HERE Mobility for Business Terms
These SoMo for Business General Terms and Conditions (“Terms”) are hereby accepted and agreed to by the company identified within the HERE Mobile App for Business sign-up process (“Company” or “you”) and HERE Global B.V., a company incorporated in The Netherlands (“HERE”, “us” or “we”). These Terms constitute a legally binding agreement by and between Company and HERE. These Terms set forth the terms and conditions according to which Company may create a corporate account (“Corporate Account”) and access and use the Services (as defined below).
If you do not agree to be bound by the terms and conditions of these Terms, you may not use or access the Services in any manner. Company’s access to and use of the HERE Mobility App is subject to these Terms, as may be modified or updated by us from time to time. Each such modification and/or update shall be effective upon posting of the updated Terms on the HERE Mobility App. You agree that we will provide you with notice of any such modifications or updates to the email that is associated with your Corporate Account, or via your Corporate Account. You agree to keep your Account information you shared with us up-to-date. We urge you to regularly review your Corporate Account, Terms and the DPA for updates from HERE. Continued access and/or use of the Services or the HERE Mobility App after any such modifications or updates shall constitute Company’s consent to such changes.
You acknowledge that the Services are currently in beta mode and are provided “as is” without ant warranty of guaranty that you use them at your own risk. As such, the Services are not fully supported, may have bugs and may be subject to additional terms and conditions.
1. Definitions. The following terms, as may be used in these Terms, shall have the meanings set forth below:
“Administrator(s)” means individual(s) that Company designates as its representative(s) in its Corporate Account.
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having fifty per cent (50%) or more of the voting stock or other ownership interest, the majority of the voting rights of such entity, and/or is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
“Company Corporate Account Data” means Personal Data of Company that relates to Company’s relationship with HERE including payment information, as well as the full names, phone numbers, email addresses (if relevant), home addresses (if relevant) and any other relevant information of the Administrators and Users.
“Data Protection Law” means all laws and regulations applicable to the personal data under these Terms, including, but not limited to, as applicable the laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the EU General Data Protection Regulation (2016/679) (GDPR), the California Consumer Privacy Act (CCPA) and locally relevant privacy laws.
“Documentation” means any manuals, guides, documentation and other supporting materials related to the Services that we make generally available to our customers. Documentation is considered part of the Services.
“HERE Mobility App” means HERE’s proprietary mobile application(s) including without limitation, SoMo and/or website(s) that enable the use of the Services, as may be updated by HERE from time to time.
“Intellectual Property Rights” means patent rights and inventions (including, without limitation, patent applications and disclosures), copyrights, trade secrets, Marks, know-how and any 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.
“Marks” mean trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia.
“Order Form” means the written or electronic form you use to order the Services from us. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of these Terms.
“Personal Data” means any information in connection with these Terms that can reasonably be used to identify an individual, or that may otherwise be considered personal data.
“Reports” mean any data or reports that we provide or make available to you as part of your access and use of the Services. Reports are considered part of the Services.
“User” means an individual, over the age of 18, authorized by the Company to link to the Company’s Corporate Account and charge the Company for Rides.
“User Costs” means the costs and expenses incurred by Users for Rides including without limitation, taxi or other fares, extras and applicable taxes where required by law and as applicable additional fees, tolls, surcharges, processing fees and tips any applicable tolls, fees or charges that may be due in connection with the Rides such as cancellation fees or damage fees.
“User Terms” means the terms and conditions applicable to all Users of the Services, available at https://somo.com/terms-of-use/en-uk, as may be updated by HERE from time to time.
“Rides” means the transportation services booked by Users via the Services, whether cancelled or completed.
“Services” means HERE’s technology services that are made available by HERE to Company via the HERE Mobility App and the Corporate Account intended to enable: (i) Users to request transportation services from independent third-party providers (“Transport Providers”), and (ii) Company, via its Administrators, to manage and analyze the Company’s Corporate Account and the usage by Users of Rides, obtaining Reports and utilizing other services as may be available thereto.
“Services Fees” means the service fees for subscription, use and access to the Services applicable to Company’s use of the Services, if any, as agreed to between HERE and Company.
Capitalized terms used but not otherwise defined in these Terms shall have the respective meanings ascribed to such terms in the DPA.
2. Services Description.
The Services provide Company with the ability to manage its personnel’s business-related transportation usage, including to: (i) create a Corporate Account and view Reports, (ii) set Administrators for its Corporate Account, (iii) determine the look and feel of the HERE Mobility App to the extent applicable, and (iv) manage business transportation services inter-alia via creating and managing designated list(s) of Users to enable different applicable business transport expense permissions via its Corporate Account including without limitation, expense Rides to these Users’ Mobility Account.
The Rides that your users’ book and executed via the Services are fully and entirely your responsibility. You acknowledge and agree that HERE is merely the provider of the Services. HERE does not provide transportation services. All transportation services booked via the Services are provided by Transport Providers. HERE has no authority, supervision or agency relationship with any Transport Providers. HERE is not, under any circumstances, a party to transportation services agreements. We cannot ensure that a driver or a Transport Provider will comply with the terms set forth in these Terms, complete an arranged Ride, or adhere to his/her arrangement with you or your Users. Additionally, we have no control over the quality or safety of the transportation services that occur as a result of or in connection with the Services. We have no control or responsibility regarding any negligent or intentional act of the driver and/or the Transport Providers.
When Users use the Services to book Rides with Transport Providers, you understand that each such booking and Rides are subject to the terms and pricing of the relevant Transport Providers and will result in costs to you. The User Costs are entirely your responsibility and are part of your engagement with the Transport Providers whose services the Users book via the Services regardless of your awareness of such User Costs or the amounts thereof. In addition, you acknowledge and agree that: (i) when the Users seek and book Rides, they may be presented with an estimated fare for the Rides they are booking; and (ii) this estimated fare is determined solely by the Transport Providers and is a mere estimation. The actual User Costs you will be required to pay may vary substantially (upward or downward) as determined in the sole discretion of the relevant Transport Providers whose transportation services the Users book and may be dependent on multiple factors, including without limitation traffic and road conditions, the time of travel, number of travellers, luggage pieces etc. If you or a User want to cancel a Ride booked by a User, please refer to the cancellation policy of the relevant Transport Provider with whom the User booked the Ride. You may also be charged a cancellation fee as determined by the applicable Transport Provider if the User fails to show up after h/she booked a Ride.
HERE is under no obligation to verify the identity of the Transport Providers (and/or their the drivers in their fleets) and is not and shall not be liable for: (i) the compliance with all applicable laws and regulations by third-party providers of transportation services; (ii) the accuracy, completeness, reliability or error-free of the third-party providers of transportation services’ information, details and/or descriptions; or (iii) any act or omission of your Users, Administrators or any third-party provider of transportation services’ in connection with the Services.
The Services may also provide you with the ability to choose to present to your Users information about available public transportation and the route to the location where your Users can use the public transportation of their choice. Please note that HERE relies on third-party resources, including for example third party public transportation service providers, to obtain route, location and timetable information and is not responsible for the accuracy, reliability, completeness or error-free nature of this information. You, and not HERE, are solely and exclusively responsible for all information (including its accuracy, reliability, safety, and fitness for purpose) presented or uploaded by you to the Services.
The Services provide you with the ability to invite Users to use the Services in connection with your Corporate Account. If any of your Users does not have the HERE Mobility App already installed on their mobile device, s/he will receive an SMS (text message) or any other form of invitation prompting them to download and use the HERE Mobility App. You are responsible for ensuring that the contact information you add to the Services complies with all applicable laws, including laws related to spam and equivalent laws governing the sending of text messages to consumers, applicable privacy and use of Personal Data (including the Personal Data of minors). You acknowledge that any invitations sent to non-users of the Services are initiated by you, you choose which Users to invite, and when to send the text message or other form of invitation to them. We are not responsible for the invitations you send through your Corporate Account or otherwise. By adding Administrators to your Corporate Account and Users to the Services, you represent and warrant that you are entitled to use, and grant us the right to use, your Administrators’ and Users’ information as described in these Terms.
You acknowledge that we reserve the right – at any time, and without notice or liability to you – to upgrade, update, modify, improve and/or discontinue the Services, or any part of them, temporarily or permanently provided that such modification does not materially reduce any of the features or functionality of the Services. We may modify the Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
3. Corporate Account.
3.1 Access to the Services. When you register for the Services and accept these Terms, a Corporate Account will be created for you. Your Corporate Account will provide you with the ability to access and use the Services, which include access to the HERE Mobility App. The Company shall designate one or more Administrators for its Corporate Account. The Corporate Account will enable Company to (a) assign Administrators for the Corporate Account and see their list; (b) enable User(s) to expense a Ride to their Mobility Account and see their list; (c) view detailed Ride information, which may include, without limitation, Users’ names together with their status, pick-up address and drop-off address, trip route, distance, duration, trip ID and User Costs (“Ride Data”), (d) prepare (if applicable) and review activity reports using the Ride Data, (e) upon its availability, add and remove Administrators and/or Users, (f) upon its availability, manage and update the Company credit card on file, (g) upon its availability, review and manage payment statements, (h) upon its availability, settle outstanding balances on the Corporate Account, and (k) communicate with the HERE support team. HERE reserves the exclusive right at any time to add, remove and update features and functionality of the Corporate Account, or change the settings and/or appearance of the Corporate Account or any elements thereof. HERE agrees to use commercially reasonable efforts to make the Corporate Account available to Company as set forth herein.
3.2 Administration. Company (and not HERE) is solely responsible for maintaining the status of the Administrators and Users. Company agrees to (a) maintain all its Corporate Account login credentials in confidence and that the Administrators shall safeguard and maintain the confidentiality of its Corporate Account, (b) only permit Administrator(s) to access its Corporate Account, and (c) update, as necessary, all information set forth in its Corporate Account, including and if applicable, the contact details of the lead Administrator and other Administrators to ensure that it is true, accurate, complete, and up-to-date. Company shall be responsible for all activity that occurs under its Corporate Account. Company agrees to notify HERE, immediately if its Corporate Account has been compromised, or if Company has reason to believe that its Corporate Account has been compromised. HERE reserves the right to suspend or terminate the access to the Company’s Corporate Account to any Administrator, if any information provided as part of the Corporate Account is or becomes inaccurate, false or misleading. Without limiting any other terms of these Terms, if Company (or its Administrators) does not access its Corporate Account for a consecutive period of six (6) months or more, HERE may disable its Corporate Account or suspend access to it without notice.
3.3 Users and Administrators Updates. Company is solely responsibility for keeping and maintaining an accurate list of its current Users and Administrators, including Users authorized to expense User Costs to its Mobility Account. HERE may review the current list of Users and Administrators, as may be the case, from time to time, to maintain and support the Services and to ensure compliance with these Terms.
3.4 Responsibility for Administrator and User Activity. Company is solely responsible for all activities in its Corporate Account, including without limitation, all activities of its Administrators, Users, and User Costs incurred by Users in connection with their Mobility Accounts, regardless of whether such User Costs were authorized by Company or not. Further, Company agrees that it will be fully responsible for all activities or transactions conducted in its Corporate Account, even if Company were not aware of them, including without limitation, any failed or unsuccessful attempt by Company to remove a User or Administrator, as may be the case, which resulted in User Costs to Company, any User Costs incurred due to fraudulent or other unpermitted activity via or in connection with the Corporate Account. Company shall notify HERE promptly upon discovery of fraudulent or unpermitted activity occurring under its Corporate Account.
3.5 Restrictions. Company agrees to use its Corporate Account solely as set forth in these Terms. Company shall not, and shall not authorize any third party to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Services and/or HERE Mobility App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Services and/or HERE Mobility App to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Costs for any usage of the Services, or (d) impose any additional fees or charges on any User related to use of the HERE Mobility App and/or Services HERE reserves all rights not expressly granted to Company or a third party, including Users and/or Administrators, hereunder.
For any questions or concerns regarding your Corporate Account, please contact us at: email@example.com
4.1 During the term of these Terms, HERE hereby grants you a limited, free of charge, revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable license to: (i) access and use the Services and any content, materials, graphics, audiovisual files, processes and code, features, functionality, the maps provided as part of the Services, and products or services accessible on or through the Services (collectively, “Content”), and (ii) use and display the HERE Marks associated with the Services. You acknowledge and agree that the Services and the Content are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services, the Content and/or HERE Marks under these Terms, or any other rights thereto other than to use the Services, the Content and/or HERE Marks in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. All use of the HERE Marks by Company will be in accordance with HERE brand guidelines (if any) and pre-approved by HERE. All goodwill related to Company’s use of HERE Marks shall inure solely to the benefit of HERE. When using or displaying the HERE Marks, the Company is required to create a link or other reference to HERE. The Services, the Content and the HERE Marks will at all times remain the exclusive property of HERE. Except as expressly set forth herein, HERE does not, and shall not be deemed to, grant you any license or rights under any Intellectual Property Rights. All rights not granted herein are expressly reserved by HERE.
4.2 License Restrictions. Company (and/or any third party on its behalf, including without limitation, the Administrators) shall not:(a) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content, the Services, the HERE Marks 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 Services, the HERE Marks or any part thereof; (c) remove, delete, alter, or obscure any trademarks or any Intellectual Property Rights notices from the Content, the Services, including any copy thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Content, the Services, the HERE Marks, or any features or functionality of the Services to any individual or third party for any reason (except to invite Administrators and/or Users to use the Services), or make the Services available on a network where it is capable of being accessed by any third party; (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 Services, 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 Services or any other Company product or service; (g) engage in or encourage any activity or use of content that violates any 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, libelous, 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 Services, 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 Services, or any part thereof, or the servers or networks that host the Services or make the Services 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 Services, or any part thereof; (m) frame or mirror any part of the Content and/or the Services, or any part thereof, without our prior express written consent; (n) transfer or assign your Corporate 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 Services; (p) interfere with the operation of the Content and/or the Services, including disrupting service or network connectivity or sending malicious code, malware, or other harmful software designed to impair the functionality of the Services or any part thereof; (q) infringe any third-party rights, including Intellectual Property Rights, rights of publicity or privacy; (r) use the Content, the Services and/or the HERE Marks in any way not expressly permitted by these Terms; and/or (s) use the Content, the Services or any part thereof in any way that may harm HERE and its Affiliates or benefits a competitor of HERE and its Affiliates.
5. Proprietary Rights.
5.1 Ownership. HERE and its Affiliates are and shall remain the owners of all right, title and interest in and to the Services, the HERE Mobility App, the Content, HERE Personal Data and all upgrades, updates, corrections, new versions, and enhancements thereto and all Intellectual Property Rights related thereto (including without limitation, Company Marks) and all related Documentation and materials provided or made available to Company or any proposed or current Administrator in connection with these Terms. 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 Services and/or the Content. 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. HERE and Company acknowledge and agree that these Terms do not entail or include any development of technology, content, media or other Intellectual Property Right by either party for the other party. It is hereby agreed that any development activities relating to any technology, content, media or other Intellectual Property Right shall only be made subject to a separate written agreement executed by the parties prior to the commencement of any such activities. Unless otherwise specified in these Terms, HERE may, and Company hereby grants to HERE the limited, non-exclusive, royalty-free and fully-paid up, non-transferable (except in connection with Section 13.5 of these Terms) right and license to, refer to Company as one of HERE’s customers and use Company’s logo as part of such reference, provided that HERE complies with any trademark usage requirements notified to it by Company.
5.2 Feedback. Company acknowledges that any suggestions, comments, or other feedback that Company, the Administrators and/or Users provide to us with respect to the Services or any other HERE product or service (collectively, “Feedback”) will be owned by HERE, including all Intellectual Property Rights therein, and will be and become HERE’s Confidential Information (as defined below). Company acknowledges and agrees that we will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback in an anonymous aggregated manner as we see fit, without obligation or restriction of any kind.
6. Privacy and Data.
6.1 Data Protection Addendum. The parties agree that the DPA available at: _____________ sets forth the applicable terms and conditions regarding the roles and obligations of Company and HERE with respect to the collection and processing of Personal Data. The parties agree that the subject matter, nature and purpose of the processing of Personal Data is the access and use of Services in accordance with these Terms. The types of Personal Data being processed and the categories of Data Subjects are related to the Corporate Account data, Administrators’ and Users’ Personal Data. HERE may use the information collected from the Services for the following general purposes: to customize and improve the Services; to prevent potentially prohibited or illegal activities; to enforce its legal rights; and as otherwise contemplated under the DPA.
6.2 Compliance. Company shall comply with and shall be responsible for, each of its Administrators’ and Users’ compliance with all Data Protection Laws with respect to the applicable Personal Data and information that is provided to or by, or made available to or by, Company and/or is under its control. In addition, Company represents and warrants that it shall: (i) establish a legal basis including and where required, obtain all consents and approvals and make all notices (as applicable), required for Company to share the Personal Data of the Administrators and Users with HERE and for HERE to Process such Personal Data for the purposes set forth herein; (ii) obtain its Administrators’ and Users’ Personal Data in an accurate manner and in accordance with Data Protection Law; (iii) update any changes to Administrators’ and Users’ Personal Data and notify HERE of same; and (iv) obtain all consents and approvals from and make all notices to (as applicable) the Users, required for HERE to provide Company with the Users route information for the Rides charged by each such User to his/her Mobility Account.
6.3 License to HERE. While using the Services, Corporate Account data, certain Administrators’ and Users’ Personal Data shall be made available to HERE. Company hereby grants HERE a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store such Corporate Account data, Administrators’ and Users’ Personal Data in order to (i) provide the Services to Company; and (ii) administer and make improvements to the Services.
7.1 Services Fees. The Services Fees due to HERE and payable by Company shall be stated in an applicable Order Form that shall be executed between the parties. HERE will provide Company with an invoice on a monthly basis. Company agrees to pay HERE all Services Fees under each applicable invoice in full, without deduction or setoff of any kind, in the currency set forth in the Order Form, within 30 days of the date of the invoice. HERE will send all invoices to the email address associated with your Corporate Account, or such other address as set forth in the applicable Order Form.
7.2 User Costs.
7.2.1 All User Costs shall be paid by Company in the ordinary course of use of the Services. You will receive a monthly invoice that includes information about the Rides, and the actual User Costs you paid. If you wish to receive an invoice, please contact us at: firstname.lastname@example.org.
7.2.2 We are not responsible for setting or determining the cancellation policy and/or fee that may be set by the respective Transport Provider and the exact amount of the cancellation fee will vary from one Transport Provider to another in accordance with their cancellation policy.
7.2.3 If a Transport Provider informs us that a User has materially damaged the vehicle used to provide the User with the Ride, you agree to pay to the Transport Provider a “Damage Fee” depending on the extent of the damage the User has caused (as determined by the Transport Provider in its sole discretion) toward vehicle repair or cleaning. We reserve the right (but are not obligated) to verify or otherwise require documentation of damages prior to processing any Damage Fee.
7.3 Payments Terms.
7.3.1 Payment of the Services Fees and the User Costs (together, “Fees”) shall be made by credit card associated with the Company’s Corporate Account. By providing a valid credit card for payment of the Fees, Company represents and warrants that: (i) it is legally authorized to provide such information; (b) it is legally authorized or has permission to make payments using the credit card; (c) this action does not violate any applicable law, rule or regulation; and (d) it expressly authorizes all Fees to be charged to such credit card, including recurring payments billed on a per Ride bases or Services Fees on a monthly basis. Recurring Services Fees are billed to the credit card associated with the Company’s Corporate Account monthly in advance for Services in the following month. User Costs are billed to the credit card associated with the Company’s Corporate Account once the Ride has been cancelled or completed. Each party shall be responsible for its costs and expenses associated with its performance under these Terms. Credit card payments are subject to the approval of the card issuer, and we will not be liable in any way if a card issuer refuses to accept a credit card for any reason. Company is responsible for any credit card chargeback or similar fees for refused or rejected payments that we are entitled to charge under these Terms. If the credit card associated with Company’s Corporate Account is declined or fails for any reason, we may send Company a notice using the contact information associated with its Corporate Account. We may continue to attempt charging Company’s credit card for outstanding charges and additional fees along with any other rights and remedies available to us under these Terms at law or in equity. Unless otherwise expressly set forth herein, amounts payable under these Terms are nonrefundable.
7.3.2 When we collect your payment (which may be via one or in more transactions), such collection will be made on the Transport Providers’ behalf as their limited payment collection agent. In such cases, your payment of the User Costs to us satisfies and shall be considered the same as your payment obligation made directly by you to the relevant Transport Provider whose services the Users use.
7.3.3 Company acknowledges and agrees that all User Costs are facilitated through third-party payment processing service(s) providers (“Payment Providers”) that provide payment services to us in connection with the Services, including with respect to (a) collection of funds in connection with Rides; (b) remittance of funds to Transport Providers in connection with completed or cancelled Rides; and (c) protection against fraud, unauthorized transactions (such as money laundering), claims or other liabilities in connection with making payments via the Services. In addition, we, through our Payment Providers, reserve the right to cancel booked Rides or place funds on hold for any suspected fraudulent transactions made in connection with the Services.
Payment Providers may also collect such other information as necessary for proposes of processing withdrawal payments. Please see our Privacy Notice for more information.
7.3.4 When you add a new payment method, or with each Ride request, we may require authorization of your selected payment method to verify it, ensure the Ride cost will be covered and protect against unauthorized behaviour. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your bank account, you may be subject to overdraft or Non-Sufficient Funds (NSF) charges by the bank or entity issuing your debit or prepaid card. We are not responsible for these charges and are unable to assist you in recovering them from your bank or issuer.
7.7 Payment Disputes. Company can raise payment disputes with HERE via email to email@example.com (“Dispute Notice”). Each Dispute Notice shall clearly identify the specific amounts with respect to which the dispute is raised and provide a clear rationale for the dispute. Any payment due from Company to HERE with respect to any such dispute may be excluded from the payments process until the dispute is resolved. The parties shall have 60 days in which to resolve the dispute, and if no resolution is reached, the matter shall be escalated to the appropriate commercial and sales representatives of the parties. If these representatives are unable to resolve the dispute within 30 days, it will be further escalated to the management level of each party and, if agreement is still not reached within 30 additional days, then the parties agree that Company may initiate action with the applicable issuing bank.
7.3 Late Payment. If you do not pay us on time for any Services Fees and/or User Costs, in addition to any other rights we may have at law or in equity (including, without limitation, our rights to suspend your access to the Services and terminate your Corporate Account, we reserve the right to charge you interest on past due amounts at 1.5% per month or the highest interest rate allowed by law, whichever is less.
7.4 Taxes. All rates, Fees and charges due to HERE hereunder are inclusive of applicable taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT), and Company agrees to be responsible for the payment of any such taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT), except for taxes based on HERE’s income. Taxes may vary based on jurisdiction. Taxes will be adjusted on the date in which those increases become effective as mandated by competent authority. Unless you provide proof of exemption to us, we will invoice you for all applicable sales, VAT or similar taxes, itemized separately.
7.5 Auto-renewal. If your Corporate Account is set to auto-renewal, we may then charge it automatically at the end of the then-current subscription term, unless you notify us that you want to cancel or disable your auto-renewal subscription in accordance with the terms of Section 12 hereof.
7.8 Corporate Account Suspension. HERE reserves the right to immediately suspend Company’s and its Administrators access to Company’s Corporate Account and suspend Users access to the Services, in the event of any unpaid and due Services Fees and/or User Costs. HERE further reserves the right to pursue any and all remedies available to it under applicable law, in the event of any unpaid and due Services Fees or User Costs hereunder. Following full payment of any such Services Fees and/or User Costs, HERE shall remove the suspension and allow access to Company, Administrators and Users, as applicable, to the Company’s Corporate Account and Services, at HERE’s sole discretion.
All business, technical, operational, financial or otherwise confidential and proprietary information or materials provided by one party to the other in connection with these Terms shall be treated as confidential information, whether orally or in physical form (“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 these Terms 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 these Terms.
9. Warranties; Disclaimer.
9.1 Mutual Warranties. Each party hereby represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (b) it has all requisite power and authority to enter into these Terms, deliver these Terms and perform its obligations hereunder; and (c) it’s acceptance of these Terms, as well as its performance of its obligations as set forth in these Terms, does not and will not conflict with or violate any other agreement to which it is a party.
9.2 Company Warranties. Company represents and warrants that it (a) has all rights and consents, where necessary, to provide HERE with the Company Personal Data and any other information provided to HERE hereunder in connection with the Services; (b) is aware that the Services are not available for Users under the age of 18 and shall not allow or permit any individuals to access and use the Services if they are under the age of 18; (c) will use its Corporate Account solely for legitimate business purposes including business expense, processing, accounting, and budgeting purposes; (d) is in compliance and shall remain in compliance during the Term hereof, with all applicable local, city, state, federal, national, and international laws, rules and regulations, including those relating to data protection, privacy, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security; (e) will only share and provide access to its Corporate Account to Administrators and other Company personnel who have a business need to access its Corporate Account; (f) has all rights and title to the Company Marks provided to HERE pursuant to these Terms (to the extent applicable) and the Company Marks will not infringe or otherwise violate the Intellectual Property Rights, rights of publicity or other proprietary rights of any third party; (g) is not a government or quasi-government entity, or otherwise owned, controlled by, or created by a government entity; (h) it is not a party identified on any governmental export exclusion lists; (i) 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 these Terms including as set forth under the DPA and as required by law; and (j) is not insolvent under the laws of any jurisdiction in which it operates or is unable to pay, or has stopped paying, its debts as they fall due or is in liquidation, administration, receivership, winding up, bankruptcy or a similar insolvency process
9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, HERE PROVIDES THE SERVICES INCLUDING WITHOUT LIMITATION, THE CORPORATE ACCOUNT, THE HERE MOBILITY APP AND THE CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND. HERE DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE SERVICES INCLUDING WITHOUT LIMITATION, THE HERE MOBILITY APP, THE CONTENT AND THE CORPORATE ACCOUNT WILL MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES INCLUDING WITHOUT LIMITATION, THE HERE MOBILITY APP, THE CONTENT AND THE CORPORATE ACCOUNT WILL BE UNINTERRUPTED OR ERROR-FREE. HERE HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THESE TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE SERVICES INCLUDING WITHOUT LIMITATION, THE HERE MOBILITY APP, THE CONTENT AND THE CORPORATE ACCOUNT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED HEREUNDER ARE MERELY TECHNOLOGY SERVICES THAT ENABLE, INTER ALIA, ACCESS TO REQUESTED GROUND TRANSPORTATION SERVICES PROVIDED BY TRANSPORT PROVIDERS. HERE IS NOT A PROVIDER OF TRANSPORTATION SERVICES. HERE DOES NOT GUARANTEE THE AVAILABILITY OF TRANSPORTATION SERVICES, ON-TIME ARRIVALS OF TRANSPORTATION PROVIDERS OR DEPARTURES THEREOF, OR ANY OTHER SERVICE LEVELS RELATED TO THE SERVICES PROVIDED BY TRANSPORT PROVIDERS THAT MAY BE OBTAINED AND/OR BOOKED VIA THE SERVICES.
Company (“Indemnifying Party”) will, at its sole expense, indemnify, defend (or settle, at Company’s option and expense and subject to HERE’s prior approval as set forth below) and hold harmless HERE, its Affiliates and their respective directors, officers, employees, agents, successors and assigns (“Indemnified Party”) against all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third-party claim including without limitation, a claim of an Administrator or User arising out of or related to (i) a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party’s representations or warranties set forth in these Terms including without limitation under the DPA; (ii) any tortuous act of an Indemnifying Party in connection with the use of the Services; (iii) the infringement of a third party’s Intellectual Property Rights by the Indemnifying Party; or (iv) inaccurate information provided by the Indemnifying Party regarding its Administrators or Users. The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will: (i) assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party, and (ii) not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Party’s cost and expense.
11. Limitation of Liability
OTHER THAN WITH RESPECT TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS, (ii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 8 HEREIN, OR, (iii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 9 HEREIN, (A) IN NO EVENT SHALL HERE OR COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY COLLECTIVELY ARISING OUT OF THESE TERMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF HERE OR COMPANY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE COLLECTIVELY UNDER THESE TERMS FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) FIFTY THOUSAND DOLLARS ($50,000), AND (Y) THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO HERE HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY. THIS SECTION (LIMITATION OF LIABILITY) WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. Term and Termination.
These Terms shall commence upon Company’s acceptance of them and shall remain in force and effect until terminated as set forth herein (“Term”). In addition to the termination rights set forth elsewhere in these Terms, either party may terminate these Terms with or without cause upon five (5) days’ prior written notice to the other party. In addition to the foregoing, HERE shall have the right to suspend and/or terminate these Terms with immediate effect by giving written notice to the Company in the event that the Company breaches any of its obligations, representations or warranties set forth in these Terms. The termination of these Terms shall not affect any accrued rights or liabilities of HERE nor any other rights of HERE in relation to the matter in giving rise to the termination nor shall it affect the coming into force or the continuance in force of any provisions of these Terms which are expressly intended to come into or continue in force on or after such termination. Upon the termination of these Terms: (a) all rights and licenses granted herein shall terminate immediately, and Company shall cease all use of the Services (including without limitation its Corporate Account); (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, Company shall remove any access to and/or connection with the Services from its systems. No termination will affect Company’s obligation to pay all Services Fees that may have become due before such termination or entitle Company to any refund. It is hereby further agreed and acknowledged that upon termination of these Terms, HERE may, at its sole discretion, disable Company’s continued access to or use of its Corporate Account. Neither party shall be liable to the other for any damages resulting solely from termination as permitted herein. All outstanding payment obligations and Sections 1, 5, 6-13 of these Terms shall survive the termination of these Terms.
13.1 These Terms including the DPA constitute the entire agreement between HERE and Company with respect to the subject matter hereof and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to it. 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.
13.2 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 these Terms.
13.3 If any provision of these Terms 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.
13.3 These Terms shall be construed and governed by the substantive laws of The Netherlands, without giving effect to the conflict of law’s provisions. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to these Terms. If there is a dispute between the parties as to matters covered by these Terms, or the validity, enforceability or interpretation thereof, then the parties irrevocably submit to the exclusive jurisdiction of the courts in Amsterdam. The provisions of this section shall not prevent HERE from seeking immediate injunctive relief in any court of competent jurisdiction.
13.4 Company acknowledges that Services and the HERE Mobility App may be subject to export control restrictions of various countries. Company shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of Services and the HERE Mobility App and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions or consents, where necessary for the re-exportation.
13.5 The rights and obligations of each party under these Terms 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 these Terms to any Affiliate or to an entity that acquires substantially all of its stock, assets, or business. For purposes of this Section, a change in control of Company 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.
13.6 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 these Terms (or such other address as may be notified in writing from time to time by either party). Notices to HERE shall be sent 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 these Terms shall be in the English language or accompanied by a translation thereof.
13.7 These Terms are between HERE and Company. No third-party beneficiaries are intended. A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms. Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under these Terms are not subject to the consent of any person that is not a party to these Terms.
13.8 In connection with these Terms, 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.
13.10 Neither party shall be liable to the other for a failure to perform any of its obligations under these Terms, except for payment obligations, due to circumstances beyond its reasonable control, provided such party notifies the other of the delay.
13.11 It is expressly agreed that a breach by Company of the licenses granted in these Terms, an infringement by Company of HERE’s Intellectual Property Rights, or a breach by a party of its confidentiality obligations set forth herein, may cause irreparable harm to HERE which harm cannot be adequately compensated for in damages. Therefore, in addition to any and all remedies available at law, HERE 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.
13.12 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 these Terms or the parties' relationship hereunder.