources referenced in a Supplement, or in a separate letter agreement(s) mutually executed by the Parties. Additional Fees may become due if any limits (such as Transactions, number of users, or assets) are exceeded. Any amount not paid when due will accrue interest at a rate of the lesser of 1.5% per month or the highest rate allowed by law.
3.2 All Fees payable by Customer under the Agreement are nonrefundable and exclusive of applicable taxes and duties, including sales tax and VAT and any income taxes calculated on HERE's net income, for which HERE is solely responsible. If Customer is required by law to withhold taxes based upon HERE’s revenue, Customer may deduct such tax from the Fees payable to HERE and remit them to the appropriate government authorities provided that: (i) Customer may only deduct such tax to the extent that the revenue pertains to Fees paid by Customer to HERE; (ii) such deduction is in accordance with the valid tax treaty rates between the countries where the Parties reside; and (iii) Customer shall promptly send HERE a certificate showing the payment of such tax. Customer shall notify HERE of any deduction or withholding required by law.
4 TERMINATION
Either Party may terminate the Agreement and/or Supplement(s) by written notice (i) due to an uncured material breach after thirty (30) days written notice, or immediately if such material breach cannot be remedied, or (ii) bankruptcy, insolvency or assignment for the benefit of creditors. Within thirty (30) days following termination or expiration of the Agreement, Customer will (y) discontinue use and distribution of all Licensed Materials and HERE Marks; and (z) return, remove or destroy (with certification) the Licensed Materials.
5 CHANGES TO LICENSED MATERIALS
5.1 HERE will inform Customer of changes to Documentation when HERE publishes updated copies. HERE may change or discontinue any of the beta, evaluation or demonstration uses of Licensed Materials at any time by informing Customer.
5.2 HERE may change, discontinue, limit or remove functionality of certain Licensed Materials at any time and within the time periods specified in the relevant Addendum (except where a faster response is required to mitigate an emergency or threat to HERE’s operations, to comply with applicable laws, to respond to requests or demands of a government or regulatory entity or concerning third party privacy or intellectual property rights). HERE will work in good faith with Customer to mitigate any material disruption to the Licensed Materials resulting from changes made pursuant to this clause 5.2.
6 USE OF MARKS
6.1 HERE Marks. Customer shall publish HERE’s Marks adjacent to Data or Results, in accordance with HERE brand guidance located at https://brandlive.here.com/. Customer may not remove any trademark symbols (®, ™ & etc.) affixed to or included in Data or Results delivered through Licensed Materials. Customer must indicate that HERE is the owner of HERE Marks. All goodwill from the use of HERE Marks inures to HERE.
6.2 Customer Marks. HERE may reproduce and publish in any media Customer’s brand/logo in accordance with Customer’s brand guidance to indicate Customer is a user of Licensed Materials, but may not remove any trademark symbols (®, ™ & etc.). HERE will not falsely imply any endorsement of HERE or that HERE is the owner of the Customer Marks. All goodwill from the use of Customer Marks shall inure to Customer.
7 INTELLECTUAL PROPERTY RIGHTS
Except as explicitly granted in clause 1.2, no other rights or licenses, express or implied, are granted under the Agreement, including any technologies that may be necessary for the use or enablement of the Licensed Materials by Customer. No ownership of any Intellectual Property Rights relating to the Licensed Materials, HERE Marks or any other product, service, information or material provided by HERE to Customer is assigned or transferred to Customer. The structure, organization, and code of the Licensed Materials and the products and services provided by HERE are the valuable trade secrets and Confidential Information of HERE, its licensors and/or Affiliates.
8 WARRANTIES; EXCLUSION OF WARRANTIES
8.1 Each Party represents and warrants to the other that: (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (ii) it has all corporate authority to execute and perform the Agreement; (iii) its execution of the Agreement will not conflict with or violate any other agreement to which such Party is a party; and (iv) it is not a party identified on any governmental or export exclusion lists.
8.2 EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT OR AN ADDENDUM, THE LICENSED MATERIALS AND ANY HERE PRODUCTS AND HERE SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. HERE, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY THAT THE LICENSED MATERIALS OR SERVICE 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 LICENSED MATERIALS OR SERVICE, 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.
9 INDEMNITY
9.1 Each Party (“Indemnitor”) agrees to defend, indemnify and hold harmless the other Party and its Affiliates, contractors and suppliers (each, an “Indemnitee”) from and against all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of Indemnitor’s infringement or violation of any Intellectual Property Rights by paying the amounts Indemnitee is obligated to pay to the third party in accordance with a final judgment or settlement of the claims.
9.2 The indemnification obligations of the Parties specified above are subject to the following conditions: Indemnitee must (i) promptly notify the Indemnitor in writing; (ii) give the Indemnitor control over the defense of such claims; (iii) reasonably cooperate in the defense at Indemnitor’s expense, and (iv) not enter into any settlement and/or to acknowledge any liability without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. Notwithstanding subsection (ii), Indemnitee may, at its own expense, select its own counsel to independently monitor and participate in any such defense.
9.3 If HERE determines action is needed to avoid potential infringement, HERE may, at its expense: (i) procure for Customer the continued right to the Licensed Materials; (ii) replace or modify the Licensed Materials, in whole or in part with functionally equivalent Licensed Materials, or (iii) request Customer to discontinue use of the Licensed Materials, in whole or in part, subject to a refund by HERE of the pro-rated amount of the Fees for the discontinued Licensed Materials received by HERE from Customer under the relevant Supplement.
9.4 HERE shall have no liability or obligations under this clause 9 if the claim, judgment or settlement is based on (i) any use or combination of the Licensed Materials with software, services, technologies or other material provided by or on behalf of Customer by a party other than HERE; (ii) any unauthorized modification of the Licensed Materials, or modifications done by HERE pursuant to a Customer specification; (iii) Customer continuing any allegedly infringing activity after being notified of any such allegedly infringing activity or after being informed of or provided with replacement Licensed Materials that would have avoided the alleged infringement; (iv) Customer’s breach of the license restrictions and rights granted under the Agreement; (v) the Application except where the claim is based wholly on the Licensed Materials; or (vi) any dispute between Customer and one of its subcontractors or sublicensees.
9.5 Notwithstanding anything to the contrary in the Agreement, this clause 9 shall be the sole and exclusive remedy for Customer by HERE regarding third party Intellectual Property Rights infringement claims.
10 LIMITATION OF LIABILITY
10.1 Except in cases of intentional misconduct, gross negligence, breach of confidentiality or breach of the scope of the licenses granted herein: Neither Party shall be liable to each other for any loss of profit, goodwill or any indirect, special, consequential, incidental or punitive damages or expense of any kind, howsoever arising under the Agreement.
10.2 Customer understands that HERE is not responsible for and will have no liability for hardware, software, technology, or other items or any services not provided by HERE.
10.3 Except in cases of intentional misconduct, gross negligence, breach of confidentiality or breach of the scope of the licenses granted herein: 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 twice (2x) the Fees paid by Customer under the Supplement from which the claim arises.
11 GENERAL AUDIT
Customer will keep records which are reasonably necessary, in good faith, to verify the Fees and scope of use and distribution of Licensed Materials (“Records”). HERE may inspect records to verify Customer’s compliance with the Agreement, including but not limited to Fees, on Customer’s premises, without causing unreasonable disruption, 30 days following receipt of written notice. Any inspection will occur within three (3) years following the due date of the applicable Fee and will be at HERE’s expense, except if the inspection shows any underpayment for the period of 5% or more, then Customer will also reimburse the costs of the audit. Customer shall pay the underpayment plus interest and other sums owed within 30 days of the completion of the inspection.
12 CONFIDENTIALITY
The exchange of Confidential Information shall be governed by the nondisclosure agreement between the Parties.
13 ERROR REPORTING AND FEEDBACK
If Customer provides any information concerning errors, problems, complaints, or requests new features related to the Licensed Materials, Customer grants HERE and HERE’s Affiliates a nonexclusive, transferable, irrevocable, free-of-charge, sublicensable and perpetual right to use that information in any manner and for any purpose.
14 GENERAL
14.1 Notices. All legal or default notices or notifications must be written, delivered by hand or overnight/express mail addressed at the address of the Party set forth in the beginning of the Agreement. Such notices shall be effective upon receipt.
14.2 Export Control. Customer agrees to comply with all applicable export control and sanctions laws and regulations of the United States of America, of member States of the European Union, and any other relevant country (“Export Control Laws”). Customer will not violate, and will not cause HERE to violate, any Export Control Laws (e.g., by shipping or supplying goods or services to or from sanctioned countries). Licenses or other authorizations required for the export of Customer’s goods or services will be the responsibility of Customer.
14.3 U.S. Bankruptcy Act. All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "intellectual property" as defined in Section 101 of such Code.
14.4 Assignment. A Party may assign the Agreement to an Affiliate, or any entity that acquires substantially all its operations, stock, or assets and agrees in writing to be bound by this Agreement, excluding assignments by Customer to a competitor of HERE. Any other transfer or assignment is not permitted except with written consent of the non-assigning Party.
14.5 Severability. If any provision of the Agreement is held to be unenforceable, the remaining provisions shall be unaffected and enforceable as thought the unenforceable provision had not been included.
14.6 Waiver. No waiver will be 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.
14.7 Force Majeure. Excluding payment, confidentiality and indemnification obligations, neither Party shall be liable to the other for a failure to perform any of its obligations under the Agreement, due to circumstances beyond its reasonable control, provided such Party notifies the other of the delay.
14.8 Relationship of Parties. No third-party beneficiaries are intended. Each Party is an independent contractor. Neither Party has any authority to bind or commit the other. There is no joint venture, partnership or agency relationship between the Parties for any purpose.
14.9 Governing Law. The Agreement shall be construed and governed by the substantive laws of the Netherlands if HERE Europe B.V. is the signatory; and by the substantive laws of the State of Illinois, USA, if HERE North America LLC is the signatory, without giving effect to any conflict of law provisions. The United Nations Convention of Contracts for the International Sale of Goods is not applicable to the Agreement.
14.10 Dispute Resolution. Any 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 HERE Europe B.V. is the sole signatory; otherwise to the competent court in the State of Illinois, USA, without prejudice to Parties’ right to appeal or cassation. Either Party may seek immediate injunctive relief in any court of competent jurisdiction.
14.11 Entire Agreement. The Agreement, Addenda, Supplements, the HERE Policies, and any other documents expressly referred to herein, together 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 to the subject matter of the Agreement. The Agreement may be modified 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. Facsimile or scanned signature transmitted by one Party to the other Party are effective as if the original was transmitted.
14.12 Survival. Sections 1.7, 3, 7 - 10, and 13 - 15 survive expiration or termination of the Agreement for any cause or without cause. Section 11 shall survive for a period of three (3) years as specified therein.
15 DEFINITIONS
15.1 Affiliate means (i) with respect to HERE, HERE International B.V. and any entity that directly or indirectly is Controlled by HERE International B.V. and (ii) with respect to Customer, any entity that directly or indirectly (a) is Controlled by Customer; (b) Controls Customer; or (c) is under common Control with Customer; (iii) “Control” means a situation in which an entity (the “Controlling” entity), in relation to another entity (the “Controlled” entity), (a) has fifty percent (50%) or more of votes in such entity, (b) is able to direct its affairs and/or (c) controls the composition of its board of directors or equivalent body.
15.2 Application has the meaning given to it in Section 1.2.1 above.
15.3 Confidential Information means this Agreement, Licensed Materials, and all business, technical, financial and other information that is not publicly available and that a Party receives from the other Party.
15.4 Marks means trademarks, logos, service marks, trade names and trade dress.
15.5 Data means the Base Map Data and Additional Content set forth in the Supplement.
15.6 End User means any entity or person who (i) receives or uses the Services via an Application, or (i) accesses all or any portion of Data for personal use in an Application with no right to sublicense the same.
15.7 HERE Policies means the B2C end user terms at https://legal.here.com or the B2B terms at https://legal.here.com/terms/b2bserviceterms, as context may require, the HERE Acceptable Use Policy (currently at https:/legal.here.com/acceptable-use-policy), General Content Supplier Terms and Notices at https://legal.here.com/terms/general-content-supplier-terms-and-notices, and HERE Privacy Policy (currently available at https://legal.here.com/privacy).
15.8 Intellectual Property Rights means any and all rights existing from time to time under 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 and effect worldwide.
15.9 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.
15.10 Licensed Materials means the Data, software development kits (“SDKs”) and/or APIs, and any associated documentation or other materials, provided by HERE as specified in each Supplement hereto.
15.11 Marks means trademarks, logos, service marks, trade names and similar designations.
15.12 Other HERE Materials means software, data, location or other content that HERE generally makes commercially available for use by its customers and that HERE has not already licensed to Customer for commercial use, subject to HERE’s additional evaluation terms and conditions (if any).
15.13 Permitted Use Case means any of the use cases for which the Licensed Materials may be used and so designated, selected or described in a Supplement or Addendum.
15.14 Services means the HERE Location Services, which return Results to End Users through the applicable Licensed Materials, excluding mainland China.
HERE MAP DATA ADDENDUM
This HERE Map Data Addendum incorporates the terms and conditions of the Agreement.
1 Definitions
1.1 Additional Content means Data indicated as “Additional Content” and selected in the Supplement and, if the Customer has selected all “Additional Content”, includes any other such Data, subject to applicable fees, that (i) HERE identifies in the RPB 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.
1.2 ASP Deployment means a server Application or web service hosted by a service provider (either Customer or sublicensee) that is accessed by End User customers via a secure access over the Internet or an extranet.
1.3 Authenticated User means a named or an otherwise identifiable individual End User who has been specifically authorized to use an Application.
1.4 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.
1.5 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.
1.6 CTRG means Customer Technical Reference Guide made available to Customer through the online data delivery service through which HERE makes Data and related documentation available for download by Customer.
1.7 End User Deployment means an Application hosted internally by an End User that is accessed only by the End User.
1.8 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.
1.9 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.
1.10 Geocoding means the act of extracting longitude and latitude position coordinates corresponding to a location.
1.11 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.
1.12 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 prior to HERE’s completion of its standard field verification procedures for a country for which a HERE Map is not yet available.
1.13 Mobile Asset means a person (including an End User), animal, device, cargo, means of transportation, vehicle, or any other mobile object.
1.14 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).
1.15 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.
1.16 Route Guidance, in relation to Data, 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.
1.17 Routing means calculating the order of destinations, way points or the routes thereto, not taking into account the availability, position or routing of other assets, the results of which are provided in the form of textual navigation instructions.
1.18 RPB means the latest HERE’s Reseller Price Book, if any, as provided by HERE to Customer.
1.19 Sublicensee means a third-party business customer of Customer receiving a sublicense to Data from Customer.
1.20 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.
1.21 Territory means the geographical area set out in the Supplement and in more detail defined in the RPB or otherwise notified by HERE in writing.
1.22 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.
2 Permitted Use Cases for Data
For purposes of the license rights granted in Section 1.2 of the General License Agreement, the scope of the license is based on the Permitted User Cases selected in the Supplement as defined in Section 2 of this Data Addendum.
2.1 Call Center Application: a solution for use by “Authenticated Seats” (meaning 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) using the Data in providing Call Center services, but not using the Data for e.g. any of the following functionalities: (i) Mobile Asset Management; (ii) Telematics Application; (iii) security services (i.e. locating an End User on demand pursuant to a manual or automated request); (iv) fully automated services (i.e. without human response or interaction on the side of the Call Center); (v) text-to-speech generated or automated speech recognition; or (vi) outbound telephone calls. Use of the Data is limited to use in internal operations to provide Call Center services.
2.2 Geomarketing Application: a solution made accessible through ASP or End User Deployment that is used by Authenticated Users to analyze and display geographic, demographic, census and behavioral data to assist End Users in understanding and modeling relevant business data and making any of the following business decisions: (i) marketing analysis and segmentation; (ii) customer prospecting and analysis; (iii) sales territory analysis and definition; or (iv) distribution network site selection.
2.3 Geomarketing Light Application: an extension of Geomarketing Application for End User Deployment only, where an Authenticated User has view only rights: view a map with the possibility to change the visibility options; coordinate display with a simple click on the map; location look-up is allowed; printout of the displayed maps for personal use of such Authenticated User only; selection options (within polygons, circles and rectangles), the result being a map display and a list of attributes related to a single Data attribute, for example a street, such list of attributes can only be visualized and cannot be copied by the Authenticated User; usage of predefined queries (defined by an Authenticated User for Geomarketing Application (End User Deployment)) to create a Geomarketing analysis based on the local information, which queries may contain several options relating to the display of the results of the query.
2.4 GIS Application: an information system made accessible through End User Deployment used by Authenticated Users to analyze, process and visualize information in order to manage land use, natural resources, environment, urban or enterprise facilities or any other fixed assets.
2.5 GIS Light Application: an extension of GIS Application where an Authenticated User has view only rights: viewing of maps, results or analysis created from the GIS Application; location look-up; coordinate display with a simple click on the map; printout of the displayed maps for personal use by such Authenticated User only; selection options (within polygons, circles and rectangles).
2.6 Mobile Asset Management Application: an information system made accessible through ASP or End User Deployment that uses the Data to perform Tracking, Routing, Optimization and/or Platooning by a central dispatcher or similar function of Mobile Assets but not unmanned aerial vehicles (such as drones).
3 Technical Support
HERE provides technical customer support (TCS) up to 8 hours per calendar quarter with respect to the Data and related products via the HERE support portal, currently located at https://here.na1.teamsupport.com/login/user.
4 Data Composition
4.1 Data for the Territories consists of Base Map Data and Additional Content (as may be selected in a Supplement). Data is licensed for the Territory defined in the 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 Customer as part of the CTRG.
4.2 HERE will make available one copy of the Data for the Territory to Customer within 10 business days following execution of the Supplement.
5 Data Availability and Updates
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.
5.2 HERE shall deliver updates to Customer in a format generally available from HERE in accordance with an update cycle set out in the Supplement. 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 Customer purchases a license to a complete new set of Data.
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 customers.
5.4 HERE reserves the right to modify the Data content specifications, including adding, deleting and re-categorizing data elements. HERE will inform Customer at least 6-months prior to any material adverse modifications to the Data specifications.
6 Additional Content
6.1 Additional Content is not available on a stand-alone basis (unless otherwise notified by HERE in the RPB) and may only be licensed or used in conjunction with Base Map Data.
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 Supplement and Customer shall specifically report usage of such Additional Content in its Fee reports. Additional Content shall be used in each Permitted Use Case only to the extent that pricing for such use is set forth in the RPB or the Agreement.
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 Customer.
7 Entry Maps and Intermediate Maps
7.1 HERE reserves the right to discontinue any Entry Map or Intermediate Map upon reasonable notice to Customer.
7.2 Intermediate Maps have not been field verified, may not match the HERE Map specification and may not contain features, attributes, or related attribute information that will be made available in the final HERE Map to be released for such country.
7.3 HERE shall use commercially reasonable efforts to update Entry Maps on an annual basis. Because of varying update cycles, Entry Maps will be edge-matched to other map data for a bordering country based upon the release version of such Data available at the time the process for edge-matching such Entry Map begins for each update cycle.
7.4 Customer acknowledges that Entry Maps contain limited road network coverage and do not contain navigable attributes. An Application may not use Entry Maps in connection with the provision of any turn-by-turn navigation or Route Guidance or in connection with detailed Routing requiring navigable attributes or more extensive road network coverage.
8 Fees
8.1 Any minimum number of assets, users or other units of measure set out in a Supplement for the calculation of Fees represents the level of a minimum Fee for such Permitted Use Case regardless of whether the Customer actually had a lower volume.
8.2 Any maximum number of assets, users, or other units of measure set out in a Supplement for the calculation of Fees represents the maximum volume that Customer is licensed for such Permitted Use Case. Additional Fees for a higher volume shall apply per HERE standard Fees unless other excess Fees have been expressly set out in the relevant Supplement.
9 Specific Terms Related to Data and Applications
9.1 Data. HERE will post notice of material changes with at least 180 days prior notice on the HERE Developer Site.
9.2 Supplier Terms and Local Regulations. Customer acknowledges and agrees that (i) all copies of the Data and packaging relating thereto shall include a link to the third-party notices set forth at https://legal.here.com/terms/general-content-supplier/terms-and-notices; (ii) Customer shall comply with all applicable laws and regulations, including any required licenses or approvals to distribute the Application incorporating Data in such respective countries and (iii) Customer will implement and comply with appropriate data privacy and security measures in connection with its collection, processing, transfer and use of personal data.
9.3 Traffic Codes. Customer acknowledges and agrees that, in certain countries, Customer 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.
9.4 Certain Countries’ Data. Entry Maps of the People’s Republic of China (“PRC”) may only be distributed for use outside of the PRC. Navigable maps of the PRC may not be accessed from or exported outside of PRC. Customer 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).
9.5 Modifications. Without prejudice to other restrictions that may apply in accordance with the Agreement, Customer shall not make any modifications, adaptations, or alterations of or to the Data (collectively “Modifications”) or associate or add any data to or in combination with the Data (collectively “Additions”), without HERE’s prior written approval, except that Customer may (i) reformat or recompile the Data for use in Applications, (ii) add or associate features or attributes to the Data of a type not already included within the HERE Data Attribute Overview (a document provided by HERE to Customer from time to time), and (iii) append to the Data geographic data of third parties for any country for which HERE has less than 20% Prime City coverage (as defined in the said Attribute Overview).
9.6 Layering. Notwithstanding subsection above but without prejudice to other restrictions in the Agreement, provided that the origin of the third-party content or Customer Content and the Data can reasonably be determined by including correct attribution, Customer may layer:
9.6.1 Customer Content on top of the HERE map content,
9.6.2 third party content not available from HERE on top of HERE map content,
9.6.3 points of interest, visual content, dynamic content including traffic available from a third party on top of HERE map content,
9.6.4 in non-Route Guidance applications used for Internal Business Use: on top of HERE map content or imagery, Geocodes licensed by Customer from a third party and routes derived from non-HERE map, and
9.6.5 any third-party content on HERE Entry Map, but
9.6.6 no HERE content on a third-party map except for layering HERE Geocodes on non-HERE map for Internal Business Use only.
9.7 Use of Certain Data Attributes. Notwithstanding anything to the contrary in the Agreement, data attributes of (i) access restrictions & conditions, (ii) internal intersection links, (iii) maneuvers, (iv) indescribable links, (v) special explication, and (vi) house number ranges, may be used by the Application for calculation purposes only, and such attributes may not be displayed or otherwise disclosed to End Users or anyone else. Specific house numbers may however be derived from house number ranges and displayed to End Users to identify correlating locations satisfying search queries of End Users. In addition, the Data attribute of sign text may only be displayed or otherwise revealed in connection with a specific route for which driving directions or Route Guidance is provided to an End User.
10 End-User Terms
In all instances where any portion of the Data is delivered to End Users, Customer shall provide End Users with conspicuous notice and access to, and cause each End User to assent to, the End User terms in such a manner that the End User terms are enforceable against the End User by HERE, prior to such End User’s access to any portion of the Data. End User terms shall, at a minimum, include the below provisions:
10.1 restrict use of the Data to the End User's own use with the Application;
10.2 prohibit use of the Data with geographic data from competitors of HERE;
10.3 prohibit reverse-engineering and archiving of the Data;
10.4 prohibit any export of the Data (or derivative thereof) except in compliance with applicable export laws, rules and regulations;
10.5 require the End User to cease using the Data if End User fails to comply with the terms and conditions of the End User terms;
10.6 provide notice to the End User of the applicable regulatory and third-party supplier restrictions and obligations (including copyright notices), which may be satisfied by including a link to a URL to be hosted by HERE, which is currently
contained at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ (or as notified by HERE to Customer);
10.7 provide notice to United States Government End Users (and others who wish to claim similar rights) that the Data is a "commercial item", as that term is defined at 48 C.F.R. 2.101, and is licensed in accordance with the End User terms under which the Data is provided;
10.8 affirmatively disclaim any warranties, express implied or otherwise, of quality, performance, merchantability, fitness for a particular purpose and non-infringement;
10.9 affirmatively disclaim liability for any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use or possession of the Data; or for any loss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Data, any defect or inaccuracy in the Data, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if Customer, HERE or their affiliates or suppliers have been advised of the possibility of such damages.
10.10 do not make or imply any warranties on behalf of HERE its affiliates or their data suppliers or provide any right of liability or indemnity against HERE its affiliates or their data suppliers; and
10.11 include any legally required and otherwise appropriate instruction, warnings, disclaimers and safety information relating to the use of the Application.
HERE LOCATION SERVICES ADDENDUM
This HERE Location Services (or “HLS”) Addendum incorporates the terms and conditions of the Agreement.
1 Definitions
1.1 Access Credential(s) means an application identifier(s) and access code(s) provided by HERE for HLS Access.
1.2 Availability means, for each calendar month, an amount calculated as the number of successful operation tests divided by the number of total tests based on commercially available end-to-end web API monitoring tools (e.g. Keynote) at 5-minute intervals outside of scheduled maintenance windows. It includes the Services and the hardware, software, and hosting facilities operated by HERE. “Availability” excludes (i) failed tests resulting from force majeure events, and (ii) connectivity between End User and Customer systems, and/or HERE Location Services and Customer systems (including the Internet and Customer and End User devices).
1.3 Basic Service Availability means HERE will use commercially reasonable efforts to maintain a target service Availability of 99.9% per month.
1.4 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.
1.5 Customer Content means any Content and information Customer imports into or creates in the Services, excluding Requests.
1.6 HERE Developer Site means developer.here.com (or its successor determined by HERE).
1.7 HLS Access means access and usage of the licensed HERE APIs for the Application through application programming interface or “API”.
1.8 Request means each call to a HERE API from an Application.
1.9 Result means each unique delivery of information in response to a Request.
1.10 RPS Limit means, if applicable under a Supplement, 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 Supplement.
2 HLS Access
2.1 Access Credentials. Access Credentials shall not be used by more than one (1) individual Application. Customer is liable for unauthorized use of Access Credentials and is responsible for Fees accruing under the Access Credentials issued
to Customer. Customer will promptly notify HERE of any unauthorized use of Access Credentials. HERE may require the use of an application order form or similar documentation for provisioning of Access Credentials.
2.2 Changes to HLS Access, APIs, SDKs or SLA. HERE will post notice of material changes to APIs or SDKs in the HERE Developer Site. HERE will continue supporting the previous version of a discontinued or replaced API for at least 180 days after such change or discontinuation. HERE reserves the right to discontinue the general commercial availability of Service or API upon three hundred sixty-five (365) days prior written notice to Customer. Except for Basic Service Availability, 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 Customer is receiving, HERE will provide notice to Customer at least 180 days in advance of the change.
2.3 Suspension. HERE may, without liability to Customer, suspend or limit HLS Access to address any emergency or threat to the operation of equipment supporting HLS Access, to comply with the law, to respond to requests or demands of a government entity, or pursuant to a “notice and take down” policy concerning third party privacy or intellectual property rights. Where practical HERE will inform Customer of a suspension.
2.4 Support. HERE provides technical customer support (TCS) up to 8 hours per calendar quarter with respect to the Licensed Materials and related products via the HERE support portal, currently located at https://here.na1.teamsupport.com/login/user.
2.5 RPS Limits. Requests above applicable RPS Limits are excluded from Basic Service Availability and may result in overage fees.
2.6 HERE Policies. Customer is required to make the HERE Policies available to End Users in Applications or product documentation, release notes, or similar documentation, in a manner that is enforceable by HERE. If HERE Policies are made available on a map display, Customer may not obscure or block End Users’ access to the HERE Policies. HERE has no responsibility for Customer’s own end user terms or privacy policy, any legally required and otherwise appropriate instructions, warnings, notices and safety information related to the Application and its use. Without limiting the generality of the preceding sentence, Customer will implement and comply with appropriate data privacy and security measures in connection with its collection, processing, transfer and use of personal data, including a reasonably effective notice about transmission of certain information to the Services through the use of the Application.
2.7 HLS Access Reporting.
2.7.1 Without limiting anything in Section 2 of the General License Agreement or in a Supplement, Request and Result transaction counts or any content storage space (which may be included in certain HERE Location Services) are recorded and reported by HERE.
2.7.2 HERE will publish or make available a report monthly for the preceding calendar month on the dashboard of the HERE Developer Site.
2.8 HLS Records. Customer shall make and maintain accurate records of each individual Customer offering that uses an Access Credential for HLS Access (“HLS Access Records”) for three (3) years after any applicable Fee accrues. HERE may inspect HLS Access Records on Customer’s premises, without causing unreasonable disruption, 30 days following receipt of written notice to verify Customer’s compliance with the Agreement. Any inspection will occur within 3 years following the due date of the applicable Fee and will be at HERE’s expense, except as follows: If the inspection determines that the Customer has underpaid, Customer will pay the difference plus interest within 30 days of the completion of the inspection; and if underpayment is 5% or more of the inspection findings, Customer shall, within 30 days of the completion of the inspection, pay the difference plus interest, and reimburse HERE the cost of the inspection. This Section 2.8 shall survive expiration or termination of the Agreement for a period of three (3) years.
3 Exceptions to Basic Service Availability or other Service Levels
The following are excluded from the service levels:
3.1 Incidents created by Customer error or omission.
3.2 Any item not defined as part of the Services, equipment or functionality, e.g. internet connectivity, which is outside of the sole control of HERE.
3.3 Any use of the Services which does not comply with HERE specifications, Documentation, or the Agreement.
3.4 Issues with the web API monitoring tools used for Availability calculation (e.g. Keynote, CatchPoint or similar commercially available products).
3.5 Force Majeure events.
3.6 Any Services not covered by posted service levels.
3.7 If an Application exceeds applicable RPS Limits in 5 consecutive days by 10% or more, HERE may change its commitments under the service levels in its sole discretion.
3.8 If an Application generally exceeds applicable RPS Limits, Customer’s request for service may be handled subordinate in relation to other Customer’s requests for service.
Current version: GENERAL LICENSE AGREEMENT V 2.0