SOFTWARE EVALUATION AGREEMENT The terms and conditions below,together with anyother additional terms and information (collectively the “Agreement”) that may be provided within the HERE APIs, software and any other offerings (collectively the "HERE Materials")govern your use of the HERE Materials. This Agreementconstitutesan agreement between you(“Licensee”)and HERE North America, LLC,a Delaware corporation, located at 425 W. Randolph St., Chicago, IL 60606,including its affiliates and suppliers (collectively “HERE”), defining your and HERE’s rights and responsibilities with respect to the HERE Materials.By registering for, acquiring and/or using the HERE Materialsor any portion of itin any manner,you accept this Agreement. Any use of the HERE Materials made available to you under these Terms may not under any circumstances be used by you for any product and/or commercial purposes unless a separate written license agreement is signed between you and HERE. 1.LICENSE AND USE Subject to the terms and conditions of this Agreement, HERE hereby grants to Licensee, and Licensee hereby accepts for the Term (as defined in below), a non-transferrable, non-sublicensable, non-exclusive, worldwide, limited license to use the HERE Materials, as specified below in Section 3, solely for internal testing and evaluation purposes. 2. RESTRICTIONS Licensee shall have no right to disclose, sell, market, commercialise, sub-license, re-license or otherwise transfer to any other party whatsoever the HERE Materialsany content or information derived from the HERE Materials, or use the same for any purpose that is not expressly stated in Section 1.In no event may Licensee copy, export, re-export, sublicense, rent, lease or use the HERE Materials or any content or information derived from the HERE Materials in any manner inconsistent with or not expressly permitted under this Agreement. Licensee shall not reverse engineer, reverse compile, or disassemble or otherwise attempt to discover the source code of all or any portion of the HERE Materials including theHERE Location Platform (“HLP”). Licensee shall not: • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the HLP or collect information about users for any unauthorized purpose; • access or use the HERE Materials through any technology or means other than as permitted herein; • make any modifications, additions, omissions, adaptations, derivative works or alterations of or to the HERE Materials; interfere with the performance of the HERE Materials; • complete mass downloads or bulk feeds of any content or information derived from the HERE Materials (including without limitation, numerical latitude or longitude coordinates);and • use or combine any HERE Materialswith any other material or otherwise that may subject the HERE Materialsto any open source software, open database, open data licenses (including ODbL) or other similar licenses where such licenses or terms would (a) cause the disclosure or distribution of the HERE Materialsor any part thereof; (b) authorize derivative worksof any HERE Materials(or any part thereof); (c) cause redistribution of the HERE Materials(or any part thereof) at no charge, as a condition for use, modification or distribution of such other material; or (d) otherwise restrict or impact the licensing or other use of the HERE Materials(or any part thereof). All use of HERE logos and copyrights must be in accordance with the HERE Identity Guidelines and HERE Best Practices and Co-Marketing Guidelines, which are available from HERE. Licensee shall notify HERE promptly in writing in the event of any unauthorized disclosure or use of HERE Materials and Licensee shall cooperate fully with HERE to cure any such unauthorized disclosure or use. 3.HERE Materials For the purpose of this Agreement, the HERE Materialsshall consist of the material defined in Attachment A. 4. OWNERSHIP The HERE Materials and any Confidential Information of HERE, and all rights therein, including without limitation, any intellectual property rights relating thereto, are ownedsolely by HERE, its suppliers or affiliated companies. All HERE's trademarks, service marks, trade names, logos or other words or symbols are and will remain the exclusive property of HERE and any use by Licensee of the trademarks and/or logos of HERE is subject to a separate agreement between HERE and Licensee. 5.THIRD PARTY APPLICATIONS If the HERE Materials areused to run applications used by a third party or that access data, content or resources provided by a third party, the Licensee understands that HERE is not responsible for such applications, data, content, or resources. The Licensee understands that alldata, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that HERE is not liable for any loss or damage that the Licensee may experience as a result of the use or access of any of such third party applications, data, content, or resources. 6. TECHNICAL SUPPORT HERE has no obligation to furnish Licensee with any technical support whatsoever. Any such support is subject to separate agreement between the parties. 7. FEEDBACK HERE encourages Licensee to address how the HERE Materials wereevaluated along with any metrics used and provide feedback, comments and suggestions (together “Feedback”) concerning the HERE Materials. The Licensee hereby grants to HERE a non-exclusive, perpetual, paid-up, transferable, sub-licensable, worldwide license under any and all intellectual property rights to use, disclose and exploit Feedback in or in connection with any products, software, and/or services of HERE and/or its affiliates. 8. NO WARRANTY THE HERE MATERIALS AREPROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED AND NEITHER HERE, ITS LICENSORS OR AFFILIATES NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE HERE MATERIALS WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY HERE OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE HERE MATERIALS WILL MEET THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF THE HERE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE HERE MATERIALS TO ACHIEVE LICENSEE'S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT. 9. LIMITATION OF LIABILITY IN NO EVENT SHALL HERE, ITS EMPLOYEES OR SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE HERE MATERIALS, EVEN IF HERE OR ITS EMPLOYEES OR SUPPLIERS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, HERE, ITS EMPLOYEES OR LICENSORS OR AFFILIATES' LIABILITY SHALL BE LIMITED TO U.S. $ 50. 10. INDEMNITY Licensee agrees to indemnify and hold harmless HERE and its licensors from and against any and all claims, liabilities, losses and expenses, including reasonable attorneys' fees, arising out of Licensee's use of the HERE Materials. 11. CONFIDENTIALITY For the purpose of testing and evaluation in accordance with Section 1, it may be necessary and desirable that HERE or any of its affiliates within the HERE group of companies disclose to Licensee technical and/or commercial information relating to its respective business, facilities products, techniques and processes or other information which information is proprietary to HERE or to its suppliers or affiliated companies (hereinafter "Confidential Information") Licensee acknowledges that HERE Materialsand any/all copies thereof, translations and partial copies shall be considered as Confidential Information of HERE and title thereto remains in HERE. Licensee shall keep the Confidential Information strictly confidential and shall not disclose it to third parties (including its subsidiaries, parent or affiliated companies) without the prior written permission of HERE. Confidential Information received hereunder shall not be used for any purpose other than defined in Section 1 without the prior written permission of HERE. The Licensee shall restrict access to Confidential Information received from HERE to only those of its employees to whom such access is necessary for carrying out the purpose defined in Section 1 and advise such employees of the obligations assumed herein.Neither Licensee, nor Licensee's employees or agents shall sell, transfer, publicly disclose, display or otherwise make available to third parties any portion of the HERE Materials or any other Confidential Information. Licensee agrees to secure and protect Confidential Information with at least the same degree of care that Licensee uses to secure and protect its own confidential and proprietary information of a similar nature, and to take all reasonably appropriate actions with its employees or agents who are permitted access thereto, to satisfy its obligations hereunder. Upon its discovery of any unauthorized possession, use or knowledge of the HERE Materials arising out of Licensee's possession of the HERE Materials, Licensee shall promptly notify HERE of the same and shall cooperate with HERE in every reasonable effort to regain possession or prevent further unauthorized use of the HERE Materials.Notwithstanding anything in this Section, neither party shall be obligated to maintainin confidence any information of the other party which: (i) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of Licensee; or (ii) was known to Licensee prior to disclosure by HERE as proven by the written records of Licensee; or (iii) is disclosed to Licensee by a third party who did not obtain such Information, directly or indirectly, from HERE; or (iv) was independently developed (with no access to the Confidential Information) by Licensee as proven by the written records of Licensee. 12.TERMINATION This Agreement remains in force unless terminated earlier as set out herein. Either party may terminate this Agreement at any time (i) with immediate effect in the event of any breach bythe other party; (ii) by a thirty day written notice for convenience. Upon any expiration or termination of this Agreement, Licensee shall no longer be authorized to use the HERE Materials in any way even if the Licensee may be able to access such HERE Materials aftersuch termination or expiration of the Agreement.Within five (5) days after termination or expiration of this Agreement, Licensee shall return to HERE, as instructed by HERE, HERE Materials and all possible copies of the HERE Materials in its possession and all related materials and return or destroy, as instructed be HERE, Confidential Information provided by HERE, and provide a letter certifying such destruction or return. Upon termination or expiry, the rights granted to the Licensee under this Agreement automatically terminate immediately without notice. Sections 4, 6,8,8, 9, 10, 11, and 13.3shall survive the termination or expiration of this Agreement. 13. GENERAL 13.1 Entire Agreement This Agreement is the entire agreement between the parties relating to the HERE Materials and supersedes any prior representations, communications, undertakings, or discussions relating to the HERE Materials. This Agreement may only be modified by a document in writing signed by both parties. 13.2 Assignment This Agreement may not be assigned in whole or in part by Licenseewithout the prior written consent of the other party. 13.3 Governing Law This Agreement shall be construed and governed by thesubstantive lawsof State of Illinois, USA,without giving effect to the conflict of law provisionsin either case. 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”), the Dispute shall be submitted to the competent court in the State of Illinois, USA, without prejudice to parties’ right to appeal and/or cassation. The provisions of this Section 14.3shall not prevent either party from seeking immediate injunctive relief in any court of competent jurisdiction. 13.4 No Further Rights Nothing stated herein shall be deemed to grant, transfer, assign or set over unto the Licensee any right, title, interest or ownership of the HERE Materials or the HLP, all ofwhich is hereby expressly reserved by HERE. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with HERE. Neither sharing of HERE Materials, access toHLPnor any provision of this Agreement shall be construed to grant to Licenseeeither expressly, by implication or by way of estoppel, any license under any patents or other intellectual property rights of HEREor any of its Affiliatesor of any third party. 13.5 Independent Contractors Each party will be deemed to have the status of an independent contractor towards the other party, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint venture. 13.6 Waiver The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that or any other provision of this Agreement. 13.7 Severability If any provision contained in this Agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provision will, nevertheless, be binding and enforceable, and the partiesherebyagree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. 13.8 Export Control Licensee shall follow all export control laws and regulations relating to the HERE Materials. SOFTWARE EVALUATION AGREEMENT ATTACHMENT A HERE MATERIALS • Azure Resource Manager deployment templates, Virtual Machine Images, API server software, deployment guidance, product and developer documentation for the following HERE location API servers ○ HERE Forward and Landmark Geocoding -Self-Hosted Server ○ HERE Reverse Geocoding -Self-Hosted Server ○ HERE Map Tiles -Self-Hosted Server ○ HERE Routing -Self-Hosted Server •Any and all additional HERE software, materials, IP, etc. contained within, or enabled through, the four Microsoft Azure Marketplace listings specified above.