1. Acceptance of these Terms
Your use of the XYZ Pro Beta HERE Services and the HERE Materials is governed by these terms and conditions ("Terms"). You may accept these Terms by
- clicking "accept" or "agree" or similar, where this option is made available; or
- using the HERE Materials, in which case your use of the HERE Materials is considered your acceptance of these Terms.
Upon accepting these Terms, they become a binding agreement between you and HERE.
"HERE Services" means the Content provided by HERE through the applicable HERE Materials as available.
"HERE Materials" means any XYZ Pro materials made available by HERE through XYZ.here.com and its related properties, package managers, software repositories, or any other delivery method provided by HERE.
"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 content.
For clarity, these Terms apply only to use of the XYZ Pro Beta HERE Materials. Your use of any other XYZ HERE Services will be governed by the HERE commercial license terms applicable to those Services.
2. These Terms
a) The Terms shall include and consist of the following documents:
- the terms and conditions set out in this document;
- the Acceptable Use Policy available at https://legal.here.com/en-gb/terms/acceptable-use-policy;
- the supplier terms available on https://legal.here.com/en-gb/terms/general-content-supplier-terms-and-notices;
- any other terms and conditions and documents that are referred to in any of the above or in the HERE Materials or the HERE Services; and
- any updated version of the above.
In the event there is a conflict between the above listed documents, the documents shall apply in the order as listed above and the first mentioned shall supersede the later mentioned documents.
b) Updates to these Terms and the HERE Materials and the HERE Services
HERE reserves the right to change these Terms at any time. HERE will provide the changed Terms on the site or in your user account or inform you by email. To continue using the HERE Materials and the HERE Services, you must accept the changes. If you do not agree to the changes, access to the HERE Services may be suspended or terminated by HERE and you must immediately cease using the HERE Materials. Your continued use of the HERE Materials or the HERE Services is deemed your acceptance of the changed Terms. If a change is unacceptable to you, you may as your sole and exclusive remedy cease the use of the HERE Materials.
HERE strives to continuously improve the HERE Services. Therefore, HERE reserves the right to change the HERE Materials and HERE Services at any time. HERE will endeavor to inform you about any major changes as much as possible in advance either by email, through your account or on the site.
3. You and HERE
"You" refers to the person or entity (or both) using the HERE Materials as intended in these Terms. If you accept these Terms on behalf of your company, organization or other entity, you must have, and you represent that you have, full legal authority to bind your company, organization or such other entity to these Terms.
You may not use the HERE Materials, access the HERE Services and may not accept these Terms, if
- you are not of legal age in the country of your official address or not authorized to form a binding agreement as intended herein;
- you are a person prohibited from using or receiving the HERE Materials or accessing the HERE Services under applicable laws, including the laws of the country in which you are resident or from which you use the HERE Services; or
- you are a person barred from using the HERE Materials or accessing the HERE Services under the laws of the United States of America or other countries or the European Union.
"HERE" refers to either (i) HERE Europe B.V. with offices at Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands, if your official address is in any country within Europe, Russia, the Middle East or Africa, or (ii) HERE North America, LLC with offices at 425 West Randolph Street, 60606 Chicago, Illinois, USA, if your official address is in any other country.
4. Account and Access Credentials
You have to register for an account through the site to be able to use the HERE Materials and access the HERE Services. In any case, you agree to provide truthful and complete information when registering or contracting and to keep that information updated.
HERE issues access credentials to you for each Application. You must ensure that unique access credentials are used for each Application. Any use of the HERE Services through access credentials issued to you will be considered your use and you are responsible for such use. You agree to take due care protecting such access credentials against misuse by others and disclosure to others and promptly notify HERE about any misuse or loss of access credentials. If you breach any security measures established by HERE, HERE may immediately terminate or suspend your access to the HERE Services and you shall immediately cease using the HERE Materials and accessing the HERE Services.
5. Your Application Accessing the HERE Services
An "Application" is each desktop, mobile or web application developed by you (or for you) that accesses HERE Services by using the applicable HERE Materials.
The use of HERE Materials is explicitly not permitted for the following:
- Applications with any systems or functions for automatic or autonomous control of vehicle behavior, including systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights, stability, drive train management, visibility enhancement and steering;
- Applications for or to manage unmanned aerial vehicles (such as drones); and
- Vehicle platooning Applications, where “Vehicle platooning” means the grouping, managing and/or optimizing (or any possible combination of the aforementioned) a plurality of vehicles together into a platoon by using navigation and other available data to optimize the efficiencies of operating the vehicles together as a platoon, generating platooning plans (pre-scheduled or ad-hoc) based on platoon routes, planned platoon stops, and a platoon target arrival time generated in response to the associated preferences.
6. Usage Limits & Fees
The beta period will be subject to usage limits. If the usage limits are exceeded, HERE may suspend your use of the HERE Services at its discretion.
There will not be charges for use of the HERE Services during the beta period. After the beta period, HERE will provide notice via XYZ.here.com of plan and pricing options.
7. License Grants
a) License Grant from HERE to You
(I) License to the HERE Materials
Subject to your compliance with these Terms, HERE grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use and evaluate the HERE Materials to access and evaluate the HERE Services for possible commercial use; and to develop Applications integrating the applicable HERE Materials and make such Applications available to your employees and end users.
(II) License to and Use of the HERE Marks
You shall conspicuously display HERE's copyright notices as specified by HERE or as set out in the HERE brand guidance (as may be provided by HERE from time to time) in connection with the Application and on all placements within or related to the Application. In all instances where HERE Services are used or where your marketing materials reference HERE Services (collectively "Collateral") you must attribute HERE as the creator and source of origin of the HERE Services and shall not in any way imply that you or any third party is the creator or source of origin of the HERE Services.
You must prominently display HERE's trademarks, logos, service marks, trade names and similar designations (collectively, "HERE Marks") as specified by HERE (including as specified in the HERE brand guidance as may be provided by HERE from time to time) in connection with the HERE Services and on all Collateral.
During the beta period, HERE grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable, royalty-free right to use the HERE Marks as required for purposes described in this section. You must conspicuously indicate in all materials displaying the HERE Marks (i) that HERE is the owner thereof; or (ii) that the HERE Marks are trademarks or service marks of HERE, as applicable, or (iii) both of the above, as applicable. Your use of the HERE Marks shall inure to the benefit of HERE.
You agree that you will not in any way modify, alter or tamper with any proprietary marks, rights notices or other notices, HERE Marks, Results, or End-User Terms that may be provided through the HERE Services.
Upon termination or expiration of these Terms, you must immediately cease all use of HERE Marks.
b) License Grant from You to HERE
(I) License to Your Content
"Your Content" means any content and information you import into or create in the HERE Services excluding Requests.
No right title or interest to Your Content is transferred to HERE by virtue of these Terms, except that by submitting, posting or displaying Your Content in the HERE Services or otherwise providing Your Content to HERE, you grant HERE and its affiliates a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable license to reproduce, adapt, modify, translate, publicly perform, publicly display, distribute, process and transfer Your Content through the HERE Services in accordance with these Terms.
HERE may remove Your Content from the HERE Services if HERE has any reason to believe that Your Content is illegal, infringing or in some way offensive or otherwise inappropriate. You are solely responsible for complying with the license terms of any third-party materials incorporated into Your Content.
Once you publish Your Content using the HERE Services, you are responsible for how Your Content is viewed by your end users. HERE will have no liability for any of Your Content that is published by you through the HERE Services.
(II) License to Your Marks
During the beta period, you grant to HERE and its affiliates a worldwide, royalty-free, non-transferable, non-exclusive sub-licensable license to use your marks, trade names, trademarks and logos including the names and descriptions of the Applications for purposes of referencing you as a HERE customer and to promote related HERE products and services.
8. Restrictions on HERE Services and HERE Materials
You must take all due care dealing with the HERE Materials and HERE Services and agree at all times to follow these Terms and not to do any acts that are not specifically permitted in these Terms. You are not allowed to make the HERE Services or HERE Materials (or any portions thereof) available to any third party (including any of your affiliates and subcontractors).
Notwithstanding anything to the contrary in these Terms, you may not use or combine HERE Services (or any part thereof) with any other content, services or code that may subject the HERE Services (or any part thereof) to any open source or open data licenses (e.g., OSM) or public domain where such licenses or terms would (a) cause the disclosure or distribution of the HERE Services (or any part thereof); (b) result in licensing of the HERE Services (or any part thereof) for the purpose of making derivative works; (c) cause redistribution of the HERE 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 HERE Services (or any part thereof).
You are not allowed to use any data, content, materials or services of HERE in a way that is not specified in these Terms or that is not compliant with the HERE Acceptable Use Policy.
9. Design and Use of Applications
"Request” means each API call made to the HERE Services through the HERE Materials to request Results as initiated by an end user using the Application.
"Result" means each unique delivery of information delivered to an Application in response to a Request.
Applications and use of the HERE Materials and the HERE Services must comply with the following
- Each end user must be provided with all legally required and otherwise appropriate instructions, warnings, notices and safety information related to the Applications and their use as required by applicable laws;
- Applications shall not be designed or marketed for use in or with high risk systems, devices or products that are critical to health or security of people and property;
- If an Application's screen size or other constraints prevent or restrict Results from being displayed, then end users must be provided with a conspicuous notice informing the end users that the Results cannot be so displayed; and
- The Results must be used according to the intended flow following the links made available within the Result and such links shall only be accessed by deliberate and specific user interaction. No shortcuts or automatic means to access the links or other information within the Results may be implemented. All Results must be used in accordance with the documentation and other instructions provided by HERE.
- To the extent reasonably possible (considering e.g. confidentiality and business secrets) you will provide HERE with a copy of the prototype and commercial versions (as applicable) of the Applications upon request. HERE is permitted, subject to your reasonable instructions (considering e.g. confidentiality and business secrets), to use such Application for public demonstration purposes relating to the promotion of the HERE Services and related HERE products or services.
10. Support, Maintenance, Availability
a) Support by you
You must provide reasonable support and maintenance to your customers for your Application.
b) Support and Maintenance, Changes to the HERE Services
HERE has no obligation to provide you or end users with any support or maintenance. HERE may change, improve and correct the HERE Services and the HERE Materials from time to time. HERE may also provide updates, upgrades or modifications to the HERE Services or the HERE Materials. If so instructed by HERE, you may not continue using the previous version of the HERE Services or the HERE Materials and the use of the previous version of the HERE Services or the HERE Materials may be prevented. HERE has no obligation to provide maintenance, bug fixes, patches, updates or upgrades to the HERE Services or the HERE Materials. To the extent such are provided, they shall be deemed part of the applicable HERE Services or the HERE Materials.
11. End-User Terms and Supplier Terms
a) HERE End-User Terms
You must ensure that (i) the End-User Terms are made available to end users of the HERE Services in connection with the Applications; and (ii) each end user accepts the End-User Terms in such a manner that the End-User Terms are enforceable by HERE.
b) Your end user terms
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.
c) 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 you obtain acceptance to the End-User Terms or your end user terms; (ii) require you to change the implementation of acceptances; and (iii) acquire or require you to acquire additional consents from end users if deemed necessary by HERE. You understand that these requirements are of material importance and hereby agree to follow instructions from HERE.
d) U.S. Government End-Users
Any Application 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 Services' or such other name that you use 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: [choose the applicable address: HERE North America LLC, 425 W. Randolph St., Chicago, Illinois 60606; HERE Europe B.V. Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands]
These Covered Products and Services are a commercial item as defined in FAR 2.101 and subject to [insert the name of the terms/conditions in which this notice is included] under which these Covered Products and Services were provided.
© 2018 HERE
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.
e) Supplier Terms
HERE may be obliged to pass through certain supplier terms. You must comply with all such supplier terms. The current supplier terms are available at https://legal.here.com/en-gb/terms/general-content-supplier-terms-and-notices.
12. Intellectual Property Rights
a) No Transfer of Ownership
No ownership of any intellectual property rights relating to the HERE Materials, HERE Services, Content, Results, HERE Marks or any other information or material provided by HERE (or an authorized HERE distributor) to you is assigned or transferred to you. All such intellectual property rights are protected by provisions of international treaties and applicable laws. The structure, organization and code of the HERE Materials and the HERE Services are the valuable trade secrets and confidential information of HERE, its licensors and affiliates.
b) No Implied Grants
Except as explicitly granted by HERE in the terms and conditions set out in this document, 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 to you. Notwithstanding anything to the contrary in these Terms, no rights or licenses, whether express or implied, are granted by HERE to you to any technologies that may be necessary for the use of the HERE Materials (e.g., operating systems, communication protocols or cellular technologies) but that are not included in the HERE Materials provided by HERE.
c) Covenant Not to Sue
You agree that you and your affiliated companies 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 your or your affiliate's intellectual property rights due to the use of the HERE Materials, HERE Services and HERE Marks or implementations thereof.
You agree that you and your affiliated companies shall impose the obligation stated in the above paragraph on any third party to whom you or your affiliated companies assign or transfer any intellectual property rights. This obligation is restricted to suits or other assertions based on such assigned or transferred intellectual property rights.
You are released from the 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) you are first sued for intellectual property rights infringement related to the subject matter of the covenant by such other beneficiary who benefits from your covenant and agreement as set forth herein; and (ii) the suit is based on your infringement of such other beneficiary's intellectual property rights which if held by you would be subject to the covenant and agreement not to sue provided for in this section.
13. Error Reporting and Feedback
You may provide HERE either directly or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the HERE Materials and the HERE Services (together "Feedback"). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) HERE may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) HERE is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant HERE and HERE's affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
14. Representations and Warranties
You represent and warrant that:
i. you will comply with all applicable laws, these Terms, any documentation, technical guidelines and other requirements as HERE may provide from time to time with respect to your use of any of the HERE Materials and related to the HERE Services, Results and Content;
ii. you have all requisite power and authority to execute these Terms and to perform the obligations hereunder;
iii. the execution and delivery of these Terms will not conflict with or violate any other agreement to which you are a party;
iv. you are not identified on any governmental export exclusion or denied party lists;
v. you will implement and comply with appropriate data privacy and security measures in connection with your collection, processing, transfer and use of personal data, if any, and that you have all necessary consents required for processing of such personal data in accordance with these Terms;
vi. you shall not violate, misappropriate, or infringe any intellectual property rights, rights of privacy, or rights of personality or any other right of any third party or of HERE;
vii. The Application and Your Content do not contain or distribute any viruses, spam, files, code malware or any other malicious software programs, technology or content that may harm or disrupt the operation of the HERE Materials or the HERE Services; and
viii. you will exercise all legally required care and diligence in connection with the design, manufacture, workmanship, testing, distribution and operation of the Application.
a) EXCLUSION OF WARRANTIES
THE HERE MATERIALS, THE HERE SERVICES, RESULTS AND THE CONTENT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE HERE MATERIALS, THE HERE SERVICES, RESULTS AND THE CONTENT IS AT YOUR SOLE RISK. HERE, ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE HERE MATERIALS, THE HERE SERVICES, RESULTS OR THE CONTENT WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT DEFECTS IN THE HERE MATERIALS, THE HERE SERVICES, RESULTS OR THE CONTENT WILL BE CORRECTED. HERE, ITS AFFILIATES, SUPPLIERS AND THEIR LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT NOT PROHIOBITED BY APPLICABLE LAW, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE HERE MATERIALS, THE HERE SERVICES, RESULTS AND THE CONTENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.
You agree to defend, indemnify and hold harmless HERE and its affiliates, contractors, suppliers and licensors from and against all third party claims and all liabilities, assessments, losses, costs and damages resulting from or arising out of (i) your breach of these Terms, (ii) any use of the HERE Materials, the HERE Services, the Content or any information or Results derived therefrom by you or any third party; and (iii) your infringement or violation of any intellectual property rights or other rights of a third party. You hereby agree to fully cooperate as reasonably requested in the defense of any claim. HERE reserves the right to alone assume the defense and control of any claim that is subject to your above indemnification.
16. Limitation of Liability
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL HERE, ITS AFFILIATES, THEIR EMPLOYEES, DIRECTORS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO (i) THESE TERMS; OR (ii) THE USE OF OR INABILITY TO USE THE HERE MATERIALS, THE HERE SERVICES, THE RESULTS OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES THE LIABILITY OF HERE, ITS AFFILIATES, THEIR EMPLOYEES, DIRECTORS SUPPLIERS AND LICENSORS SHALL BE LIMITED TO U.S. $500.
Subject to the above limits and exclusions the aggregate and total liability of HERE, its affiliates, their employees, suppliers and licensors will in no event exceed the amount of any actual direct losses up to the fees paid by you to HERE to which your claim relates in the 12 months preceding the date on which the basis of the claim arose. This applies to all claims arising out of or related to (i) these Terms; or (ii) the use of or inability to use the HERE Materials, the HERE Services, the Results or the Content, even if HERE, its affiliates, their employees, suppliers or licensors are advised of the possibility of such losses, regardless of the nature of the claim or the basis on which the claim is made.
You acknowledge and agree that
- HERE is not responsible for and will have no liability for hardware, software, services or other items or any services provided by any persons other than HERE;
- the allocation of the risk contained herein reflect the economic basis of the agreement, in the absence of which the agreement would not have been made; and
- losses from improper use of the HERE Materials, HERE Services, the Results or the Content may be irreparable and therefore HERE is entitled to seek equitable relief, including preliminary injunction and injunction, in addition to all other remedies.
Nothing contained in the agreement shall prejudice the statutory rights of any party dealing as a consumer. HERE is acting on behalf of its employees, directors and affiliates and their suppliers and licensors for the purpose of disclaiming, excluding, and restricting obligations, warranties, and liability as provided in these Terms, but in no other respects and for no other purpose.
Confidential information includes all materials and information concerning the business of one of the parties (either you or HERE) received by the other party, including product and pricing offers, products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, third-party confidential information and trade secrets. Confidential information does not include: (a) information that the party who owns the information makes generally available to the public; (b) information that either party can demonstrate had rightfully in possession prior to disclosure by the other party; (c) information that is independently developed by one party without the use of any confidential information of the other party; or (d) information that one party rightfully obtains from a third party who has been given the right by the other party to disclose it without confidentiality obligation. Each party receiving confidential information from the other party may disclose such confidential information to the receiving party's affiliates and its and their contractors, provided that those in receipt of such confidential information have a need to know such confidential information and are bound by confidentiality obligations at least as restrictive as those herein. You and HERE both shall keep confidential and not to disclose, publish, or disseminate any confidential information of the other party to any other third party without prior written consent. You and HERE both shall take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of confidential information of the other party.
18. Term and Termination
a) Term & Termination
In addition to other rights HERE may have under these Terms to terminate your access or license to the HERE Materials or HERE Services, the following applies.
If any usage limits applicable to the HERE Services are exceeded, HERE may suspend you and your end users' access to the HERE Services.
All rights and licenses granted under these Terms to you shall automatically and immediately terminate without notice if you fail to comply with any provision of these Terms. In such case you must immediately uninstall, delete and destroy, at your own expense, any HERE Materials, related software, all backup copies, and all other related materials provided by HERE (or an authorized HERE distributor) and cease using the HERE Services.
HERE may close your account or if you have not signed into your account or made use of the HERE Services with your access credentials in the past 3 months.
HERE may otherwise suspend or terminate your access to the HERE Services at any time at its discretion.
b) Effects of Termination
Immediately upon expiry or termination of your access to the HERE Services, your license to the HERE Materials automatically terminates, and you must cease all use and distribution of the Application that uses or includes the HERE Materials or parts thereof and you must no longer make use of the HERE Materials, the HERE Services and the HERE Marks; you will no longer have access to the HERE Services. You must uninstall and destroy all related software, backup copies, and all other related materials received from HERE (whether directly or through an authorized HERE distributor) within 30 days from expiry or termination. Those provisions of these Terms that naturally survive termination shall survive such termination.
HERE has no obligation to return Your Content upon termination or expiration of these Terms.
19. Governing Law and Dispute Resolution
This agreement shall be construed and governed by the substantive laws of (i) The Netherlands if HERE Europe B.V. is the HERE contracting party, or (ii) the State of Illinois (USA) if HERE North America LLC is the HERE contracting party, in either case without giving effect to the conflict of laws provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this agreement.
If there is a dispute between you and HERE as to matters arising out of or related to this agreement, or the validity, enforceability or interpretation of these Terms, then (i) if Dutch law applies, you and HERE irrevocably submit to the exclusive jurisdiction of the courts in Amsterdam; or (ii) if Illinois law applies, you and HERE irrevocably submit to the exclusive jurisdiction of the Illinois State courts in Chicago and U.S. federal courts in the District of Illinois. The provisions of this section do not prevent either you or HERE from seeking immediate injunctive relief in any court of competent jurisdiction.
If any provision of these Terms 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 agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision.
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 this agreement.
c) Limitation on Action
Except for your payment obligations or any unauthorized use of HERE's intellectual property rights, any action by either party in connection with this agreement must be brought within 2 years after the cause of action arose.
d) Force Majeure
Neither party shall be liable to the other for a failure to perform any of its obligations under this agreement, except for payment obligations, due to force majeure circumstances beyond its reasonable control, provided such party notifies the other of the delay.
This agreement is between you and HERE. No third party beneficiaries are intended except if expressly provided in these Terms. In connection with this agreement, 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.
Unless and to the extent otherwise provided in these Terms, all written press or similar media releases relating to the terms or existence of this agreement must be approved in writing by HERE prior to their release unless the disclosure is required by applicable law in which case you must provide HERE a notice of such requirement in time for HERE to object to such disclosure.
You agree that HERE may provide you with notices, including those regarding changes to these Terms, by email, in your account, by regular mail or through postings to the HERE Service or the site. Unless otherwise instructed by HERE, you must provide notices to HERE to the address given above.
The rights and obligations of each party herein may not be transferred or assigned without the prior written consent of the other party, except that HERE may assign this 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.
i) Entire Agreement
These Terms constitute the entire agreement between you and HERE regarding the subject matter hereof. The agreement supersedes all prior oral or written communications, representations, undertakings and agreements of the parties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, purchase order or similar communication.