GENERAL LICENSE AGREEMENT

1.    LICENSE GRANT.

2.    RESTRICTIONS.

  

3.    FEES AND PAYMENT TERMS.

exclusive of any income taxes calculated on Provider's net income, for which Provider is solely responsible. To the extent that Customer is required by law to withhold taxes based upon Provider’s revenue, or where Customer is subject to withholding taxes based on Customer’s revenue from each Permitted Application that uses the Licensed Materials, subject to subsection 3(b) above, Customer may deduct such tax from the License Fees payable to Provider and remit them to the appropriate government authorities; provided that Customer shall promptly send Provider a certificate showing the payment of such tax.

4.    SUPPORT AND MAINTENANCE.

Provider has no obligation to furnish Customer with technical or other support unless otherwise agreed between the Parties or specified in this Agreement.

5.    USE OF CUSTOMER’S MARKS.

During the Term of this Agreement, Provider and its Affiliates may reference Customer’s trade name, trademark(s) and logo(s) as a Provider customer (collectively, “Customer Marks”) upon Customer’s prior written consent and provided that Provider and its Affiliates comply with Provider’s Partner Guidelines.

6.    USE OF PROVIDER LEGENDS AND MARKS.

or equivalents thereof, in connection with the Location Platform Services and on all other Collateral as specified by Provider; provided that in the event that Customer is unable to obtain [*****] agreement with Provider’s requirements related to the display of Provider Marks, Customer and Provider shall work together in good faith to determine if a reasonable alternative solution is available.

7.    AVAILABILITY.

The availability of features and/or capabilities of the Licensed Materials and/or Location Platform Services may be limited and subject to changes by Provider. The Location Platform Services may not be available in all countries and may be provided only in selected languages. Provider expressly disclaims any representation or warranty that any particular data, feature or capability will be available.

8.    TERMINATION.     

destroy (and certify such destruction of) all related software, backup copies, and all other related materials provided by Provider within thirty (30) days of termination or expiration of this Agreement. Those provisions that naturally survive termination of the Agreement and all accrued rights related to payments shall survive such termination, including but not limited to Sections 3, 8-26 of this Exhibit D.

9.    CONFIDENTIALITY.

Each Party agrees that terms of this Agreement and all business, technical, financial and any other information that it obtains from the other Party is confidential information of the disclosing Party (“Confidential Information”). Except as expressly and unambiguously allowed herein, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the disclosing Party and shall similarly bind its employees in writing. Each Party may disclose Confidential Information of the other to its Affiliates, provided that such Affiliates and the employees of the Affiliate receiving such Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein. Upon termination of this Agreement or upon request of the disclosing Party, the receiving Party will return to the disclosing Party or destroy (and certify such destruction) all Confidential Information of such disclosing Party, all documents and media containing such Confidential Information and any and all copies or extracts thereof. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document: (a) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees, Affiliates or agents; or (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (c) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (d) was independently developed by employees or consultants of the receiving Party without access to Confidential Information; or (e) is required to be disclosed by law or order of court of competent jurisdiction.

10.    INTELLECTUAL PROPERTY RIGHTS.

Enabling Technologies are necessary for the use of the Licensed Materials or otherwise used in connection with the Licensed Materials.

11.    ERROR REPORTING AND FEEDBACK.

Customer shall use commercially reasonable efforts to provide to Provider (i) any information of which it becomes aware concerning errors, problems, complaints, and other matters related to the Licensed Materials and/or Location Platform Services; and (ii) Customer’s feedback and/or suggestions for improvements to the Licensed Materials and/or Location Platform Services (“Feedback”). In addition, Customer shall implement the “Map Reporter” tool made available by Provider (or an equivalent mechanism) to enable End-Users to submit reports of error corrections and/or updates to the HERE Data that is made accessible through the Licensed Materials (“Error Corrections”).

Customer acknowledges and agrees that: (i) Customer shall not retain, acquire or assert any Intellectual Property Right or other right, title or interest in or to the Feedback; (ii) Provider may have similar development ideas to the Feedback and/or Error Corrections; (iii) Feedback and Error Corrections do not contain Confidential Information or proprietary information of Customer or any third party; and (iv) Provider is not under any obligation of confidentiality with respect to the Feedback and/or Error Corrections. In view of the foregoing, Customer grants Provider and Provider’s Affiliates an exclusive, transferable, irrevocable, free-of-charge, sublicensable and perpetual right to use Feedback and any Error Corrections in any manner and for any purpose.

12.    REPRESENTATIONS AND WARRANTIES.

13.    INDEMNITY.

event that Provider is unable to perform (i) or (ii) under commercially reasonable terms, request Customer to discontinue use of the Licensed Materials in whole or in part, subject to a refund by Provider of the pro-rated amount of the License Fees received by Provider from Customer for the affected sale of the Permitted Application from the date of Provider’s receipt of notice from Customer in accordance with Section 13(c)(i) above.

14.    LIMITATION OF LIABILITY.

of use of the Licensed Materials outside the scope of the license grant in Section 7 of the Agreement (License Grant) either party’s breach of Section 9 of these General Terms (Confidentiality), or claims arising out of either party’s violation of applicable laws or regulations.

15.    NOTICES.

All notices under this Agreement must be in writing and delivered by hand or nationally recognized overnight express mail addressed at the address of the Party set forth in the beginning of the Agreement, or at such other address as either Party shall have furnished to the other in writing. Such notices shall be effective (a) if sent by overnight express mail, two (2) business days after mailing, and (b) if sent otherwise, upon proven receipt.

16.    ASSIGNMENT.

The rights and obligations of each Party under this 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 Provider may assign this Agreement to an Affiliate or any entity that acquires substantially all of its respective stock, assets or business. Any transfer or assignment attempted in contravention of this Section 16 shall be void.

  

17.    AUDIT.

Customer will maintain accurate records regarding its use of the Licensed Materials and for the calculation of License Fees and other charges for [*****] after the relevant payment due dates. Provider may once annually, at its own expense, audit at Customer’s premises Customer’s records which are reasonably necessary, as determined by Provider in good faith, to verify the License Fees and other charges and Customer’s compliance with the terms of this Agreement. Customer shall provide Provider access to Customer’s records no later than [*****] following receipt of written notice of the audit from Provider. Any audit will occur within [*****] following the due date of the applicable License Fees. Provider will treat such records as Confidential Information. If an audit determines that the amounts due during the applicable period exceed payments actually made by [*****] or more, then Customer will reimburse Provider the cost of the audit, and pay Provider the License Fees and other charges due, plus the interest specified in Section 3 (Fees and Payment Terms) within [*****] of completion of the audit.

 

18.    SEVERABILITY.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall be unaffected 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.

19.    WAIVER.

No waiver will be deemed effective unless set forth in writing and signed by the Party charged with such waiver, and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under this Agreement.

20.    LIMITATION ON ACTION.

Except for any breach of Customer’s payment obligations or any unauthorized use of Provider’s Intellectual Property Rights, any and all claims arising from or in connection with any breach of this Agreement must be brought [*****] or such [*****] as required by mandatory applicable law, from the date of discovery of such breach.

21.    FORCE MAJEURE.

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

22.    RELATIONSHIP.

This Agreement is between Provider and Customer. For the sake of clarity, “Provider” shall not include Nokia Corporation, Nokia Siemens Networks or Nokia, Inc. and the Parties acknowledge that such entities are not Parties of this Agreement. No third party beneficiaries are intended. In connection with this 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.

23.    PUBLICITY.

All media releases, public announcements and public disclosures relating to the terms or existence of this Agreement must be approved in writing by the other Party prior to their release unless the disclosure is required by applicable law, provided that in the case of required legal disclosure, the disclosing Party will provide to the other Party prompt notice of such required disclosure and comply with any protective order imposed on such disclosure.

24.     GOVERNING LAW AND DISPUTE RESOLUTION.

This Agreement shall be construed and governed by the substantive laws of the State of Illinois 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 this Agreement. If there is a dispute between the Parties as to matters covered by this Agreement, or the validity, enforceability or interpretation thereof (each, a “Dispute”), each Party irrevocably submits to the exclusive jurisdiction of the Illinois State courts in Chicago and U.S. federal courts in the District of Illinois for the purpose of any suit, action or other proceeding arising under this Agreement.

25.    ENTIRE AGREEMENT.

This Agreement, together with all of the documents referenced herein, constitute the entire agreement between the Parties regarding the subject matter hereof. This Agreement supersedes all prior oral or written communications, representations, undertakings and agreements of the Parties relating thereto and prevails over any conflicting or additional terms of any quote, order, acknowledgement, purchase order or similar communication. This Agreement may be modified or amended only by a written amendment duly executed by the Parties. This Agreement may be executed in counterparts, each of which is an original but all of which together constitute one instrument.

“Affiliate” with respect to Provider means, HERE Holding Corporation, any entity that directly or indirectly is controlled by HERE Holding Corporation, HERE International B.V., and any entity that directly or indirectly is controlled by HERE International B.V. and (B) to Customer means, any entity that (i) directly or indirectly is controlled by or controls such Party or (ii) is under common control with such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (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.

“Enabling Technologies” means any underlying, enabling or other technologies which are not wholly part of the Licensed Materials, including but not limited to operating systems, communication protocols and cellular and other radio connectivity technologies (e.g. GSM, UMTS, CDMA, LTE, WLAN 802.11, Wimax), positioning technologies (e.g. A-GPS), hardware, user interfaces (e.g. screen based interaction), near field communication technologies (e.g. NFC) and video coding technologies (e.g. MPEG-4 AVC, MPEG-4 Visual, VC-1, VP8).

“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.

“Laws” means all applicable foreign, federal, state, provincial and local statutes, orders and regulations, including but not limited to privacy and import/export laws, and those of any governmental agency, as the foregoing may change from time to time.