TeleNav 2015 Annual Report Download - page 134

EX 10.16.31+
For purposes of determining which features and attributes are deemed to be “Base Map Data”
and covered by the
License Fees in Exhibit A , a description of such features and attributes is set forth in the then-
current Attribute
Overview and Usage Guide (or equivalent document) made available to Client as part of the Customer Technical
Reference Guide. HERE may update the list of features and attributes included in “Base Map Data”
but shall not
reclassify any “Base” attributes as “Premium”.
In the event that HERE violates the foregoing, Client shall have the
right to continue using such attribute as part of the “Base Map Data”
licensed hereunder and shall not be obligated
to pay any incremental amount associated with such use for the duration of the TL Term.
Applications licensed under this TL
shall consist solely of Route Guidance Applications and shall not include any Excluded
Applications.
For the purposes of the foregoing, the following definitions apply:
[*****] 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.
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B. Additional Content . “ Additional Content ”
means Data licensed under this TL in addition to Standard Data (as
defined above) as such Data is further described at the URL
http://corporate.navteq.com/additional_content_descriptions.html
. Additional Content shall be subject to the terms
and conditions in such URL and the applicable fees described in Section V(A) below. HERE reserves the right to
discontinue Additional Content upon reasonable notice to Client; provided, however, that the last release of any
discontinued Additional Content may be included in any Copies distributed thereafter. Additional Content is not
available on a standalone basis and may be licensed and used in conjunction with Data only.
C. Add-Ons . “ Add-Ons ”
means additional content generally released by HERE from time to time for which HERE
does not charge, in its sole discretion, additional license fees. HERE shall be under no obligation to release such
additional content.
III.
Application
A. “ Route Guidance Application ”
means an Embedded Application that uses Data solely to provide and/or produce
information solely in connection with one or more of the functions of (a) navigation, (b) routing or route guidance,
and (c) positioning. “ Embedded Application ” means non-
server computer devices developed by or for Client
(including, without limitation, proprietary computer hardware platforms developed by or for Client and/or computer
software programs developed by or for Client) distributed to End-
Users for their own internal business and personal
use and which use resident Copies, consisting of Data solely for a Territory and on physical storage media that is
included in a [*****] solely to provide information to End-Users. For purposes of clarity, “internal business use”
shall
be deemed to include, but not be limited to, use by rental car companies and their rental car customers.
B. “ [*****] Route Guidance Application”
means a Route Guidance Application developed by or for Client and sold or
otherwise distributed to [*****] (“[*****]”)
for installation in [*****] sold in countries in the Territories licensed
under this TL, which (i) uses the Data and Additional Content set forth under Exhibit A in accordance with [*****] of
this TL; and (ii) is capable of determining [*****] and/or enabling [*****] or [*****] functionality.
C. " Excluded Applications
" means any use of the Data in a manner not expressly authorized under this TL or otherwise
mutually agreed upon between the parties, including but not limited to use of the Data (i) for server-
based applications
or with server-based applications (other than server-
based applications which are accessed to deliver additional content
to the device for use in the Route Guidance Application); (ii) for or with fleet management, dispatch or similar
applications; (iii) for or with geomarketing applications (i.e., an application that analyzes and displays geographic,
demographic, census and behavioral data to assist End-
Users in understanding and modeling relevant business data and
making business decisions, including, without limitation: (a) marketing analysis and segmentation, (b) customer
prospecting and analysis, (c) sales territory analysis and definition or (d) distribution network site selection); (iv) for, or
in connection with, any systems or functions for automatic or autonomous control of vehicle behavior, including, for
example, systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights,
stability, drive train management, visibility enhancement and steering; or (v) for or with a software application
involving a predefined set of rules and goals