In addition to the definitions in the GLA, the following definitions shall apply.
API means the interfaces that are defined in the applicable OLP 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 OLP Workspace. Customer Content excludes HERE Content and Customer Content which has been enriched, enhanced, optimized or otherwise modified using OLP Workspace Services.
Customer Output means any results, data or other information created by Customer in OLP Workspace that consists of Customer Content which has not been enriched, enhanced, optimized, or otherwise modified using HERE Content and/or OLP Workspace Services. For avoidance of doubt, the use of i) Open Standard Schema implementations alone or ii) OLP 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.
HERE Content means data or other content made available by HERE to Customer through OLP Workspace and as described in OLP Documentation.
OLP Documentation means the OLP Workspace documentation provided to Customer by HERE from time to time.
OLP Output means any results, data or other information obtained from the use of OLP Workspace Services and/or HERE Content excluding Customer Output.
OLP SDK means the HERE software development kit including libraries and tools that are specified in OLP Documentation.
OLP Workspace Services means the services offered by HERE to Customer through OLP Workspace, as described in OLP Documentation.
OLP Workspace means APIs, OLP SDK, OLP portal, HERE Content, software and platform services that are offered by HERE to use the platform, as described in OLP Documentation.
Open Standard Schema means the SDII standard schema and/or other standard schema definitions and implementations thereof as described in applicable OLP Documentation.
Output means collectively the OLP Output and Customer Output.
2. ACCESS TO OLP 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 OLP 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 OLP 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, Open Standard Schema and OLP SDK. Customer has the right to download, copy and access APIs, Open Standard Schema implementations, HERE Content and OLP SDK in binary form solely for:
- a. uploading Customer Content to OLP Workspace and analyzing, processing, enriching, enhancing, optimizing or otherwise modifying Customer Content through OLP Workspace Services;
- b. 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);
- c. running Applications and Output in OLP Workspace as specified in OLP Documentation; and
- d. making requests to receive Output.
APIs, OLP SDK, Open Standard Schema or any parts thereof may not be (i) used to operate Applications and Output outside of OLP Workspace unless expressly allowed herein or (ii) distributed to any third parties unless otherwise stated in this Section 2.
2.3 OLP Workspace Services. HERE will provide OLP Workspace Services to be accessed through Customer OLP Workspace account for processing, analyzing and creating location references of HERE Content and/or Customer Content to create the Output as specified in OLP Documentation.
Customer shall not (i) cache or store outside OLP any OLP Output that includes anything from use of HERE Content for more than 24 hours; and/or (ii) use OLP Output for the purpose of building a repository of assets (e.g. map content or weather information) or scale one request for OLP Output to serve multiple End Users. Customer may not create, distribute, sublicense or otherwise make available any OLP Output that contains unenhanced or unmodified HERE Content.
2.4 Rights to OLP Output. Customer has the right to:
- a. copy, modify and create derivative works from OLP Output;
- b. integrate OLP Output, derivative works of OLP 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 OLP 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 OLP 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 OLP Workspace and make it available only to Customer. HERE has the right to use Customer Content only for the purpose to provide OLP Workspace and related services to Customer. HERE shall have the right to remove Customer Content from OLP 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 OLP 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 OLP 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 OLP Workspace, Applications(s), and Output 1) to address any emergency, misuse or threat to the operation of OLP 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 OLP Workspace or related services may not be available in or accessible from all territories. HERE may change, discontinue, or deprecate OLP 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 OLP Workspace that were changed, discontinued, or deprecated for six (6) months from the date when such change, discontinuation or deprecation was published in the OLP portal site 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 OLP 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 OLP Workspace in any way that could risk OLP 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 OLP 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).