HERE Mobility SDK Beta Program Agreement
THIS HERE MOBILITY SDK BETA PROGRAM LICENSE AGREEMENT (THIS “AGREEMENT”) IS A BINDING AGREEMENT BETWEEN YOU (“YOU”) AND HERE NORTH AMERICA, LLC IF THE ACKNOWLEDGEMENT AND CONSENT LETTER IS ADDRESSED TO HERE NORTH AMERICA, LLC, AND HERE EUROPE B.V. IF THE ACKNOWLEDGEMENT AND CONSENT LETTER IS ADDRESSED TO HERE EUROPE B.V., AND IN EACH CASE, ITS AFFILIATED COMPANIES (“HERE”). PLEASE READ CAREFULLY ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY PARTICIPATE IN THE BETA PROGRAM (AS DEFINED BELOW). IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE BETA PROGRAM.
1. Participation in the HERE Mobility SDK Beta Program. The purpose of the HERE Mobility SDK Beta Program (“Beta Program”) is to make alpha, beta, Additional Tools (as defined below), and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to Beta Program participants, from time to time, for the purpose of providing HERE with Feedback (as defined below) on the quality and usability of the Pre-Release Software. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and HERE. You understand that your participation in the Beta Program does not obligate HERE to provide you with any Pre-Release Software. HERE reserves the right to modify the terms, conditions, and policies of this Beta Program from time to time, and to revoke your participation in this Beta Program at any time. If HERE changes the terms and conditions of this Agreement, HERE will publish the revised terms and conditions on the HERE Mobility Website available at: https://legal.here.com/en-gb/terms/here-mobility-sdk-beta-program-agreement (“HERE Mobility Website”), and may provide you with an email notice thereof. Notwithstanding the foregoing, any such revised terms and conditions shall govern whether or not you receive an email notice thereof. It is your responsibility to check the HERE Mobility Website from time to time to ensure you have the most recent version of this Agreement.
By participating in the Beta Program, you certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the Beta Program. This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions. Unless otherwise agreed or permitted by HERE in writing, you cannot share or transfer any software or other materials you receive from HERE in connection with being a Beta Program participant. The HERE ID and password you use to login as a Beta Program participant cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your HERE ID and password and for any activity in connection with your account. Notwithstanding the foregoing restrictions in this Section 1, if you are the parent or legal guardian of individuals between the ages of 13 and the legal age of majority in the jurisdiction in which you reside, you may share your HERE ID and password with such individuals (and only such individuals) for their use in connection with the Beta Program solely under your supervision and only in accordance with this Agreement. You are responsible for such individuals’ compliance with and violations of this Agreement and any other HERE agreements.
You represents and warrants that during the term of this Agreement, you shall: (i) maintain and publish adequate terms of use and privacy policy in accordance with the requirements of applicable data protection laws, rules and regulations in the country in which you provide and/or use the Pre-Release Software (“Data Protection Laws”), with respect to the QA Users’ (as defined below) use of your offerings as integrated with the Pre-Release Software, and use of the User Data (as defined below) of such QA Users (collectively, “Your Terms”); (ii) receive the QA Users’ consent (where legally required to do so) in an active, clear and distinguished manner in accordance with applicable Data Protection Laws or establish another alternative legal basis for HERE’s collection of User Data and/or any sharing of User Data by you with HERE; and (iii) ensure that your privacy policy explains (a) what information you collect; (b) why you collect such information; (c) how you use such information; (d) the delineation of roles between you and HERE as described in Section 8 below; and (e) how QA Users can access and update information. Your Terms shall also disclose to the QA Users that you allows HERE to collect information as set forth in HERE’s applicable privacy notice, available at https://legal.here.com/en-gb/privacy, or other provided notices, as applicable. Your Terms shall be in compliance with applicable Data Protection Laws, and the terms of this Agreement. Your Terms are an agreement between you and the QA Users (as applicable) and HERE has no obligation and/or liability with respect to Your Terms. You may not impose any terms on the QA Users that are inconsistent with the terms of this Agreement, and/or impose any liability on HERE unless otherwise set forth herein. To the extent any such conflict exists, the parties agree that HERE’s privacy notices shall prevail. You may only process User Data subject to the QA Users’ separate, prior and express consent (where legally required to do so) and in accordance with applicable Data Protection Laws.
2. Access to Pre-Release Software; Additional Tools; and Additional Terms. HERE shall make available to you the Pre-Release Software, via a downloadable link in an email, or such other means as HERE may determine to be convenient, in its sole discretion, from time to time. You hereby agree to HERE sending you any such email or similar communication. From time to time, HERE, at its sole discretion, may also provide you with software or services as part of the Beta Program, including but not limited to code snippets, sample code, troubleshooting applications and bug submission tools (“Additional Tools”) as part of your participation in the Beta Program. All use of Pre-Release Software is subject to the terms and conditions of this Agreement and/or any another license agreement accompanying such Pre-Release Software.
If the Pre-Release Software is accompanied by a separate license agreement, you agree that such license agreement, in addition to this Agreement, shall govern your use of the Pre-Release Software. In the event of any inconsistencies between the provisions of the license agreement accompanying the Pre-Release Software and Sections 5 and 6 of this Agreement shall be governed by this Agreement. If there is no license agreement accompanying the Pre-Release Software, your use of the Pre-Release Software will be subject to the provisions of this Agreement. In addition, the Pre-Release Software may enable access to HERE and third-party services and web sites (collectively and individually, “Services”). In order to use some Services, you may be required to accept additional agreements.
3. License Grant and Restrictions. Subject to your compliance with this Agreement, HERE hereby grants you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable license during the Term to download, install, and use the Pre-Release Software solely for testing and evaluation purposes and only in connection with this Beta Program. The foregoing license includes the limited right to incorporate the Pre-Release Software into your offerings and make such offerings available to a limited pool of your quality assurance personnel (“QA Users”) for purposes of evaluating the Pre-Release Software and providing Feedback (as defined below). Except as otherwise permitted under this Section 3 and Section 15, this license does not grant you the right to use the Pre-Release Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Pre-Release Software. You agree not to (i) use the Pre-Release Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement or any applicable law; (ii) integrate or combine the Pre-Release Software, in whole or in part, with any other service, software or hardware not delivered or pre-approved in writing by HERE under this Agreement; decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any Pre-Release Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components included with any such Pre-Release Software); market, distribute, license or otherwise make available the Pre-Release Software to any third party, including as a single product, on a stand-alone basis, or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service. Unless otherwise permitted under Section 15 below, you certify that the Pre-Release Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred. HERE retains ownership of all Pre-Release Software, including all right, title and interest in and to any and all intellectual property rights embodied therein, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any HERE intellectual property.
4. Feedback; Contact from HERE. As part of the Beta Program, HERE will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports, support information, and general suggestions and/or feedback (collectively, “Feedback”) to HERE. HERE may request this information from you by email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that HERE may contact you from time to time about the Beta Program, and you hereby consent to receive such communications. Except as otherwise set forth in Section 8, you agree that in the absence of a separate written agreement to the contrary, HERE will be free to use any Feedback you provide for any purpose. Without limiting the generality of the foregoing, you hereby assign, transfer, and convey to HERE, all right, title and interest in and to any such Feedback, together with any intellectual property rights embodied therein, and hereby waive any all rights of attribution, paternity, “moral rights” or “droit moral” related thereto in any jurisdiction throughout the world. HERE has no obligation to make use of any such Feedback.
5. Definition of Confidential Information. The Agreement and all business, technical, financial or otherwise proprietary information provided by HERE to you shall be treated as confidential information (“Confidential Information”).
6. Nonuse and Nondisclosure of Confidential Information. You shall not disclose HERE’s Confidential Information to any third party, excluding your QA Users, and then only on a need-to-know basis and only if such QA Users are bound by written confidentiality obligations at least as restrictive as those contained herein. You shall keep HERE’s Confidential Information confidential using the same degree of care used to protect your own confidential information, and in no event less than a reasonable degree of care. Upon termination of the Agreement or upon request HERE, you will return or destroy (and certify such destruction) all of HERE’s Confidential Information, including all documents and media containing such Confidential Information, and all copies or extracts thereof. You shall not have any duty to maintain in confidence any information that: (a) is publicly available without restriction through no fault of you or your QA Users, employees, affiliates or agents; (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information, as evidenced by written documentation; (c) was rightfully in the possession of you without restriction prior to its disclosure by disclosing party, as evidenced by written documentation; or (d) was independently developed by your QA users, employees or consultants without access to HERE’s Confidential Information, as evidenced by written documentation. Notwithstanding the foregoing, you may disclose Confidential Information if required by law, or by order of a court of competent jurisdiction, provided that (to the extent permitted by law) you provide to HERE prompt written notice of such requirement sufficient to allow HERE to seek a protective order. If such order is not given, you shall only disclose that portion of HERE’s Confidential Information that your counsel advises is legally required to be disclosed. The duty to protect Confidential Information shall expire three (3) years from the date of termination of this Agreement.
7. Precautions for the use of Pre-Release Software. You understand that the primary purpose of the Beta Program is to obtain Feedback and identify potential bugs, defects or other functional issues in the Pre-Release Software.
YOU ACKNOWLEDGE THAT BY INSTALLING THE PRE-RELEASE SOFTWARE ON YOUR DEVICES, AND/OR BY PARTICIPATING IN THE BETA PROGRAM, YOUR PREVIOUSLY INSTALLED APPLICATIONS AND SERVICES MAY BE AFFECTED BY YOUR USE OF PRE-RELEASE SOFTWARE. HERE SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF YOUR TESTING, INSTALLATION OR USE OF PRE-RELEASE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE OR DATA OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF SUCH PRE-RELEASE SOFTWARE.
You also acknowledge that Pre-Release Software may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your devices. The Pre-Release Software is not intended for use, and should not be used, in production or business-critical systems.
8. Consent to Collection and Use of Data.
8.1 Use of Pre-Release Software and Related Services. In order to provide, test and help, HERE, its partners, and third-party developers improve their products and services, you acknowledge that HERE and its subsidiaries and agents will be collecting, using, storing, transmitting, disclosing, processing and analyzing (collectively, “Using”) diagnostic, technical, and usage logs and information from your devices (and your QA Users’ devices) that are running the Pre-Release Software or otherwise receiving related services from HERE. This information will be Used in a form that does not personally identify you or your QA Users, and may be Used from your devices (and your QA Users’ devices) at any time. The information that would be Used includes, but is not limited to, general diagnostic and usage data, details about hardware and operating system specifications, performance statistics, and data about how you and your QA Users use your respective devices, system and application software, and, if location tracking services on your device (and your QA Users’ devices) are enabled, certain Location Data (defined in Section 8.2 below).
8.2 Location Data. HERE may provide certain Pre-Release Software, or functions embedded therein, that rely upon the location data, including the real-time geographic location of your device on which the Pre-Release Software is used (“Location Data”). To provide and improve this Pre-Release Software, where available, HERE and its business partners, may collect, transmit, process, process, maintain and use your (and your QA Users’) Location Data, and you hereby agree and consent to their collection, use, transmission, processing and maintenance of such Location Data to perform such improvements. In addition, by enabling and or using any location-based services or features within the Pre-Release Software, you agree and consent to HERE and its business partners, collecting, using, processing and maintaining information related to your (and your QA Users’) usage, of the Pre-release Software and any devices registered or identified thereunder, for the purposes of providing such location-based service feature to you. Such information may include, but is not limited to, the real-time geographic location of your (and your QA Users’) device. You or your QA Users can withdraw your consent at any time by disabling Location Services on your respective device(s). Notwithstanding the foregoing, to the extent Location Data is or is deemed to be personal data or personally identifiable information, such Location Data will be handled in accordance with Sections 8.4 and 8.5 below. To the extent there is any conflict between the foregoing provisions and the privacy terms in Sections 8.4 and 8.5 (including those incorporated by reference), Sections 8.4 and 8.5 and such incorporated terms shall prevail.
8.3 System Logs and Diagnostic Files. In addition, as part of your participation in the Beta Program, you may have the option of manually attaching and/or using the Additional Tools to collect detailed hardware and/or system diagnostic files (e.g., kernel logs, HERE System Profile logs, crash logs, install logs, application logs, etc.) from your and your QA Users’ respective devices (“System Logs”) to send to HERE. The System Logs may include personally identifiable information, including, without limitation, your and your QA Users’ respective Location Data. Any provision of the System Logs to HERE is voluntary, however, if you or your QA Users do provide them to HERE, then you each acknowledge that HERE may use them (i) for HERE’s diagnostic purposes, (ii) to improve the Beta Program and HERE’s products and services, and (iii) as otherwise permitted in accordance with Sections 8.4 and 8.5 below.
8.4 Privacy Data collected pursuant to this Section 8 will be treated in accordance with (i) HERE’s Privacy Policy, which is incorporated by reference into this Agreement and which can be viewed at: https://legal.here.com/en-gb/privacy; and (ii) the following Section 8.5.
8.5 Personal Data. The following terms apply only to the extent HERE receives personal data (or personally identifiable data, as applicable) from you or your QA Users. The term “Personal Data” as used in this Agreement means any information that may identify you or your QA Users personally, such as Location Data.
(a) In the course of using or receiving any , you shall provide your QA Users with means to enable/disable the features provided by the , and shall provide the means to request deletion of any personally identifiable data generated by you and your QA Users (collectively, “User Data”) by HERE related to each such individual User. You shall, to the extent legally permitted, promptly notify HERE, in writing, if you receive a request from a QA User, as applicable, for access to, correction, amendment or deletion of that person’s User Data, as applicable. You shall not respond to any such request without HERE’s prior written consent, except to confirm that the request relates to HERE. You shall provide HERE with commercially reasonable cooperation and assistance in relation to handling of a request for access to that applicable person’s User Data, to the extent legally permitted and to the extent you do not provide means for individual QA User to access such User Data through his/her use or receipt of your offerings that includes the . (b) HERE may audit your practices related to integration of the Pre-Release Software with your offerings to ensure compliance with this Agreement and applicable laws. HERE may require changes to your integration of the Pre-Release Software, where legally required to establish a legal basis for HERE’s processing of Personal Data, or in case of findings related to insufficient implementation of required transparency by you, or where required by applicable law.9. No Support and Maintenance; Future Products. During your participation in the Beta Program, HERE is not obligated to provide you with any maintenance, technical or other support for the Pre-Release Software. If, at HERE’s option, such support is provided, it will be provided in HERE’s sole discretion, and shall be provided on an as-is and where-is basis. You agree to abide by any support rules and policies that HERE provides to you in order to receive such support. You acknowledge that HERE has no express or implied obligation to announce or make available a commercial version of the Pre-Release Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Software licensed hereunder.
10. Discussion Forums. As part of the Beta Program, you may have the ability to participate in discussion forums provided by HERE about the Pre-Release Software and other Confidential Information that HERE may make available to you. For purposes of such discussion forums, HERE is providing a limited exception to Section 6 by allowing you to discuss certain HERE Confidential Information received by you in connection with other Beta Program participants in the HERE designated discussion forum for such seed, and only within this discussion forum. Except for the limited purpose of discussions with other Beta Program participants within such forums, you acknowledge and agree that this Agreement does not grant you the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any HERE Confidential Information. Any content submitted by you or your QA Users to such forums shall be deemed Feedback.
11. No Warranty. The Pre-Release Software provided hereunder may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions. The Pre-Release Software may be incomplete and may contain errors or inaccuracies that could cause failures, corruption, damage to systems, equipment and peripherals, and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Pre-Release Software is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. HERE IS PROVIDING ALL CONFIDENTIAL INFORMATION, INCLUDING THE PRE-RELEASE SOFTWARE, TO YOU SOLELY ON AN “AS IS” and “WHERE IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge that HERE has not publicly announced the availability of the Pre-Release Software, that HERE has not promised or guaranteed to you that such Pre-Release Software will be announced or made available to anyone in the future, and that HERE has no express or implied obligation to you to announce or introduce the Pre- Release Software or any similar or compatible product, or to continue to offer access to the Pre-Release Software in the future.
12. Disclaimer of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE PRE-RELEASE SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE PRE- RELEASE SOFTWARE ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA (INCLUDING DATA LOSS), AND IN NO EVENT WILL HERE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SOFTWARE ON YOUR DEVICE(S), ANY SUPPORT OR MAINTENANCE PROVIDED BY HERE, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR HERE’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, INCLUDING THIRD PARTY SOFTWARE AND MATERIALS (DISCUSSED MORE IN SECTION 15) EVEN IF HERE HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HERE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Term and Termination. This Agreement shall be in effect as of the date in which you download the Pre-Release Software and will continue in effect until terminated in accordance with this Section 13. You may terminate this Agreement for any reason, but only by returning or destroying any HERE Confidential Information that is in your possession or control (including, without limitation, any Pre-Release Software); provided however that if you are unable to purge certain Pre-Release Software from your computer and/or devices, then you agree that you will continue to hold the Pre-Release Software as HERE’s Confidential Information. HERE may terminate this Agreement at any time, with or without cause, immediately upon written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (7) days of your receipt of HERE’s termination notice, or earlier if requested by HERE, you will return, cease all use of, and/or destroy the Pre-Release Software and all other HERE Confidential Information as provided in this Section 13. Following termination of this Agreement for any reason, the restrictions of Section 3, 4-8, the last two sentences of Section 9, and 11-19, inclusive, will continue to bind the parties. The term of your license to use the Pre-Release Software granted under Section 3 of this Agreement shall commence upon your download or use of the Pre-Release Software and will terminate automatically without notice from HERE upon the earlier of (a) the next commercial release of the applicable Pre-Release Software, (b) the termination of this Agreement, or (c) the date specified in the separate license accompanying the Pre-Release Software(if any). You acknowledge that your use of the Pre-Release Software following the termination of this Agreement shall constitute an infringement of HERE’s intellectual property rights.
14. No Export.You agree that you will not export or re-export any of the Pre-Release Software or Confidential Information received from HERE except as authorized by United States law and the laws of the jurisdiction in which the Pre-Release Software was obtained. In particular, but without limitation, the Pre-Release Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Pre-Release Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Pre-Release Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You certify that the Pre-Release Software will only be used for evaluation and testing purposes, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred. Further, you certify that you will not transfer or export any product, process or service that is a direct product of the Pre-Release Software.
15. Third Party Software & Information. Portions of the Pre-Release Software may include third party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are contained in the Beta Program Documentation that HERE shall provide to you, and your use of such material is governed by such respective terms. Reference to any third parties and third-party products in any materials provided to Beta Program participants is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third-party product specifications and descriptions are provided by the respective third-party provider, and HERE shall have no responsibility with regard to the selection, performance, or use of these third parties or products. All understandings, agreements, or warranties, if any, take place directly between the applicable third party and the prospective users.
16. No Waiver or Assignment. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of HERE, and no single waiver will constitute a continuing or subsequent waiver. Neither this Agreement nor the license granted here in (which is personal to you) may be assigned by you in whole or in part. Any contrary assignment shall be null and void. If you are an entity, any change in your entity’s control shall be deemed an assignment restricted by this Section 16.
17. Governing This Agreement shall be construed and governed by the substantive laws of the Netherlands if the Acknowledgement and Consent Letter is addressed to HERE Europe B.V. and by the substantive laws of the State of Illinois, USA, if the Acknowledgement and Consent Letter is addressed to HERE North America LLC. If several HERE Affiliates sign the Agreement, the law of the domicile of the first HERE Affiliate signatory governs. Regardless of the applicable law, no effect is given to conflict of law provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to the Agreement. If there is a dispute between the parties as to matters covered by the Agreement, or the validity, enforceability or interpretation thereof, such dispute shall be submitted to the competent court in Amsterdam, the Netherlands if Dutch law applies and to the competent court in the State of Illinois, USA if Illinois law applies, in each case without prejudice to parties’ right to appeal. The provisions of this Section 17 shall not prevent either party from seeking immediate injunctive relief in any court of competent jurisdiction. Except as required by applicable law, the controlling language of this Agreement is English. Any translation of this Agreement into languages other than English are for convenience only, and in the event of inconsistency or discrepancy between the English version and such translation(s), the English language version shall prevail.
18. Severability; Complete Understanding; Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the Pre-Release Software, constitutes the entire agreement between the parties, supersedes all prior oral or written communications or representations. Except to the extent provided under Section 2 above, any inconsistencies between this Agreement and any license agreement accompanying the Pre-Release Software will be governed by the license agreement accompanying the Pre-Release Software. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. This Agreement is between HERE and you. No third-party beneficiaries are intended. In connection with this Agreement each party is an independent contractor and as such does not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. You will comply with all applicable (i) data privacy laws, and (ii) anti-corruption laws, including those that prohibit the promise, the payment, the authorization of, or the giving directly or indirectly of money or things of value to any person or entity for the purpose of inducing or rewarding any favorable action or inaction related to the Agreement or the parties' relationship hereunder.