HERE Mobility Products - Partner Terms of Service

Effective date

These HERE Mobility Products - Partner Terms of Service (“Agreement”) are a legally binding agreement between you and HERE (as defined in Exhibit A (Definitions)) and govern your access and use of the HERE Websites and the Mobility Products (both as defined in Exhibit A (Definitions)).

By entering into this Agreement, accessing or using the Mobility Products, or by opening a user account, 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 including the Data Protection Addendum (“DPA”); and (c) agree to be legally bound by this Agreement. In addition, by using the Mobility Products, you signify your acknowledgement of the HERE Privacy Notice (“HERE Privacy Notice”). Capitalized terms not defined herein shall have the meaning specified in Exhibit A (Definitions) attached hereto.

If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Mobility Products in any manner.

The term “Partner” or “you” as used in this Agreement refers to a person or an entity (or both) that accepts this Agreement and registers for a user account with HERE Mobility. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this Agreement, to use the Mobility Products on behalf of such entity and, in such event, “Partner” as used in this Agreement shall refer to such entity. If you do not have such authority, or if you do not agree to all the terms and conditions in this Agreement, you may not use the Mobility Products.

Partner acknowledges and agrees that HERE is not a transportation company and does not provide Mobility Services, rather HERE is a technological service provider that enables provision of Mobility Services.

You may not access or use the Mobility Products, if (i) you are less than 18 years of age or not authorized to form a binding agreement as intended herein; (ii) you are a person barred or prohibited from doing so, under applicable laws, including without limitation, the laws of the country in which you are resident, or from which you wish to access or use the Mobility Products; or (iii) your Account has been temporarily or permanently deactivated. If you do not meet all of these requirements, you must not access or use any of the Mobility Products. Please note that Accounts of individuals under the age of 18 years will be cancelled and deleted by us upon receiving notice. If you are accessing or using the Mobility Products for the benefit of anyone who is under the age of 18 you hereby represent and warrant that you are the legal guardian of such person and/or otherwise have the full and unfettered authority to provide.

You agree that we may provide notices and messages to you about the Mobility Products, including without limitations, the Account, updates regarding new, existing, and discontinued features of the Mobility Products, in the following ways: (a) within the Mobility Products, or (b) sent to your contact information provided to us (e.g., e-mail) as part of the Account. You agree to keep your Account information you shared with us up-to-date. You will not be able to opt-out of receive such service messages.

1. PROVISION AND USE OF THE MOBILITY PRODUCTS

1.1 General. The Mobility Products connect Consumers, providers of Mobility Services and third parties who provide Consumers with access and/or means to consume Mobility Services via such third parties’ products and services.

1.2 Access. HERE shall provide Partner with access credentials through which Partner shall connect to the Mobility Products, as well as any applicable documentation. Partner is solely responsible for keeping safe and confidential the access credentials provided by HERE, and Partner shall be responsible for all actions taken in connection with access credentials.

1.3 Integration. The Mobility Products may only be integrated with Partner Materials pre-approved by HERE. As between Partner and HERE, Partner is solely responsible for the implementation of the Mobility Products and ensuring it is using the most updated version of the Mobility Products as made available by HERE. If the integration of the Partner Materials with the Mobility Products necessitates the integration of the Mobility Products with any Third-Party Software that is part of the Partner Materials or otherwise, then the parties may mutually agree on the fee payable to HERE for such integration services (“Integration Services”), as shall be set forth in a separate agreement. Following the successful integration of Partner Materials with the Mobility Products, the parties shall agree on the date on which Partner shall make available to the public the licensed Mobility Product(s).

1.4 Account. Upon its availability during the Term (as defined below), Partner and its Partner Personnel will be able to activate and/or create a user account via a HERE Website, through which Partner and its Partner Personnel will be able to access and use the Mobility Products, communicate with the HERE support team, and view reports and analysis regarding the licensed Mobility Products, and with respect to Partner, designate Partner Personnel (collectively, “Account”). Partner is solely responsible for maintaining the status of the Partner Personnel base. Partner will, and will ensure that its Partner Personnel will, safeguard and maintain the confidentiality of the Account, and all information provided therein, including without limitation, its and the Partner Personnel username and password, as applicable. Partner agrees to notify HERE, immediately if the Account has been compromised, or if Partner has reason to believe that the Account has been compromised. Partner shall ensure that each Partner Personnel accessing and/or using the licensed Mobility Products in accordance herewith shall: (i) review and accept the HERE Terms of Use, and the HERE Privacy Notice (collectively, “HERE Terms”), and (ii) comply in full with the HERE Terms. HERE reserves the right to suspend or terminate the Account or any individual Partner Personnel Account, if any information provided as part of the Account is or becomes inaccurate, false or misleading. Partner agrees to provide and maintain true, accurate, complete, and up-to-date information in the Account, which includes all Partner Personnel Accounts (if relevant) and that HERE may rely on the information that is in the Account. Partner is responsible for all activities that occur under the Account. Without limiting any other terms of the Agreement, if Partner does not access the Account for a consecutive period of six (6) months or more, HERE may disable the Account or suspend access to it without notice. HERE retains the exclusive right at its sole discretion and at any time to: (a) determine the features, services, products, software or other tools available to Partner as part of the Account; (b) add, modify or remove any materials and/or functionality made available in the Account; and (c) change the settings and/or appearance of the Account or any elements thereof. Partner assumes sole responsibility and liability for its Partner Personnel access and use of the Mobility Products, including without limitation, the Partner Personnel Accounts.

1.5 Updates and Upgrades. HERE reserves the right, at its sole discretion, to upgrade, update, modify, improve and/or discontinue, temporarily or permanently, in whole or in part, the Mobility Products, at any time, with or without notice to Partner. Partner agrees that HERE has no liability to Partner or any third party for any modification, suspension or discontinuance of the Mobility Products or any part thereof, for any reason. Partner acknowledges and agrees that HERE has no obligation to ensure that any upgrade of the Mobility Products will be compatible with existing or planned Partner Materials. In addition, the HERE Websites, including the Mobility Business Portal, may be unavailable during certain periods of time while they are being updated and modified. During this time, the HERE Websites will be temporarily unavailable. Partner, and not HERE, is responsible for providing all customer and technical support and maintenance for the Partner Materials as integrated with the Mobility Products. HERE has no obligation to provide any type of technical or other support for the Partner Materials as integrated with the Mobility Products or any services or content related thereto.

1.6 Partner Terms. Partner Terms. Partner represents and warrants that during the Term, it shall maintain and publish adequate terms of use in accordance with the requirements of applicable laws and regulations, including without limitation, applicable consumer laws, with respect to the Partner Personnel’s, Drivers (if applicable) and/or Consumers’ access to and/or use of the Partner Materials as integrated with the Mobility Products (“Partner Terms”).  The Partner Terms are an agreement between Partner and the Partner Personnel, Drivers or Consumers (as applicable) and HERE has no obligation and/or liability with respect to the Partner Terms. Partner may not impose any terms on the Consumers that are inconsistent with the terms of the Agreement, HERE Terms, HERE Consumers Terms and HERE Consumers Privacy Policy (as applicable), and/or impose any liability on HERE, unless otherwise set forth herein. To the extent any such conflict exists, the parties agree that HERE Terms, HERE Consumers Terms and HERE Consumers Privacy Policy (as applicable) shall prevail.

1.7 Access Limitations. The Mobility Products are subject to certain limitations on access, data requests, and use as set forth on the Mobility Products documentation. Partner hereby agrees to only use the Mobility Products in accordance with their applicable documentation and any limitations set forth therein. If HERE believes that Partner has attempted to exceed or circumvent these limitations, Partner’s use to and/or access to the applicable Mobility Products may be temporarily or permanently blocked.

2. GRANT OF LICENSE; LICENSE RESTRICTIONS.

2.1 HERE’s License. Subject to and conditioned on Partner’s, its Partner Personnel and the Drivers (if applicable) full compliance with the terms and conditions of the Agreement, HERE hereby grants to Partner: (i) a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license during the Term, to access and use, and to permit its Partner Personnel, to access and use, the Mobility Products which are available on the Account (including any additional Mobility Products that are necessary to access or use the Mobility Products set forth therein) and the associated Data solely in the geographic locations in which the Partner makes available the Partner Materials as integrated with the Mobility Products, all to the extent permitted hereunder; and (ii) the limited right to sub-license its rights hereunder to a provider of Third Party Software included in the Partner Materials, for the sole purpose of enabling such provider to assist Partner in the integration and configuration of such Third Party Software with the Mobility Products; provided that such provider will be subject to the same obligations as Partner under the Agreement, including the DPA and any applicable Annex’. Partner shall remain liable for the performance, acts and/or omissions of any provider of Third Party Software to whom it sub-licenses its rights hereunder. All right, title, and interest in and to the Mobility Products, including all Intellectual Property Rights therein and any derivatives thereof, shall remain the exclusive property of HERE and/or its licensors. Partner acknowledges and agrees that the Mobility Products are licensed, not sold. All rights that are not expressly granted herein are reserved by HERE. The Mobility Products, the applicable Data, the HERE Marks and all other Intellectual Property Rights in the Mobility Products, and any license rights, applications and registrations therefor, are reserved by HERE and its respective third-party licensees and licensors. Partner may not make any use of the Mobility Products, in whole or in part, not expressly permitted hereunder.

2.2 HERE License Restrictions.

2.2.1 Except as expressly specified in the Agreement, Partner will not, directly or indirectly, and will ensure that its Partner Personnel will not: (a) use, copy, create derivative works of or modify the Mobility Products or any part thereof, including without limitation, any proprietary notices contained therein; (b) sell, assign, transfer, sublicense, lease, lend, rent or otherwise distribute the Mobility Products and/or the Data (as applicable) to any other person or entity; (c) use the Mobility Products and/or Data (as applicable) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement or any applicable law; (d) integrate or combine the Mobility Products and/or the Data (as applicable), in whole or in part, with any other service, software or hardware not delivered or pre-approved in writing by HERE under the Agreement; (e) change, edit, add to, copy or extract content and/or Data from or produce summaries of the Mobility Products or any content on any HERE Website other than as expressly provided herein; (f) use or display the Mobility Products in a way that, in HERE's sole opinion, would constitute a Forbidden Usage; (g) sell, resell, rent, lease, sublicense, redistribute or syndicate access to the Mobility Products, without HERE's prior written consent; and/or (h) attempt to interfere with or disrupt the Mobility Products, or attempt to gain access to any systems or networks that connect thereto, except as expressly permitted herein

2.2.2    Partner further agrees not to directly or indirectly, disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the Mobility Products or any part thereof and/or the Data (as applicable), or permit or authorize any other person or entity to do so. HERE reserves the right, at its sole discretion, to immediately terminate or suspend Partner’s and/or any of Partner Personnel, Consumers and Drivers (if applicable) access to the Mobility Products in the event that: (a) HERE believes that there has been any Forbidden Usage (as defined below), fraudulent or otherwise illegal use, misuse or abuse of the Mobility Products; (b) HERE believes that Partner, a Partner Personnel’ or a Driver (as applicable) provided false, inaccurate or misleading information to HERE and/or any third party; or (c) Partner fails to make payments that are due and payable pursuant to the Agreement in a timely manner, if applicable. Partner acknowledges and agrees that HERE has the sole editorial control over all Mobility Products and any content available therein or in connection thereto, which HERE may modify at its sole discretion, in whole or in part, at any time and without prior notice.

2.3 Partner’s License. Subject to the terms and conditions of the Agreement, Partner hereby grants to HERE a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license during the Term to access, use and distribute the Partner Materials and the Data with respect to which Partner is a controller pursuant to the DPA solely as part of the Mobility Products integrated with the Partner Materials and as required to access and use the Mobility Products to the extent permitted herein. All rights that are not expressly granted herein are reserved by Partner. HERE may not make any use of the Partner Materials and applicable Data, in whole or in part, not expressly permitted hereunder. HERE will not attempt to interfere with or disrupt the Partner Materials or attempt to gain access to any systems or networks that connect thereto, except as expressly permitted herein.

3. DATA

3.1 Data Processing Addendum. The parties agree that the DPA sets forth the applicable terms and conditions regarding the roles and obligations of Partner and HERE with respect to the collection and processing of Data is incorporated by reference in the Agreement. In addition to the terms and conditions of the DPA, each applicable Annex shall set forth the delineation of roles between HERE and Partner with respect to the access, use and disclosure of Data.

3.2 Partner Privacy Policy.

3.2.1 Partner shall comply with and shall be responsible for, each of the Partner Personnel’s and if applicable, each Driver’s compliance with all Data Protection Laws with respect to the applicable Data and information that is provided to or by, or made available to or by, Partner and/or is under its control. Partner represents and warrants that during the Term, it shall: (a) maintain, publish and display adequate privacy policy in accordance with the requirements of applicable laws and regulations, including without limitation, Data Protection Laws, with respect to the Partner, Partner Personnel’, Drivers (if applicable) and/or Consumers’ (direct or indirect) access to and/or use of the Partner Materials as integrated with the Mobility Products, and Partner’s access and/or use of the Data (“Partner Privacy Policy”); (b) comply at all times with all applicable laws and regulations, including without limitation, Data Protection Laws, and shall have at all times all appropriate legal bases, for allowing Partner to use the Personal Data in accordance with the Agreement and the DPA; (c) receive the Partner Personnel, the Drivers (if applicable) and/or Consumers consent (where legally required to do so) in an active, clear and distinguished manner in accordance with Data Protection Laws; and (d) ensure that the Partner Privacy Policy explains (i) what information Partner collects; (ii) why Partner collects such information; (iii) how Partner uses and shares such information including without limitation, with HERE; (iv) the delineation of roles between HERE and Partner as described in the DPA; and (v) how Partner Personnel, Drivers (if applicable) and/or Consumers can access and update information. The Partner Privacy Policy shall also disclose to Partner Personnel, Drivers (if applicable) and Consumers that Partner allows HERE to collect information as set forth in the HERE Privacy Notices, available at:  https://mobility.here.com/legal/privacy/mobility-products-supplemental-privacy-notice and at: https://mobility.here.com/legal/privacy/mobility-products-privacy-policy  (together, “HERE Privacy Notices”).

3.2.2 Partner Privacy Policy shall be in compliance with applicable law and regulations, including without limitation, Data Protection Laws and the terms of the Agreement. Partner Privacy Policy is an agreement between Partner and the Partner Personnel, Drivers or Consumers (as applicable) and HERE has no obligation and/or liability with respect to the Partner Privacy Policy. Partner may not impose any terms on the Partner Personnel, Drivers or Consumers (as applicable) that are inconsistent with the terms of the Agreement and the HERE Privacy Notices, and/or impose any liability on HERE, unless otherwise set forth herein. To the extent any such conflict exists, the parties agree that HERE Privacy Notices shall prevail. Partner may only access and/or collect Data subject to the Partner Personnel’s, Drivers’ and/or Consumers’ (as applicable) prior and express consent (where legally required to do so) and in accordance with Data Protection Laws. HERE may use the information collected from the Mobility Products for the following general purposes: to customize and improve the Mobility Products; to prevent potentially prohibited or illegal activities; to enforce its legal rights; and as otherwise contemplated under the DPA.

3.3 Compliance. HERE reserves the right to: (a) review the situations where, and the manner in which, Partner obtains acceptance to the collection of Data; (b) require Partner to change the implementation of such acceptances; and (c) acquire or require Partner to acquire additional consents from Partner Personnel and Consumers if deemed necessary, all at HERE's sole discretion. Partner acknowledges and agrees that HERE has the right, in its sole discretion, to initiate any action set forth in Section 2 of Exhibit B in case of any non-compliance with Data Protection Laws.

3.4 Encryption. Partner must ensure that any Data or data otherwise related to the integration of any Mobility Product with the Partner Materials, is encrypted and transmitted over a secure, encrypted channel (e.g., HTTPS).

4. PAYMENTS

Payment ProvisionsSchedule 1 attached hereto sets forth the applicable terms and conditions regarding payment in connection with the access and use of the Mobility Products.

5. REPORTS/AUDITS

5.1 Reports.  Any Partner who is required to pay HERE hereunder, shall: provide HERE with a written report on or before the 10th day of each calendar month during the Term, by email to mobility.ar@here.com. The details of the reports are set forth in the Annex applicable to the Mobility Product used by the Partner (“Partner Reports”).

5.2 Audit. During the Term and for a period of one (1) year thereafter, Partner shall maintain accurate and complete records sufficient to verify: (i) Partner’s use of the Mobility Products and its compliance with the Agreement, including but not limited to, Partner’s practices and procedures relating to the delivery, quality, security, and operational aspects of the Mobility Products, and (ii) the accuracy of payments made hereunder including, without limitation, the information contained in each Partner Report. HERE, at its expense and no more than twice per calendar year (unless required by law or a regulatory agency with jurisdiction over HERE), shall be entitled to retain a reputable, independent certified public accounting firm (“Auditor”) solely for the purpose of examining and auditing such records for such purpose, at a mutually agreed upon time during normal business hours. HERE shall limit any such audit to only those records of Partner that are reasonably necessary to audit the Partner for the purposes set forth in this Section ‎5. Prior to an audit, Partner may require the Auditor to sign a confidentiality agreement reasonably acceptable to it. The results of the audit and all information reviewed during such audit shall be deemed Partner’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards. In the event any such audit reveals an error by Partner in the Partner Reports of more than five per cent (5%) for the period reviewed, then: (a) in the event of an overpayment, HERE shall reimburse Partner for such overpayment; and (b) in the event of an underpayment, Partner shall pay HERE for such underpayment within 30 days and shall also reimburse HERE for HERE’s actual and reasonable out of pocket costs for such audit. Each audit shall cover the prior twelve (12) months under the Agreement. If an audit finds that there are compliance deficiencies, Partner agrees to address and fix such deficiencies as soon as commercially practical, at its cost and expense.

6. CONFIDENTIALITY

The Agreement and all business, technical, operational, financial or otherwise proprietary information provided by one party to the other shall be treated as confidential information (“Confidential Information”). The party receiving Confidential Information shall not disclose it to any third party, excluding the receiving party’s employees, or its Affiliates’ employees, and then only on a need-to-know basis and only if such employees or its Affiliates’ employees are bound by written confidentiality obligations at least as restrictive as those contained herein. The party receiving Confidential Information shall keep it confidential using the same degree of care used to protect its own confidential information, and in no event less than a reasonable degree of care. Upon termination of the Agreement or upon request of disclosing party, the party receiving Confidential Information will return, delete or destroy (and certify such destruction if so requested) all of the disclosing party’s Confidential Information, including all documents and media containing such Confidential Information, and all copies or extracts thereof. The receiving party shall not have any duty to maintain in confidence any information that: (a) is publicly available without restriction through no fault of the receiving party or its employees, Affiliates or agents; (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information, as evidenced by written documentation; (c) was rightfully in the possession of the receiving party without restriction prior to its disclosure by disclosing party, as evidenced by written documentation; or (d) was independently developed by receiving party’s employees or consultants without access to the disclosing party’s Confidential Information, as evidenced by written documentation. Notwithstanding the foregoing, the receiving party may disclose Confidential Information if required by law, or by order of a court of competent jurisdiction, provided that (to the extent permitted by law) the receiving party provides to the disclosing party promptly a written notice of such requirement sufficient to allow the disclosing party to seek a protective order.  If such order is not given, the receiving party shall only disclose that portion of the disclosing party’s Confidential Information that its counsel advises is legally required to be disclosed. The duty to protect Confidential Information shall expire three (3) years from the date of termination of the Agreement.

7. INTELLECTUAL PROPERTY

By virtue of the Agreement, no ownership of any Intellectual Property Rights relating to the Mobility Products, the HERE-Controlled Consumer Data, and Data that has been de-identified or any other product, service, information or material provided by HERE to Partner is assigned or transferred to Partner. The structure, organization, and code of the Mobility Products and the products and services provided by HERE are the valuable trade secrets and Confidential Information of HERE and/or its licensors. Except as explicitly granted under the Agreement, HERE and its licensors, retain all right, title and interest in and to the Mobility Products (including, without limitation, any applicable Data with respect to which HERE is a data controller), and Data that has been de-identified, and any derivatives thereof, including any Intellectual Property Rights therein (collectively, “HERE Property”), and no other right, license, release, covenant not to sue or other rights or immunities, express or implied, by estoppel, or otherwise, are granted to any part of the HERE Property or any other product, service, information or material provided by HERE. All use of the HERE Property shall inure to the benefit of HERE, and Partner shall not: (a) contest, or assist others to contest, HERE’s rights or interests in and to the HERE Property or the validity of HERE’s rights in and to the HERE Property and all applications, registrations or other legally recognized interests therein, or (b) seek to register, record, obtain or attempt to pursue any Intellectual Property Rights or other proprietary rights or protections in or to the HERE Property. All rights in the HERE Property that are not expressly granted herein are reserved by HERE, its licensors and/or Affiliates. Unless otherwise specified in the Agreement, HERE may, and Partner hereby grants to HERE the limited, non-exclusive, royalty-free and fully-paid up, non-transferable (except in connection with Section 12.7 below) right and license to, refer to Partner as one of HERE’s customers and use Partner’s logo as part of such reference, provided that HERE complies with any trademark usage requirements notified to it by Partner. All media releases, public announcements and public disclosures relating to the terms or existence of the Agreement must be approved by the other party prior to their release. 

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party hereby represents and warrants to the other that: (a) it is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver the Agreement and to perform its obligations under the Agreement; (c) the execution and delivery of the Agreement will not conflict with or violate any other agreement to which such party is a party; (d) it is not a party identified on any governmental export exclusion lists; and (e) it will implement, maintain and comply with all applicable data privacy and security requirements in connection with its collection, processing, transfer and use of personal data, if any, under the Agreement including as set forth under the DPA and as required by applicable law.

8.2 Partner represents and warrants that it: (a) is in compliance with and shall continue to be in compliance during the terms hereof with all applicable laws, rules and regulations (including without limitation, applicable Data Protection Laws, rules or regulations), and industry best practices applicable to: (i) the Partner Materials, (ii) the provision of the Mobility Services to Consumers in accordance with the Agreement, including without limitation, maintaining all requisite licenses, and complying with its obligations to regulatory authorities, and (iii) its and its Partner Personnel' access and use of the Mobility Products; (b) has and shall maintain during the term hereof all necessary rights, title and interest in the: (i) Partner Materials, including without limitation, any Third Party Software available as part of the Partner Materials, all Intellectual Property Rights, and (ii) the Data with respect to which Partner is a data controller, to grant the license and all other rights under the Agreement, including without limitation, the integration of any Third Party Software that is part of the Partner Materials with the Mobility Products; (c) the Partner Materials do not violate, misappropriate, or infringe any Intellectual Property Rights, or other proprietary rights, rights of privacy, or rights of personality or any other right of any third party or of HERE; (d) will not engage in any Forbidden Usage; (e) will only use the Mobility Products for the purposes and in the manner expressly permitted by the Agreement; (f) shall be solely responsibility to Consumers or any other third parties, including Partner Personnel and applicable authorities, for any and all obligations or liabilities that arise from Partner’s use of the Mobility Products and the provision of Mobility Services in accordance herewith, including without limitation, any product liability and/or any monetary or physical damages; and (g) shall comply with the Mobility Products Forbidden Usage Policy attached hereto as Exhibit B (“Forbidden Usage”).

8.3  EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, THE MOBILITY PRODUCTS (INCLUDING WITHOUT LIMITATION ANY DATA, THIRD PARTY SOFTWARE AND/OR OPEN SOURCE SOFTWARE CONTAINED THEREIN), AND ANY OTHER SERVICE OR PRODUCT PROVIDED BY HERE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; HERE AND ITS LICENSORS MAKE NO WARRANTY THAT THE MOBILITY PRODUCTS OR DATA WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE MOBILITY PRODUCTS OR DATA WILL BE CORRECTED.  HERE AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE MOBILITY PRODUCTS (INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND/OR OPEN SOURCE SOFTWARE CONTAINED THEREIN) AND DATA, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. 

9. INDEMNIFICATION

9.1 Partner Indemnification.

9.1.1 Partner shall defend, indemnify and hold harmless HERE its directors, officers, employees, agents, sub-contractors, successors and permitted assigns (collectively, “HERE Indemnified Party”) from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses and/or liabilities of any kind, (including but not limited to reasonable attorneys’ fees) threatened, asserted or filed brought or made by any third party (collectively, “Claims”) against the HERE Indemnified Party arising out of or resulting from: (a) breach or alleged breach of any warranty, representation or obligation made by Partner under the Agreement (including under the DPA); (b) actual or alleged violation of any applicable law or regulations in connection with Partner’s or Partner Personnel’ use of the Mobility Products; (c) any claim that Partner’s implementation, integration and/or use of the Mobility Products, including without limitation and as applicable, the Mobility Marketplace Service Suites, and/or the Partner Materials infringes, misappropriates, or otherwise violates the rights of any person including privacy, proprietary or Intellectual Property Rights of such person; (d) the Partner Materials including without limitation, any Third Party Software included therein; (e) any claim injury, damage, complaint or harm relating to Partner’s (or Partner Personnel’) provision (or non-provision) of Mobility Services (including relating to actual or alleged failure to provide Mobility Services); (f) any act or omission by any of the Partner, Partner Personnel, a Driver or an Affiliate (including with respect to any vehicle); and (g) any injury, damage, complaint or harm caused to a Consumer in connection with Partner’s and/or its Partner Personnel, access, use and/or provision of the Mobility Services, including without limitation, any issues related to product liability.

9.1.2 In addition to Subsection 9.1.1 above, Partner shall defend, indemnify and hold harmless the HERE Indemnified Party from and against any Claims which a HERE Indemnified Party suffers or incurs in relation to any Assessment or debit of revenue or payment received by or imposed on HERE from a Consumer, Payment Provider, card or payment scheme or other third party because of the Service Charges being invalid, disputed, unauthorized (or there are grounds to believe it was not authorized), suspicious, or that the Mobility Services were not delivered at all or as agreed, or otherwise for any reason.

9.2 HERE Indemnification. HERE shall defend, indemnify and hold harmless Partner from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses and/or liabilities of any kind, (including but not limited to reasonable attorneys’ fees) which Partner suffers in connection with an actual claim, demand, action or other proceeding by any third party (collectively, “Third-Party Claims”) against Partner arising from: (i) the licensed Mobility Products infringement, misappropriation or otherwise violation of the Intellectual Property Rights of any third party; or (ii) a breach by HERE of its representations, obligations and warranties (if any) under this Agreement. HERE shall have no liability and HERE’s foregoing obligations do not apply to the extent any claim, judgment or settlement is either partially or in whole based on: (a) any software or services provided to HERE by or on behalf of Partner; (b) any modification of the Mobility Product(s) or related services without HERE’s prior written authorization; (c) a combination of the Mobility Products with any other material not supplied by HERE under the Agreement; (d) any underlying or enabling technologies that are not wholly part of the Mobility Products`, including but not limited to operating systems, communication protocols, radio connectivity, positioning technologies (including but not limited to A-GPS), devices, hardware, user interfaces (including but not limited to touch screen based interaction) and which are used or incorporated by Partner in connection with the licenses granted herein, even if such underlying or enabling technologies are necessary for use of the Mobility Products; (e) Partner continuing any use of the Mobility Products after being notified of any allegedly infringing activity or after being informed of or provided with modifications that would have avoided the alleged infringement; or (f) Partner’s use of the Mobility Products that is not strictly in accordance with the licenses granted under the Agreement. If the Mobility Products are found to infringe the Intellectual Property Rights of any third party and a final injunction is obtained in a competent court against HERE, or Partner’s use of any of the Mobility Products or if in HERE’s opinion actions are needed to avoid potential infringement, HERE may, at its expense and option, replace or modify the affected Mobility Product(s), in whole or in part, with substantially similar, functionally equivalent, non-infringing Mobility Product(s).

9.3 Indemnification Process. A party entitled to indemnification hereunder (the “Indemnified Party”), shall: (a) promptly notify the other party (the “Indemnifying Party”), of a Claim (if Partner is an Indemnifying Party) or Third-Party Claim (if HERE is an Indemnifying Party); (b) provide the Indemnifying Party, at the cost of the Indemnifying Party, with reasonable information, assistance and cooperation in defending the Claim or Third-Party Claim, as applicable; and (c) give the Indemnifying Party full control and sole authority over the defence and settlement of the Claim or Third-Party Claim, as applicable; provided, however, that any settlement will be subject to the Indemnified Party’s prior approval (which approval shall not be unreasonably withheld or delayed). The Indemnified Party may join in the defence of the Claim or Third-Party Claim, as applicable, with counsel of its choice at its own expense. 

9.4 Set-Off. HERE shall be entitled without prior notice to set-off the whole or any part of Partner's liabilities to HERE (whether such liabilities are present or future, actual or contingent, or liquidated or unliquidated) against any sums held by HERE for Partner from time to time including the Service Charges received on the Partner's behalf in accordance with Section 4.4, if applicable.

9.5 Sole Remedy. Notwithstanding anything to the contrary in the Agreement, the remedies set forth in this Section 9 shall be the sole and exclusive remedy for Partner regarding third-party Intellectual Property Rights infringement claims.

10. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HERE, ITS EMPLOYEES, LICENSORS OR AGENTS BE LIABLE TO PARTNER, PARTNER PERSONNEL OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE MOBILITY PRODUCTS OR DATA UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, TO CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION PRODUCT LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT HERE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW AND EXCEPT FOR INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY, AND HERE’S INDEMNIFICATION OBLIGATIONS (“EXCLUDED LIABILITIES”) IN NO EVENT SHALL HERE’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE MOBILITY PRODUCTS, EXCEED THE AGGREGATE AMOUNTS RECEIVED BY HERE FROM PARTNER UNDER THE AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM IS MADE. WITH RESPECT TO THE EXCLUDED LIABILITIES, HERE’S ENTIRE LIABILITY IN CONNECTI0N WITH, ARISING OUT OF, OR RELATED TO THE AGREEMENT OR THE MOBILITY PRODUCTS SHALL NOT EXCEED THE HIGHER OF (i) $10,000 OR (ii) TWO TIMES (X2) THE AGGREGATE AMOUNTS RECEIVED BY HERE FROM PARTNER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM IS MADE, IN THE AGGREGATE. THE PARTIES AGREE THAT WITH RESPECT TO ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY PART OF THE AGREEMENT OR THE PRODUCTS OR SERVICES CONTEMPLATED HEREIN, UNLESS SUCH CAUSE OF ACTION COMMENCES WITHIN TWELVE (12) MONTHS AFTER SUCH CAUSE OF ACTION ACCRUES (OR THE SHORTEST PERIOD OF TIME OTHERWISE PERMITTED UNDER APPLICABLE LAW, WHICHEVER IS SHORTER), SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

11. TERM; TERMINATION

11.1 Term. The Agreement shall be in effect as of the date in which you accept the Agreement and will continue until terminated as provided in the Agreement (“Term”).

11.2 Termination. In addition to the termination rights set forth elsewhere in the Agreement, the Agreement may be terminated by either party: (a) for any reason and without liability, by providing the other party with 90 days’ prior written notice; or (b) immediately: (i) if the other party breached any of its obligations, representations or warranties set forth in the Agreement and failed to cure such breach within 10 days from receipt of a written notice thereof; or (ii) by written notice to the other party, if such party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within 30 days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. A party that becomes subject to any of the events described in the foregoing sub-clause (ii) shall immediately notify the other party in writing.

11.3 Effect of Termination. Upon the termination of the Agreement: (a) all rights and licenses granted herein shall terminate immediately, and Partner shall cease all use of the Mobility Products; (b) each party shall promptly return to the other party or destroy and certify the destruction of all Confidential Information of, the other party; and (c) to the extent applicable, Partner shall remove any access to and/or connection with the Mobility Products from the Partner Materials. No termination will affect Partner’s obligation to pay all Fees that may have become due before such termination or entitle Partner to any refund. It is hereby further agreed and acknowledged that upon termination of the Agreement, HERE may, at its sole discretion, disable Partner’s continued access to or use of the Mobility Products as integrated into the Partner Materials.

11.4 Survival. All the provisions that by their nature need to survive termination of the Agreement and any accrued rights related to payments shall survive such termination.  The termination of the Agreement, in part or in whole, shall not limit either party from pursuing other remedies available to it, nor shall either party be relieved of its obligation to pay any fees that are due and owing under the Agreement through the effective date of termination, unless otherwise stated herein. Neither party shall be liable to the other for any damages resulting solely from termination as permitted herein.

12. MISCELLANEOUS

12.1 Entire Agreement; Heading. The Agreement, the DPA and the Privacy Policy constitute the entire agreement between HERE and Partner with respect to the Mobility Products and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Mobility Products, with the exception of a mutually executed agreement by the parties hereto (whether in hard copy or electronic form) (“Prior Agreement”). In the event of a conflict between the Agreement and any applicable purchase order or other terms, the terms of the Agreement shall govern, with the exception of the Prior Agreement. 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.  Any heading, caption or section title contained herein is inserted for convenience purposes only, and in no way defines or explains any section or provision hereof.

12.2 Amendments. HERE may modify the Agreement at any time with or without notice to Partner; provided, however, that any modification that may have material impact on Partner, shall only be made subject to the parties’ mutual written consent.

12.3 Waiver. Waiver of any right arising from any breach will not be deemed to be a waiver or authorization of any other breach or of any other right arising under the Agreement.

12.4 Severability. If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected thereby and remain valid and enforceable as if such provision had not been set forth herein. The parties agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision.

12.5 Governing Law. The Agreement shall be construed and governed by the substantive laws of (i) The Netherlands if HERE Europe B.V. is the HERE contracting party, or (ii) the State of Illinois (USA) if HERE North America LLC is the HERE contracting party, in either case without giving effect to the conflict of laws provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to the Agreement. If there is a dispute between the parties as to matters covered by the Agreement or the validity, enforceability or interpretation thereof, then (a) if Dutch law applies, the parties irrevocably submit to the exclusive jurisdiction of the courts in Amsterdam; or (b) if Illinois law applies, the parties irrevocably submit to the exclusive jurisdiction of the Illinois State courts in Chicago and U.S. federal courts in the District of Illinois. The provisions of this section shall not prevent either party from seeking immediate injunctive relief in any court of competent jurisdiction.

12.6 Export Control. Partner acknowledges that Mobility Products and any services related to them may be subject to export control restrictions of various countries. Partner shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of Mobility Products or services related to them and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions or consents, where necessary for the re-exportation.

12.7 Assignment. The rights and obligations of each party under the Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other party, which consent will not be unreasonably withheld, except that HERE may assign the Agreement to a parent, subsidiary, or any other affiliates or to an entity that acquires substantially all of its stock, assets, or business.  For purposes of this Section, a change in control of Partner shall be regarded as an assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

12.8 Notices. Any notice given by one party to the other party shall be deemed properly given if specifically acknowledged by the receiving party in writing or when delivered to the recipient by hand, fax or special courier during normal business hours to the addresses set forth at the beginning of the Agreement (or such other address as may be notified in writing from time to time by either party).  Notices to HERE shall be send to: Mobility_legal@here.com. Notices shall be deemed to be received on the first business day following receipt. Each communication and document made or delivered by one party to the other party pursuant to the Agreement shall be in the English language or accompanied by a translation thereof.

12.9 No Third-Party Beneficiaries. The Agreement is between HERE and Partner. No third-party beneficiaries are intended. A person who is not a party to the 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 the Agreement are not subject to the consent of any person that is not a party to the Agreement.

12.10 Relationship of the Parties. In connection with the Agreement, each party is an independent contractor and as such does not have any authority to bind or commit the other.  Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose.

12.11 Force Major. Neither party shall be liable to the other for a failure to perform any of its obligations under the Agreement, except for payment obligations, due to circumstances beyond its reasonable control, provided such party notifies the other of the delay.

12.12 Equitable Relief. It is expressly agreed that a breach by a party of the applicable license granted in the Agreement, an infringement by a party of the Intellectual Property Rights of the other party, or a breach by a party of its confidentiality obligations set forth herein, may cause irreparable harm to the other party which harm cannot be adequately compensated for in damages. Therefore, in addition to any and all remedies available at law, the non-breaching party will be entitled to seek an interim injunction or other interim, equitable remedies, in a court of competent jurisdiction, in the event of any threatened or actual breach or infringement of any or all of the above provisions.

12.13 Anti-Corruption Laws. Each party will comply with all applicable anti-corruption laws, including those that prohibit the promise, the payment, the authorization of, or the giving directly or indirectly of money or things of value to any person or entity for the purpose of inducing or rewarding any favourable action or inaction related to the Agreement or the parties' relationship hereunder. Each party will maintain written, complete, and accurate records for the duration of the Agreement relating to any payments such party make to third parties related to the Agreement or the parties' relationship under the Agreement. Each party will permit inspection of these records for the duration of the Agreement upon reasonable written notice from the other party.

EXHIBIT A

DEFINITIONS

1Affiliate” means: (a) with respect to HERE, HERE International B.V., and any other entity that directly or indirectly is Controlled by HERE International B.V.; and (b) with respect to Partner, any entity that directly or indirectly: (i) is controlled by Partner; (ii) controls Partner; or (iii) is under common control with Partner. An entity is “Controlled” by another if that other entity has 50% or more of votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

2Consumer” means an individual who consumes (or wishes to consume) Mobility Services.

3 “Consumer Data” means all information, data and records of, applicable to and/or relating to Consumer(s) available, provided by and/or provided to Partner as part of the Mobility Products, including without limitation and as applicable, names, email addresses, phone numbers, location information, communications, transactions, and any other information related to Consumers

4 Data” means, collectively, Partner Account Data, Partner Personnel Data, Driver Data and Consumer Data.

5 “Data Protection Laws​” means all applicable laws and regulations, including laws and regulations of the European Union (including the GDPR), the European Economic Area and their member states, Switzerland and the United Kingdom, as applicable to the Processing of Personal Data under the Agreement.

6Driver” means, with respect to each Partner providing Mobility Services, any employee or subcontractor of such Partner who has a vehicle assigned to it as part of such Partner’s mobility fleet and whom such Partner utilizes for the provision of Mobility Services.

Driver Data” means all information, data and records of, applicable to, and/or relating to Driver(s) available to, provided by and/or provided to Partner as part of the Mobility Products, including without limitation and as applicable, names, email addresses (optional), phone numbers, photo (optional), location information, routes, pertinent information about the Driver vehicle, such as the registration information for the vehicle, any Driver identification number supplied by Partner and may also include, if applicable, certain records of a Driver’s historical trip data, such as pick-up and drop-off locations and time stamps, sensor data, account information, usage statistics, and all communications, transactions and any other information related to a Driver’s provision of Mobility Services.

8​GDPR​” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

9HERE” means either (i) HERE Europe B.V. with offices at Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands, if Partner’s official address is in any country within Europe, Russia, the Middle East or Africa, or (ii) HERE North America, LLC with offices at 425 West Randolph Street, 60606 Chicago, Illinois, USA, if Partner’s official address is in any other country.

10 “HERE Website(s)” means any website owned and/or operated by HERE, in whole or in part, including without limitation, the Mobility Business Portal and any other website that includes a login or account creation mechanism and enables Partner to access and view reports and analysis regarding its use of the applicable Mobility Product(s).

11HERE-Controlled Consumer Data” means Consumer Data for which HERE Global is the data controller or independent controller pursuant to a separate agreement between HERE and the applicable Consumer.

12 “Intellectual Property Rights” means all of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) Marks, corporate names, and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data, data compilations and databases (whether or not copyrightable); (d) trade secrets, know-how, and other confidential information; and (e) all other intellectual property rights, in each case, whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and any and all other similar or equivalent proprietary rights, forms of protection provided by applicable law in any jurisdiction throughout the world now or hereafter in force and effect worldwide.

13 “Marks” means trademarks, service marks, trade names, brands, logos and other distinctive identification and/or proprietary indicia.

14 “Marketplace Dispatcher” or “Marketplace Connector” means HERE’s proprietary system that enables Partner to manage, operate, control, optimize and administer its mobility fleet. The Marketplace Connector is intended to be used only in accordance with the Marketplace Dispatcher Additional Terms and Conditions (Annex 1).

15Mobility Business Portal” means a Mobility Website through which Partner may create, manage, customize and view usage data and reports on the Mobility Products it utilizes.

16Mobility Marketplace” means HERE’s proprietary open mobility marketplace that enables the interaction between Consumers, providers of Mobility Services, and providers of access and/or means to consume Mobility Services. The Mobility Marketplace includes the Mobility Marketplace Service Suite(s), the Mobility Marketplace Supply Verticals, and the Marketplace Connector.

17Mobility Marketplace Service Suite(s)” means, the Mobility Marketplace service(s) that Partner may use to make the Mobility Services available to Consumers, as indicated on the Account, which include the Mobility Web Widget (Annex 2), the Mobility Kiosk (Annex 3), the Mobility Demand API (Annex 4), the Mobility SDK (Annex 5) and the Mobility Concierge (Annex 6).

18 “Mobility Marketplace Supply Verticals” means the Mobility Marketplace verticals that Partner may use to make the Mobility Services available to Customers, as indicated on the Account, which include the Taxi and Private Hire Vertical (Annex 7) and the Rental Vertical (Annex 8).

19 “Mobility Products” means the Mobility Marketplace, the HERE Website(s) and all technology, information, data, content, products, tools, mobile applications, software, SDKs and/or APIs, and any associated documentation or materials that are from time to time operated, provided or made available by or on behalf of HERE under or in connection with the Agreement, including without limitation, any data that is available in the Mobility Marketplace and the HERE Website(s) that is made available and used by Partner, Partner Personnel or a Driver and all elements, programming, source art, graphics, images and metadata, together with any associated HERE Marks, Third-Party Software, look and feel of the Mobility Marketplace and the HERE Website(s), any content and technology on or offered through the Mobility Marketplace and the HERE Website(s), all as applicable, and all Intellectual Property Rights in any of the foregoing, including all derivatives thereof conceived or developed by or on behalf of HERE.

20 “Mobility Services” means the transportation and/or rental services provided by Partner (via its mobility fleet) to Consumers through or by using any Mobility Products, including without limitation, the rental of any accessories and/or any other related products or services in combination with the transportation and/or rental services, to Consumers.

21Open Source Software” means: (a) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open-source software (e.g., under the GNU General Public License, GNU Lesser General Public License, Apache Software License, Creative Commons license, Mozilla license, BSD-style license), or pursuant to similar licensing and distribution models; and (b) any software that requires as a condition of use, modification, or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software: (i) be disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no or minimal charge.

22 Partner Account Data” means personal data of Partner and Partner Personnel that relates to Partner’s relationship with HERE, including the names and/or contact information of Partner Personnel who have Partner Personnel Accounts and payment information.

23Partner Materials” means any software, hardware, mobile apps, websites, technology, services, content, information and materials owned and/or legally licensed by Partner which are either provided by Partner to HERE in accordance with the Agreement or integrated by Partner with the Mobility Product(s) or otherwise, including any applicable Intellectual Property Rights and any derivatives thereof.

24Premium Features” means features and/or tools that are not generally available by HERE as part of the Mobility Products, and may only be used by Partner pursuant to a separate agreement with HERE.

25Partner Personnel” means any individual who is an employee or independent contractor of Partner, its Affiliates, or its or their consultants or subcontractors, and who is authorized by Partner to access and/or use the Mobility Products, including the access and use of any administrative features and functionality of the Mobility Products. The rights of Partner Personnel are solely those expressly granted to Partner pursuant to Section 2.3 of the Terms. Conduct by any and all Partner Personnel shall be treated as the conduct of Partner for purposes of Partner’s obligations pursuant to the Agreement.

26Partner Personnel Data” means all information, data and records of, applicable to and/or relating to Partner Personnel available, provided by and/or provided to Partner as part of the Mobility Products, including without limitation and as applicable, names, email addresses, phone numbers, account information such as username and password, usage statistics, and all communications, transactions and all other information associated with each Partner Personnel’s access to and/or use of the Mobility Products.

27 “Ride Tracker” means a web mobile page provided by HERE to Partner as part of the Mobility Marketplace Service Suite(s), as applicable, and which provides the Consumer with the ability to open a link sent to the Consumer via SMS to track the ride the Consumer booked, manage the ride and initiate certain actions with respect to the ride, as available therein.

28Third Party Software” means any content and software or other technology that is owned by a third party and licensed or otherwise provided to a party herein.

Exhibit B

Mobility Products Forbidden Usage Policy

This Mobility Products Forbidden Usage Policy (“Policy”) sets forth the type of activities that Partner may not, directly or indirectly, engage in while accessing and/or using the Mobility Products. “Partner” as used in this Policy also refers to Partner Personnel, the Drivers (if applicable), Partner subcontractors and any other third party accessing and using the Mobility Products on Partner’s behalf, and Partner is solely responsible for the compliance of the Partner Personnel, the Drivers (if applicable) and any third party acting on its behalf with the terms and conditions of this Policy.  

1. Forbidden Usage.

The following activities are collectively classified as Forbidden Usage:

1.1 Illegal, Harmful, Offensive Content or Activities

The Mobility Products may not be used (a) for the purpose of or in connection with any illegal, harmful, fraudulent, infringing or offensive activity, including without limitation, activities that risk national security, or (b) to transmit, store, display, distribute or otherwise make available or endorse content, products or services that are illegal, harmful, fraudulent, infringing or offensive, including without limitation, the following: (i) fraudulent goods, services, schemes or promotions, ponzi and pyramid schemes, stolen goods; (ii) infringing, unlicensed, or counterfeit goods or content; (iii) pornographic, sexual content or sexual services; (iv) obscene, excessively profane, threatening, excessively violent, libelous, gambling-related, or discriminatory, offensive, misleading or deceptive, or encourages or facilitates violence, terrorism, explosives or hazardous materials; (v) abusive, bigoted, racist, ethnically offensive, harmful or hate-related content; (vi) viruses, Trojan horses, worms, time bombs, spyware or malware; (vii) phishing, pharming, or deceptive practices; (viii) encouraging any activity or use of any content that violates any applicable law, rule or regulation, including without limitation, privacy laws and regulations; (ix) hacking the Mobility Products in any manner; (x) for any purpose which or may overburden, impair or disrupt the Mobility Products or its related servers or networks; (xi) in connection with or integrated with, any application, website, product or service that is not pre-approved by HERE; (xii) in any manner that may adversely impact HERE or the Mobility Products; and (xiii) in any manner that is not in compliance with applicable laws, rules and regulations, including without limitation, Data Protection Laws.

1.2 Security Violations or Network Abuse

The Mobility Products may not be used to violate the security or integrity of any IT or telecoms infrastructure, systems, devices, hardware or software, including without limitation, engaging in the following activities: (i) accessing any system without authorization or permission; (ii) probing or attempting to probe, scan, test the vulnerability of, penetrate or to breach any security or authentication measures used by a system; (iii) monitoring of network data or traffic without permission; (iv) spoofing headers or any part of a message describing its origin or route; (v) issuing queries or requests that are not responsive to end user actions; or that are subsequent or automatic follow-up queries related to an initial query or end user action (such as triggering automatic queries based on a search result) or otherwise modifying or appending materials to queries to a Mobility Product); (vi) implementing any automated process or service to access and/or use Mobility Products such as bots, spiders, scrapers and WebCrawler’s; (vii) extracting sales lead information, category-specific business listings, mailing or marketing lists; (viii) executing any kind of denial of service attacks (DoS, DDos); (ix) cryptocurrencies; (x) implementing measures to avoid any use limitations, reporting or accounting systems; (xi) sending of unsolicited e-mail or other messaging, promotions, advertising, or solicitations (like “spam”); and (xii) benchmarking or testing the availability or performance of any Mobility Product.

1.3 Layering and Modifications

Unless otherwise permitted otherwise in this Policy or the Agreement, Partner may not combine datasets with or make any modifications, adaptations, additions or alterations to any Data provided by HERE, except that: (i) Partner may layer on top of HERE map content Partner’s own (first-party) content and third-party content not available from HERE, provided that the origin of the non-HERE content can be distinguished by including correct attribution; (ii) Partner may layer points of interest, visual content and dynamic content including traffic available from a third party on top of HERE map content; and (iii) when HERE launches content similar to the layered content for a particular geographical area, Partner shall use all reasonable endeavours to adopt the HERE content.

1.4 Application Restrictions

Unless otherwise permitted in this Policy or the Agreement, the Mobility Products may not be used in connection with any of the following: (i) a solution capable of integrating Mobility Products (or any information derived therefrom) into a 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 display screens installed in the vehicle (including a windshield display); (ii) a solution stored on a mobile device that is capable of connecting to a vehicle head-unit, in order to transfer or emulate the mobile device’s screen image onto an in-vehicle head-unit display, and allowing the end user to control or operate the mobile device through the vehicle head unit or vice versa; (iii) applications with any systems or functions for automatic or autonomous control of 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; (iv) GIS (Geographic Information Systems) applications, such as applications that analyze, process or visualize (or any combination of them) information in order to manage land use, natural resources, environment, urban or enterprise facilities, communications or utility networks or any other fixed assets; (v) geomarketing applications, such as applications analyzing and displaying geographic, demographic, census and behavioral data to assist end users in understanding and modeling relevant business data and making business decisions, including: marketing analysis and segmentation, customer prospecting and analysis, sales territory analysis and definition or distribution network site selection; (vi) applications which manage unmanned ground or aerial vehicles (such as drones); (vii) ambulances or other emergency response services; (viii) any software application involving a predefined set of rules and goals built for end-user participation, focused primarily on competition and/or amusement; (ix) applications lacking any legally-required and otherwise appropriate instructions, warnings, notices and safety information as required by applicable laws, rules and regulations; (x) applications designed or marketed for use in or with high-risk systems, devices or products that are critical to health or security of people and property; and (xi) applications that contain, display, or link to materials that are otherwise in conflict with this Policy or the Agreement.

1.5 No Caching

Caching or storing any location data for the purpose of building a repository of location assets or scaling one request to serve multiple end-users is prohibited. Partner may not use any Mobility Product in a manner that pre-fetches, caches, or stores data or results, except: (i) as explicitly allowed by the caching headers (HTTP/1.1 standard) returned by the Mobility Products; or (ii) for a limited period of thirty (30) days solely to the extent necessary for enabling or improving Partner’s use of the mobility Products.

1.6 General Restrictions

Partner may not: (i) use the Mobility Products in any demonstration, evaluation, or beta program credentials for any commercial product, service, or solution; (ii) deface, remove, tamper with, alter, or obscure HERE or any third-party branding and/or copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Mobility Products or any other content, materials and documentation provided hereunder; (iii) remove, tamper with, or alter the availability of any HERE terms of use or privacy policy, or any consent mechanism or user notice provided by HERE, as part of the Mobility Products; (iv) interference with, hindering, limiting, or modifying any notices or authorization or consent requests provided by HERE; (v) extract or reutilize the Mobility Products, or modify, adapt, translate, disassemble, decompile or reverse engineer any portion of the Mobility Products (except to the extent explicitly permitted by applicable laws); (vi) create mash-ups, enhanced services or location-based services similar to the Mobility Products; (vii) create a derivative location platform or any product that is competitive with any Mobility Product; (viii) resell, license, distribute or otherwise engage in any business relating to a Mobility Products in territories that are subject to export control restrictions; (ix) degrade or diminish, whether through an act or omission, the perceived quality of the Mobility Products; (x) use or combine any Mobility Product with any other product, content or material that may subject the Mobility Products to any Open Source Software, open database, open data licenses (including ODbL) or other similar licenses where such licenses or terms would (a) cause the disclosure or distribution of the Mobility Products or any part thereof; (b) authorize derivative works of the Mobility Products (or any part thereof); (c) cause redistribution of the Mobility Products (or any part thereof) at no charge, as a condition for use, modification or distribution of such other material; or (d) otherwise restrict or impact the licensing or other use of the Mobility Products (or any part thereof); (xi) use any Mobility Product to report false or misleading information pertaining to traffic incidents, flow or routes; and (xii) express or suggest any endorsement by HERE of the Partner Materials and/or any Third party Software.

1.7 Advertising

Partner may not display third-party advertising or third-party products or services advertising in proximity to any materials licensed from HERE, except that Partner may advertise the Partner Materials provided that such advertisement is in compliance with applicable laws, rules and regulations (including Data Protection Laws) and this Policy.

1.8 Access and Use of Location Data

Partner agrees to comply, in full, with the HERE supplier terms, as may be updated from time to time (“HERE Supplier Terms”), and to include appropriate notices in its application or its product documentation as may be required under the HERE Supplier Terms. 

2. Cooperation and Violation of this Policy

Partner acknowledges and agrees while HERE has no obligation to monitor compliance with this Policy, HERE reserves the right to do so, at its sole discretion. As such, HERE may (i) remove, disable access to, or modify any content or resource that violates this Policy or the Agreement; and (ii) commence legal proceedings for reimbursement of all losses and costs, including, but not limited to, reasonable legal costs resulting from violations of this Policy or the Agreement.

Partner further acknowledges and agrees that HERE may, at its sole discretion: (i) report any activity suspected as violating any applicable law, rule or regulation, to the appropriate law enforcement officials, regulators, or other appropriate third parties. HERE reporting may include disclosure of information that identifies Partner; and (i) take any remedial action if this Policy is violated, and such remedial action may include, without limitation, removing or disabling access to any content that violates this Policy, and suspending or terminating access to the Mobility Products (or any part thereof).

Partner agrees to cooperate, in full, with the appropriate law enforcement agencies, regulators, or other appropriate third parties to assist with investigation and prosecution of any illegal conduct or violation of this Policy and/or any other agreement that HERE may have with Partner for use of any Mobility Product, by providing any information required to investigate such occurrence, including without limitation, providing access to Partner’s network and systems related to alleged violations of this Policy and/or any other agreement that HERE may have with Partner for use of any Mobility Product.

If Partner become aware of any violation of this Policy, Partner will immediately notify HERE of such violation at mobility_support@here.com.

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