These HERE Mobility Products Supplemental Terms and Conditions (“Agreement”) are a legally binding agreement between you and HERE Global B.V. with its registered address at Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands, and registered with the Dutch Chamber of Commerce under 17070436, or one or more of its direct or indirect affiliates (“HERE”, “Company,” “we,” “us,” or “our”) that governs your use of the Services (as defined below).
By entering into this Agreement, and/or by using or accessing the Services, you expressly accept this Agreement and all of its terms and you agree to abide by them. In accepting this Agreement, you (a) acknowledge that you have read and understand this Agreement; (b) consent to this Agreement; and (c) agree to be legally bound by this Agreement. In addition, by using the Services you signify your acknowledgement of the HERE Mobility Products Supplemental Privacy Notice (“Privacy Notice”). If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Services.
The term “Services” means any product or service offered and/or made available by HERE to you hereunder, including without limitation, Kiosk, Mobility for Concierge, Web Widget, Mobility Demand API, Mobility SDK, Ride Tracker, Mobility Supply API, Marketplace Dispatcher, Mobility Portal, any HERE website via which you may access or use the Services (“Websites”), and any related services or products which may be offered by HERE to you from time to time.
The term “Partner” means any one of the following entities/individuals: (a) taxi or private hire company, airline, car/bicycle/motorcycle/scooter rental agency or other third parties that provide consumers with transportation and any other related services that we may offer to you via the Services (“Transport Provider Services”) by using the Mobility Supply API (“Transport Provider”); and (b) hotel, airport or other third parties that provide consumers with access to Transport Provider Services, including without limitations, developers of third party applications, by using at least one of the following Services: Kiosk, Mobility for Concierge, Web Widget, Mobility Demand API or Mobility SDK (“Demand Partner”). The term Partner shall also include Transport Provider using the Marketplace Dispatcher, and any other provider of Transport Provider Services that only uses the Marketplace Dispatcher (“Dispatch Partner”).
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this Agreement, to use the Services on behalf of such entity and, in such event, “you” and “your” as used in this Agreement shall refer to such entity. If you do not have such authority, you may not use the Services.
The Services are intended for use by users who are of the legal age required to form legally binding contracts under applicable law and in no event under the age of 18.By using the Services, you represent and warrant that you are 18 years of age or older and meet all of the foregoing eligibility requirements.If you are not 18 years of age or older and do not meet all of these requirements, you must not access or use any of the Services.If you are accessing or using the Services for the benefit of anyone (such as a passenger) who is under the age of 18 you hereby represent and warrant that you are the legal guardian of such person and/or otherwise have the full and unfettered authority to provide In no circumstances are the Services available to users who are under the age of 18, users who have had their User Account (as defined in Section 3 below) temporarily or permanently deactivated, or users who seek to use the Services in violation of this Agreement.
2. The Services.
The Services feature an online marketplace for Transport Provider Services enabling Demand Partners (and their Partner Users) to offer Consumers the ability to seek and book transportation to their desired destinations from Transport Providers, as well as other book other services available thereto. In certain instances, the Services may also include an option to manage the provision of Transport Provider Services to Consumers and create a User Account. The Services are made available to you solely as a Partner User and in accordance with the terms and conditions of the agreement between the Company and the Partner.
The Company does not own any fleet of vehicles, bicycles or motorcycles, and is not, in the business of providing transportation and/or renting vehicles, bicycles or motorcycles to the public.
The Websites provide you with the ability to learn more about our products and services and to register and sign up to use the Services that are relevant to you, and/or to sign up to our blog and newsletters.
3. User Account.
When you access, register and/or use certain Services, you will be asked to provide your name and email address, which will be used to create your account through which you will access and use the Services (“User Account”). In addition, and if relevant, you may provide your phone number and photograph. You will be able to use your User Account to access and use the Services, communicate with our support team, and view reports and analysis regarding the Services licensed by the Partner. You are solely responsible for maintaining the confidentiality of your User Account. You agree not to transfer your User Account to another person or lend or otherwise transfer your use of or access to the Services to anyone else. You are also solely responsible for any and all activities that occur under your User Account. You agree to provide and maintain true, accurate, complete, and up-to-date information in your User Account. You agree to notify us, immediately if your User Account has been compromised, or if you have reason to believe that it has been compromised. You acknowledge that your limited license is tied to your User Account as part of the Services and that all the data you create or provide is mapped to your User Account. Please note that we reserve the right, by written notice, to suspend access to or terminate User Accounts which were not accessed during a consecutive period of six (6) months or more.
Subject to and in accordance with the terms of this Agreement, the Company hereby grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to: (i) access and use the Services on device(s) owned or otherwise controlled by or leased to you and approved for accessing and/or using the Services by the Partner; and (ii) access and use any content, materials, graphics, audiovisual files, processes and code, features, functionality, the maps provided as part of the Services, and products or services accessible on or through the Services (the “Content”), in each case strictly in accordance with this Agreement. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by this Agreement and subject to the use restrictions described herein. You may only use the Services and the Content in accordance with the agreement between the Company and the Partner. You may not make any commercial use of the Services and Content. Please note that certain Content may only be available to residents of certain geographical areas. You are bound by any restrictions applicable to specific Content you obtain through the Services. The Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services and the Content, including all copyrights, trademarks, patents, software rights, and other intellectual property rights (whether registered or unregistered) therein or relating thereto, except as expressly granted to you in this Agreement.
The Company will have the right, at all times, to: (i) reclaim, prohibit, suspend, limit or otherwise restrict you from accessing or using the Services, and (ii) remove any content from the Services, including without limitation, User Content, immediately and without notification to you, if we believe, at our sole discretion, that such content is infringing, offensive, harmful or inappropriate.
5. Use Restrictions.
You (and/or any third party on your behalf) may not:
(a) copy, frame, mirror, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content, the Services, or any part thereof;
(b) reverse engineer, disassemble, decode, or otherwise attempt to derive or gain access to the source code of the Content, the Services or any part thereof;
(c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Content, the Services, including any copy thereof;
(d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the use of access to the Content, the Services, or any features or functionality of the Services, to any individual or third party for any reason other than as expressly permitted in this Agreement, or make the Services available on a network where it is capable of being accessed by any third party, or individuals;
(e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Content, the Services, or any part thereof;
(f) engage in or encourage any activity or use of Content that violates any applicable law, rule or regulation, including without limitation privacy laws and regulations;
(g) use, endorse, or promote any content via the Services which is pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory, offensive, misleading or deceptive;
(h) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ copyrights and other intellectual property rights;
(i) transmit or otherwise make available in connection with the Services (including via your User Content), or any part thereof, any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage, interfere with, or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
(j) interfere with or disrupt the operation of the Content, the Services, or any part thereof, or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
(k) transfer or assign your User Account to any third party, even temporarily;
(l) engage in fraudulent misrepresentation, such as impersonating any person or entity or forging or manipulating identifiers to disguise the origin of information transmitted through the Services;
(m) attempt to, or actually, harm intentionally or unintentionally another user or individual, such as stalking, threatening, or harassing a user or carrying a weapon while using the Services;
(n) infringe any third-party rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; or
(o) use the Content and/or the Services in any way not expressly permitted by this Agreement.
6. Electronic Communications.
You agree that we may provide notices and messages to you about the Services, including without limitation, your User Account, and for verification purposes, in the following ways: (a) within the Services, or (b) sent to your contact information provided to us (e.g., e-mail) as part of your User Account. You agree to keep your User Account information you shared with us up-to-date. You will not be able to opt-out of receive such service messages.
When you register or sign up to our blog or newsletter, you agree that we may provide notices and messages to you about the Services by email to the email address you provided us with. You may unsubscribe from these emails at any time by clicking on the “Unsubscribe” link which is part of the email you receive.
7. Changes of this Agreement.
We reserve the right, at our discretion, to update, change, modify, add, or remove portions of this Agreement at any time in order to conform them to our business practices and applicable law. All non-material changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. If we make material updates to this Agreement that would negatively impact your rights or increase your obligations under this Agreement, we will notify you of the change in advance via the Services. If you do not agree with the change, you have the right to terminate this Agreement by closing your User Account (if applicable). Your continued use of the Services following such notification will constitute your acceptance of the change and consent to this Agreement as revised.
8. Allegations of Copyright Infringement.
You may notify us of copyright infringement on the Services by providing notice (a) by email with “Copyright Notification” in the subject line to copyright.notices@HERE.com, (b) by a document titled “Copyright Notification” mailed to HERE Global B.V. with its registered address at Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands, or (c) via the online form, if available. Your notice must:
(1) identify the original copyrighted work you claim is infringed;
(2) identify the content on the Service that you claim is infringing the copyrighted work. Please provide enough detail for us to locate the allegedly infringing content on the Services;
(3) provide your contact information, including your full name, mailing address, telephone number, and email address, if available;
(4) provide a statement that you have a good faith belief that the use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(5) provide this statement: “I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed.”; and
(6) provide your signature.
9. Intellectual Property Rights.
The Services, the Content and any materials, graphics, audiovisual files, processes and code, features, functionality, the maps provided as part of the Services, and products or services accessible on or through the Services and all upgrades, updates, corrections, copies, emulations, modifications, and enhancements thereto, derivative works thereof, and all copyrights and other intellectual property rights related thereto are the property of Company, its affiliates, its licensors or suppliers, and Company, its affiliates, its licensors and suppliers retain all right, title, and interest in and to the Services, the Content and all intellectual property rights therein or in connection thereto. The Services and Content are owned and operated by the Company and they are licensed, not sold, to you. You do not acquire any ownership interest in the Services and the Content under this Agreement, or any other rights thereto other than to use the Services and the Content in accordance with the license granted to you, and subject to all terms, conditions, and restrictions, under this Agreement.
All the Company logos, trademarks, designs, graphics, icons, scripts and service names are registered trademarks or trade dress of the Company (collectively, the “Company Marks”). In addition, the design, trade dress, and the ‘look and feel’ of the maps available to you as part of the Services are protected works under applicable copyright laws and we and our affiliates, licensors and suppliers retain all intellectual property rights in them. The license granted to you in this Agreement does not extend to or include a license to use the maps displayed by the Services or any mark, indicator, logo or notation embedded in the maps other than as part of the Services. You agree that you will not in any way modify, alter or tamper with any proprietary marks, copyright notices or other notices, or the Company Marks, that may be provided and/or displayed through the Services. You acknowledge that we are the owner and licensor of the Company Marks, including all goodwill associated therewith, and that your use of the Company Marks will confer no additional interest in or ownership of the Company Marks in you but inures to the benefit of the Company.
All other trademarks, logos, service marks, company or product names set forth in the Services, such as the logos or trademarks of any Transport Provider of Transport Provider Services (including without limitation, rental services and public transportation services), are the property of their respective owners.
10. Your Data and Content.
Through your use of some of the Services, we will automatically collect your personal data as described in the Privacy Notice, and you may, in addition and as described in the Privacy Notice, actively enter and submit information or data in connection with your use of the Services, including information provided in your User Account (if applicable), and photos (if applicable) (collectively “User Data”). You assume sole responsibility for your User Data, and you alone are liable for the consequences when you provide us with User Data or User Content (as defined below). All User Data is subject to the Privacy Notice.
To enable us to provide you with the Services, you hereby grant us: (a) a non-exclusive, worldwide, royalty-free, transferable, sublicensable, right and license to collect, process, and use your User Data as set forth in the Privacy Notice and this Agreement; and (b) an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, transferable and sublicensable right and license to use for any lawful purpose your User Data in anonymized form.
In addition, in the course of your use of the Services, you may submit and share content and information with us, which may include feedback, comments, improvements, suggestions, questions, ideas or other information (collectively “User Content”). You represent and warrant that you own all intellectual property rights in your User Content or otherwise have the right, and received all required consents, authorizations and licenses to use the User Content for the Services and to provide the User Content to us as contemplated hereunder, and that by submitting or sharing your User Content with us, you are granting us and our affiliates with an irrevocable, worldwide, perpetual, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, and display your User Content in any manner we deem fit, including for commercial purposes or otherwise, at our sole discretion and without acknowledgment or compensation to you but in each case we will not share or publish your personal data without your express prior written consent.
You are solely responsible for taking backup copies of your User Data and User Content. If the Services are discontinued or canceled, we may permanently delete your User Data and User Content in accordance with the terms of the Privacy Notice.
11. Geographic Restrictions.
The Services and the Content are provided from the Netherlands as well as countries in which the Company utilizes data centers. You acknowledge that you may not be able to access all or some of the Content outside of your country, and that access thereto may not be legal by certain persons or in certain countries. If you access the Content from outside your country, you are responsible for compliance with local laws, including any laws applicable to the export of software or technology.
12. Updates; Availability.
The Company may from time to time in its sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features or modifications or discontinuation of existing features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Services.
The Services and the Content availability and functionality depends on multiple factors. We do not warrant or guarantee that the Services and the Content will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free. The availability of the Services and the Content may vary and is subject to our sole discretion. We reserve the right at our sole discretion to modify, correct, amend, enhance, improve, update, make any other changes to, discontinue, or suspend temporarily or permanently the Services (or any part or feature thereof) without notice to you, at any time and at our sole discretion. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Services. The Services, the Content and their operation and certain features available therein may also be dependent on the network you use, compatibility of the device(s) from which you access and use the Services, and the content formats supported. You will have the right to terminate this Agreement if we make any material changes to the Services that you do not agree with.
13. Third-Party Materials.
The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third-parties’ terms and conditions.
14. Term and Termination.
This Agreement is effective upon your acceptance of this Agreement and the creation of your User Account (if applicable), or if you are a visitor of one of our Websites, when you access the Websites. If you wish to: (i) terminate your User Account, you must either (a) contact the Partner, or (b) send us an email to email@example.com with your request for termination and we will contact the Partner to receive his consent to terminate your User Account; and (ii) terminate this Agreement and have all your User Data deleted, you must send us an email to: firstname.lastname@example.org with your request for deletion. Please note that your User Account may not be terminated without the Partner approval. For details of how to access your data and/or delete your data, please see Sections 3 (How We Store and Transfer Information) and 6 (Your Rights) of the Privacy Notice.
We may terminate this Agreement at any time if: (a) you breach, or we reasonably believe that you are in breach of any term within this Agreement or applicable law; or (b) you are misusing the Services or pose a threat to the security of the Services.
Upon termination either by you or by us: (i) all rights granted to you under this Agreement will terminate; (ii) you must cease all use of the Services and delete all copies of the Services, and your User Account (if applicable); and (iii) our rights with respect to User Data shall survive only as set forth in the Privacy Notice.
The termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity.
15. Your Representations.
(a) You represent that: (a) you will receive the access credential you need to access the Services from the Partner, and questions regarding your access credentials should be directed to this Partner; and (b) you and the Partner, are solely and fully responsible for abiding by all applicable laws, rules and regulations, industry and professional standards, including, without limitation, the interaction with all parties in a professional and courteous manner.
(b) You acknowledge and agree that access and use of the Services is at your own risk, and that by accessing and using the Services and the Content, you agree to accept such risks and agree that you shall have the sole responsibility for any and all obligations or liabilities that arise from your access and use of the Services.
(c) You acknowledge and agree that when you make a booking through the Services on behalf of a consumer, you will: (i) only do so in accordance with the consumer’s specific requirements; and (ii) share such consumers information as required for the booking with the Transport Provider only after receipt of his/her explicit prior consent.
(d) You represent and undertake to procure and ensure that you comply with, adhere to and observe the terms and conditions set forth in this Agreement and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the Services.
(e) You undertake that you will safeguard, protect, and keep your User Data, and the data of any consumer on whose behalf you book transportation services via the Services, or any other individual whose information is available to you as part of the Services, confidential and shall not disclose it to any person, or store the information in any manner, except as required by applicable law, including laws related to privacy and use of personal data and the personal data of minors.
(f) You shall notify the Company of any actual, suspected, or potential security breach or improper use of the Services or the User Data.
(g) You agree that you will: (a) behave in a safe and lawful manner while using and/or engaging with the Services, and (b) not engage in reckless or unsafe behaviors, including carrying a weapon, or threatening the health, safety, and wellbeing of yourself, or other third parties while using the Services.
(h) You acknowledge and agree that the Company will have the right, at all times, whether with or without cause, and at the Company’s sole discretion, to reclaim, prohibit, suspend, limit or otherwise restrict you from accessing or using the Services.
If you feel that any use of the Services violates this Agreement, you may report it to us via the contact us feature available in the Services or via email to: email@example.com.
16. Disclaimer of Warranties.
The Services and the Content are provided to you “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Services and the Content, including all implied warranties of title, merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice.
Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services will meet your requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free, accurate, timely, truthful, complete or reliable, or that any errors or defects can or will be corrected.
The Company is not responsible and may not be held liable for the acts, activities, errors, omissions, behaviors, representations, warranties, breaches or negligence of any Partner (including without limitation, any Partner User), including without limitation in connection with the quality or safety of the services provided by them, bodily injuries, death, property damage, or other damages or expenses resulting therefrom. If you have a dispute with a Partner, you hereby release Company and all its affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
17. Limitation of Liability.
To the fullest extent permitted by applicable law, in no event will the Company or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of or inability to use the Services or the Content for: (a) property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, indirect, exemplary; or (b) direct damages in amounts that in the aggregate exceed the amount of €50. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable, or the company was advised of the possibility of such damages. The Company will not be liable for any cancellation, overbooking, strike, force majeure or other causes beyond its direct control. The Company does not accept responsibility for the uninterrupted accessibility to the Services and may carry out technical or maintenance work on the Services at any time of its choosing.
You agree to indemnify, defend, and hold harmless the Company, its affiliates, and its and their respective directors, officers, employees, contractors, agents, representatives, successor and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, damages, consequential damages, punitive damages, property damage, personal injury, theft or otherwise or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: (a) your use or misuse of the Services and/or the Content; (b) your breach of this Agreement, including but not limited to the User Content you submit or make available through the Services, or any of your responsibilities hereunder; (c) your violation of any law, obligations imposed on you by regulatory authorities, industry and/or professional standards, or the rights of a third party; and (d) any personal or property damage caused by you. You and the Company acknowledge that in the event of any third-party claim that the Services and/or the Content or your possession and use of the Services and/or Content infringes that third-party’s intellectual property rights, the Company will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
This Agreement and the Privacy Notice constitute the entire agreement between you and the Company with respect to the Services and the Content and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services and the Content. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
You may not assign or transfer your rights in and to the Services without our prior written consent. We may assign our rights in and to the Services to any third party at our sole discretion, provided that such third party undertakes to comply with our obligations to you under this Agreement.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
22. Governing Law.
This Agreement is governed by and construed in accordance with the laws of The Netherlands.
23. Dispute Resolution
The courts in Eindhoven, The Netherlands have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Agreement, including any non-contractual rights or obligations arising out of or in connection with this Agreement.
24. Relationship Between You and the Company.
This Agreement and your use of the Services, do not, and shall not be construed as creating any relationship, joint venture, partnership, employment, or agency in any way and of any kind between you and the Company. Your access and use of the Services are intended for your enjoyment and benefit and the provision of the Services to you (subject to your compliance with this Agreement) constitutes the sole and sufficient consideration that you are entitled to receive for any User Data or other contributions you have made to the Services, or any part thereof.
If you have any questions or concerns about this Agreement or the Services, please contact us via email at firstname.lastname@example.org or at:
HERE Global B.V.
5611 ZT Eindhoven
26. No Third-Party Rights.
This Agreement is solely between you, the user of the Services, and the Company. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.