You are accessing and using the Service in connection with your position as a driver of a vehicle in a fleet of vehicles whose owner/manager/operator contracted with the Company in order to use certain of Company’s Mobility Products (“Mobility Products”) to manage, operate, control, optimize and administer its fleet and communicate with you via the Service (“Fleet Owner”).
Please read the terms and conditions of this Agreement carefully before downloading, installing, registering for or using the Service.
The Service is made available to you as a member of a fleet or vehicles operated by your Fleet Owner – who is our customer. Your decision to use or not to use the Service and/or to suspend or cease such use of the Service is likely to be impacted by the policies and rules of your Fleet Owner and/or your contractual understandings with you Fleet Owner, all of which are not determined nor controlled by us in any way. For any questions relating to such policies, rules and contractual understandings, please contact your Fleet Owner directly.
Please note that the information provided by the Service is not intended to replace any information that may be provided on the road, such as traffic signs, traffic lights, police instructions, time-based restrictions, lane restrictions, road blockades, etc.
We encourage you to always drive in accordance with road conditions and traffic laws. It is strictly prohibited to interact or use the Service while driving or in any manner that interferes with safe and lawful driving and road conditions. When you engage with the Service, please either do so after having safely stopped your vehicle where and as permitted to do under applicable law and use the Service while parked or allow a passenger to use the Service if it is convenient and legally permitted.
By entering into this Agreement, and/or by using the Service or accessing the Service, you expressly accept this Agreement and all of its terms, and you agree to abide by them. In accepting this Agreement, you (a) acknowledge that you have read and understand this Agreement; (b) consent to this Agreement; and (c) agree to be legally bound by this Agreement. In addition, by using the Service, you signify your acknowledgement of the HERE Mobility Drive App Privacy Notice (“Privacy Notice”). If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Service.
The Service is intended for use by users who are of the legal age required to form legally binding contracts under applicable law and to have a driver license. In no circumstances is the Service available to users who are under the age of 18, users who have had their User Account (as defined in Section 2 below) temporarily or permanently deactivated, or users who seek to use the Service for anything other than as strictly set forth herein. By using the Service, you represent and warrant that you are 18 years of age or older and meet all of the foregoing eligibility requirements. If you are not 18 years of age or older and do not meet all of these requirements, you must not access or use any of the Service. Please note that User Accounts of individuals under the age of 18 years will be cancelled and deleted by us upon receiving notice.
2. User Account.
Your Fleet Owner will create your user account so that you will be able to access and use the Service (“User Account”) and will provide you with a link to download and install the App (whether via the App Stores or otherwise). Your User Account will include your name and phone number, your specific driver and vehicle identification numbers as part of the fleet. Your Fleet Owner may also choose to provide us with your email and photo. You are personally responsible for any use of the Service through your User Account. You may only have one account. You may not allow another person to use your User Account, and you agree that you are the sole authorized user of your User Account.
You agree to maintain true, accurate, complete, and up-to-date information in your User Account, and that the Company and your Fleet Owner may rely on the information that is in your User Account. Your User Account is tied to the phone number you provide to your Fleet Owner. If you change your phone number, you will need to notify your fleet Owner so that a new User Account will be created for you. You acknowledge that the Company and your Fleet Owner will retain all the data available in your old User Account.
3. The Service.
The Service provides you with the ability to provide your transportation services to passengers and communicate with your Fleet Owner (or any representative on its behalf) for the purpose of providing your transportation services. The transportation services that you provide pursuant to this Agreement are fully and entirely your responsibility and solely at your own risk. The Company does not screen or otherwise evaluate potential passengers who may request your transportation services. You understand, therefore, that by using the Service, you may be introduced to third parties who may be potentially dangerous, and that you use the Service at your own risk. It is up to you to decide whether to provide your transportation services or not.
4. License Grant.
During the term of this Agreement and subject to your continues engagement with your Fleet Owner as a member of its fleet, the Company hereby grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to download, install, register for, and use the Service and any content, materials, graphics, audiovisual files, processes and code, features, functionality, the maps provided as part of the Service, and products or services accessible on or through the Service (collectively, “Content”) on a single mobile device owned, leased or otherwise controlled by you (“Device”), strictly in accordance with this Agreement and any documentation provided to you. This license has the sole purpose of enabling you to use the Service which we are providing to you pursuant to our contract with your Fleet Owner, solely in the manner permitted by this Agreement and subject to the use restrictions described herein. Please note that certain Content may only be available to residents of certain geographical areas. You are bound by any boundaries applicable to specific Content you obtain through the Service.
You acknowledge and agree that the Service and the Content are provided under license, and not sold, to you. You do not acquire any ownership interest in the Service and the Content under this Agreement, or any other rights thereto other than to use the Service and the Content in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company, its affiliates and its and their respective licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Service and the Content, including all copyrights, trademarks, patents, software rights, and other intellectual property rights (whether registered or unregistered) therein or relating thereto, except as expressly granted to you in this Agreement.
5. License Restrictions.
You (and/or any third party on your behalf) may not:
(a) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content, the Service, or any part thereof;
(b) save as to the extent permitted by law for certain purposes, reverse engineer, disassemble, decode, or otherwise attempt to derive or gain access to the source code of the Content, the Service or any part thereof;
(c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Content, the Service, including any copy thereof;
(d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content, the Service, or any features or functionality of the Service, to any individual or third party for any reason (except to your Fleet Owner and its representatives solely as required for the use of the Service), or make the Service available on a network where it is capable of being accessed by any Third Party Outlet(s) (as defined in Section 26 below), or individuals;
(e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Content, the Service, or any part thereof;
(f) use any content that may include, link to, or distribute any viruses, spam, files, code malware or any other malicious software programs, technology or content that may harm or disrupt the operation of the Service or any other Company product or service;
(g) engage in or encourage any activity or use of content that violates any applicable law, rule or regulation, including without limitation privacy laws and regulations;
(h) use, endorse or promote content which is pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libellous, gambling-related, or discriminatory, offensive, misleading or deceptive;
(i) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ copyrights and other intellectual property rights;
(j) transmit or otherwise make available in connection with the Service, or any part thereof, any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage, interfere with, or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
(k) interfere with or disrupt the operation of the Content, the Service, or any part thereof, or the servers or networks that host the Service or make the Service available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
(l) sell, license, or exploit for any commercial purposes any use of or access to the Content and/or the Service, or any part thereof;
(m) frame or mirror any part of the Content and/or the Service, or any part thereof, without our prior express written consent;
(n) transfer or assign your User Account to any third party, even temporarily;
(o) engage in fraudulent misrepresentation, such as impersonating any person or entity or forging or manipulating identifiers to disguise the origin of information transmitted through the Service;
(p) attempt to, or actually, harm intentionally or unintentionally another user or individual, such as stalking, threatening, or harassing a user or carrying a weapon while participating in a ride;
(q) interfere with the operation of the Content and/or the Service, including disrupting service or network connectivity or sending malicious code, malware, or other harmful software designed to impair the functionality of the Service or any part thereof;
(r) infringe any third-party rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; or
(s) use the Content and/or the Service in any way not expressly permitted by this Agreement.
6. Your Representations and Warranties
You hereby warrant and represent (in addition to any other representations and obligations set out in this Agreement) that in connection with your use of the Service:
(a) You shall comply with all applicable local laws, rules and regulations, including applicable traffic laws rules and regulations, and laws rules and regulations governing driving, provision of transportation services. You are responsible for your violations of such laws, rules and regulations if any;
(b) you are of the legal age to drive the motor vehicle you use in connection with the Service, or otherwise of the legal age of majority in the jurisdiction in which you are providing a ride in connection with the Service;
(c) You have a valid driver's license and are authorized to operate your motor vehicle and have all the appropriate licenses, approvals and authority to provide transportation for hire to third parties in the territory where your transportation service is rendered or performed, and you are medically fit to operate a motor vehicle;
(d) You hold, comply, and shall continue to hold and comply with, all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing your activities, operations and business in general and the provision of transportation services in particular;
(e) You have the appropriate and up-to-date level of expertise and experience to enable and provide your transportation services. You are appropriately qualified and trained and will supply, provide and support transportation services acting with due skill, care and diligence;
(f) You have procured and at all time maintains and shall maintain a valid and proper insurance policies for the appropriate (transportation, personal injury, third party or general) liability insurance and such other insurances as are considered market practice (all in industry-standard coverage amounts) for the operation of your vehicle and/or business insurance to cover any anticipated risks, damages and losses related to being a drive in the Fleet Owner’s fleet, providing transportation services, and not less than the minimum coverage amounts required by applicable law. You shall, upon first request of the Company, provide the Company with a copy of the insurance certificate;
(g) You are the owner or lessee or are otherwise in lawful possession of the motor vehicle you use to provide your transportation services, and such motor vehicle is suitable for performing the commercial carriage services contemplated by this Agreement, which equipment complies with all applicable federal, state and local laws.
(h) You will abide by all applicable laws and regulations with respect to operation of a motor vehicle, including but not limited to, laws and regulations governing the use of the Service or your mobile device while operating a motor vehicle.
(i) The motor vehicle you use in connection with the Service is in good operating condition, duly licensed and tested, and meets the industry safety standards and all required approvals under applicable law;
(j) You will drive safely in accordance with, and abide by all applicable laws and regulations with respect to operation of a motor vehicle in connection with the Service;
(k) You will offer the Service safely and, in a manner, which does not interfere with safe and lawful driving. Please always stop your motor vehicle safely, and where permitted to do so, before engaging with the Service;
(l) You will not engage in reckless or unsafe behaviour while driving in connection with the Service, drive unsafely, operate a motor vehicle that is unsafe to drive, carry a weapon or operating a motor vehicle while under the influence of alcohol, drugs or medication, or take action that harms or threatens the health, safety, and the wellbeing of yourself, the passengers to whom you provide transportation services or other third parties;
(m) You are solely responsible for the safety of your passengers; and
(n) You will not engage in any activity in a manner that is inconsistent with your obligations under this Agreement.
7. Electronic Communications.
In order to provide the Service to you, we must be able to communicate with you in real-time and otherwise in connection with the Service (e.g. notify you of requests for your transportation services, their location, deliver messaged from your Fleet Owner, etc.). You agree that we may provide you with notices and messages about the Service, your User Account and verification purposes, in the following ways: via text messages, push notifications, or email (if relevant). For example, we may notify you (through any of the means available to us) of changes or updates to the Service, service maintenance, etc. You agree to keep your contact information you shared with us up-to-date. You agree that text messages may be generated by automatic systems. We do not charge for text messages, but standard or other charges imposed by your mobile carrier may apply. Please check your carrier’s plan before using the Service to be sure you understand any charges that may be incurred by you.
You will not be able to opt-out of receiving such Service messages.
8. Changes of this Agreement.
We reserve the right, at our discretion, to update, change, modify, add, or remove portions of this Agreement at any time in order to conform them to our business practices. All non-material changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. If we make material updates to this Agreement that would negatively impact your rights or increase your obligations under this Agreement, we will notify you of the change in advance via the Service. If you do not agree with the change, please do not use the Service and contact your Fleet Owner. Your continued use of the Service following such notification will constitute your acceptance of the change and consent to this Agreement as revised.
9. Intellectual Property Rights.
The Service and the Content and all upgrades, updates, corrections, and enhancements thereto and all copyrights and other intellectual property rights related thereto are the property of Company, its affiliates, its licensors or suppliers, and Company, its affiliates, its licensors and suppliers retain all right, title, and interest in and to the Service, the Content and all intellectual property rights therein or in connection thereto. The Service and Content are owned and operated by the Company, and they are licensed, not sold, to you.
All the Company logos, trademarks, designs, graphics, icons, scripts and service names are registered trademarks or trade dress of the Company (collectively, the “Company Marks”). In addition, the design, trade dress, and the ‘look and feel’ of the maps available to you as part of the Service are protected works under applicable copyright laws and we and our affiliates, licensors and suppliers retain all intellectual property rights in them. The license granted to you in this Agreement does not extend to or include a license to use the maps displayed by the Service or any mark, indicator, logo or notation embedded in the maps other than as part of the Service. You agree that you will not in any way modify, alter or tamper with any proprietary marks, copyright notices or other notices, or the Company Marks, that may be provided and/or displayed through the Service. You acknowledge that we are the owner and licensor of the Company Marks, including all goodwill associated therewith, and that your use of the Company Marks will confer no additional interest in or ownership of the Company Marks in you but inures to the benefit of the Company.
All other trademarks, logos, service marks, company or product names set forth in the Service, such as the logos or trademarks of any third-party provider of transportation services, are the property of their respective owners.
10. Your Data and Content.
Through your use of the Service, we will automatically collect your personal data as described in the Privacy Notice, and you may, in addition, and as described in the Privacy Notice, actively enter and submit information or data in connection with your use of the Service, including location data that you add when you pick up a passenger on the street (collectively “User Data”). All User Data is subject to the Privacy Notice.
To enable us to provide you with the Service, you hereby grant us: (a) a non-exclusive, worldwide, royalty-free, transferable, sublicensable, right and license to collect, process, and use your User Data as set forth in the Privacy Notice and this Agreement; and (b) an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, transferable and sublicensable right and license to use for any lawful purpose your User Data in anonymized form.
In addition, in the course of your use of the Service, you may submit and share content and information with us or with your Fleet Owner (or a representative on its behalf), which may include feedback, comments, improvements, suggestions, questions, ideas or other information (collectively “User Content”). You represent and warrant that you own all intellectual property rights in your User Content or otherwise have the right, and received all required consents, authorizations and licenses to use the User Content for the Service and to provide the User Content to us as contemplated hereunder, and that by submitting or sharing your User Content with us, you are granting us and our affiliates with an irrevocable, worldwide, perpetual, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, and display your User Content in any manner we deem fit, including for commercial purposes or otherwise, at our sole discretion and without acknowledgement or compensation to you but in each case, we will not share or publish your personal data without your express prior written consent.
If the Service is discontinued or canceled, we may permanently delete your User Data and User Content in accordance with the terms of the Privacy Notice.
11. Geographic Restrictions.
The Service and the Content are provided from the Netherlands as well as countries in which the Company utilizes data centres. You acknowledge that you may not be able to access all or some of the Content outside of your country, and that access thereto may not be legal by certain persons or in certain countries. If you access the Content from outside your country, you are responsible for compliance with local laws, including any laws applicable to the export of software or technology.
12. Updates; Availability.
The Company may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features or modifications or discontinuation of existing features (collectively, including any related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Service. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings when your Device is connected to the internet either: (a) the Service will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Service or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of this Agreement.
The Service and the Content availability and functionality depends on multiple factors. We do not warrant or guarantee that the Service and the Content will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free. The availability of the Service and the Content may vary and is subject to our sole discretion. We reserve the right at our sole discretion to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Service (or any part or feature thereof) without notice, at any time and at its sole discretion. The Service, the Content and their operation and certain features available therein may also be dependent on the network you use, compatibility of your Device, and the content formats supported. You will have the right to terminate this Agreement if we make any material changes to the Service that you do not agree with.
13. Third-Party Materials.
The Service may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
14. Term and Termination.
This Agreement is effective upon your acceptance of this Agreement. The Service is provided to you as a member of a fleet, as part of the service we are contractually bound to provide to your Fleet Owner. If you wish to delete your User Account and any information included in your User Account, you must contact either your Fleet Owner or us at email@example.com. For details of how to access your data and/or delete your data, please see Sections 4 (How We Store and Transfer Information) and 7 (Your Rights) of the Privacy Notice.
We may terminate this Agreement at any time if: (i) you breach, or we reasonably believe that you are in breach of any term within this Agreement or applicable law; or (ii) you are misusing the Service or the Content or pose a threat to the security of the Service.
Upon termination either by you or by us: (a) all rights granted to you under this Agreement will terminate; (b) you must cease all use of the Service and delete all copies of the Service, and your User Account; and (c) our rights with respect to User Data shall survive only as set forth in the Privacy Notice.
Except as set forth in the Privacy Notice, we are not responsible for any removal or loss of your User Data or User Content. When information or content is removed from the Service by your Fleet Owner, traces or copies may still remain elsewhere.
The termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity.
In addition to our right to terminate this Agreement, we reserve the right, without limitation and at our sole discretion, to:
(a) limit, suspend, prohibit or otherwise restrict your access and/or use of the Service, including your ability to offer your transportation services; and
(b) remove any content from the Service, including without limitation, User Content, immediately and without notification to you, if we believe, at our sole discretion, that such content is infringing, offensive, harmful or inappropriate.
15. Your Responsibilities.
(a) You represent and undertake to procure and ensure that you comply with, adhere to and observe the terms and conditions set forth in this Agreement and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the Service including laws related to privacy and use of personal data and the personal data of minors;
(b) You acknowledge that the Service allows you to connect with passengers who are searching for transportation services, and with your Fleet Owner. The Company provides the Service merely as a means of facilitating the matching of transportation services with passengers; Any contract or agreement that you may enter into (including via using the Service) in connection with the provision of transportation services you supply, is solely between you, the applicable passenger and/or your Fleet Owner. The Company has no monitoring, enforcement or other obligations or responsibilities in relation to compliance with such contractual engagements and related industry and professional standards.
(c) You acknowledge that if you disable certain functionalities of the Service, including location services, the Service will not function as intended. You are responsible for and will indemnify and hold the Company, its affiliates, and its and their respective directors, officers, employees, contractors, agents, representatives, successor and assigns, harmless from and against any claims arising out of your responsibilities or failure to comply with: (i) this Agreement, (ii) the obligations imposed on you by your Fleet Owner, (iii) regulatory authorities, (iv) industry and professional standards, or (v) your failure to use the Service as intended;
(d) You are solely and fully responsible for abiding by all applicable industry and professional standards, including, without limitation, the: (i) pick-up and delivery of passengers at agreed-upon times, prices and locations; (ii) prompt notification to all appropriate parties of unexpected delays in the pick-up or delivery of passengers; (iii) providing to appropriate parties appropriate transaction receipts; (iv) handling of any payment cards; (v) interaction with all parties in a professional and courteous manner; (vi) maintenance of adequate insurance coverage and applicable licenses and bonds at all times; and (vii) compliance with all applicable laws, rules and regulations;
(e) You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including taking out adequate insurance in conformity with standard market practice and in conformance with any applicable regulations or other licensing requirements) regarding any of your acts or omissions. You acknowledge and agree that the Company may release your contact or insurance information to a passenger upon a passenger’s request;
(f) You undertake that you will safeguard, protect, and keep your User Data, and the data of the passengers to whom you provide transportation services, confidential and shall not disclose it to any person, or store the information in any manner, except as required by law; and
(g) You shall immediately notify the Company of any actual, suspected, or potential security breach or improper use of the Service or the User Data.
16. Disclaimer of Warranties.
The Content and the Service are provided to you “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Content and the Service, including all implied warranties of title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.
You acknowledge and agree that use of the Service is at your own risk. By using the Service and the Content, you agree to accept such risks and agree that the Company and its affiliates, or any of its or their respective licensors or service providers, are not responsible for any acts or omissions of other users of the Service or users or persons participating in rideshares.
17. Limitation of Liability.
To the fullest extent permitted by applicable law, in no event will the Company or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of or inability to use the Service or the Content or the transportation services you provide or schedule through the Service for: (a) property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, indirect, exemplary; or (b) direct damages in amounts that in the aggregate exceed the amount of fifty pounds (£50). The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable, or the company was advised of the possibility of such damages.
You agree to indemnify, defend, and hold harmless the Company, its affiliates, and its and their respective directors, officers, employees, contractors, agents, representatives, successor and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: (a) your use or misuse of the Service and the Content; (b) your breach of this Agreement, including but not limited to your User Content you submit or make available through the Service; and (c) any personal or property damage caused by you. You and the Company acknowledge that in the event of any third-party claim that the Service and/or the Content or your possession and use of the Service and/or Content infringes that third party's intellectual property rights, the Company, and not the Third Party Outlet(s) (as defined below), will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claim.
This Agreement and the Privacy Notice constitute the entire agreement between you and the Company with respect to the Service and the Content and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Service and the Content. No failure to exercise and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
You may not assign or transfer your rights in and to the Service without our prior written consent. We may assign our rights in and to the Service to any third party at our sole discretion, provided that such third party undertakes to comply with our obligations to you under this Agreement.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
22. Governing Law.
This Agreement is governed by and construed in accordance with the laws of England and Wales.
23. Dispute Resolution
The English courts have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Agreement, including any non-contractual rights or obligations arising out of or in connection with this Agreement.
24. Relationship Between You and the Company.
The relationship between you and the Company is solely that of independent contracting parties. This Agreement and your use of the Service, do not, and shall not be construed as creating any relationship, joint venture, partnership, employment, or agency in any way and of any kind between you and the Company. The parties expressly agree that this Agreement is not an employment agreement, and it does not create any employment relationship. The parties further agree that no employment contract is created between the Company and you. You acknowledge and agree that you have no authority to bind the Company and undertake not to hold yourself out as an employee, agent or authorized representative of the Company. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of the Company, you undertake and agree to indemnify, defend and hold the Company harmless from and against any claims by any person or entity based on such implied agency relationship.
If you have any questions or concerns about this Agreement or the Service, please contact us via email at firstname.lastname@example.org or at:
HERE Global B.V.
5611 ZT Eindhoven
26. Third Party Outlets.
When you access and use the Service from your Device, you agree that:
(a) The Service is made available to you via third parties, including Apple, Inc.’s “App Store” or Google, Inc.’s “Google Play” store (collectively, the “Third Party Outlets”).
(b) This Agreement is between you and the Company only. Third-Party Outlets have no obligations to you or responsibility for the Service, including without limitation, to any obligation to furnish any maintenance and support services for the Service. We are responsible for addressing any claims of any user or any third party relating to the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(c) The Third Party Outlets and their subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, each Third Party Outlet will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
27. No Third-Party Rights.
This Agreement is solely between you, as the user of the Service, and the Company.
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.