TeleNav 2015 Annual Report Download - page 136

EX 10.16.31+
built for End-User participation, focused primarily on competition and/or amusement (“Game”),
that uses Data in the
operation of the Game.
In addition, to the extent that Client has another TL under which Client is licensed for applications (“Other Applications”
)
that would otherwise fall within the definition of Applications under this TL, such Other Applications shall be excluded
from the license granted under this TL.
The pricing and associated terms set forth in this TL shall apply only with respect to the use and distribution of Copies of
Compiled Data to [*****] or a third party designated by [*****] to be further distributed for use in Route Guidance
Applications to be installed in [*****] by [*****] or its subsidiaries (“[*****]”)
with [*****] and any subsequent [*****] for
which [*****] has exercised its option to renew in accordance with the “Territory License Term”
provision on page 1 of this
TL, subject to the terms and conditions of this TL and the Agreement. Such use of the Data by Client shall be limited to
In the event Client is unable to provide the License Fee reports by the [*****] day of the applicable calendar month for
which such report is due because [*****] has not provided information to Client in order for Client to provide such
License Fee report, Client shall be granted an additional [*****] days to provide such License Fee report provided that
Client uses good faith efforts to procure such information from [*****]. In the event
[*****] 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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IV.
Licensed Use
A. Compiling any portion of the Data (“Compiled Data”) into Client’
s own proprietary data format (which shall not
include third party or public domain formats, unless otherwise mutually agreed upon between the parties) and, using
the most current version of Data delivered by HERE to Client (except as otherwise required by [*****] and Client’
s
development schedule), making copies of the Compiled Data for any portion of a single Territory either stored on
physical storage media or in the form of electronic files suitable for transmission to an End-
User and on physical
storage media that is included in [*****] (collectively, “Copies”); and
B.
Distributing such Copies of Compiled Data to [*****] or a third party designated by [*****] for further distribution to
End-
Users (in the case of electronic files by transmitting and storing the same directly onto physical storage media that
is included in [*****]), solely for the End-Users’
own internal business and personal use with the Application. Client
shall use commercially reasonable efforts to enforce the terms and conditions of its distribution agreement with [*****]
and/or a third party designated by [*****], which shall include the obligation for [*****] and/or a third party
designated by [*****] to comply with the applicable terms and conditions set forth herein. Notwithstanding the
foregoing, the Compiled Data may not be distributed to any HERE competitor, including [*****]. For sake of clarity,
the foregoing restriction shall not restrict employees of a HERE competitor, including [*****], form using the Data in
a Permitted Application licensed to such employees for their personal use.
V. Fees to HERE
.
A. License Fees
. License fees hereunder consist of the base license fees applicable to the Base Map Data for the
applicable Territory (“Base License Fees”),
combined with the amounts due for any Additional Content that is made
accessible for use in the Application (“Additional Content Fees”).
For the avoidance of doubt, the pricing for each
Territory in the tables in Exhibit A
reflects the total amount due to HERE for each Copy, after combining the Base
License Fees and the applicable Additional Content Fees (collectively, the “License Fees”).
The pricing set forth in
Exhibit A
is expressly conditioned on compliance with the requirements set forth in Section VII(A) and VII(B) of this
TL (i.e., Copy Protection and [*****]).
B. License Fee Reports & Due Dates
. License Fee reports for Copies distributed in each calendar month are due by the
[*****] day of the following calendar month (e.g., the fee report for [*****] is due by [*****]). Following receipt of
such report, HERE shall invoice Client for the amounts due. In addition, Client shall include in its License Fee reports
the following information by separate line items: (i) the number of [*****] distributed in each Territory; (ii) the
Application included in each [*****]; and (iii) the Data used in such Application for such [*****] distributed in the
applicable Territory. License Fees shall be due and paid by the [*****] day following the end of the calendar month for
which the License Fee report is provided (e.g., license fees for [*****] are due by [*****]).