These Marketplace Dispatcher Additional Terms and Conditions (“Additional Marketplace Dispatcher Terms”) set forth the terms and conditions that apply to Partner using the Marketplace Dispatcher. These Additional Marketplace Dispatcher System Terms are an integral part of the (i) HERE Mobility Master Terms and Conditions (and all their respective referenced and attached Annexes, Schedules or Exhibits), or (ii) HERE Mobility Products - Partner Terms of Service (and all their respective referenced and attached Annexes, Schedules or Exhibits) (each and as applicable, the “Terms”). The term “Agreement” as used herein means (a) the HERE Mobility License Agreement including its applicable Terms, and the Data Protection Addendum (“DPA”), or (b) HERE Mobility Products - Partner Terms of Service and the DPA. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement and the DPA. In the event of any conflict between the terms of these Additional Marketplace Dispatcher Terms and the Agreement, the terms of these Additional Marketplace Dispatcher Terms shall prevail and take precedence and modify those terms of the Agreement.   

A. Additional Definitions.

The following definitions shall be added to Exhibit A (“Definitions”) of the Terms:

(1)       “Driver App” means a mobile application that: (a) the Driver must download from the applicable mobile app store and install on his/her mobile device; (b) is connected to the Marketplace Dispatcher and enables the Partner to supervise the Driver and his/her associated vehicle; (c) enables the interaction and communication between the Partner and the Driver for the purpose of facilitating the provision of Mobility Services to Consumers; and (d) is developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by HERE and is made available by or on behalf of HERE through the Mobility Products.

(2)       “Dispatch Portal” means, a web-based software that enables Partner and the Partner Personnel to manage, supervise and communicate with all the Drivers in the mobility fleet, and includes without limitations, maps, rides and Driver statuses, Premium Features (if applicable), reports (as available) and any other content or materials as may be provide by HERE.

(3)       “Mobility Optimizer” means a HERE product that may be available to Partner as part of the Marketplace Dispatcher, and allows Partner to upload to the Marketplace Dispatcher, a list of rides and their respective pick-up and drop off locations and times, and optionally names and phone numbers of Consumers to be picked up on these rides, for automatically creating an optimized schedule for Drivers in the Partner’s fleet.

(4)      “Partner-Controlled Consumer Data” means Consumer Data for which Partner is a Controller pursuant to a separate engagement between the Partner and the applicable Consumer, as follows: (a) an occasional Consumer (namely occasional taxi street hailing by a Consumer), (b) a direct contact with a Consumer (namely a Consumer that contacts the Partner directly via phone or otherwise), or (c) a Consumer whose Consumer Data is uploaded by Partner to the Marketplace Dispatcher, in accordance with a contractual obligation between Partner and other third parties, which HERE is not a part of whether via the Mobility Optimizer or otherwise; all of the foregoing provided that such Consumer Data was not provided to HERE directly from the Customer or by any other source.

B. Additional Mobility Products Terms and Conditions

The following terms and conditions shall be added to Section 1 (“Provision and Use of The Mobility Products”) of the Terms:

(1)       Partner acknowledges that the Marketplace Dispatcher comprises of a Dispatch Portal and a Driver App; the Dispatch Portal provides Partner with the ability to manage the Partner’s fleet and the Driver App provides Partner with the ability to communicate with and to locate in real time the Drivers in the fleet. Partner agrees that: (i) the Dispatch Portal will only be used in accordance with its documentation and/or any additional directions provided in writing by HERE; and (ii) it will not engage in any Forbidden Usage in connection with the Marketplace Dispatcher. 

(2)       Partner acknowledges and agrees that use of the Mobility Optimizer is not provided as part of the Marketplace Dispatcher. The availability of the Mobility Optimizer is subject to HERE’s sole discretion and Partner’s execution of additional terms and conditions that apply to the Mobility Optimizer.

(3)       Partner acknowledges that in order to provide Mobility Services, each Driver in Partner’s fleet will be required to: (i) download the Driver App to the mobile device s/he uses while providing transportation services as a member of Partner’s fleet; and (ii) proactively agree to, and comply with, the Driver App Terms of Use and the Driver App Privacy Notice (collectively, “Driver App Terms”).  Therefore, Partner  shall: (a) provide each Driver with a copy of the notice set forth herein below as Schedule 1 (“Driver Notice”) together with any and all legally required and otherwise appropriate instructions, warnings, notices and safety information, and (b) obtain from each Driver affirmative, informed and legally valid consent as required by Data Protection Laws prior to providing each Driver’s Driver Data to HERE. HERE reserves the right to amend or update any or all of the Driver App Terms at any time, in HERE’s sole discretion, and to provide notice to Partner and/or the Drivers with respect to any such changes as set forth in the Driver App Terms.

(4)       HERE may, or upon HERE’s request Partner shall, immediately terminate or block the access to the Driver App of any Driver who breaches the Driver App Terms or applicable laws and regulations, including applicable Data Protection Laws. If Partner fails or refuses to block such Driver’s access pursuant to HERE’s request, HERE shall have the right to immediately block Partner’s access to all or any portion of the Mobility Products.

C. Additional Data Terms.

The following terms and conditions shall be added to Section 3 (“Data”) of the Terms and to the DPA:

(1)       While using the Mobility Products, Partner Account Data, certain Partner Personnel Data, Driver Data and Partner-Controlled Consumer Data shall be made available to HERE. Partner hereby grants HERE a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Partner Account Data, Partner Personnel Data, Driver Data and the Partner-Controlled Customer Data in order to (i) provide the Mobility Products to Partner; and (ii) administer and make improvements to the Mobility Products.

(2)      The parties hereby agree that with regard to processing of:

(i) Partner Account Data, Partner is the Controller (as defined in the DPA) and HERE is an independent Controller;

(ii) Driver Data, HERE and Partner are independent Controllers;

(iii)  HERE-Controlled Consumer Data, HERE is the Controller and Partner is the Processor. The terms and conditions of the DPA shall apply in accordance with the roles of the parties set forth in this section C(2);

(iv) Partner-Controlled Consumer Data, Partner is the Controller and HERE is the Processor; and

(v) Partner Personnel Data, Partner is the Controller and HERE is the Processor (as defined in the DPA).

(3)       Partner represents and warrants, that: (a) it shall add and make the Driver Data available as part of the Marketplace Dispatcher solely subject to its compliance with the following pre-conditions: (i) provision of the Driver Notice to the Drivers; and (ii) receipt of each Driver’s explicit,  legally, and valid consent for sharing its Driver Data (in its entirely or partially, as required) with HERE for the sole purpose of creating a Driver account in the Marketplace Dispatcher and thereby in the Driver App, including without limitation, the Driver’s name, mobile phone number, details of the vehicle that is assigned to the Driver in the Partner fleet, as well as any additional and required information as set out in the Driver App Terms, and (b) it will not provide HERE with any Data on Drivers that do not consent to having their Driver Data available via the Marketplace Dispatcher.

(4)       Partner represents and warrants that it will: (i) only add, include and make available Partner-Controlled Consumer Data via the Marketplace Dispatcher following the establishment of a legal basis including and where required, receipt of each Consumer whose Data is considered as Partner-Controlled Consumer Data, consents and approvals and making all notices (as applicable), required for Partner and HERE to Process Personal Data of the applicable Consumers, including without limitation by making such required disclosure in the Partner Terms and Partner Privacy Policy as set forth in Section 3.2 of the Terms and obtaining express consent from Consumers, therefor; and (ii) not provide HERE with any Partner-Controlled Consumer Data of Consumers from which Partner  did not receive consent to having their Consumer Data available via the Marketplace Dispatcher or has established another legal basis with these Consumers.

(5)       The parties agree that the subject matter, nature and purpose of the processing of Data is the provision of Mobility Services and/or access to the Mobility Services in accordance with the Agreement.

(6)       The types of Personal Data being processed, and the categories of Data Subjects are related to Partner Account Data, Partner Personnel Data, Driver Data and Consumer Data.

D. Additional Reports/Audit Terms and Conditions.

The following terms and conditions shall be added to Section 5 (“Report/Audit”) of the Terms:

(1)       HERE shall provide or otherwise make available to Partner reports that contain: (a) analytics on the usage of the Marketplace Dispatcher including, without limitation, details on the types and quantity of usage by Consumers, number of rides etc.; and (b) any additional reports as shall be mutually agreed upon by the parties (collectively, “HERE Reports”).

(2)       The HERE Reports shall be provided as part of the Dispatch Portal. HERE shall not be liable for temporary inaccuracy or unavailability of any data provided online.

Schedule 1
Driver Notice

This Driver Notice (“Driver Notice”) is provided to you in connection with your position as a driver in a mobility fleet that is managed by HERE Mobility Marketplace Dispatcher (“Marketplace Dispatcher”) which is owned and operated by HERE (“HERE”). The Marketplace Dispatcher is a real-time mobility fleet utilization and optimization solution that allows a mobility fleet owner (a “Dispatcher”) to manage and optimize its mobility fleet and assists passengers to request and/or book transportation services. In order to provide Mobility Services through the Marketplace Dispatcher, you are required to install the HERE Mobility Drive App (the “App”) on your mobile device.

Prior downloading the App or otherwise using the Marketplace Dispatcher, please be aware of the following:

(1)  The App Terms of Use applies to your download, access and use of the App, and the applicable App Privacy Policy describes how your personal data is collected, stored and used (collectively, “App Terms”). The App Terms describe the terms and conditions applicable to your use of the App and therefore you should carefully review them. If you do not agree with all of the terms and conditions set forth the App Terms, you are not permitted to download, install or use the App.

(2)  If you have any questions regarding the App Terms, please contact the Dispatcher or HERE at mobility_support@here.com.  

(3)  In order to create an account for you on the Marketplace Dispatcher, the Dispatcher, or the Dispatcher’s personnel on its behalf, will upload to the Marketplace Dispatcher personally identifiable information about you (“Personal Information”). Personal Information can be anything that identifies you, including but not limited to, full name, contact information (such as phone number) and other information as set forth in the App Terms. The Dispatcher shall also upload to the Marketplace Dispatcher details about the vehicle you use to provide the transportation services as part of the Dispatcher’s mobility fleet.

(4)  Once the Dispatcher, or the Dispatcher’s personnel on its behalf, has created an account for you on the Marketplace Dispatcher, the Dispatcher will provide you with download and installation directions. The App is available for download on Apple App Store and/or the Google Play Store.

(5)  Following your download and installation of the App, you will be able to login to the App using your phone number and a verification code that will be sent to your mobile device.

(6)  When you first login to the App, you will be asked to review and explicitly accept the App Terms. Thereafter, subject to your acceptance of the App Terms, you will be identified as part of the Dispatcher’s mobility fleet. Please contact the Dispatcher if you have any further questions regarding the login process.