1. DEFINITIONS

In addition to the definitions in the GLA, the following definitions shall apply.

Customer Offering means software application, data product or other digital content made available for download by Customer as Marketplace Provider to Marketplace Consumers through HERE Marketplace, including Sample Customer Offering.

Documentation (formerly OLP Documentation) means the documentation provided to Customer by HERE from time to time.

HERE Marketplace (formerly OLP Marketplace) means the marketplace provided by HERE to Customers acting as Marketplace Provider and/or Marketplace Consumer, including related Marketplace Services and licensed libraries and APIs.

Listing means the description of the Customer Offering that is made available by Marketplace Provider to Marketplace Consumer to view in HERE Marketplace.

Marketplace Consumer means a customer who accesses the HERE Marketplace for the purpose of discovering and licensing Customer Offering.

Marketplace Provider means a customer who uses the HERE Marketplace to license Customer Offering to Marketplace Consumers.

Marketplace Services (formerly OLP Marketplace Services) means the services offered by HERE to Customer through HERE Marketplace, as are described in relevant Documentation.

Sample Customer Offering means a portion of Customer Offering that is provided by the Marketplace Provider to Marketplace Consumers for internal testing and evaluation purposes for a limited period of time as described in Documentation.

2. ACCESS TO MARKETPLACE

2.1  Access Credentials. HERE will provide Customer with a login account and access credentials (unique identifiers and access codes) to enable access and use of HERE Marketplace. If Customer attempts to gain unauthorized access to the platform, find or test/exploit any vulnerabilities, conducts other malicious activities, or otherwise misuses access credentials, HERE may disable Customer's any or all access credentials. Customer shall be liable for all use and access of the HERE Marketplace with Customer's access credentials and shall notify HERE of any possible or actual misuse and/or loss of access credentials.

2.2  Marketplace Services. HERE will provide Marketplace Services to be accessed through HERE Marketplace as described in Documentation. HERE agrees to make the Customer Offering available through HERE Marketplace to Marketplace Provider and to those Marketplace Consumers to whom Marketplace Provider has granted access.

2.3  Data Client Library. Customer has the right to download, copy and install the data client library and APIs, as is described in Documentation, i) to upload its Customer Offering into the HERE Marketplace and ii) to access Customer Offering of Marketplace Providers for which the Customer has been granted access by such Marketplace Providers. Data Client Library or any parts thereof may not be used for any other purpose than expressly allowed herein or be distributed or otherwise made available to any third parties.

2.4  Limited Rights Granted by Customer. HERE has the right to use Customer Offering only for the purpose to provide HERE Marketplace and related services to Customer. HERE shall have the right to remove Customer Offering from HERE Marketplace at any time if, in HERE's reasonable discretion such content is in violation of HERE Policies. No ownership of any Intellectual Property Rights to Customer Offering is transferred to HERE in this Agreement. In relation to HERE, Customer has the right to remove its Customer Offering from HERE Marketplace at any time.
Customer grants HERE the right to audit, analyze, monitor, evaluate and enforce, either through machine learning or other processes, Customer's access and use of HERE Marketplace. HERE may use the learnings, findings, and outcome thereof to improve and optimize HERE products, services and processes, for research and development purposes and to verify Customer's compliance with the terms of this Agreement.
Marketplace Provider shall be responsible for additional back-up copying of Customer Offering and acknowledges that HERE shall not be responsible for any loss of, damage to or unauthorized use of Customer Offering that occurs when transferring the Customer Offering within HERE Marketplace.

3. LISTINGS AND CUSTOMER OFFERING

3.1  Marketplace Provider shall have the sole responsibility for the content of Listings and the Customer Offering and for any claims and liabilities related to the licensing or the use of the Customer Offering unless otherwise explicitly stated in this Agreement. Marketplace Provider shall:
    a. comply with applicable laws and requlations;
    b. make the Customer Offering to Marketplace Consumers available in accordance with the agreements between Marketplace Provider and Marketplace Consumer; and
    c. provide any technical support and any services related to its Customer Offering excluding the technical support HERE provides for HERE Marketplace.

3.2  The agreement for the use of the Customer Offering shall be made by and between Customer and Marketplace Consumer outside HERE Marketplace. Such agreement may not conflict with any of the restrictions as are defined in this Agreement. Customer acknowledges and agrees that HERE shall not have any liability or responsibility for any dispute arising out of or related to the use of its Customer Offerings. 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.

4. AVAILABILITY AND THIRD PARTY TERMS

4.1  HERE may suspend, limit or throttle the access to and availability of HERE Marketplace, Listing and/or Customer Offering 1) to address any emergency, misuse or threat to the operation of HERE Marketplace, actual or perceived; 2) to comply with the applicable legislation, to respond to requests or demands of a government entity; and 3) pursuant to a privacy or copyright Ónotice and take downÓ request and violation of Intellectual Property Rights or other third party rights. HERE shall immediately inform Customer of such suspension or limitation.

4.2  HERE Marketplace or related services may not be available in or accessible from all territories. HERE may change, discontinue, or deprecate HERE Marketplace or any part thereof, from time to time but will use commercially reasonable efforts to continue supporting the previous versions of the parts of HERE Marketplace that were changed, discontinued, or deprecated for six (6) months from the date when such change, discontinuation or deprecation was published in the HERE Marketplace except, in the case (a) of a security or Intellectual Property Rights issue, (b) where such continued support would be economically or technically burdensome, (c) of legal or governmental requirements, or (d) of a third party claim.

4.3  HERE Marketplace may include software provided by third parties that is subject to open source software or other similar terms that HERE may be obligated to pass through to Customer with the delivery of the software. Customer shall comply with all such open source software license or other similar terms, as applicable. HERE reserves the right to amend or replace such terms from time to time.