License Agreement Related to HERE Forward Geocoder ("HERE Forward Geocoder") NOTICE TO USER ("LICENSEE"): THIS AGREEMENT GOVERNS USE BY LICENSEES OF THE HERE FORWARD GEOCODER DESCRIBED HEREIN. LICENSEE AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO ACCEPT THESE TERMS, SUBSCRIBING TO USE OR BY USING THE HERE FORWARD GEOCODER, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT USES THE HERE FORWARD GEOCODER AND ANY PERSON OR ENTITY (E.G., A SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT USES THE HERE FORWARD GEOCODER ON ANOTHER PERSON'S OR ENTITY'S BEHALF. This agreement shall apply only to the HERE Forward Geocoder, as provided by HERE through the AWS marketplace and to which Licensee has obtained a valid subscription regardless of whether other software, technologies, products, services or otherwise are referred to or described herein or necessary for the use of the HERE Forward Geocoder. Licensee may have another written agreement with HERE that supplements or supersedes all or portions of this agreement. In that case such other agreement must make an express reference to this agreement. 1. Definitions. "Access Credentials" means application identifiers and access codes as provided by HERE for the use of the HERE Forward Geocoder after Licensee's subscription on the AWS marketplace to the HERE Forward Geocoder. "Amazon" means Amazon.com, Inc., 1200 12th Avenue South, Suite 1200, Seattle, Washington 98144. "API" means an application programming interface. "Application" means Licensee's application that integrates the API for purposes of providing the HERE Forward Geocoder services to End Users. "Authorized Users" means employees and individual contractors (e.g., temporary employees) of Licensee. "AWS marketplace" means the Amazon Web Services website that holds (among other services) services by 3rd party sellers to allow Licensees to subscribe to those services directly with the seller. "Documentation" means developer guides and other manuals or technical publications, as applicable, supplied in connection with validly subscribed HERE Forward Geocoder relating to the integration and use of the HERE Forward Geocoder. "End User" means a person who receives Results through an Application. "End User Terms" means the end user terms (for business End Users as set out at https://legal.here.com/terms/b2bserviceterms/en), the HERE privacy policy and other end user communications provided by HERE or as set forth at https://legal.here.com/. "HERE" means HERE North America LLC, located at 425 W. Randolph, Chicago, IL 60606-1530, U.S.A. "HERE Forward Geocoder" means HERE Forward Geocoder offered through the AWS marketplace as SaaS that can be run on the Amazon Web Services environment licensed on a per-Request basis and, the Results provided by the HERE Forward Geocoder and Access Credentials. "Result" means each unique delivery of information delivered to an Application in response to a Request. "Request" means each call made to the HERE Forward Geocoder services to request Results as initiated by an End User using the Application. "Software as a Service" or "SaaS" means an online product or service that is made available on the internet - through an API (in this case RESTful API). "Supplier Terms" means the third party supplier requirements related to the HERE Forward Geocoder services set forth at or linked through https://legal.here.com/terms/supplier-requirements/hlpdevelopers/. 2. License. 2.1 Subject to the terms and conditions of this agreement and Licensee's compliance therewith, HERE grants Licensee a nonexclusive, non-transferable, non-sublicenseable, limited and revocable license to integrate the HERE Forward Geocoder API to Applications. 2.2 Outsourcing. Licensee may allow Authorized Users to access the API for the purposes set out in 2.1 above and to operate, market and distribute the Application on Licensee's behalf, provided that: (a) Licensee is responsible for ensuring that any such Authorize User agrees to abide by and fully complies with the terms of this agreement; (b) Such use is only in relation to Licensee's direct beneficial business purposes as restricted herein; (c) Licensee shall remain fully liable for any and all acts or omissions by the Authorized User related to this agreement and their compliance with this agreement and Licensee shall remain liable hereunder for any such acts or omissions and compliance as if Licensee had breached this agreement itself. 2.3 Documentation. Licensee may make and distribute copies of the Documentation for use by Authorized Users in connection with the licenses granted herein and in accordance with this agreement. Any permitted copy of the Documentation that Licensee makes must contain the same copyright and other proprietary notices that appear on or in the Documentation. 2.4 Except as otherwise expressly authorized herein, Licensee shall not otherwise use HERE's name, logos or other HERE trademarks to market the Application. 2.5 No Transfer. Licensee shall not sublicense, assign or transfer any HERE materials or the HERE Forward Geocoder or Licensee's rights to the same, or authorize any portion of the same to be copied onto or accessed from another individual or entity except as may be explicitly provided in this agreement. 3. Delivery. The HERE Forward Geocoder services will be made available as SaaS via a RESTful API. Subscription and cancellation for that service has to be triggered by Licensee in AWS marketplace. After that step Licensee will be forwarded to a HERE site where Licensee has to register for the Geocoder service and is will be provided with Access Credentials to enable access to the HERE Forward Geocoder service. Contractual relationship will be between Licensee and HERE. AWS marketplace acts as a marketplace between both parties and is (among other things) responsible for billing and payment for HERE Forward Geocoder services on behalf of HERE according the terms and conditions applicable to the AWS marketplace between Licensee and Amazon. Licensee is only allowed to make use of the HERE Forward Geocoder by using the specific URL endpoints provided in the Developer Guide. Any other HERE endpoints are not allowed to be used by licensees coming through the AWS marketplace. 4. Access Credentials. HERE issues Access Credentials to Licensee for each Application. Licensee shall ensure that unique Access Credentials are used for each Application. Any use of the HERE Forward Geocoder services through Access Credentials issued to Licensee shall be considered use by Licensee. Licensee agrees to take due care in protecting such Access Credentials against misuse by others and to promptly notify HERE about any misuse and loss of Access Credentials. If Licensee breaches the security measures established by HERE, HERE may suspend Licensee's access to the Services. 5. Requests and Results. 5.1 Licensee shall not: (i) issue 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 Request based on an End User's search result) or otherwise modify such End User queries; (ii) perform load testing, performance testing, health check testing or any other testing that may adversely impact any HERE services without HERE's express prior written consent. 5.2 The Results must be used according to the intended flow by following the links made available within the Result and such links shall only be accessed by deliberate and specific End User interaction. No shortcuts or automatic means to access the links or other information within the Results may be implemented. All Results and HERE materials and services must be used in accordance with the Documentation and this agreement. Licensee shall not use Results for printing or screenshots or embedding into documents for distribution. 6. Advertising. Licensee may not display advertising in conjunction with Results. Licensee may, however, promote Licensee's own products and services within the Results. Licensee's own products and services are such that the Licensee promotes and markets for its own account. Third party advertisements are not allowed. 7. Caching. Caching or storing of Results for the purpose of building a repository of assets (e.g. satellite imagery or weather information) or scaling one Request to serve multiple End Users is prohibited. Licensee may not use Results in a manner that pre-fetches, caches, or stores them, except for (a) as explicitly allowed by the caching headers (HTTP/1.1 standard) returned by the HERE Forward Geocoder services; and (b) Results may be stored or cached for no more than 30 days only to the extent necessary for enabling or improving an End User's use of the Results for the Application for which the Results have been initially generated and in no case for other use cases. 8. Use of Non-HERE Content with Services, Layering. 8.1 Licensee may not use or combine any third party content with the HERE Forward Geocoder services (or any part or Result thereof), provided, however, Licensee may layer, but not combine, Licensee's own content on imagery Results (including maps), if any provided by HERE, provided that such Licensee's own content is presented or displayed as an independent transparent image and provides proper attribution of the source of such content. 8.2 Licensee may not use or combine third party content with the HERE Forward Geocoder services (or any part or Result thereof) nor may the HERE Forward Geocoder services (or any part or Result thereof) be displayed on a third party map. 8.3 When HERE launches content similar to the content layered by the Licensee for that particular geographical area, Licensee may continue using such layered content instead of the HERE content. However, Licensee shall use all reasonable endeavors to adopt the HERE content. Licensee is not permitted to use both the content layered by Licensee and similar HERE content concurrently for the same particular geographical area. 8.4 Notwithstanding anything to the contrary in this agreement, Licensee may not use or combine the HERE Forward Geocoder services (or any part or Result thereof), with any other content, services or code that may subject the HERE Forward Geocoder services (or any part or Result thereof) to any open source or open data licenses (e.g., OSM) or public domain where such licenses or terms would (a) cause the disclosure or distribution of the HERE Forward Geocoder services (or any part or Result thereof); (b) result in licensing of the HERE Forward Geocoder services (or any part or Result thereof), for the purpose of making derivative works; (c) cause redistribution of the HERE Forward Geocoder services (or any part or Result thereof) at no charge, as a condition for use, modification or distribution of such other content, services or code; or (d) otherwise restrict or impact the licensing or other use of the HERE Forward Geocoder services (or any part or Result thereof). 9. End User Terms and Supplier Terms. 9.1 HERE End User Terms. Licensee shall ensure that (i) the End User Terms are made available to End Users in connection with the Applications; and (ii) each End User accepts the End User Terms in such a manner that the End User Terms are enforceable by HERE. 9.2 Licensee End User Terms. Licensee shall provide End Users with end user terms (including a privacy policy) appropriate for the Application and that comply with applicable laws. Such end user terms or the Application (or both), as applicable, must at least include the following: all legally required and otherwise appropriate instructions, warnings, notices and safety information related to the Application and its use, and provisions regarding Licensee's collection and processing of End Users' personal data (if any). 9.3 Changes to End User Terms and Implementation. HERE reserves the right to amend or replace End User Terms from time to time. HERE reserves the right to (i) review the situations where and the manner in which Licensee obtains acceptance to the End User Terms or the Licensee end user terms; (ii) require Licensee to change the implementation of acceptances; and (iii) acquire or require Licensee to acquire additional consents from End Users if deemed necessary by HERE. Licensee understands that these requirements are of material importance and hereby agrees to follow instructions from HERE. 9.4 U.S. Government End Users. Applications for U.S. Government end users or any other entity seeking or applying rights similar to those customarily claimed by the United States government, shall include the following: "[insert 'HERE products and services' or such other name that Licensee uses specifically to refer to products and services licensed by HERE] (hereinafter "Covered Products and Services") is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with [insert the name of the terms/conditions in which this notice is included]", and each copy of Covered Products and Services delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice: NOTICE OF USE CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: HERE CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 425 W. Randolph St., Chicago, Illinois 60606 These Covered Products and Services are a commercial item as defined in FAR 2.101 and is subject to [insert the name of the terms/conditions in which this notice is included] under which these Covered Products and Services were provided. (c) 1987 - 20XX HERE - All rights reserved. If the contracting officer, federal government agency, or any federal official refuses to use the legend provided herein, the contracting officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Covered Products and Services. 9.5 Supplier Terms. HERE may be obliged to pass through certain Supplier Terms. HERE reserves the right to amend or replace the Supplier Terms from time to time. Licensee shall comply with all such Supplier Terms. 10. Restrictions. Unless otherwise expressly set out elsewhere in this agreement, the following shall apply: (a) Licensee shall not make available the API, the HERE Forward Geocoder services (or any part or Result thereof) to any third party (including any Licensee affiliates and subcontractors). (b) Licensee shall always use the latest version of the API made available by HERE to Licensee. (c) Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, as applicable, of all or any portion of the API, the HERE Forward Geocoder services (or any part or Result thereof). (d) Licensee shall not use the HERE Materials in any way that could risk the API, the HERE Forward Geocoder services (or any part or Result thereof) becoming subject to open source licenses or public domain. (e) Licensee shall not create mash-ups, enhanced services or similar, if such will result in (i) the creation of a derivative location platform or content product that is competitive with a substantially similar product or service of HERE; (ii) the degradation of the perceived quality of HERE Forward Geocoder services or any information derived therefrom; or (iii) the incorrect attribution of any information derived from the HERE Forward Geocoder services. (f) Licensee shall not use the HERE Forward Geocoder services or any information derived therefrom to generate sales lead information in the form of ASCII or other text-formatted lists of category-specific business listings which include complete mailing address for each business, and contain a substantial portion of such listings for a particular county, city, state, or zip code region. (g) Licensee shall not use the HERE Forward Geocoder services or any information derived therefrom except as explicitly permitted in this agreement. (h) Licensee shall not combine, incorporate, utilize, or distribute the HERE Forward Geocoder services (or any part or Result thereof) with or in connection with any product, system or other materials or data which, alone or in combination with such HERE materials or related services, violates any other person's rights. (i) Licensee shall not tamper with HERE or third party branding or copyright information, if any, in or provided with the API, Documentation, HERE Forward Geocoder services (or any part or Result thereof). (j) Licensee shall not use the API, Documentation, HERE Forward Geocoder services (or any part or Result thereof) in connection with any unlawful, offensive, obscene, pornographic, harassing, libelous or otherwise inappropriate content, material or purpose. 11. Applications. 11.1 Licensee shall provide each End User with any legally required and otherwise appropriate instructions, warnings, notices and safety information related to the Application and its use. The Application shall not be designed or marketed for use in or with high risk systems, devices or products that are critical to health or security of people or property. The Licensee acknowledges and agrees that Licensee alone is responsible for the Application and its use as well as compliance by the Application and its use, marketing and offering, including with regulatory approvals and permits. 11.2 Applications That Are Not Permitted Applications shall not include any of the following unless expressly agreed otherwise in writing: (a) Vehicle Integrated applications, where "Vehicle Integrated" means that a solution is capable of interacting with a vehicle system, or any component thereof, to enable, assist or augment the delivery of HERE Mmaterials or related services (or any information derived therefrom) through such solution to an end user, 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). A Vehicle integrated solution includes (i) where such solution is 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 (ii) allowing the end user to control or operate the mobile device through the vehicle head unit or vice versa; (b) 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; (c) GIS (geographic information systems) applications, which means an application that analyzes, processes or visualizes (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; (d) Geomarketing applications, which means 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: (i) marketing analysis and segmentation, (ii) customer prospecting and analysis, (iii) sales territory analysis and definition or (iv) distribution network site selection; (e) applications for or to manage unmanned aerial vehicles (such as drones); (f) applications with or for fleet management which means applications such as asset tracking (including movement or location of an asset), asset dispatch, and applications that track or manage any assets (for example, private or commercial transportation applications, including taxi and vehicle-for-hire applications,) and usage based insurance and telematics applications for collecting and analyzing historical driving information related to an asset; and (g) Route Guidance applications, where "Route Guidance" means functionality for real-time provisioning of individual maneuvers of a calculated route such that the maneuvers are presented to the end user, or the end user is alerted to the maneuvers, in any manner synchronized with the end user's position along such route, including: calculating the end user's position as the end user traverses the route and communicating a maneuver to the end user as the end user approaches the location pertaining to such maneuver. 12. Support, Maintenance, Availability, Error Reporting, Feedback 12.1 Support by Licensee Licensee must provide reasonable support and maintenance to its customers and the Application. 12.2 Support and Maintenance, Changes to the HERE Forward Geocoder Service Unless and only to the extent otherwise explicitly stated in this agreement HERE has no obligation to provide Licensee or End Users with any support or maintenance. HERE may change, improve and correct the HERE Forward Geocoder, the API and the Documentation from time to time. HERE may, but is not obliged to, provide updates, upgrades or modifications to the same. If so instructed by HERE, Licensee may not continue using a previous version of any of the HERE Forward Geocoder, the API and the Documentation and the use of a previous version may be prevented. HERE has no obligation to provide maintenance, bug fixes, patches or updates to any of the HERE Forward Geocoder, the API and the Documentation. To the extent such are provided, they shall be deemed part of the applicable HERE Forward Geocoder, the API or the Documentation. 12.2 Service Levels HERE will use commercially reasonable efforts to maintain a reasonable service availability. If availability falls below a reasonable service availability, HERE will use reasonable commercial efforts to restore operation. HERE may change and suspend its commitments under the service levels if Licensee exceeds any use limits, such as transaction limits or Request Per Second (RPS) limits set forth in this agreement (including any subscription the Licensee has subscribed to on AWS marketplace or otherwise). The current RPS limit for the HERE Forward Geocoder is 50. HERE may change this upon reasonable notice. Any statements regarding service availability do not apply to features, functionalities and options identified as excluded from service levels in this agreement (including any subscription the Licensee has subscribed to on AWS marketplace or otherwise). Upon HERE introducing new items to the HERE Forward Geocoder Service (if any), HERE may similarly exclude such new items from the service. 12.3 Monitoring HERE will monitor the performance using automated tools or utilities developed or configured by HERE or contracted with external third parties to validate availability. 12.4 Availability The HERE Forward Geocoder or Results (or both) may not be available in or for all countries or territories and may be provided only in selected languages. HERE expressly disclaims any representation or warranty that any particular data, feature or capability will be available. 12.5 Licensee may provide HERE with Feedback. Licensee acknowledges and agrees that: (i) Licensee shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) HERE may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information of Licensee or any third party; and (iv) HERE is not under any obligation of confidentiality with respect to the Feedback. If the foregoing is not legally possible, then Licensee grants HERE and HERE affiliates an exclusive, transferable, irrevocable, free-ofcharge, fully paid up, sub-licensable and perpetual right to use the Feedback in any manner and for any purpose. "Feedback" means information concerning errors, problems, complaints, and other matters related to HERE products and services and feedback and suggestions for improvements or changes to same. 13. Warranties; Exclusion of Implied Warranties. 13.1 Licensee represents and warrants that: (i) use of the API, Documentation, HERE Forward Geocoder services (or any part or Result thereof) shall be in compliance with this agreement, any documentation, technical guidelines and other requirements as HERE may provide from time to time; (ii) it shall 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; (iii) the Application shall not contain or distribute any viruses, spam, malware or any other malicious software programs, technology or content that may harm or disrupt the operation of the HERE Forward Geocoder services; and (iv) it shall exercise all legally required care and diligence in connection with the design, manufacture, workmanship, testing, distribution and operation of the Application. 13.2 EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, THE API, DOCUMENTATION, HERE FORWARD GEOCODER SERVICES (OR ANY PART OR RESULT THEREOF) ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS; HERE, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY THAT THE API, DOCUMENTATION, HERE FORWARD GEOCODER SERVICES (OR ANY PART OR RESULT THEREOF) OR ANY HERE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT DEFECTS IN THE SAME WILL BE CORRECTED; AND 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 API, DOCUMENTATION, HERE FORWARD GEOCODER SERVICES (OR ANY PART OR RESULT THEREOF), 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. 14. Export Rules. 14.1 Licensee acknowledges that the API, Documentation, Here Forward Geocoder services (or any part or Result thereof) is subject to the U.S. Export Administration Regulations and other export laws including those of other countries or the European Union (the "EU"), restrictions, and regulations (collectively, the "Export Laws") and that Licensee will comply with the Export Laws. Licensee also acknowledges that the HERE materials and services may not be distributed or made available in violation of sanctions administered by the U.S. and other countries, the EU, or the United Nations. Licensee will not ship, transfer, transmit, export, or re-export the HERE materials and services, directly or indirectly, to: (a) any countries that are subject to US export restrictions or sanctions (currently including, but not necessarily limited to, and subject to change, Crimea, Cuba, Iran, North Korea, Sudan, and Syria) (each, an "Embargoed Country"), (b) any End User whom Licensee knows or has reason to believe will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a "Prohibited Use"), or (c) any End User who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a "Sanctioned Party"). In addition, Licensee is responsible for complying with any local laws in its jurisdiction which may impact Licensee's right to import, export or use the HERE materials and services. 14.2 Licensee represents and warrants that (i) it is not a citizen of, or located within, an Embargoed Country, (ii) it will not use the HERE materials and services for a Prohibited Use, and (iii) it is not a Sanctioned Party. All rights granted in this agreement are on condition that such rights are forfeited if Licensee fails to comply with the terms of this agreement. 15. Intellectual Property Rights. The API, Documentation, HERE Forward Geocoder services (or any part or Result thereof) and copies, if any authorized by HERE, are the intellectual property of and are owned by HERE, its affiliates and their suppliers. The structure, organization and code of the HERE Forward Geocoder are the valuable trade secrets and confidential information of HERE, its affiliates and their suppliers. The HERE Forward Geocoder is protected by intellectual property rights laws, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this agreement does not grant Licensee any intellectual property rights in the API, Documentation or the HERE Geocoder and all rights not expressly granted are reserved by HERE. Except as explicitly granted herein, no other rights, licenses, releases, covenants not to sue or other rights or immunities, express or implied, by estoppels or otherwise are granted by HERE to Licensee under this agreement. Notwithstanding anything to the contrary in this agreement, no rights or licenses, whether express or implied, are granted by HERE any technologies that may be necessary for the use of the API, Documentation or the HERE Geocoder services (e.g., operating systems, communication protocols or cellular technologies). 16. LIMITATIONS AND EXCLUSIONS OF LIABILITY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL HERE OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY EVEN IF A HERE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. HERE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF EITHER FIVE HUNDERED UNITED STATES DOLLARS ($500) OR THE AGGREGATE AMOUNT PAID BY LICENSEE FOR THE SUBSCRIPTION TO THE HERE FORWARD GEOCODER SERVICES. THIS LIMITATION WILL APPLY EVEN IF HERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO LICENSEE. IN NO EVENT SHALL THE LICENSEE HAVE RIGHT TO ANY IMPLIED INDEMNITY. 17. INDEMNITY LICENSEE SHALL DEFEND, INDEMNIFY, AND HOLD HERE AND ITS AFFILIATES AND SUPPLIERS HARMLESS FROM AND AGAINST ANY CLAIMS OR LAWSUITS, INCLUDING REASONABLE ATTORNEYS' FEES, THAT RELATE TO THE USE, MARKETING, SALE OR DISTRIBUTION OF APPLICATIONS. 18. Governing Law and Jurisdiction. This agreement, each transaction entered into hereunder, and all matters arising from or related to this agreement (including its validity and interpretation), will be governed and enforced by and construed in accordance with the substantive laws in force in the state of Illinois, USA. 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 related to this agreement, or the validity, enforceability or interpretation thereof, such dispute shall be submitted to the competent court in the State of Illinois, USA without prejudice to parties' right to appeal. The provisions of this section shall not prevent either party from seeking immediate injunctive relief in any court of competent jurisdiction. 19. Severability; Entire Agreement. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which shall remain valid and enforceable according to its terms. Updates and upgrades, if any, may be licensed to Licensee by HERE with additional or different terms. The English version of this agreement shall be the version used when interpreting or construing this agreement if made available in any other language. This is the entire agreement between HERE and Licensee relating to the HERE Forward Geocoder and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the HERE Forward Geocoder. 20. Term and Termination. This agreement shall remain in effect until either (a) any material breach of this agreement by Licensee occurs, (b) Licensee's cancellation of the HERE Forward Geocoder subscription on AWS marketplace or c) if HERE terminates Licensee's subscription for convenience, which HERE may do at any time without liability to Licensee. Upon the occurrence of a or b, above, this agreement shall automatically terminate. Upon termination of this agreement for any reason, Licensee shall discontinue use of the API, Documentation and the HERE Geocoder and shall destroy any HERE materials, including Documentation and all copies of the same. Termination shall not, however, relieve either party of obligations incurred prior to the termination. The following sections shall survive termination of this agreement: 1 (Definitions), 2.5 (No Transfer), 13 (Warranties; Exclusion of Implied Warranties), 15 (Intellectual Property Rights), 16 (Limitations and Exclusions of Liability), 17 (Indemnity), 18 (Governing Law and Jurisdiction), 19 (Severability; Entire Agreement), 20 (Term and Termination), and 21 (Third Party Beneficiary). HERE reserves the right, in its sole discretion, to change, cease to provide or discontinue support for the HERE Geocoder at any time. If HERE opts to cease to provide or discontinue support for the HERE Geocoder, HERE will provide Licensee with prior notice. 21. Third Party Beneficiary. Licensee acknowledges and agrees that HERE licensors and those of HERE affiliates (and/or HERE, if Licensee obtained the HERE Geocoder from any party other than HERE) are third party beneficiaries of this agreement, with the right to enforce the obligations set forth herein with respect to the respective technology, products or services of such licensors and/or HERE.