TeleNav 2015 Annual Report Download - page 138

EX 10.16.31+
that the reporting has not been procured from [*****] by the payment due date, Client shall use reasonable methods to
estimate the License Fee report and provide HERE with such calculations. Any differences between (i) the estimated
amounts reported and paid and (ii) the actual amounts will be reconciled and invoiced/refunded within [*****] days of
receipt of the actual reported amounts.
Client shall use commercially reasonable efforts to provide HERE with non-
binding forecasts for [*****], but only to
the extent that Client receives such forecasts from [*****].
[*****] 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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C. Currency
. License Fees hereunder shall be paid in U.S. Dollars.
VI. End-User Terms . Attached as Exhibit B
. Except as otherwise agreed by the parties, in all instances where the Application
uses, accesses, reflects or relies upon any portion of the Data to deliver information to End-Users, Client shall provide End-
Users with a copy of the End-User Terms and shall provide conspicuous notice to End-
Users prior to their use of, or access to,
any portion of the Data that their use thereof is subject to the End-
User Terms. Notwithstanding any termination or expiration
of the Agreement or this TL, an End-User’
s right to use a Copy of the Compiled Data with the Application under the
Agreement and this TL shall continue so long as such End-User’
s use of the Application is in compliance with all terms and
conditions of Client’s then current end user license agreement for the Application.
VII. Additional Provisions
.
A. Copy Protection
. Each Copy must include a state of the art solution for either (a) preventing copying of content of the
Copy, whether by End-
Users, Distributors or otherwise, onto physical storage media or via transfer over the Internet or
other electronic communication means, or (b) preventing use of the Copy other than by a specifically authorized End-
User or End-
User device (e.g., using lock/unlock keys). Prior to distributing Copies, Client shall provide to HERE such
information as reasonably requested by HERE to evaluate the efficacy of the copy protection solution.
B. [*****]. Client has been informed by HERE that the pricing included in HERE’
s quotation to [*****] was expressly
subject to a condition under which HERE would be treated [*****] for use in [*****]. HERE acknowledges that it has
agreed to [*****] such condition from this TL based solely on the fact that [*****] agreed to [*****] such requirement
in the [*****] provided to HERE.
C. Supplier Terms
. The Data provided hereunder is subject to supplier requirements and restrictions, which currently
include those set forth in Exhibit C hereto.
D. HERE Marks & Legends
. For purposes of this TL, Client's obligations under the Agreement to display HERE Marks
& Legends shall be satisfied as follows: Client shall include HERE Marks and the applicable HERE copyright notice
(as specified in the HERE Identity Guidelines) and third party copyright and similar notices and legends (as specified
in the Agreement, the HERE Identity Guidelines and/or otherwise by HERE) in the Route Guidance Application and/or
owner’
s manual, or such other placement of the HERE Marks & Legends as may be mutually agreed by the parties, but
in all cases subject to [*****] requirements.
E.
No
[*****]. No licenses or other rights are granted hereunder in connection with any [*****] related to [*****]
("[*****]"). [*****] shall be granted solely pursuant to a separate [*****] between the parties.
F. [*****] and
[*****]. Client may [*****] to [*****] and when such a [*****] is determined, Client may supplement
the [*****] with [*****]; provided that in all cases, Client will not [*****] any existing value or attribute of a [*****]
when such attribute contains any value. Such [*****] may include [*****] not available from [*****] or a [*****] to
acquire [*****]. For the avoidance of doubt, when [*****] and [*****] have attributes, Client will always use the
[*****] of the [*****]. If a [*****] is null, then Client may [*****] if the [*****] contains [*****] for the attribute. If
[*****] does not [*****] to any [*****] then Client may [*****] the [*****]. In addition, subject to Section IV
(“Licensed Use”) of this TL, Client may [*****] using the Data for [*****] and [*****] (e.g. [*****]).