HERE WORKSPACE ADDENDUM TERMS
In addition to the definitions in the GLA, the following definitions shall apply.
API means the interfaces that are defined in the applicable Documentation.
Application means a software application, data product, website, service or similar product developed by or for Customer utilizing Output.
Customer Content means anything, including but not limited to content, data, software or information that Customer uploads or otherwise transfers to HERE Workspace. Customer Content excludes HERE Content and Customer Content which has been enriched, enhanced, optimized or otherwise modified using Workspace Services.
Customer Output means any results, data or other information created by Customer in HERE Workspace that consists of Customer Content which has not been enriched, enhanced, optimized, or otherwise modified using HERE Content and/or Workspace Services. For avoidance of doubt, the use of i) Open Standard Schema implementations alone or ii) Workspace Services for the sole purpose of transfer and/or store of Customer Content do not amount to such an enrichment, enhancement, optimization or other modification.
Documentation (formerly OLP Documentation) means the documentation provided to Customer by HERE from time to time.
HERE Content means data or other content made available by HERE to Customer through HERE Workspace and as described in Documentation.
HERE Output (formerly OLP Output) means any results, data or other information obtained from the use of Workspace Services and/or HERE Content excluding Customer Output.
HERE SDKs (formerly OLP SDK) means the HERE software development kits including libraries and tools that are specified in Documentation and made available through HERE Workspace.
HERE Workspace (formerly OLP Workspace) means APIs, HERE SDKs, portal, HERE Content, software and platform services that are offered by HERE to use the platform, as described in Documentation.
HERE Location Services means the HERE location services including search, routing, rendering and transit, as are described in the Documentation, and that are available to Customer’s end users through an API.
Open Standard Schema means the SDII standard schema and/or other standard schema definitions and implementations thereof as described in applicable Documentation.
Output means collectively the HERE Output and Customer Output.
Workspace Services (formerly OLP Workspace Services) means the services offered by HERE to Customer through HERE Workspace, including the Location Services, as described in Documentation.
2 ACCESS TO WORKSPACE
2.1 Access Credentials. HERE will provide Customer with a login account and access credentials (unique identifiers and access codes) to enable Customer to use of and access HERE Workspace. If Customer attempts to gain unauthorized access to the platform, find or test/exploit any vulnerabilities, conducts other malicious activities, or otherwise misuses access credentials, HERE may disable any or all of Customer’s access credentials. Customer shall be liable for all use and access of the HERE Workspace with Customer’s access credentials and shall notify HERE of any possible or actual misuse and/or loss of access credentials.
2.2 APIs, HERE Content, Open Standard Schema and SDK. Customer has the right to
- a. download and copy Open Standard Schema implementations and HERE SDKs in binary form and use the HERE Content solely for:
- i. uploading Customer Content to HERE Workspace and analyzing, processing, enriching, enhancing, optimizing or otherwise modifying Customer Content through Workspace Services;
- ii. developing and testing Applications and Output internally on Customer’s local computers only, (i.e., developing and testing in any third party server environment is not permitted); and
- iii. running Applications and Output in HERE Workspace as specified in Documentation;
- b. use and access the APIs for
- i. running Applications and Output and accessing the Services in HERE Workspace as specified in Documentation; and
- ii. making requests to receive Output.
APIs, Open Standard Schema implementations, HERE SDKs, HERE Content or any parts thereof may not be (i) used to operate Applications and Output outside of Workspace unless expressly allowed herein or (ii) distributed to any third parties unless otherwise stated in this Section 2.
2.3 Workspace Services. HERE will provide (i) Location Services to be accessed through the APIs to request Output by the Customer Application end users; and (ii) other Workspace Services to be accessed through HERE Workspace for processing, analyzing and creating location references of HERE Content and/or Customer Content to create the Output as specified in Documentation.
Customer shall not (i) cache or store outside HERE Workspace any Output that includes anything from use of HERE Content for more than 24 hours; and/or (ii) use HERE Output for the purpose of building a repository of assets (e.g. map content or weather information) or scale one request for HERE Output to serve multiple End Users. Customer may not create, distribute, sublicense or otherwise make available any HERE Output that contains unenhanced or unmodified HERE Content.
Customer is responsible for notifying HERE at ServiceDeliveryManagement@here.com, 60 days in advance of changes in usage such as maximum RPS (referring to the limit of requests per second to the Location Services calculated as an average number of requests during a period of 5 minutes) increasing more than 25% of the previous 60 days maximum RPS during the term of the Agreement. With this estimation, both Parties will use commercially reasonable efforts to prepare for the required capacity for the Customer subject to a mutually agreed plan. If the maximum RPS either exceeds by 40% of the previous 60 days maximum RPS or the Customer’s 60 day RPS estimation, then HERE will not be in breach of, or liable for penalties of, performance or availability targets specified in any part of this Agreement including the SLA. In addition, if said max RPS is exceeded by any amount and there is risk to the HERE Location Services and/or other HERE customers, those customers within contractual limits will have their requests prioritized.
2.4 Rights to HERE Output. Customer has the right to:
- a. copy, modify and create derivative works from HERE Output;
- b. integrate HERE Output, derivative works of HERE Output, Data Client Library, Data APIs and/or Open Standard Schema (“Redistributables”) into Customer’s Applications to provide services to (i) End Users of Customer’s products and services (“Customer End Users”) and/or (ii) its third-party business customers (“Customer Partners”);
- c. distribute Redistributables as embedded into Customer’s Applications to its Customer End Users and/or Customer Partners, either directly or through HERE Marketplace; and/or
- d. grant its Customer Partners the right to integrate the Redistributables as embedded into Customer’s Applications into such Customer Partners’ products and further distribute Redistributables to End Users, through multiple levels of distribution.
Any distribution rights granted by Customer to a Customer Partner shall be subject to Customer’s compliance with the terms of this Agreement and must be granted under a written agreement with terms that are as restrictive, and no less protective of HERE, as this Agreement. Customer shall remain liable for acts and omissions of its Customer Partners and their customers, and a breach of the terms hereof shall be deemed a breach by Customer.
2.5 Limited Rights Granted by Customer. Customer grants HERE the right to audit, analyze, monitor, evaluate and enforce, either through machine learning or other processes, Customer’s access and use of the HERE Workspace. HERE may use the learnings, findings, and outcome thereof to improve and optimize any existing and future HERE products, services and processes, for research and development purposes and to verify Customer’s compliance with the terms of this Agreement.
HERE agrees to store Customer Content in HERE Workspace and make it available only to Customer. HERE has the right to use Customer Content only for the purpose to provide HERE Workspace and related services to Customer. HERE shall have the right to remove Customer Content from HERE Workspace at any time if, in HERE’s reasonable discretion such content is in violation of any HERE Policies. No ownership of any Intellectual Property Rights to Customer Content is transferred to HERE in this Agreement. Customer has the right to remove Customer Content from HERE Workspace at any time. Customer shall be responsible for any additional back-up of Customer Content and acknowledges that HERE shall not be responsible for any loss of, damage to or unauthorized use of Customer Content that occurs as part of the Customer Content processing workflows.
3 LIABILITY FOR OUTPUT AND APPLICATIONS
Customer shall have the sole responsibility for the Output and for any claims and liabilities arising out of or related to the licensing or the use of Applications unless otherwise explicitly stated in this Agreement. Customer shall (i) test each Application before making it available to any Customer Partners or End Users; and (ii) be solely responsible for any technical support for and any services related to Applications.
4 HERE POLICIES AND THIRD PARTY TERMS
4.2 HERE Workspace may include software provided by third parties that is subject to open source software or other similar terms that HERE may be obligated to pass through to Customer with the delivery of the software. Customer shall comply with all such open source software license or other similar terms, as applicable. HERE reserves the right to amend or replace such terms from time to time.
5.1 HERE may suspend, limit or throttle access to and availability of HERE Workspace, Applications(s), and Output 1) to address any emergency, misuse or threat to the operation of HERE Workspace, actual or perceived; 2) to comply with applicable legislation, to respond to requests or demands of a government entity; and 3) pursuant to a privacy or copyright ”notice and take down” request and violation of Intellectual Property Rights or other third party rights. HERE shall immediately inform Customer of such suspension or limitation.
5.2 HERE Workspace or related services may not be available in or accessible from all territories. HERE may change, discontinue, or deprecate HERE Workspace or any part thereof, from time to time but will use commercially reasonable efforts to continue supporting the previous versions of the parts of HERE Workspace that were changed, discontinued, or deprecated for six (6) months from the date when such change, discontinuation or deprecation was published in the HERE Workspace except, in the case (a) of a security or Intellectual Property Rights issue, (b) where such continued support would be economically or technically burdensome, (c) of legal or governmental requirements, or (d) of a third party claim.
6.1 Unless otherwise expressly set out elsewhere in this Agreement or otherwise agreed by the parties, Customer shall not make, have made, use, license, sublicense, display, distribute or offer for sale any HERE Output enabling the capability of:
- a. Route Guidance, i.e. provisioning of individual maneuvers along a calculated route in real time, including alerts for individual maneuvers and a calculation of End User’s position along the route;
- b. ADAS/HAD, systems or functions that assist or are used for automatic or autonomous control of vehicle behavior, such as systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights, stability, drive train management, visibility enhancement and steering, commonly known as Advanced Driver Assistance System (ADAS) or Highly Autonomous Driving (HAD) functionalities; or
- c. Asset Management, i.e. applications created in relation to an asset, 1) the location, tracking, display on a map, provision of directions or deriving of analytics; or 2) calculating the order of destinations, waypoints and/or the routes thereto for an asset, based on the availability, position and/or routing of one or more assets.
The foregoing shall not apply to the extent that such use is solely for internal evaluation and testing purposes.
6.2 Customer shall not:
- a. use or utilize HERE Workspace in any way that could risk HERE Workspace or any content therein becoming subject to open source licenses, open data(base) licenses or similar licenses or public domain;
- b. create a derivative geographic, PoI or other content database that is as a whole or in part based upon HERE Content or other HERE Intellectual Property Rights including any translation, adaption, arrangement, modification or any other alteration of HERE Content or HERE Intellectual Property Rights;
- c. use incorrect attribution of any information derived from HERE Workspace;
- d. modify in any manner the annotation data (including but not limited to the island names and sea names) and national boundary lines in the Japan content included in HERE Content;
- e. use or make available for use the HERE Content of the People’s Republic of China in the People’s Republic of China; and
- f. export or in any way transfer the HERE Content for the Republic of Korea (South Korea) from the Republic of Korea (South Korea).