HERE Anonymizer Software Terms

Effective date: 
Monday, 15 July, 2024

HERE ANONYMIZER  SOFTWARE TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) govern your access to and use of HERE Anonymizer  Software (“Anonymizer Software”, “HERE Software” or “Software” as defined below) and are an agreement between the applicable HERE Contracting Party (also referred to as “HERE,” “we,” “us,” or “our”) and the person and/or entity (“you” “yours” or  “Customer” ) that has accepted these Terms and/or is using HERE Anonymizer Software. HERE and you are each referred to as a "Party" and collectively as "Parties." Additional definitions for specific terms used in these Terms are defined in Section 21 or relevant Documentation.

1. YOU AND HERE

If you accept these Terms on behalf of a company, organization, or other entity, you represent that you have full legal authority to bind your company, organization, or such other entity to these Terms. “HERE Contracting Party” refers to HERE Europe B.V., Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands, or to (i) HERE North America, LLC, 425 West Randolph Street, Chicago, Illinois 60606, USA if your registered address is in any country within the Americas except as it pertains to (iv) below; (ii) HERE Philippines, Inc. if your registered address is in the Philippines; (iii) HERE Solutions Korea Co. Ltd. if the territory for the license is South Korea only; or (iv) HERE LATAM Mexico, S. de R.L. de C.V. if the territory for the license is Mexico and your registered address is in Mexico. You may not access or use the Software or accept these Terms if (i) you are not of legal age in the country in which you reside; (ii) you are not authorized to form a binding agreement as intended by the Terms; or (iii) you are prohibited from accessing or using the Software under applicable laws, including the laws of the country in which you reside or from which you would access or use the  Software.

2. ACCEPTANCE OF TERMS

You agree to these Terms and enter into a binding agreement between you and HERE by (i) confirming your acceptance of these Terms by subscribing and completing the payment process for the Software through Azure MarketPlace and  (ii) by accessing and using the Software.

3. APPLICABLE DOCUMENTS

3.1 These Terms include and consist of the following additional documents,  which are incorporated by reference and include any future updates to the documents listed below:

a) Applicable Exhibits.

b) Additional terms applicable to the Subscription Plans and pricing that you have selected available in the Marketplace or any other documentantion that may be provided by HERE to you from time to time;

c) HERE policies

d) HERE Supplier Terms available at https://legal.here.com/terms/general-content-supplier-terms-and-notices;

e) HERE Data Processing Agreement (“DPA”) available at https://here-legal-files-prod.s3.amazonaws.com/files/HERE_Platform_Data_Processing_Agreement.pdf, which applies to the processing of Personal Data as specified in the Exhibits or Documentation; and

f) other Documentation referred to in any of the above, or in the Software.

If there is a conflict between any provisions in these Terms, the more specific provision will be given precedence over general provisions or terms.

The Software may include third party software that is subject to open source software licenses or other similar requirements that HERE may be required to pass through to you with the delivery of the software. You must comply with all such license requirements or other similar terms. HERE reserves the right to amend or replace such requirements as needed.

3.2 Updates to these Terms

HERE reserves the right to change these Terms at any time and will provide reasonable notice to you of material changes to the Software. Your continued use of the Software  is deemed an acceptance of the updated Terms. If you do not wish to accept the updated Terms, you must immediately cease accessing and using the Software.

4. ACCOUNT AND ACCESS CREDENTIALS

You must accept these Terms and pay the applicable Subscription Plan  to be able to use the Software. You must ensure that only authorized users are able to access and use the Software.

You are responsible for all activities associated with the use of the Software regardless of whether the activities, including noncompliance, were authorized or undertaken by you, your employees, your Affiliate’s employees, your subcontractors, agents, or other users associated with your License Key. If you become aware of any actual or suspected violation of these Terms by any of the foregoing, you will immediately suspend all access of any user associated with the violation. HERE is not responsible or liable for your use of the Software, your License Key, or any possible failure or interruption while using the Software.

HERE may analyze, monitor, and evaluate your use of the Software with tools and processes (including machine learning). HERE may use the anonymized and/or aggregated learnings, findings, and outcomes thereof to (i) develop, improve, and optimize HERE’s products, services, and/or processes and (ii) verify your compliance with the Terms.

5. GRANT OF RIGHTS

5.1 Subscription Plans

Upon selection and payment of a Subscription Plan available  in the Marketplace or any other Documentation provided by HERE,  HERE will grant you access to the Software and may provide you with a unique and restricted Software License Key to use the Software.

Updates of the Software will be made available through any of the following means: (i) the Software itself, (ii) a secured download link or (iii) the Marketplace. To be able to access and use the Software You must comply with any additional Marketplace terms, as well as terms applicable to the selected Subscription Plans as described in the relevant Subscription Plan and related  Documentation.

For the avoidance of doubt, the Software shall be considered as HERE Materials as defined in this Terms or any additional agreements duly signed by the Parties. The applicable Subscription Plan for the Software does not cover any HERE Services, HERE Content or other HERE Materials to be stored on and/or used by Customer through HERE Platform, HERE Marketplace or any servers owned or controlled by HERE or any of its Partners. 

5.2 Your Use Rights

Subject to your compliance with these Terms and payment of applicable fees in your Subscription Plan, you may:

a) Access and use the Software as described herein and in the relevant Exhibit, Subscription Plan, and Documentation;

5.3 Subcontractors

Unless otherwise indicated to you by HERE, you may use subcontractors to exercise your rights and obligations under these Terms on your behalf, provided that subcontractors are under written agreements with terms that are no less restrictive and no less protective of HERE than these Terms. You shall remain liable under these Terms for any acts and omissions of subcontractors as if they were your own, and a breach by your subcontractor as it pertains to these terms will be deemed a breach by you of these Terms.

5.4 HERE’s Use Rights

You may provide HERE with any recommendations, suggestions, feedback, or other comments (collectively referred to as “Feedback”) regarding the Software.You grant HERE and HERE’s Affiliates a non- exclusive, irrevocable, perpetual, worldwide, free of charge, fully paid up, sub-licensable, and transferable license under your Intellectual Property Rights to copy, make, have made, sell, offer to sell, import, display, disclose, dispose, export, and otherwise use the Feedback as part of the Software, HERE Materials, and other HERE products and services. You acknowledge that HERE may have similar development ideas as those that are included in the Feedback.

6. YOUR USE OF THE SOFTWARE

6.1 Unless otherwise expressly stated in these Terms, you are solely responsible for ensuring your use of the Software complies with all applicable laws (including, but not limited to, laws related to privacy, data protection, cybersecurity, and export controls and restrictions) and these Terms.

6.2 Customer will not provide  any personal data to HERE. Without limiting the generality of the preceding sentence, you shall implement and comply with appropriate data privacy and security measures in connection with your collection, processing, transfer, and use of personal data. You shall comply with the specific requirements and instructions for the Software as specified in any Documentation.

6.3 Customer has implemented and will apply appropriate and state of art organizational and technical measures to (i) ensure confidentiality, security and integrity of its connection, components thereof and processes therein; and (ii) prevent, identify, evaluate and fix any vulnerabilities or security incidents that affect or might potentially affect the Software. Customer shall immediately inform HERE of any vulnerabilities, security incidents, or unauthorized processes adversely impacting or jeopardizing the confidentiality, integrity or security of the Software, and/or on any unauthorized access to the Software, and will proceed as instructed by HERE.

6.4 Customer is solely responsible for assessing, using, and configuring the level of anonymization of the data that Customer inputs in the Software.

6.5 Customer’s use of the Software in no way guarantees that any output of the Software complies with any applicable law, or that any such output will meet a specific or desired level of anonymization. In no event will HERE be liable for any losses or damages arising out of, or relating to, an output of the Software, including, but not limited to, the level of anonymization of the data resulting from Customer’s use of the Software.

6.6 Customer is responsible for using solely the version of the Software available online at the Marketplace. In no event will HERE be liable for any losses or damages arising out of, or relating to, Customer’s use of the Software resulting from Customer’s use of any other versions.

6.7 If HERE offers and makes available various security features and functionalities for Customer’s use, and if Customer chooses to use these security features, Customer is solely responsible for properly configuring and using the security features to ensure compliance with applicable data protection law. This includes choosing security controls that are appropriate for the type of data that Customer inputs in the Software.

Customer’s non-compliance with the terms stated in this Section 6  shall be deemed a material breach of the Terms.

7. RESTRICTIONS

7.1 Except as otherwise permitted in your Subscription Plan or separate agreement with HERE, you may not:

a) Sublicense the Software unless agreed in writing between the Parties.

b) Use the Software for or in connection with any systems or functions for automatic or autonomous control of ground, aerial, manned, or unmanned 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, commonly known as Advanced Driver Assistance System (ADAS) or Highly Autonomous Driving (HAD) functionalities.

c) Expose the Software to any open source software, open content, open database licenses or other resembling terms where such licenses or terms would (i) cause the disclosure or distribution of the HERE Software (or any part thereof); (ii) grant any licenses to any derivative works of the Software (or any part thereof); (iii) cause redistribution of the Software (or any part thereof) at no charge, as a condition for use, modification or distribution of such other material; or (iv) otherwise restrict or impact the licensing or other use of the Software (or any part thereof);

d) Modify the Results;

e) Make any derivative works based on or using the Software, reverse engineer, reverse compile, disassemble, or attempt to determine the source code of the Software;

f) Use the Software in connection with a machine learning or artificial intelligence (“AI”) system, including but not limited to, models used in connection with natural language processing, algorithm optimization and training, logical AI/inferencing, machine learning, deep learning, behavioral learning, artificial neural networks, machine perception and motion manipulation, predictive analytics, generative AI, and data extrapolation;

g) Use the Software for: (i) benchmarking of third-party data sets, or (ii) a reference to create, enhance, or improve a product or service competitive to HERE;

h) Provide Results to another person or entity;

i) Use outdated versions of the Software.
8. SUPPORT AND SERVICE LEVELS

HERE is committed to delivering best-in-class customer experience. When you subscribe to the Software, the Customer support is an integral part of our offer. Please note that the availability and extent of customer support included in the subscription plans are at the discretion of HERE. HERE will have no obligation to provide any level of Technical Support to Customer. If Customer would like to get a customized Technical Support please refer to: https://www.here.com/pricing/support-plans

9. AVAILABILITY

9.1 The Software may not be available in, or accessible from, all locations, regions, or territories. HERE may suspend, limit, or throttle access to, and availability of all or any portion of the Software or its features: (i) to address an emergency, misuse, or actual or perceived threat to the operation of the Software; (ii) if a breach of these Terms occurs, including a payment default; (iii) to comply with applicable laws, including trade compliance and export control laws and regulations; (iv) to respond to requests or demands of a government entity or authority; and/or (v) pursuant to any privacy concerns, copyright ”notice and take down” requests, or violation of Intellectual Property Rights or other third-party rights. HERE will inform you of such suspension or limitation without undue delay and will have no liability for such suspension.

9.2 HERE may amend, change, deprecate, or discontinue the Software or any part thereof, from time to time by providing a notification to you through the Software, via the Marketplace,or as described in the HERE Lifecycle Policy. Any such action will become effective on the date specified in the notification or the HERE Lifecycle Policy.

10. FEES AND PAYMENT TERMS

10.1 Your access to and use of the Software is subject to your timely payment of the fees set forth in your Subscription Plan through the Marketplace. Fees may be subject to any additional terms associated with your Subscription Plan or the Marketplace from which you are accesing the Software.

10.2 All fees are nonrefundable and exclusive of applicable taxes and duties, including sales tax and value-added tax (VAT). HERE is responsible for any income taxes calculated based on the payments under these Terms. If you are required by law to withhold taxes based upon fees paid by you to HERE, you may deduct such tax from the fees payable to HERE and remit them to the appropriate government authorities provided that: (i) you only deduct such tax to the extent that the revenue pertains to fees paid by you to HERE; (ii) such deduction is in accordance with the valid tax treaty rates between the countries where the parties reside; and (iii) you promptly send HERE a certificate for proof of payment of such tax. You shall notify HERE of any deduction or withholding required by law. You shall comply with any certification, information, documentation, or other requirements necessary to obtain reduced rates or exemptions under the applicable double tax treaty or any other regime.

11. YOUR RECORDS AND TRACKING OF UNITS

You will keep information that is sufficient to demonstrate the scope of your use of the Software for three (3) years. If pricing for HERE Materials is based on a unit of measure that is not tracked by HERE (e.g., assets or vehicles), you shall track the number of such units, keep the respective records for three (3) years, and provide the records to HERE upon request. If your Subscription Plan includes a maximum number of units not tracked by HERE and you exceed such maximum number, you shall upgrade your Subscription Plan to the applicable volume tier before the start of your next billing cycle.

12. AUDIT

In order to verify your compliance with these Terms, including, but not limited to, your obligations under Section 10 above, HERE may inspect your records on your premises upon 30 days’ prior written notice and without causing unreasonable disruption. Any inspection will occur within three (3) years following the due date of the applicable fees and will be at HERE’s expense, except if the inspection determines that you have underpaid any fees due to HERE, you will pay the difference plus interest within 30 days of the completion of the inspection, and if the underpayment amounts to 5% or more of the fees due to HERE, you will also reimburse HERE the cost of the inspection together with such payment. This Section 12 will survive expiration or termination of these Terms for a period of one (1) year.

 

13. TERM AND TERMINATION

13.1 Term

These Terms take effect at the earliest of (i) the date on which you confirm  your acceptance of  these Terms through the Marketplace; (ii)  you access or start using the Software through the Marketplace or (iii) when you subscribe and complete the payment process to an applicable Subscription Plan through the Marketplace or any relevant documentation provided by HERE. These Terms will remain in effect until terminated by either Party in accordance with the terms herein.

The Subscription Plans will take effect on the date on which you subscribe to the Subscription Plan and will remain in effect for the term as defined in the Subscription Plan.

13.2 Termination

a) Termination for Breach: Either Party may terminate a Subscription Plan or these Terms by written notice to the other Party (i) due to an uncured material breach after thirty (30) days prior written notice, (ii) immediately if such material breach cannot be remedied; or (iii) with immediate effect in the case of bankruptcy, insolvency or assignment for the benefit of creditors.

b) Termination for Convenience: You may terminate any Evergreen Subscription Plan or these Terms at any time with three (3) months prior written notice to HERE so that your individual Evergreen Subscription Plan terminates at the end of the then current billing period following expiration of the notice period. HERE may terminate any Evergreen Subscription Plan and these Terms by providing you with six (6) months prior written notice.

c) Termination for Inactivity: HERE may  terminate a Subscription Plan and/or these Terms if you have not used the Software within six (6) months or earlier if the Marketplace terms state otherwise.

13.3 Effects of Termination

Immediately upon expiration or termination of any Subscription Plan and/or these Terms, your right to use the Software  under the terminated Subscription Plans (“Terminated Subscription Plan”) ceases automatically and you will no longer have access to the Terminated Subscription Plan. In the event these Terms are terminated based on section 12.2 b) above, the Termed Subscription Plans and these Terms shall continue to apply until the end of the term of the Termed Subscription Plans.

Within thirty (30) days from any expiration or termination under these Terms, you must (i) discontinue all use  of the Softwareand HERE Marks.

Termination or expiration of your Subscription Plans and/or any agreements between you and HERE shall never result in an obligation for HERE to refund or return any payments you have made to HERE up until the moment of expiration or termination, nor shall expiration or termination affect accrued payment obligations.

14. USE OF MARKS AND MARKETING OPPORTUNITIES

14.1 You may not remove or obfuscate any HERE Marks or copyright notices affixed to or included in the Software. You will ensure that all HERE Marks and copyright notices are present in the HERE Materials and Result in accordance with HERE brand guidance (https://brandlive.here.com/). You must indicate that HERE is the owner of HERE Marks. All goodwill from the use of HERE Marks inures to HERE.

14.2 The Parties will discuss in good faith (i) the rights to use either Party’s name and/or logo in either Party’s marketing materials regarding the Parties’ relationship, including referencing you as part of a list of HERE customers and (ii) marketing opportunities, including, but not limited to, press releases, blog posts, analyst engagement, and case studies. Any such activities will be subject to the other Party’s brand guidelines, review, and express written consent prior to publication.

15. INTELLECTUAL PROPERTY RIGHTS

All right, title, and interest in and to the Software (including any information comprising of ideas, suggestions, or complaints relating thereto), HERE Materials or any parts thereof, and HERE Marks are the property of HERE or its licensors, and no part thereof will be considered a “work made for hire” or a work made in the course of employment. Except as explicitly granted in Section 5.2, an Exhibit, or a Subscription Plan, no other rights or licenses, express or implied, are granted under these Terms, including any technologies that may be necessary for your use or enablement of the Software. No ownership of any Intellectual Property Rights relating to the Software, Platform, HERE Materials, HERE Marks, or any other product, service, information, or material provided by HERE to you are assigned or transferred by HERE to you. The structure, organization, and code of the Software, Platform, HERE Materials, and any other products and services provided by HERE are the valuable trade secrets and Confidential Information of HERE, its licensors, and/or Affiliates.

16. WARRANTIES; EXCLUSION OF WARRANTIES

16.1 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 based on these Terms; (iii) its execution of these Terms 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.

16.2 EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE  IS PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. HERE, ITS AFFILIATES, AND LICENSORS MAKE NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. EXCEPT AS PROVIDED IN THESE TERMS, HERE, ITS AFFILIATES, AND THEIR LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, 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. HERE IS NOT RESPONSIBLE FOR AND WILL NOT HAVE ANY LIABILITY FOR HARDWARE, SOFTWARE, TECHNOLOGY, OR ANY OTHER ITEMS OR SERVICES NOT PROVIDED BY HERE.

17. INDEMNITY

17.1 You (as “Indemnitor”) agree to (i) defend HERE and its Affiliates, contractors, and suppliers (as “Indemnitees”) from and against any third-party claims alleging that any use of the Software by you infringes or misappropriates such third party’s Intellectual Property Rights or violates applicable law and (ii) indemnify and hold harmless Indemnitees against any damages, attorney fees, and costs finally awarded to the extent they result from such claims.

17.2 The  indemnification obligations 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 acknowledge any liability without the prior written consent of the Indemnitor, where such consent will 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.

17.3 If HERE determines action is needed to avoid potential infringement, HERE may, at its expense: (i) procure for you the continued right to the relevant parts of the Software; (ii) replace or modify the Software, in whole or in part with functionality equivalent to the original; or (iii) request you to discontinue use of the Software, in whole or in part.

17.4 HERE will have no liability or obligations under this Section 16 if the claim, judgment, or settlement is based on (i) any misuse of the Software (ii) accuracy in the Results (iii) any modification of the Software or modifications; (iii) you continuing any allegedly infringing activity after being notified of any such allegedly infringing activity or after being informed of or provided with a replacement that would have avoided the alleged infringement; or (iv) your breach of the license restrictions and rights granted under these Terms or the applicable Subscription Plan.

17.5 Notwithstanding anything to the contrary in these Terms, this Section 16 will be the sole and exclusive remedy for you against HERE regarding third party Intellectual Property Rights infringement claims.

18. LIMITATION OF LIABILITY

18.1 To the maximum extent permitted by law, except in cases of (i) intentional misconduct or gross negligence; (ii) death, personal injury, or physical property damage; (iii) breach of Section 18 (Confidentiality); or (iv) breach of the license restrictions and rights granted under these Terms: Neither Party will be liable to each other for any loss of profit, goodwill, or any indirect, special, consequential, incidental, or punitive damages or expenses of any kind, howsoever arising under these Terms even if advised of the possibility of such damages.

18.2 To the maximum extent permitted by law, except in cases of (i) intentional misconduct or gross negligence; (ii) death, personal injury or physical property damage; (iii) breach of Section 19 (Confidentiality); or (iv) breach of the license restrictions and rights granted under these Terms: For any and all claims brought under the agreement based on these Terms, regardless of the nature of the claim or the basis on which the claim is made, the aggregate, cumulative, and total liability of each Party, its employees, licensors, and Affiliates will in no event exceed the amount of fees paid by you under these Terms in the twenty-four (24) months preceding the first incident from which the claim arose. The limitation in this Section 18.2 will not apply to your payment obligations or to either Party’s indemnity obligations under Section 17.

19. CONFIDENTIALITY

19.1 Each Party will hold in confidence and not use or disclose any Confidential Information received from the other Party. Each Party may disclose Confidential Information of the other to those of its (and its Affiliates’) employees with a need to know, provided that such employees are bound by confidentiality obligations at least as restrictive as those contained in these Terms. Confidential Information will be treated in the same manner that the receiving Party protects its own proprietary information of a similar nature.

19.2 Upon termination of these Terms or upon request of the disclosing Party, the receiving Party will return to the disclosing Party or destroy (and confirm such destruction in writing) all Confidential Information of the disclosing Party including any and all copies or extracts thereof. There will be no obligation to treat as Confidential Information any information that: (i) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees, Affiliates, or agents; (ii) is received without restriction from a third party lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (iv) was independently developed by employees or consultants of the receiving Party without access to Confidential Information.

19.3 A Party may disclose Confidential Information received from the other Party to the extent it is required to be disclosed by law or by judicial or regulatory process, provided that the receiving Party gives prompt notice of the requirement of the disclosure (where it is lawful to do so) to the disclosing Party to allow the disclosing Party a reasonable opportunity to seek a protective order before the required disclosure, and, to the extent lawful and practical to do so, consult with the disclosing Party as to the disclosure requirement with a view to agreeing the extent, content, and timing of the disclosure.

20. EXPORT CONTROL AND ECONOMIC SANCTIONS

20.1 The Software use may be subject to export controls of various jurisdictions. You agree to comply with all applicable export control laws and regulations, including, without limitation, those of the United States, the United Kingdom, and the European Union (“Export Controls”). You are responsible for obtaining any required licenses or other authorizations.. You agree that you will not export or re-export, directly or indirectly, any HERE Materials or any technology in any form, destined for any restricted or prohibited destinations, end users, or end uses, or cause HERE to do the same, without obtaining any prior authorizations required by the applicable Export Controls. With regard to the People’s Republic of China (PRC), you shall not import into PRC any maps of PCR or in any way make PRC maps usable or available from Mainland China, unless you obtain prior approval from applicable PRC authorities. With regard to the Republic of Korea (South Korea), you shall not export or in any way transfer any map data of South Korea from South Korea unless you obtain prior approval from applicable South Korea authorities. To the extent any similar restrictions on the export of map data apply in other jurisdictions, you shall comply with all such restrictions and obtain any required authorizations.

20.2 You agree to comply with all applicable laws and regulations, including without limitation those of the United States, the United Kingdom, and the European Union, concerning trade restrictions, embargoes, and economic sanctions (“Sanctions Laws”). You represent and warrant that you are not a person subject to economic sanctions imposed by any relevant government entity, including a person designated on the Specially Designated Nationals (“SDN”) and Blocked Persons List or any other economic sanctions laws administered by the U.S. Office of Foreign Assets Control (“OFAC”). You acknowledge that certain destinations may be subject to comprehensive embargoes maintained by the United States, the United Kingdom, the European Union, or other relevant authority or government entity. Under applicable Sanctions Laws, dealings with certain entities and persons, including SDNs and those owned fifty percent (50%) or more by SDNs, are restricted or prohibited. You shall not provide, directly or indirectly, any HERE Materials, or technology to any embargoed destination or to any restricted or prohibited entity or person in violation of applicable Sanctions Laws, or cause HERE to do the same, without obtaining the required licenses or other authorizations from the relevant authority or government entity. You further agree and acknowledge that HERE may, without any penalty or other liability to you, suspend or cease its provision of products, services, or technology to you if you become a person or entity subject to Sanctions Laws that are applicable to HERE’s products, services, or technology that are being provided to you, until (in the case of suspension) such sanction is withdrawn or you are otherwise exempted from the application of the relevant Sanction Law by the applicable authority.

21 PROCESSING OF PERSONAL DATA

The Parties acknowledge and agree that the use of the Software does not require HERE to process Personal Data on your behalf.

In the even Customer wishes to submit Personal Data to HERE for processing on its behalf, HERE will act as Data Processor and the HERE Data Processing Agreement (“DPA”) available at https://here-legal-files-prod.s3.amazonaws.com/files/HERE_Platform_Data_Processing_Agreement.pdf, shall apply and be part of these Terms.

To the extent HERE processes Personal Data in its capacity as Data Controller, such processing will be in accordance with HERE Privacy Policy accessible at https://legal.here.com/privacy.

22. GENERAL

22.1 Notices. Any technical, administrative, or other general notices may be posted through the Software. All legal notices must be written and delivered by hand or overnight/express mail to the address of the other Party listed in the in these Terms and Azure Marketplace. Each Party shall keep addresses updated and inform the other Party about changes to addresses without undue delay. The notices set forth in this Section will be effective upon receipt.

22.2 Language. All communications and notices made or given pursuant to these Terms must be in English. If HERE provides a translation of the English version of these Terms, the English version of the Terms will control in case of any conflict.

22.3 Entire Agreement. These Terms, constitute the entire agreement between the Parties regarding the subject matter hereof. These Terms supersede all prior oral or written communications, representations, undertakings, and agreements of the Parties relating to the subject matter of these Terms.

22.4 Assignment. A Party may assign these Terms to an Affiliate or any entity that acquires substantially all of the Party’s operations, stock, or assets and agrees in writing to be bound by these Terms. Any other transfer or assignment is not permitted except with the prior written consent of the non-assigning Party.

22.5 Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will be unaffected and enforceable as though the unenforceable provision had not been included.

21.6 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 these Terms.

22.7 Force Majeure. Excluding payment, confidentiality and indemnification obligations, neither Party will be liable to the other for a failure to perform any of its obligations under these Terms due to circumstances beyond its reasonable control, provided that such Party notifies the other of the delay.

22.8 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.

21.9 Governing Law. These Terms will be exclusively construed and governed by the substantive laws of the Netherlands, provided that if either HERE North America LLC or HERE LATAM Mexico, S. de R.L de C.V. is the HERE Contracting Party in accordance with Section 1, it will be construed and governed by the substantive laws of the State of Illinois, USA, 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 these Terms.

22.10 Dispute Resolution. Any dispute between the Parties as to matters covered by these Terms or their validity, enforceability, or interpretation will be submitted to the competent court in Amsterdam, the Netherlands, provided that if either HERE North America LLC or HERE LATAM Mexico, S. de R.L de C.V. is in accordance with Section 1 the HERE Contracting Party such dispute will be submitted 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.

22.11 Survival. Sections 3.1, 10 and 15 - 19 survive expiration or termination of these Terms for any cause or without cause. The same applies to any provisions and any terms which reasonably could survive. Section 11 will survive for a period of one (1) year as specified therein.

23. DEFINITIONS

23.1 Affiliate means (i) with respect to HERE, its holding company HERE International B.V. and any entity that directly or indirectly is Controlled by HERE International B.V. and (ii) with respect to you, any entity that directly or indirectly (a) is Controlled by you; (b) Controls you; or (c) is under common Control with you. “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.

23.2 Confidential Information means all business, technical, financial, or other information not publicly available that a Party receives from the other Party, including the Software and HERE Materials and any information on the HERE Platform.

23.3 Customer means any person or entity that has  (i) an active account in the Marketplace and (ii) has subscribe to a Subsctipion Plan under these Terms.

23.4 Data Controller means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

23.5 Data Processor means the entity acting under the instructions of the Data Controller only, by processing personal data on behalf of the Data Controller.

23.6 Documentation means any written materials and specifications for the Software, Platform, HERE Materials, or any parts thereof.

23.7 End User means any entity or person who   uses the Softwarewith no right to sublicense.

23.8 End User Terms means the HERE End User License Terms available at https://legal.here.com/terms/here-end-user-terms.

23.9 HERE Marks means trademarks, logos, service marks, trade names, and similar designations of HERE.

23.10 HERE Materials means, collectively, HERE Services, HERE Content, SDKs, HERE Anonymizer software, software tools, application programming interface (“APIs”), and/or other HERE products, software or services, and any associated Documentation, made available through the Platform and relevant HERE product-specific URLs.

23.11 HERE Services means any services offered or made available by HERE through Platform to you as defined in the relevant Exhibit or Documentation (e.g., Administrative services and web applications).

23.12 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.

23.13 License Key means the  software token that HERE will provide to you that grants you the right to access and use the Software or Service you are subscribing to. A License Key may be delivered to you via email, secure download link, or it might be included directly within the software product you are subscribed to. A license key only grants you the right to use the software product, ownership of the software product or service you are subscribing to remains with HERE.

23.14 Marketplace means Azure Marketplace by Microsoft which  is an online store for solutions that are built on or built for Azure cloud platform and intended for Information Technology “IT” professionals and developers. Customers can access Azure Marketplace in the Azure portal as an existing Microsoft customer or access the Azure Marketplace online store on the web.

23.15 Personal Data means any information relating to an identified or identifiable natural person, who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;23.16 Platform means the HERE platform available at platform.here.com

23.17 Software means the Anonymizer software or  any software program which is developed and provided by HERE, including any past and future updates, upgrades and plugins. It is made available to you either directly by HERE or through Microsoft’s Azure Marketplace.

23.18 Subscription Plan means the subscription you have selected in the applicable Marketplaceor alternative pricing or usage model as described in these Terms, quote, and any Documentation.