These HERE Platform Terms (“Terms”) govern your access to and use of HERE Materials (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” or “yours”) that has accepted these Terms and/or is using HERE Materials. 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 HERE Materials 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 HERE Materials under applicable laws, including the laws of the country in which you reside or from which you would access or use HERE Materials.

 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, (ii) accessing the HERE platform (“Platform”) via platform.here.com, or (iii) accessing and using the HERE Materials.

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 these documents:

a) Applicable Exhibits, including Partner Addendum;

b) Additional terms applicable to the Subscription Plans and pricing that you have selected;

c) HERE policies

i. HERE Acceptable Use Policy (“AUP”) available at https://legal.here.com/terms/acceptable-use-policy;

ii. HERE Privacy Policy available at https://legal.here.com/privacy; and

iii. HERE Lifecycle Policy available at https://www.here.com/docs/bundle/product-lifecycle-policy-policies/page/README.html;

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, on the Platform, or in the HERE Materials.

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 Platform 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 on the Platform, in your account, via email, or via other means of communication as determined appropriate by HERE. Your continued access to the Platform or use of HERE Materials 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 Platform and HERE Materials. Your sole remedy is to terminate your subscription by providing a notice of termination to HERE. HERE may suspend or terminate your access to HERE Materials without notice if you choose not to accept the updated Terms.

4. ACCOUNT AND ACCESS CREDENTIALS

You must register for a Platform account to access and use HERE Materials. You agree to provide truthful and complete information and keep your registration information updated at all times. Any user acting on your behalf must create a HERE account using a valid email address. You may invite as users to your Platform account only those individuals who are (i) your employees, your Affiliate’s employees, your subcontractors, and agents and (ii) acting on your behalf. You must ensure that only authorized users are able to access and use the Platform.

You are responsible for all activities associated with your account 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 account. 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 account.

HERE may analyze, monitor, and evaluate your access and use of the Platform 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

You will have access to the Base Plan upon acceptance of these Terms. In addition, you may choose different or additional Subscription Plans. You must comply with any additional terms applicable to the selected Subscription Plans as described in Subscription Plan and related Documentation.

5.2 Your Use Rights

Subject to your compliance with these Terms and payment of applicable fees, you may

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

b) use the applicable SDKs, tools, and APIs for the sole purpose of developing Applications and integrating SDKs and APIs within your Applications in accordance with the rights and limitations described in the applicable Exhibit, Subscription Plan, and Documentation;

c) Use HERE Content only for the purposes and in a manner as specified in the relevant Exhibit, Subscription Plan, Documentation, or in a separate written agreement with HERE; and

d) Use other HERE Materials to which you have subscribed pursuant to your Subscription Plans.

5.3 Sublicenses

When sublicensing and distribution of HERE Materials is expressly permitted by HERE in an Exhibit, Subscription Plan or separate written agreement between the Parties, any such sublicense or distribution rights granted by you must be under written agreements with terms that are no less restrictive and no less protective of HERE than these Terms and any other applicable agreement you have with HERE. You shall remain liable under these Terms and other applicable agreement for any acts or omissions of sublicensees as if they were your own, and a breach by your sublicensee of your written agreement with them as it pertains to these Terms will be deemed a breach by you of these Terms.

5.4 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 have with HERE. 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 of your written agreement with them as it pertains to these terms will be deemed a breach by you of these Terms.

5.5 HERE’s Use Rights

HERE may use your Applications and Your Content solely for the purpose of performing its obligations or exercising its rights under these Terms. HERE may, at its discretion, remove your Applications, Your Content, and Results from the Platform at any time if there is an actual or suspected violation of these Terms. No ownership of your Intellectual Property Rights to your Applications or Your Content is transferred to HERE. You have the right to remove Your Content from the Platform at any time. You are responsible for any additional back-up of Your Content and acknowledge that HERE will not be responsible for any loss of, damage to, or unauthorized use of Your Content that occurs as part of Your Content processing workflows within the Platform.

You may provide HERE with any recommendations, suggestions, feedback, or other comments (collectively referred to as “Feedback”) regarding the Platform or HERE Materials. 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 Platform, 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 PLATFORM AND HERE MATERIALS

6.1 Unless otherwise expressly stated in these Terms, you are solely responsible for ensuring that your Applications, Your Content, and your use of the Platform and any HERE Materials comply with all applicable laws (including, but not limited to, laws related to privacy, data protection, cybersecurity, and export controls and restrictions) and these Terms. You are responsible for any noncompliance by your End Users with your obligations under these Terms including the AUP. If any actual or suspected violation occurs, you will immediately terminate or suspend the End User’s access to all HERE Materials.

6.2 If any personal data of End Users is delivered to HERE by the End User or through the End User’s use of your Application, or if End Users are directly connected to the HERE Services, you shall make the End User Terms and the HERE Privacy Policy available to End Users in Applications or product documentation in a manner that is enforceable by HERE. If the End User Terms and HERE Privacy Policy are made available on a map display, you may not obscure or block End Users’ access to such terms. HERE has no responsibility for your end user terms or privacy policy, or any legally required and otherwise appropriate instructions, warnings, notices, or safety information related to the Application or its use. 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, including a reasonably effective notice about the transmission of certain information to HERE Services through the use of the Application. You shall comply with the specific requirements and instructions for Applications and Results as specified in any Documentation.

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

a) Integrate HERE Materials into a ground, aerial, manned, or unmanned vehicle system or any component thereof, including vehicle positioning sensors (for example, GPS, triangulation, odometer, compass, gyroscope, or accelerometer), navigation terminals or black boxes, and windshield or display screens installed in the vehicle. For clarification, a mobile device that is connected to a vehicle for the purpose of projecting on the vehicle’s windshield or display screen the visual information that is displayed on the mobile device screen is not an integration of HERE Materials; and

b) Use HERE Materials 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.

6.4 You may not:

a) Use non-HERE datasets with HERE Content or Results in Applications that are made available to End-Users or third parties (as allowed by your license in these Terms). Notwithstanding the foregoing, and subject to compliance with Section 6.4 b. below and your license to HERE Materials for use in Applications, you may (i) layer Your Content and third-party content with HERE Content or Results for display purposes; and (ii) combine Your Content and third-party content with HERE Content or Results for the purpose of delivering derived location responses, such as a route or search result, provided, in both cases (i) and (ii), that the origin of the HERE Content and non-HERE content can be distinguished and correct attribution can be provided. The HERE Content of Japan may only be used with Your Content and third-party content for point of interest (PoI), visual content or dynamic content incl. traffic.

b) Expose HERE Materials 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 Materials (or any part thereof); (ii) grant any licenses to any derivative works of any HERE Materials (or any part thereof); (iii) cause redistribution of the HERE Materials (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 HERE Materials (or any part thereof);

c) Modify HERE Content and/or Results;

d) Extract sales lead information, category-specific business listings, or mailing or marketing lists;

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

f) Use HERE Materials 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 HERE Materials 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 and/or HERE Content to another person or entity;

i) Except as included in an Application, and as permitted in Your license grant from HERE, use HERE Materials to create, develop, enhance, test, or evaluate a platform, product or solution regardless of whether such platform, product or solution contains reference to any HERE Materials;

j) Cache or store outside of the Platform any Results that include anything from the use of HERE Content or Location Services for more than 30 days, except HERE Positioning services which cannot be cached or stored outside the Platform for more than 24 hours, unless Results are used solely for your internal testing, evaluation, or record retention for audit and legal compliance purposes;

k) Cache or store any Results from HERE Content and Location Services for Japan (with the exception of Geocoding and Search as described in context of these services) for more than 24 hours, unless Results are generated using an Asset Subscription Plan or a Monthly Active User (MAU) HERE Navigate SDK Subscription Plan and are stored on a smartphone (or tablet that is diverting smartphone services), in which case Results can be cached or stored for a maximum of 30 days;

l) Create any Results that contain unenhanced or unmodified HERE Content or scaling one Request to serve multiple End Users;

m) Use incorrect attribution of any information derived from the Platform;

n) Modify in any manner the annotation data (including but not limited to island names and sea names) and national boundary lines in Japan content included in HERE Content; or

o) Use outdated versions of the Platform or HERE Materials.

7. SUPPORT AND SERVICE LEVELS

The support plan and support Add-Ons you select will determine the availability and level of support services HERE provides to you. The support plans are described at https://www.here.com/pricing/support-plans. The service levels and scope of support services are available at https://developer.here.com/documentation/sla/customer_notice/index.html. HERE will not provide any support services to third parties.

8. AVAILABILITY

8.1 The Platform or HERE Materials may not be available in, or accessible from, all locations, regions, or territories. Without liability from HERE to you, HERE may suspend, limit, or throttle access to, and availability of, the Platform or all or any portion of HERE Materials: (i) to address an emergency, misuse, or actual or perceived threat to the operation of the Platform or any HERE Materials; (ii) in the event of a breach of these Terms, 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.

8.2 HERE may amend, change, deprecate, or discontinue the Platform and/or HERE Materials or any part thereof, from time to time by providing a notification to you through the Platform, your account, 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.

9. FEES AND PAYMENT TERMS

9.1 Your access to and use of HERE Materials is subject to your timely payment of the fees to HERE set forth in your Subscription Plan. Fees may be subject to any additional terms associated with your Subscription Plan.

9.2 Each payment is due thirty (30) days from the invoice date. Amounts not paid when due will accrue interest at a rate of the lesser of 1.5% per month or the highest rate allowed by law.

Unless otherwise stated in your Subscription Plan or elsewhere in these Terms, each Subscription Plan will be billed monthly. HERE will charge the applicable fees (including overage fees) in accordance with the billing cycle using your selected payment method.

9.3 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.

9.4 Upon prior notice to you, HERE may change the billing cycle and price set out in your Base Plan. The effective date for any change will be at least 30 days after the date HERE notified you of the change. For clarification, once a fixed term Subscription Plan is active, the subscription prices are valid for the duration of the selected Subscription Term.

10. YOUR RECORDS AND TRACKING OF UNITS

You will keep information that is sufficient to demonstrate the scope of your use and distribution of all HERE Materials 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.

11. AUDIT

In order to verify your compliance with these Terms, including, but not limited to, your obligations under Section 10 above: (i) you shall provide HERE access to your Applications for our review and (ii) 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 11 will survive expiration or termination of these Terms for a period of one (1) year.

12. TERM AND TERMINATION

12.1 Term

These Terms take effect at the earliest of (i) the date on which you accept the Terms; (ii) access the Platform; or (iii) access or start using HERE Materials. 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, which can be either for a fixed term (Termed) or until terminated (Evergreen). If no term is defined in the Subscription Plan, the Subscription Plan is Evergreen.

Unless otherwise specified in the Subscription Plan, Termed Subscription Plans will automatically extend unless terminated by either Party at least one (1) month before the end of the term in effect (i.e. current term). If you provide your notice of termination to HERE within one (1) month of the expiration of the current term, the Termed Subscription Plan will be extended for an additional period of twelve (12) months. If you fail to provide any notice of termination, the Termed Subscription will renew for the same length as the existing term. These Terms apply shall remain in effect throughout the duration of each Termed Subscription Plan.

12.2 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, or immediately if such material breach cannot be remedied; or (ii) 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 of Inactivity: HERE may close your account or terminate a Subscription Plan and/or these Terms if you have not signed into your account or accessed HERE Materials with your access credentials within six (6) months.

12.3 Effects of Termination

Immediately upon expiration or termination of any Subscription Plan and/or these Terms, your right to use the relevant HERE Materials under the terminated Subscription Plans (“Terminated HERE Materials”) terminates automatically and you will no longer have access to the Terminated HERE Materials. 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 and distribution of the Terminated HERE Materials and HERE Marks; (ii) discontinue all distribution of and making available the Applications that use or include the Terminated HERE Materials or parts thereof; and (iii) uninstall, delete, and destroy all software, backup copies, and all other materials provided by HERE related to the Terminated HERE Materials. HERE will delete Your Content, Applications, and other materials in your Platform account after the termination of your Subscription Plan or these Terms.

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.

13. USE OF MARKS AND MARKETING OPPORTUNITIES

13.1 You may not remove or obfuscate any HERE Marks or copyright notices affixed to or included in HERE Materials or Results. 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.

13.2 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.

14. INTELLECTUAL PROPERTY RIGHTS

All right, title, and interest in and to the Platform (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 Platform or HERE Materials. No ownership of any Intellectual Property Rights relating to the 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 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.

15. WARRANTIES; EXCLUSION OF WARRANTIES

15.1 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.

15.2 EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND HERE MATERIALS AND ANY PARTS THEREOF ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. HERE, ITS AFFILIATES, AND LICENSORS MAKE NO WARRANTY THAT THE PLATFORM OR HERE MATERIALS 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 PLATFORM AND HERE MATERIALS, 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.

16. INDEMNITY

16.1 HERE (as “Indemnitor”) agrees to (i) defend you and your Affiliates, contractors, and suppliers (as “Indemnitees”) from and against any third-party claims alleging that the HERE Materials as provided by HERE infringes or misappropriates such third party’s Intellectual Property Rights and (ii) indemnify and hold harmless Indemnitees against any damages, attorney fees, and costs finally awarded to the extent they result from such claims.

16.2 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 of Your Content, Applications, or instructions provided or made available by you infringes or misappropriates such third party’s Intellectual Property Rights and (ii) indemnify and hold harmless Indemnitees against any damages, attorney fees, and costs finally awarded to the extent they result from such claims.

16.3 The Parties’ 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.

16.4 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 HERE Materials; (ii) replace or modify the HERE Materials, in whole or in part with functionality equivalent to the original; or (iii) request you to discontinue use of the HERE Materials, in whole or in part, subject to a refund by HERE of the pro-rated amount of the fees for the discontinued parts of the HERE Materials received by HERE from you.

16.5 HERE will have no liability or obligations under this Section 16 if the claim, judgment, or settlement is based on (i) any use or combination of the HERE Materials or parts thereof with software, services, technologies, or other material provided by or on behalf of you by a party other than HERE; (ii) any modification of the HERE Materials or modifications done by HERE pursuant to your specification; (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; (iv) your breach of the license restrictions and rights granted under these Terms.

16.6 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.

17. LIMITATION OF LIABILITY

17.1 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.

17.2 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 18 (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 17.2 will not apply to your payment obligations or to either Party’s indemnity obligations under Section 16.

18. CONFIDENTIALITY

18.1 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.

18.2 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.

18.3 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.

19. EXPORT CONTROL AND ECONOMIC SANCTIONS

19.1 HERE Materials 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 for the export of HERE Materials, any technology, and/or any Applications. 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.

19.2 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.

20. GENERAL

20.1 Notices. Any technical, administrative, or other general notices may be posted through the Platform or sent to your e-mail addresses identified in the Platform. All legal notices must be written and delivered by hand or overnight/express mail to the address of the other Party listed in the Platform. 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.

20.2 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.

20.3 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.

20.4 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.

20.5 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.

20.6 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.

20.7 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.

20.8 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.

20.9 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.

20.10 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.

20.11 Survival. Sections 3.1, 9 and 14 - 18 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.

21. DEFINITIONS

21.1 Add-On means any HERE Materials you elect to access or use that are not included in the Base Plan.

21.2 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.

21.3 Application means each desktop, mobile or web application, data product, software, website, or comparable product and/or service developed by or on behalf of you that accesses or utilizes HERE Services or includes the HERE Content or parts of the SDK.

21.4 Base Plan means the Subscription Plan to the Platform for which you are entitled upon your acceptance of these Terms. The Base Plan provides your access and use rights for the HERE Materials as described in these Terms and any Documentation.

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

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

21.7 End User means any entity or person who (i) receives or uses an Application or (ii) accesses all or any portion of the HERE Content or Services in or through an Application with no right to sublicense.

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

21.9 HERE Content means the map content and/or other content licensed to you as made available by HERE.

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

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

21.12 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., Location Services, administrative services, and web applications).

21.13 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.

21.14 Location Services means the HERE location services which return Results to End Users through an Application.

21.15 Location Services Access/APIs means the access and use of the licensed APIs for the Application through an application programming interface to access the Location Services as described in the Documentation.

21.16 Request means each API call made to the respective HERE Services to request Results as initiated by an End User using an Application, excluding internal server requests in response to each API call.

21.17 Result means each unique delivery of information delivered to an Application by the HERE Services in response to a Request, excluding link attributes which are not licensed under these Terms but which may be made available (if explicitly agreed in writing) by HERE or an authorized HERE distributor in a separate offering.

21.18 Software Development Kit (SDK) means the software development kits, software libraries, and other software tools.

21.19 Subscription Plan means the subscription for the Base Plan, Add-On, or any other subscription plan for any HERE Materials and/or an additional or alternative pricing or usage model as described in these Terms, quote, and any Documentation.

21.20 Your Content means anything, including, but not limited to, content, data, software, or information that you upload to the Platform.

 

EXHIBIT 1

TOOLS AND SDKS TERMS

This Exhibit defines the rights granted to you by HERE under the Base Plan for certain SDKs and software tools. This Exhibit incorporates by reference the HERE Platform Terms.

1. GRANT OF RIGHTS

Subject to your compliance with these Terms and payment of the fees as described in the applicable Subscription Plan, HERE grants you, under its Intellectual Property Rights, a non-exclusive, non-transferable, non-sub-licensable, revocable (on termination or expiration of these Terms), limited right to the following:

a) Software Tools: You may download and copy the software tools in the form made available to you by HERE through the Base Plan and use such software tools for your internal development and testing purposes for your Application, as defined in the relevant Documentation.

b) Open Standard Schema: You may download, copy, and use the Open Standard Schema in binary form to: (i) develop and integrate into Applications and (ii) distribute the Open Standard Schema, as integrated into your Application, directly or through a distribution chain, to customers and End Users in accordance with the Documentation. Open Standard Schema refers to the SDII standard schema and/or other standard schema definitions and implementations as described in applicable Documentation.

c) SDKs: You may use the SDKs in the form made available to you by HERE under the Base Plan as follows:

i. download, copy, and use the SDKs for accessing the relevant HERE Services included in your Subscription Plan;

ii. develop your Applications and integrate relevant parts of the SDKs into Applications for the purpose of enabling such Applications to access the HERE Services or make use of HERE Content; and

iii. distribute the relevant parts of the SDKs as integrated into your Applications, directly or through a distribution chain, to customers and End Users in accordance with the Documentation. Notwithstanding the foregoing, Applications where the Location Library and the Data Processing Library from HERE Data SDK for Java and Scala are integrated may only be used for commercial or production purposes, including distribution, only when the Applications are operated within the Platform, which may require you to subscribe to Workspace Add-on.

2. END USER TERMS

Certain SDKs may collect additional data when used in your Application, as described in available Documentation. You shall include the necessary communication to End Users of the HERE Service, including the required acceptance of terms and other communication, as described in the applicable Documentation and as required by applicable laws. Upon request from HERE, you shall provide evidence of such implementation to HERE.

 

EXHIBIT 2

HERE LOCATION SERVICES TERMS

This Exhibit defines the rights granted to you by HERE under the Base Plan for Location Services. This Exhibit incorporates by reference the HERE Platform Terms.

1. SPECIFIC TERMS RELATED TO LOCATION SERVICES

1.1 Subject to your compliance with these Terms and payment of the fees as described in an applicable Subscription Plan, HERE grants you a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right to download the Location Services Access/APIs for the sole purpose of integrating APIs with your Applications and distribute the Location Services Access/APIs as part of your Applications.

1.2 You are liable for any unauthorized use of Application IDs (“App IDs”), including the fees accrued through such unauthorized use. You shall promptly notify HERE of any unauthorized use of App IDs.

1.3 In addition to the caching restrictions in the Platform Terms, you may not use HERE Materials in a manner that pre-fetches, caches, or stores data or Results, except as explicitly allowed by the caching headers (HTTP/1.1 standard) returned by HERE Location Services.

 

EXHIBIT 3

PARTNER ADDENDUM

The following additional terms apply if you (the “Partner”) have been approved by HERE as a HERE Partner.

1. PARTNER’S USE OF THE HERE PLATFORM

1.1. In addition to using the Platform as specified in these Terms, Partner may provide its business customers with Location Services Access/APIs pursuant to the Location Services Terms.

1.2. The use rights of Partner with respect to HERE Materials are described in these Terms. In addition, and limited to the HERE SDK, the Location Services Access/APIs, and the HERE Content Add-on, Partner may sublicense the rights provided by HERE under Sec. 5.2 b) of the Platform Terms directly to its business customers, enabling them to create and distribute Applications including HERE Materials.

2. PARTNER CERTIFICATION LEVEL AND DISCOUNT

2.1. The Partner Certification Program benefits and requirements are posted in the HERE Partner Portal.

2.2. The Fees are subject to the applicable discount based on Partner’s certification level (the “Partner Certification Discount”). The default certification level for a new Partner is “Registered Partner”. HERE reserves the right, at its sole discretion, to change or add criteria that determines Partner’s certification level.

2.3. The Partner Certification Discount applies for the term during which Partner meets the criteria of the respective certification level, including, but not limited to, Partner’s Actual Achieved Revenue. HERE will re-evaluate Partner’s certification level and the Partner Certification Discount at least every twelve (12) months in parallel with the review of the Actual Achieved Revenue calculation as set out below.

2.4. HERE will calculate the Partner’s Actual Achieved Revenue for each calendar year (January 1 to December 31) of the Term by February 15th of the following year. “Actual Achieved Revenue” means the net license fees (after applying discounts and excluding impact of any tax payable by HERE, such as withholding tax, if applicable):

a. reported by the Partner to HERE (to the extent that the fees are based on self-reported units of measure);

b. invoiced by HERE directly (such as Platform transactions, as applicable); and

c. paid by Partner.

2.4.1 The calculation will be based exclusively on HERE’s records and will not be subject to adjustments. Amounts for any period will not carry over into subsequent calendar years. HERE will inform Partner of such Actual Achieved Revenue calculation in a timely manner.

2.4.2 The corresponding Partner Certification Discount will apply as of March 1 of each calendar year of the Term. If Partner later revises its reports related to a calendar year on which a Partner Certification Discount is based, HERE shall have the right to adjust the Partner Certification Discount accordingly and charge any amounts to Partner that would have otherwise been due. No refunds will be applied.

2.5. If the Partner Certification Discount is based on a minimum annual license fee (“MALF”) commitment, the corresponding Partner Certification Discount will apply as of the beginning of the contract year for which the MALF commitment is made.

3. FEES

The following terms apply in addition to Sec. 9 of the Platform Terms:

3.1. Orders/Quotes. Changes to Subscription Plan fees do not affect Partner “orders.” “Order” refers to a subscription for which Partner has created a quote that has been approved by HERE.

3.2. MALFs. If explicitly agreed to between the Parties, Partner shall pay HERE a non-refundable (except for termination for cause by Partner) minimum annual license fee (“MALF”). The MALF shall be applied annually to all fees due. Fees or MALFs do not apply to any other fee periods and may not be credited toward or offset other amounts due to HERE.

4. REPORTING

Sec. 10 of the Platform Terms (Your records and tracking of units) applies to the use of HERE Materials licensed by Partner’s business customers, and Partner shall upgrade the Subscription Plan of its business customers as required.

5. TERMINATION

The following terms apply in addition to Sec. 12 of the Platform Terms (Term and Termination):

5.1. Upon termination or expiration of HERE Partner Program, Partner shall not be entitled to any of the benefits of the HERE Partner Program. Partner shall immediately cease to represent itself as a HERE Partner and all rights and use of the HERE Marks will terminate.

5.2. Except in case of a termination for breach by HERE, a subscription sold by Partner to its business customers shall remain in force (“Surviving Subscription”), provided that:

a. Partner provides prompt written notice to its business customers of the expiration or termination, subject to HERE’s written consent, which will not be unreasonably denied or delayed;

b. Partner cooperates with HERE and provides all necessary information requested by HERE to enable HERE or its designee to continue to provide support, including, but not limited to, all billing and invoicing obligations;

c. Surviving Subscriptions shall survive no longer than one (1) year from the effective date of termination; and

d. These Terms shall continue to apply to any Surviving Subscriptions.

6. USE OF MARKS, PARTNER INFORMATION, AND MARKETING

The following terms apply in addition to Sec. 13 of the Platform Terms:

6.1. Partner Marks. Partner authorizes HERE to display the Partner’s logo and corporate contact information on HERE’s online partner directory and to communicate the relationship between HERE and the Partner for marketing and advertising purposes.

6.2. Additional Co-Promotion/Marketing Opportunities. The Parties shall make good faith efforts to discuss mutually agreeable terms and/or language for additional use of either Party’s name or brand/logo in either Party’s internal and external marketing materials regarding the Parties’ relationship, including referencing Partner in a list of HERE’s Partners that use HERE products and services. Any such use of either Party’s name or brand/logo are subject to the other Party’s prior review and express written consent. HERE hereby consents to the use of HERE’s marks in co-branded material limited to the templates and documents provided by HERE on the Partner Marketing Platform. HERE reserves the right to review the material created by Partner.

6.3. Partner Information. Partner agrees to provide truthful and complete information, to keep that information current, and to update the information regularly. Partner agrees that HERE is not responsible for errors in the HERE partner directory, regardless of the cause, and agrees that HERE may take down information it reasonably believes is incorrect or misleading. Partner also acknowledges that the HERE partner directory contains contact information of other partners who may compete with Partner, and that HERE is not liable or responsible for any resulting harm to Partner, including lost opportunity, revenue, sales, or profit.

6.4. Marketing.

6.4.1. HERE may provide Partner with marketing materials that Partner may use for the marketing of HERE Materials or Applications.

6.4.2. Partner shall not alter or tamper with any HERE Marks, misrepresent the relationship between HERE and Partner, or communicate or imply any sponsorship and/or endorsement by HERE of Partner’s business unless such sponsorship or endorsement is explicitly stated in a written contract or agreement. Upon termination or expiration of the Terms, Partner must immediately cease all use of HERE Marks.

6.4.3. Partner shall not engage in any search engine marketing campaigns (e.g., via “Google Ads”) using the term “HERE” or HERE’s Marks without HERE’s prior written approval.

6.5. Partner Marketing Platform.

a. In cases where the Parties engage in joint marketing campaigns partly funded by HERE, Partner shall deploy and create co-branded material using the Partner Marketing Platform and allow HERE to maintain visibility on use, deployment methods, and number and frequency of leads generated from all co-branded material.

b. Partner shall inform HERE about any use of the co-branded material outside of the Partner Marketing Platform, in particular concerning the following points: the number of generated leads directly generated by the views, impressions, clicks, attendance or any other action carried out by a target prospect which resulted in their expressed interest in the promoted marketing material containing HERE Marks, the average opportunity size for the corresponding end customer opportunity, if this metric is known, the average conversion rate from these leads into opportunities, when this metric is known, as well as the average sales cycle length for the relevant opportunity, industry, or target when appropriate. Such information from Partner shall not include any personal data of third parties.

c. Partner is responsible for their content uploaded to and created in the Partner Marketing Platform and shall indemnify HERE against third party claims with respect to such content as provided in the Terms.

6.6. HERE is committed to supporting every Partner to optimize the returns from their partnership with HERE. Therefore, for every HERE Partner a small amount of net revenue will be set aside in a general marketing fund to be used to activate joint solutions in the market and to increase the overall enablement and activation of our Partners based on certain requirements.

7. INNOVATION DEVELOPMENT PROGRAM

7.1. If Partner is a system integrator or a consultancy company, it may refer potential new business customer opportunities to HERE through the “Innovation Development Program Form” provided by HERE. Upon receiving the Innovation Development Program Form, HERE shall send a confirmation e-mail to the referred customer’s email address indicated in the form, to inform them that the submission has been received. HERE shall be responsible for the sales process subject to the Parties’ continued good-faith cooperation.

7.2. HERE shall pay to Partner an innovation development fee of 15% of the First Year Net Revenue of the Qualified End Customer Opportunity.

7.3. “Qualified End Customer Opportunity” means an end customer opportunity that:

a. is approved by HERE;

b. HERE has no record in connection with HERE’s products or services and is not the subject of any contractual relations or ongoing negotiations or any discussions between HERE and the respective end customer about the licensing of HERE products and services;

c. within ninety (90) days of being referred by Partner and at the respective end customer’s own discretion, without receiving any monetary or other incentive from Partner, a contract between HERE and the respective end customer about at least one annual subscription for a HERE product or service is closed; and

d. within one hundred and twenty (120) days of being referred by Partner, the respective end customer has fully paid at least one invoice from HERE with respect to a HERE product or services.

On a case-by-case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the 90- day time limit for an end customer opportunity.

7.4. “First Year Net Revenue” means the license fees invoiced to and paid with respect to the Qualified End Customer Opportunity by the respective end customer to HERE for the twelve (12) month period starting on the effective date of the qualified end customer’s first subscription, net of any discounts, taxes payable, and subsequent refunds not due to HERE’s invoicing error or breach, and not including fees for support, implementation, customization, training, consulting, or other professional services, or third-party products or services. For the avoidance of doubt, if the Qualified End Customer Opportunity relates to a multi-year subscription, innovation development fees will still be based only on the First Year Net Revenue, not on any revenue covering any period thereafter.

7.5. HERE will pay the innovation development fee to Partner within ninety (90) days of the anniversary of the effective date of the contract between HERE and the end customer for the Qualified End Customer Opportunity.

7.6. If multiple Partners submit potential end customer opportunities that result in a single opportunity, only the first submission entitles to innovation development fees.

7.7. Partner shall be responsible for payment of all taxes, duties, governmental charges, and other like charges levied on the innovation development fees, and Partner shall indemnify, defend, and hold HERE harmless from and against any claims arising out or relating to all charges emanating from HERE’s payment of innovation development fees.

7.8. In submitting personal data to HERE in connection with this innovation development program or another lead sharing initiative, Partner shall comply with all applicable laws governing Partner’s collection, storage, processing, use, and transfer of such information. Partner warrants that it has provided all appropriate notices to data subjects and ensured all appropriate legal requirements to transfer data to HERE and allow its processing according to these Terms. For avoidance of doubt, Partner shall have ensured all appropriate legal requirements, to the extent required by applicable law, for HERE to be able to contact the individual to whom the personal data relates. Partner authorizes HERE to process such data as reasonably required to exercise HERE’s rights and perform HERE’s obligations under these Terms; Partner acknowledges that HERE may be required to provide personally identifiable information to third parties to comply with legally mandated reporting, disclosure, or other legal process requirements.

7.9. For the avoidance of doubt, if Partner solely refers potential end customers to HERE and does not license HERE products or services, the provisions exclusively related to such licensing do not apply.

8. LEAD INFORMATION

8.1. The Parties agree that all information HERE provides to Partner that describes or identifies sales leads (e.g., names, contact information, and information about leads’ interest in HERE products and/or services) (“Sales Leads”) remains the sole property of HERE and is HERE Confidential Information.

8.2. During the Term, Partner may use Sales Leads information as permitted by HERE based on Sales Leads’ consent, subject to the requirements identified herein, solely to promote and sell HERE products and services.

8.3. Unless prohibited by law, Partner shall: (a) inform HERE of any requests at authority.request@here.com to disclose Sales Leads information to a government agency with reasonable prior notice so HERE can seek a protective order or other relief as needed; and (b) take reasonable steps to cause the agency to make its request directly to HERE.

8.4. Unless prohibited by applicable law, Partner shall inform HERE of any requests received by the Partner from individual users in exercising their data protection rights as defined in applicable law received by forwarding such requests to privacy@here.com within three (3) business days to enable HERE to address such requests in accordance with timelines defined in applicable law.

8.5. If Partner knows or has reason to believe that there has been unauthorized access to or disclosure or loss of any HERE Confidential Information, Partner shall immediately inform HERE at sirtopsupport@here.com with all information Partner has available at the time. Partner shall designate a contact person to work with HERE and collaborate on incident response efforts, including, but not limited to, compliance with data breach notification and remediation requirements.

8.6. Partner shall at all times maintain, operate, and continuously improve a comprehensive information security program that: (a) classifies HERE Confidential Information in a manner that entitles it to the same level of protection that Partner uses for its own Confidential Information; (b) employs reasonable and appropriate administrative, technical, and physical safeguards designed to protect HERE Confidential Information against unauthorized access, disclosure, or loss and ensure secure deletion in the event that it becomes necessary; (c) monitors access to and use of HERE Confidential Information in a manner that enables Partner to detect and report security incidents to HERE; (d) at least annually, and as part of any security incident response involving HERE Confidential Information, conduct an independent, third-party information security assessment to test the adequacy of Partner’s information security program or, alternatively, permit HERE to conduct such an assessment on its own; and (e) make commercially reasonable efforts to make improvements to Partner’s comprehensive information security program designed to correct defects identified during the assessments described in this section.

8.7. Partner shall ensure that its employees and contractors handling HERE’s Confidential Information receive training on how to appropriately handle confidential information and to detect and report information security incidents.

8.8. To the extent that HERE’s Confidential Information identifies, describes, or otherwise relates to individuals (personal information), Partner agrees to: (a) comply at all times with applicable data protection laws, including, but not limited to, laws governing telemarketing and the distribution of commercial text and email messages; (b) indemnify HERE against claims alleging that HERE is liable for Partner’s security incidents involving personal information; (c) provide individual leads with the opportunity to access their personal information and to have it corrected or removed from Partner’s systems; (d) track requests by individual leads to opt out of further communication from HERE and provide information about opt outs to HERE; and (e) without undue delay notify HERE using the procedure defined in Sections 8.4 and 8.5 above of any actual or reasonably suspected data breaches, data security incidents, complaints of data subjects, objections or requests by regulators, and breaches of the Terms or any applicable laws or regulations.

8.9. If Partner engages third parties to perform any of its obligations, Partner shall enter into written agreements that require the third parties to: (a) comply with the confidentiality provisions of these Terms; (b) to employ safeguards to protect HERE Confidential Information that are at least as robust as those described herein; and (c) ensure, in coordination with HERE, an adequate level of protection for personal information within the meaning of applicable data protection law for Partner’s subcontractor, such as by having the subcontractor sign a data processing agreement based on the HERE Controller to Processor Data Transfer Agreement with HERE Global B.V. as data exporter and the subcontractor as data importer unless an adequate level of data protection is already ensured by applicable law or by other means.

8.10. If these Terms are with HERE Europe B.V. and Partner is located outside the EU/EEA and not in a country which is found by a decision of the EU Commission to ensure an adequate level of data protection (https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/adequacy-protection-personal-data-non-eu-countries_en), HERE and Partner agree, in addition to the rights and obligations herein, to enter into a HERE Controller to Processor Data Transfer Agreement separate from these Terms. HERE Controller to Processor Data Transfer Agreement must be in writing and executed by both Parties.

8.11. Partner shall provide HERE with feedback with respect to Partner’s use of the information received from HERE, in particular with respect to the number of generated sales qualified leads (SQLs), quote resulted from this, the average opportunity size for the corresponding end customer opportunity, if this metric is known, the average conversion rate from these leads into opportunities, when this metric is known as well as the average sales cycle length for the relevant opportunity, industry, or target when appropriate. Such information from Partner shall not include any personal data of third parties.

9. SUPPORT AND RESELLING SUPPORT

9.1. Partner may select a support plan and support Add-Ons as set out under Section 7 of the Platform Terms.

9.2. Partner may provide its business customers with access to the respective support services under the Support Plans “Essential” and “Advanced,” provided that:

9.2.1. any such access to support services will be limited to (i) employees, contractors, and agents of Partner’s business customer; and (ii) HERE Materials only, excluding any support services for derivatives or modifications of such HERE Materials and respective Applications.

9.2.2. Partner ensures that its business customer’s obligations of confidentiality for any information received in relation to the support services, are no less restrictive and no less protective of HERE than these Terms.

9.3. Partner’s customer will be granted access to the Support Portal on Platform.here.com and the relevant documentation.

 

EXHIBIT 4

WORKSPACE ADD-ON TERMS

If you have subscribed to the Workspace Evaluation Add-on or Workspace Commercial Add-On, the terms of this Exhibit apply and describe your use and access rights to the Workspace. This Exhibit incorporates by reference the HERE Platform Terms.

1. DEFINITIONS

In addition to the definitions in the Terms, the following definitions will apply:

HERE Workspace means the environment offered through the Platform for analyzing, processing, combining, enhancing, and optimizing content and developing and testing Applications as described in the Documentation.

HERE Workspace Content means the HERE Content that is made available to you through the Workspace.

Workspace Services means the services offered by HERE to you through the Workspace Add-On, including, but not limited to, any services for analyzing, processing, enhancing, and creating content and for the development of Applications, as described in any relevant Documentation.

2. WORKSPACE ADD-ON SUBSCRIPTION PLAN

2.1 Subject to your compliance with these Terms and payment of the applicable fees in the applicable Subscription Plan:

a) you may use Workspace Services to (i) analyze, process, enrich, enhance, optimize, or otherwise modify Your Content; and (ii) develop and test Applications solely on your local computers (i.e., development and testing in any third party server environment is not permitted); and (iv) distribute your Applications, provided that HERE Workspace Content or Results generated from HERE Workspace Content are not included in or utilized for or by the Applications.

b) HERE grants you a non-exclusive, non-transferable, non-sublicensable revocable, limited right to download, copy, and process HERE Workspace Content to analyze, process, optimize, reference and layer with Your Content (subject to restrictions in the HERE Platform Terms) solely (i) on your local machines (i.e., no downloading in any third-party server environment is permitted); and (ii) for your internal testing and evaluation purposes and for development of Applications. You acknowledge and agree that any other use of the HERE Workspace Content, HERE Content, or Results by you and/or your End Users under this Exhibit is subject to a separate written agreement with HERE.

2.2 HERE will store Your Content and Results in HERE Workspace and make it available only to you for term of the Workspace Add-on, as applicable.

3. WORKSPACE EVALUATION SUBSCRIPTION PLAN

If you subscribed to the Workspace Evaluation Add-on, You are entitled to use the Workspace Services and HERE Workspace content (i) only for your internal testing and evaluation purposes, specifically excluding any distribution and commercial utilization rights described above in Section 2.1. and (ii) in accordance with the free evaluation tier as defined in your quote summary. Any use of the Workspace Services and HERE Workspace content in excess of the allocated free evaluation will be charged at the rates specified in the price table, as applicable.

4. LIABILITY FOR RESULTS AND APPLICATIONS

You are solely responsible for the Results and for any claims and liabilities arising out of, or related to, the licensing or use of your Applications unless otherwise explicitly stated in these Terms. You shall (i) test each Application before making it available to your customers or any End Users; and (ii) be solely responsible for any technical support for and any services related to your Applications.

5. DATA PROCESSING AGREEMENT

When HERE is a Processor or subprocessor of Personal Data as defined in the DPA, the DPA will apply to the processing of Personal Data that you upload to the HERE Workspace.

 

EXHIBIT 5

HERE CONTENT TERMS

If you have subscribed to HERE Content, the terms of this Exhibit apply and describe the rights granted to you by HERE for your use and access to the specific HERE Content. This Exhibit incorporates by reference the HERE Platform Terms.

1. HERE CONTENT AVAILABILITY

1.1 Samples of HERE Content

HERE may make samples of HERE Content (“Samples”) available to you solely for your internal testing and evaluation purposes for a limited period of time as described in the Documentation or other materials provided with the Sample. You may not use the Samples for any other purposes, including, but not limited to, using Samples any commercial applications or distributing or otherwise providing it to any other parties.

1.2 HERE Content

HERE may make HERE Content available to you through Marketplace or Subscription Plan via Platform. HERE Content may be subject to additional terms, including, but not limited to, the description of permitted use cases and fees. HERE Content will be made available to you only after you approve and accept such additional terms.

2. RESTRICTIONS

Unless otherwise permitted in your Subscription Plan or other terms with HERE, the use of HERE Content is solely for your internal evaluation and testing purposes. You may not create, distribute, sublicense, or otherwise make available any HERE Content or Results, unless permitted in the terms attached to the Listing of the HERE Content in HERE Marketplace or otherwise mutually agreed in a separate written agreement by the Parties. HERE Content for certain countries or areas of territories may be incomplete and will only be available upon general release by HERE.

3. END-USER TERMS

In all instances where any portion of the HERE Content is delivered to End Users, you must provide End Users with conspicuous notice and access to, and cause each End User to assent to the End User terms (referenced below) in such a manner that the End User terms are enforceable against the End User by HERE, prior to such End User’s access to any portion of the HERE Content. End User terms will not be less restrictive, and no less protective of HERE than these Terms, and will, at a minimum, include the below provisions:

1) restrict use of the HERE Content to the End User's own use with the Application;

2) prohibit use of the HERE Content with geographic data from competitors of HERE;

3) prohibit reverse-engineering and archiving of the HERE Content;

4) prohibit any export of the HERE Content (or derivative thereof) except in compliance with applicable export laws, rules, and regulations;

5) require the End User to cease using the HERE Content if the End User fails to comply with the terms and conditions of the End User terms;

6) provide notice to the End User of the applicable regulatory and third-party supplier restrictions and obligations (including copyright notices), which may be satisfied by including a link to a URL to be hosted by HERE, which is currently contained at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ (or as notified by HERE to you);

7) if applicable, provide notice to United States Government End Users (and others who wish to claim similar rights) that the HERE Content is a "commercial item," as that term is defined at 48 C.F.R. 2.101, and is licensed in accordance with the End User terms under which the HERE Content is provided;

8) affirmatively disclaim any warranties, express implied or otherwise, of quality, performance, merchantability, fitness for a particular purpose, and non-infringement;

9) affirmatively disclaim liability for any claim, demand, or action, irrespective of the nature of the cause of the claim, demand, or action, arising out of the use or possession of the HERE Content; or for any loss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use, the HERE Content, any defect or inaccuracy in the HERE Content, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if you, HERE, or their affiliates or suppliers have been advised of the possibility of such damages.

10) do not make or imply any warranties on behalf of HERE its affiliates or their data suppliers or provide any right of liability or indemnity against HERE its affiliates or their data suppliers; and

11) include any legally required and otherwise appropriate instruction, warnings, disclaimers, and safety information relating to the use of the Application.

 

EXHIBIT 6

HERE MARKETPLACE CONSUMER TERMS

This Exhibit defines the rights granted to you by HERE under the Base Plan to access the HERE Marketplace as Marketplace Consumer. This Exhibit incorporates by reference the HERE Platform Terms.

1. DEFINITIONS

In addition to the definitions in the Terms, the following definitions will apply:

HERE Marketplace means the marketplace offered by HERE through the Platform, including related services and APIs provided by HERE to you as Marketplace Consumer.

Listing means the description of the Marketplace Offering offered by HERE or other Marketplace Providers through HERE Marketplace.

Marketplace Consumer means a party who accesses the HERE Marketplace to discover and license Marketplace Offerings.

Marketplace Offering means an Application, API, or other data product, software, or service offered by HERE or other Marketplace Providers through a Listing.

Marketplace Provider means a party who uses the HERE Marketplace to license their Marketplace Offering to Marketplace Consumers.

Marketplace Services means the services offered by HERE to you through HERE Marketplace, as described in relevant Documentation.

2. GRANT OF RIGHTS

Subject to your compliance with these Terms and payment of the applicable fees:

a) you may access the Marketplace as a Marketplace Consumer to view the Listings and contact the Marketplace Providers to license their Marketplace Offerings, as described in the relevant Listings;

b) you may use the Marketplace Services provided by HERE, as described in the Documentation.

c) you have right to download, copy, and install the data client library and APIs, as described in the Documentation, to access the Marketplace Offering for which you been granted access by the relevant Marketplace Providers. Data Client Library or any parts thereof may not be distributed or otherwise made available to any third parties or used for any purpose other than as expressly allowed herein.

3. MARKETPLACE OFFERINGS

3.1 HERE will make the Marketplace Offering available through HERE Marketplace to those Marketplace Consumers to whom Marketplace Provider has granted access. The agreement for the use of a Marketplace Offering shall be made by and between you and the relevant Marketplace Provider. Such agreement may not conflict with any of the restrictions described in these Terms. You acknowledge and agree that HERE shall not have any liability or responsibility for any dispute arising out of, or related to, the use of Marketplace Offerings offered by other Marketplace Providers. HERE may at its sole discretion decide to assist in any dispute if the dispute relates to any features, functionalities, or otherwise to HERE Marketplace or to any interests of HERE.

3.2 HERE has the right to use the Marketplace Offerings only for the purpose to provide HERE Marketplace and related services. HERE has and reserves the right to remove a Marketplace Offering from the HERE Marketplace at any time, if, in HERE’s reasonable discretion, the content of such Marketplace Offering is in violation of these Terms. No ownership of any Intellectual Property Rights of a Marketplace Offering is transferred to HERE in these Terms. In relation to HERE, Marketplace Provider has the right to remove its Marketplace Offering from HERE Marketplace at any time.

Previous versions:

HERE PLATFORM TERMS, Jan. 18, 2022

HERE PLATFORM TERMS, Nov. 2, 2021

HERE PLATFORM TERMS, May 4, 2021

HERE PLATFORM TERMS, Oct. 15, 2020