CONFIDENTIAL TREATMENT

 

TERMS AND CONDITIONS

 

II.	Territory (check applicable geographic areas; each is a separate “Territory”).

x the United States, including Puerto Rico and the U.S. Virgin Islands)

 

		III.     Data Content & Quality.				NAVTEQ Standard Data + Phonetic Data + Extended Listing POIs

The Data for US/Canada and Europe is NAVTEQ Standard Data, plus Phonetic Data and Extended Listing POIs (for US/Canada). Standard Data shall mean the features and attributes specified in NT’s NAVTEQ Standard Data Content & Quality Specification (v.11.22.02) (“Specification”), and shall comply with the Verification Procedure for Accuracy and Completeness set forth in the Specification. Data for certain countries or areas of the Territory may not be completed and/or may not be produced within the TL Term, and will only be available hereunder upon general release by NT following completion. Section 8.1 (Quality) of the Agreement shall not apply to Add-Ons, Phonetic Data, and Extended Listing POIs. To the extent that the Data does not comply with the applicable Verification Procedure for Accuracy and Completeness or equivalent, NT’s sole obligation and Client’s sole remedy shall be for NT to use commercially reasonable efforts to effect such compliance.

 

IV.	Application. Verizon Wireless LBS Application

 

V.	Licensed Use. Pursuant to Section 2.1 of the Agreement, use of the Data is limited to:

 

A.

storing a Copy of all or any portion of the Data on one or more internal servers possessed or otherwise controlled by Client; and

 

B.

using the Data of subpart (A) together with the Application to calculate and/or derive Transactions and deliver and display them to End-Users as authorized in Section IV. Phonetic Data may only be used with the Application for ASR and TTS purposes and, furthermore, may not be used in connection with any data other than the Data; and

 

VI.	Fees to NT.

 

A.

License Fees. License fee amounts are as provided in the Verizon Wireless/NT Agreement, which as of the Effective Date of this TL are as set forth in Exhibit B, Section II hereto as updated by NT from time to time to reflect applicable pricing in the Verizon Wireless/NT Agreement.

 

B.

License Fee Reports & Due Dates. License Fee reports for Transactions distributed in each calendar month are due to NT and to a location proxy server platform provider for the LBS Services as designated by NT from time to time (the “LPS”), by the [*****] day of the following calendar month (e.g., the fee report for October is due by November [*****]). As of the Effective Date of this TL, the LPS is [*****] Following receipt of such report, NT shall invoice Client for the amounts due. Pursuant to the Verizon Wireless/NT Agreement and the Verizon Wireless/Client Agreement, Verizon Wireless has agreed to pay such amounts due on behalf of Client, however, in the event Verizon Wireless does not pay such amounts when due, Client shall be liable for such amounts. Client further agrees to reasonably cooperate with Verizon Wireless to ensure timely review and payment of all invoices.

 

C.

Additional Data Delivery Fees. For delivery of additional copies of the Data by NT to Client pursuant to Section 5.1 of the Agreement. Client shall pay NT a services fee of [*****] per physical storage media of the delivery, plus a shipping charge of [*****] per location to which delivery is requested. Such fees and charges shall be due within thirty (30) days of invoice from NT.

 

VII.

Minimum Annual License Fee. Client shall pay NT minimum annual license fees (“MALF”) in the amounts set forth below. The MALF shall be applied in each annual period to license fees due for such annual period. Unused amounts of the MALF for any annual period, if any, are not refundable, may not be applied to any other annual period, and may not be credited towards license fees or other charges due under a different TL or applied to any other monies due NT.

 

 

[*****] 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.

 

CONFIDENTIAL TREATMENT

MALF for any annual period, if any, are not refundable, may not be applied to any other annual period, and may not be credited towards license fees or other charges due under a different TL or applied to any other monies due NT.

 

A.

Amount. The MALF for each annual period of this TL is as follows:

 

		[*****]

 

VIII.

Currency. U.S. Dollars

 

IX.

End-User Terms. Attached as Exhibit C. 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.

 

X.	Additional Provisions.

 

A.

POI Usage. The Data may include POIs that NT licenses from a third party. To assist NT in determining royalties that may be due to such third party, Client, upon NT’s reasonable request, will fill out and submit to NT a POI Usage Form (in the form of Exhibit D) indicating whether Client is using the POIs in the Data that Client is using in the Application, and will notify NT of any subsequent change in such POI usage.

 

B.

NT Marks & Legends. For purposes of this TL, Client’s obligations under Sections 7.1 and 7.2 of the Agreement to display NT Marks & Legends shall be satisfied as follows:

 

1.

Marks. displaying the NAVTEQ ON BOARD logo on or immediately adjacent to each display of a Transaction; and

 

2.

Legends. displaying the applicable NT copyright notice (as specified in the NT Identity Guidelines) and third party copyright and similar notices and legends (as specified in Section 11.5 of the Agreement, the NT Identity Guidelines and/or otherwise by NT) on or immediately adjacent to each display of a Transaction.

 

C.

Termination of TL. Notwithstanding anything to the contrary herein, this TL shall terminate immediately upon any termination or expiration of the Verizon Wireless/Client Agreement or the Verizon Wireless/NT Agreement.

 

D.

Verizon Wireless as a Third Party Beneficiary. For purposes of this TL only, Verizon Wireless shall be an intended third party beneficiary of the rights and remedies accruing to Client under this TL.

 

E.

[*****]

 

 

[*****] 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.

 

CONFIDENTIAL TREATMENT

EXHIBIT A

DEFINITIONS

[*****]

 

 

[*****] 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. In this instance, pages 4-7 have been redacted.

 

CONFIDENTIAL TREATMENT

EXHIBIT B

APPLICATION & LICENSE FEES

[*****]

 

 

[*****] 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. In this instance, pages 8-11 have been redacted.

 

CONFIDENTIAL TREATMENT

EXHIBIT C

END-USER TERMS

The data (“Data”) is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and [CLIENT] (“[CLIENT]”) and its licensors (including their licensors and suppliers) on the other hand.

© 200X NAVTEQ [Insert any applicable copyright notices as required for the country-specific Data being used]. All rights reserved.

The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen’s Printer for Ontario, © Canada Post Corporation, GeoBase ®.

NAVTEQ holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information.

©United States Postal Service® 2005. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.

TERMS AND CONDITIONS

Personal Use Only. You agree to use this Data together with [insert name of CLIENT’s authorized Application] for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions. Except where you have been specifically licensed to do so by [CLIENT], and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

No Warranty. This Data is provided to you “as is,” and you agree to use it at your own risk, [CLIENT] and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF [CLIENT] OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Export Control. You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement. These terms and conditions constitute the entire agreement between [CLIENT] (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law. The above terms and conditions shall be governed by the laws of the State of Illinois [insert “Netherlands” where European NAVTEQ Data is used], without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois [insert “The Netherlands” where European NAVTEQ Data is used] for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

 

CONFIDENTIAL TREATMENT

 

 

Government End Users. If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, [insert “NAVTEQ Data” or such other name that Client uses specifically to refer to NAVTEQ Data] (hereinafter “Data”) is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with [insert the name of the terms/conditions in which this notice is included], and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

 

NOTICE OF USE   CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: NAVTEQ   CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654   This Data is a commercial item as defined in FAR 2.101 and is subject to [insert the name of the terms/conditions in which this notice is included] under which this Data was provided.   ©2006 NAVTEQ — All rights reserved.

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.

 

CONFIDENTIAL TREATMENT

EXHIBIT D

POI USAGE FORM

[*****]

 

 

 

[*****]

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. In this instance, pages 14 – 16 have been redacted.