HERE Location Platform flow-down terms

1.             Definitions:

1.1           “Affiliate” means (i) with respect to HERE, HERE International B.V. and any entity that directly or indirectly is Controlled by HERE International B.V. and (ii) with respect to Customer, any entity that directly or indirectly (a) is Controlled by Customer; (b) Controls Customer; or (c) is under common Control with Customer; (iii) “Control” means a situation in which an entity (the “Controlling” entity), in relation to another entity (the “Controlled” entity), (a) has fifty percent (50%) or more of votes in such entity, (b) is able to direct its affairs and/or (c) controls the composition of its board of directors or equivalent body.

1.2           “Agreement” means the terms and conditions and the Schedule A and any specifically identified specifications for the licence of the Licensed Materials entered into between CACI Limited (“CACI”)and Customer;      

1.3           “Asset” means a person (including an end user), animal, device, cargo, means of transportation, vehicle or any other moveable object.

1.4           “Asset Management” means, in relation to an Asset, the location, tracking, display on a map, provision of directions or deriving of analytics.

1.5           “Customer” means the Client as defined in the Agreement above.

1.6           Consumer” Service Terms” means the terms and conditions found at https://legal.here.com/en-gb/terms which the Customer shall provide to its users in addition to the Here Policies.

1.7           “Data” means the Base Map Data and Additional Content set forth in the Supplement.

1.8           “HERE Policies” means the B2C end user terms at https://legal.here.com or the B2B terms at https://legal.here.com/terms/b2bserviceterms, as context may require, the HERE Acceptable Use Policy (currently at https:/legal.here.com/acceptable-use-policy), General Content Supplier Terms and Notices at https://legal.here.com/terms/general-content-supplier-terms-and-notices, and HERE Privacy Policy (currently available at https://legal.here.com/privacy).

1.9           “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trademark law, whether registered or unregistered, and any and all other similar proprietary rights, as well as any and all applications, renewals, extensions, divisionals, continuations, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

1.10         “Internal Business Use” means the application by and for the benefit of the business set out in Schedule A of the licence agreement which includes use by its employees, contractors and agents of that business but  specifically excludes use of such application by the business’s consumers and the general public.

1.11         “Licensed Materials” means:

• HERE JavaScript API;
• HERE Rest APIs; and
• All HERE Mobile SDKs

All provided as further described at https://developer.here.com/ or in additional documentation provided by CACI from time to time.

1.12         “Managed Asset” means an Asset that is capable of being (i) located, tracked or displayed on a map, (ii) provided directions or series of waypoints, (iii) have associated analytics derived by using the HERE Licensed Materials in a customer application or service for business purposes; or (iv) be operated using Platooning calculations.

1.13         “Marks” means trademarks, logos, service marks, trade names and similar designations.

1.14         “Other HERE Materials” means software, data, location or other content that HERE generally makes commercially available for use by its customers and that HERE has not already licensed to Customer for commercial use, subject to HERE’s additional evaluation terms and conditions (if any).

1.15         “Permitted Use Case shall mean the definition included at section 6 of Schedule A of the Agreement at “Purpose”.  

1.16         “Route Guidance” means the provision of individual manoeuvres along a calculated route in real time, including alerts

1.17         “Services” means the HERE Location Services, which return Results to End Users through the applicable Licensed Materials, excluding mainland China.

1.18         “Vehicle Platooning” or “Platooning” means the grouping, managing, operating and/or optimizing (or any possible combination of the aforementioned) a plurality of vehicles together into a platoon by using navigation and other available data to optimize the efficiencies of operating the vehicles together as a platoon, generating platooning plans (pre-scheduled or ad-hoc) based on platoon routes, planned platoon stops, and a platoon target arrival time generated in response to the associated preferences.

2.             Licence Grants

2.1           Licence Rights. Subject to Customer’s compliance with the Here Policies, Consumer Service Terms and the terms of the Agreement, Customer is granted a non-exclusive, non-transferable, non-sublicensable (unless otherwise permitted herein), revocable (for breach and at termination of this Agreement), limited licence for Internal Business Use only during the Term to:

2.1.1        develop software, websites or comparable products and/or services that makes use of the Licenced Materials (each such product or service an “Application”) for the Permitted Use Case.

2.2           HERE Policies. Customer’s use of the Licensed Materials and its Applications must comply with all HERE Policies.

3.             Changes to Licenced Materials

3.1           CACI will inform Customer of changes to Documentation when HERE publishes updated copies. Customer acknowledges that HERE may change or discontinue any of the beta, evaluation or demonstration uses of Data at any time.

3.2           Except where a faster response is required to mitigate an emergency or threat to HERE’s operations, to comply with applicable laws, to respond to requests or demands of a government or regulatory entity or concerning third party privacy or intellectual property rights, Customer acknowledges HERE may change, discontinue limit or remove functionality of certain Licenced Materials at any time. CACI will work in good faith with Customer to mitigate any material disruption to the Licenced Materials resulting from changes made pursuant to this clause 3.2.

4.             Restrictions and Storage of Results

4.1           Neither HERE’s Electronic Horizon feature, nor HERE’s Geovisualization REST API, nor HERE’s Tracking API are licensed to Customer.

4.2           Managed Assets may not be operated using Platooning calculations.

4.3           Storage of Results is permitted within the Application for the Permitted Use Case(s) for the Term of the Licence as specified above.

4.4           UBI/Telematics applications are only permitted to analyse historical, completed journeys and exclude real-time tracking and providing real-time alerts or feedback loop to the Asset.

5.             Use of Marks

5.1           HERE Marks. Customer shall publish HERE’s Marks adjacent to Data or Results, in accordance with HERE brand guidance located at https://brandlive.here.com/. Customer may not remove any trademark symbols (®, ™ & etc.) affixed to or included in Data or Results delivered through Licensed Materials. Customer must indicate that HERE is the owner of HERE Marks. All goodwill from the use of HERE Marks inures to HERE.

6.             Intellectual Property Rights

6.1           Except as explicitly granted in clause 2.1 of these Third Party Supplier Terms, no other rights or licenses, express or implied, are granted under the Agreement, including any technologies that may be necessary for the use or enablement of the Licensed Materials by Customer. No ownership of any Intellectual Property Rights relating to the Licensed Materials, HERE Marks or any other product, service, information or material provided by HERE to Customer is assigned or transferred to Customer. The structure, organization, and code of the Licensed Materials and the products and services provided by HERE are the valuable trade secrets and Confidential Information of HERE, its licensors and/or Affiliates.

7.             Warranties; Exclusion of Warranties

7.1           Customer represents and warrants that it is not a party identified on any governmental or export exclusion lists.

7.2           EXCEPT AS OTHERWISE PROVIDED IN THE HERE TERMS AND CONDITIONS, THE LICENSED MATERIALS AND ANY HERE PRODUCTS AND HERE SERVICES ARE PROVIDED ON AN “AS IS,” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. HERE, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY THAT THE LICENSED MATERIALS OR SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. HERE, ITS AFFILIATES AND THEIR LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LICENSED MATERIALS OR SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY IMPLIED WARRANTIES ARISING FROM LAW, COURSE OF DEALING, PERFORMANCE OR OTHERWISE.

8              Indemnity

8.1           Each Party (“Indemnitor”) agrees to defend, indemnify and hold harmless the other Party and its Affiliates, contractors and suppliers (each, an “Indemnitee”) from and against all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of Indemnitor’s infringement or violation of any Intellectual Property Rights by paying the amounts Indemnitee is obligated to pay to the third party in accordance with a final judgment or settlement of the claims.

8.2           The indemnification obligations of the each Party specified above is subject to the following conditions: Indemnitee must (i) promptly notify the Indemnitor in writing; (ii) give the Indemnitor control over the defence of such claims; (iii) reasonably cooperate in the defence at Indemnitor’s expense, and (iv) not enter into any settlement and/or to acknowledge any liability without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. Notwithstanding subsection (ii), Indemnitee may, at its own expense, select its own counsel to independently monitor and participate in any such defence.

8.3           If HERE informs CACI that action is needed to avoid potential infringement, HERE will inform CACI if it chooses, at its expense to: (i) procure for Customer the continued right to the Licensed Materials; (ii) replace or modify the Licensed Materials, in whole or in part with functionally equivalent Licensed Materials, or (iii) request Customer to discontinue use of the Licensed Materials, in whole or in part, subject to a refund by HERE of the pro-rated amount of the Fees for the discontinued Licensed Materials received by HERE from CACI.

8.4           Customer acknowledges that the indemnity set out in clause 8.1 does not apply to (i) any use or combination of the Licensed Materials with software, services, technologies or other material provided by or on behalf of Customer by a party other than HERE; (ii) any unauthorized modification of the Licensed Materials, or modifications done by HERE pursuant to a Customer specification; (iii) Customer continuing any allegedly infringing activity after being notified of any such allegedly infringing activity or after being informed of or provided with replacement Licensed Materials that would have avoided the alleged infringement; (iv) Customer’s breach of the license restrictions and rights granted under the Agreement; (v) the Application except where the claim is based wholly on the Licensed Materials; or (vi) any dispute between Customer and one of its subcontractors or sublicensees.

8.5           Notwithstanding anything to the contrary in the Agreement, this clause 8 shall be the sole and exclusive remedy for Customer by HERE regarding third party Intellectual Property Rights infringement claims.

9.             Limitation of Liability

9.1           Except as set out in clause 8, each party’s liability is set out in the Agreement.

10.           General Audit

10.1         Customer will keep records which are reasonably necessary, in good faith, to verify the Fees and scope of use and distribution of Licensed Materials (“Records”). HERE may inspect records to verify Customer’s compliance with the Agreement, including but not limited to Fees, on Customer’s premises, without causing unreasonable disruption, 30 days following receipt of written notice. Any inspection will occur within three (3) years following the due date of the applicable Fee and will be at HERE’s expense, except if the inspection shows any underpayment for the period of 5% or more, then Customer will also reimburse the costs of the audit. Customer shall pay the underpayment plus interest and other sums owed within 30 days of the completion of the inspection.

11.           Error Reporting and Feedback

11.1         If Customer provides any information concerning errors, problems, complaints, or requests new features related to the Licensed Materials, Customer grants HERE and HERE’s Affiliates a nonexclusive, transferable, irrevocable, free-of-charge, sublicensable and perpetual right to use that information in any manner and for any purpose.

12.           Miscellaneous

12.2         Export Control. Customer agrees to comply with all applicable export control and sanctions laws and regulations of the United States of America, of member States of the European Union, and any other relevant country (“Export Control Laws”). Customer will not violate, and will not cause HERE to violate, any Export Control Laws (e.g., by shipping or supplying goods or services to or from sanctioned countries). Licenses or other authorizations required for the export of Customer’s goods or services will be the responsibility of Customer.

12.3         U.S. Bankruptcy Act. All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code.

12.4         Governing Law. The Agreement shall be construed and governed by the substantive laws of the Netherlands if HERE Europe B.V. is the signatory; and by the substantive laws of the State of Illinois, USA, if HERE North America LLC is the signatory, without giving effect to any conflict of law provisions. The United Nations Convention of Contracts for the International Sale of Goods is not applicable to the Agreement.

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