TeleNav 2012 Annual Report Download - page 114

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** Company will continue to support current Sprint Users these Applications for the duration of the term of such Sprint User’
s service
agreement, as applicable.
M-Commerce Services and Solutions -- M-
Commerce services and solutions consist of features or functions that are available to users
primarily in the form of Local Applications and are characterized by the inclusion of 3rd party content, 3rd party application functionality which
is separately provided to the navigation and search functions of the core service capability. M-
Commerce services may be intertwined in the
application in certain contexts but the underlying purpose of such integration will be to invite individuals to use the unique aspects of the 3rd
party content. In most instances TeleNav will be paying 3rd party for the unique service or content offering which will include content and
transaction fees. Sprint will receive [*****] of the Gross M-
Commerce Revenue generated from transaction fees derived within the application
for M-Commerce purchases. “Gross M-Commerce Revenue” means the gross amount of transaction fees due to Company with respect to M-
Commerce sales generated from within the Company Application on the Sprint Wireless Network, or any Wi-
Fi network, less any applicable
taxes (excluding Company’s income tax).
12. Company Distribution – Revenue Share.
13. [*****].
For the purpose of clarification, the sums subject to the Payment Percent do not include Sprint User API fees, access, airtime, wireless
data transport, taxes or any other charges payable to Sprint by Sprint Users. Company acknowledges and agrees that [*****] in the event [*****].
14. Payment Process
11. M-Commerce Revenue Share
.
a. Advertising Revenue Share
.
i)
Company Distribution
. In the event Company distributes Company Services to Sprint Users through [*****], including but not
limited to [*****] (“[*****]”),
Company will pay Sprint an amount equal to [*****] of the Net Media Revenue (as defined
in Exhibit J) for such Company Services provided Company can identify the end users of such Company Services as Sprint
Users.
b. Premium Services
.
i)
[*****].
In the event Company distributes Telenav Premium services to Sprint Users through [*****] and Sprint bills Sprint Users for
such Telenav Premium Services, Sprint will pay Company an amount equal to [*****] of the total fees billed and collected
by Sprint from a Sprint User for use of the Telenav Premium services. In the event Company invoices Sprint Users directly or
indirectly for such Telenav Premium Services on the platforms set forth in this Section 7.b.i, Company will pay Sprint an
amount equal to [*****] of the total fees billed and collected by Company from a Sprint User for use of the Telenav
Premium services, provided Company can identify the end users of such Company Services as Sprint Users.
ii)
[*****]
. In the event Company distributes Telenav Premium services to Sprint Users through [*****] invoices Sprint Users directly
or indirectly for such Telenav Premium Services, Company will pay Sprint an amount equal to [*****] of the total fees
billed and collected by Company from a Sprint User for use of the Telenav Premium services, provided Company can
identify the end users of such Company Services as Sprint Users.
iii)
End User Identification
. Telenav will use reasonable commercial efforts to attempt to enhance its ability to identify users of
Company Services by carrier over time so as to reduce the percentage of unidentified users over time from no less than
[*****] to a greater percentage. In the event that the percentage drops below [*****] in any given reporting period,
Supplier will allocate the percentage of unidentified users, along with their relevant fees billed and collected, to Sprint based
on Sprint’s market share percentage of the reportable users for the given reporting period.
a.
The Payments will be calculated on a [*****] basis and will be due and payable by Sprint within [*****] days following the end of each
[*****]. All Fixed License and Service Fees have been satisfied from Sprint to Company through [*****].
[*****]
Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.