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As Of Filer Filing For·On·As Docs:Size 5/08/14 Telenav, Inc. 10-Q 3/31/14 65:9.9M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 753K 2: EX-10.16.25 Territory License No. 9 HTML 322K 3: EX-10.16.26 General License Agreement HTML 149K 4: EX-10.26.16 Amendment No. 16 to the Sync Generation 2 HTML 106K On-Board Navigation Agreement 5: EX-31.1 Certification of CEO Pursuant to Exchange Act HTML 29K Rules 13A-14(A) and 15D-14(A) 6: EX-31.2 Certification of CEO Pursuant to Exchange Act HTML 29K Rules 13A-14(A) and 15D-14(A) 7: EX-32.1 Certifications of CEO and CFO Pursuant to 18 HTML 23K U.S.C. Section 1350 8: EX-32.2 Certifications of CEO and CFO Pursuant to 18 HTML 23K U.S.C. Section 1350 45: R1 Document and Entity Information HTML 39K 34: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 123K 43: R3 Condensed Consolidated Balance Sheets HTML 45K (Parenthetical) (Unaudited) 47: R4 Condensed Consolidated Statements of Operations HTML 119K (Unaudited) 60: R5 Condensed Consolidated Statements of Comprehensive HTML 48K Income (Loss) (Unaudited) 36: R6 Condensed Consolidated Statements of Cash Flows HTML 129K (Unaudited) 42: R7 Summary of business and significant accounting HTML 63K policies 31: R8 Net income (loss) per share HTML 106K 23: R9 Cash, cash equivalents and short-term investments HTML 114K 61: R10 Fair value of financial instruments HTML 109K 49: R11 Commitments and contingencies HTML 59K 48: R12 Guarantees and indemnifications HTML 23K 53: R13 Stock-based compensation HTML 102K 54: R14 Stock repurchase program HTML 25K 52: R15 Income taxes HTML 33K 55: R16 Acquisitions HTML 66K 44: R17 Sale of enterprise business HTML 30K 46: R18 Subsequent events HTML 23K 51: R19 Summary of business and significant accounting HTML 53K policies (Policies) 65: R20 Summary of business and significant accounting HTML 38K policies (Tables) 57: R21 Net income (Loss) Per Share (Tables) HTML 107K 39: R22 Cash, cash equivalents and short-term investments HTML 113K (Tables) 50: R23 Fair value of financial instruments (Tables) HTML 101K 41: R24 Commitments and contingencies (Tables) HTML 45K 19: R25 Stock-based compensation (Tables) HTML 101K 58: R26 Acquisitions (Tables) HTML 49K 62: R27 Summary of business and significant accounting HTML 27K policies - Concentration of Risk and Significant Customers (Details) 27: R28 Summary of business and significant accounting HTML 28K policies - Restricted Cash (Details) 26: R29 Summary of business and significant accounting HTML 36K policies - Accumulated Other Comprehensive Income, Net of Tax (Details) 29: R30 Summary of business and significant accounting HTML 30K policies - Long-term Investments (Details) 30: R31 Net income (Loss) Per Share (Details) HTML 85K 32: R32 Cash, cash equivalents and short-term investments HTML 50K (Details) 18: R33 Cash, cash equivalents and short-term investments HTML 39K - Summary of cost and estimated fair value of short-term investments (Details) 56: R34 Fair value of financial instruments (Details) HTML 75K 38: R35 Commitments and contingencies (Details) HTML 76K 40: R36 Stock-based compensation (Details) HTML 28K 21: R37 Stock-based compensation - Summary of stock option HTML 67K activity (Details) 64: R38 Stock-based compensation - Summary of RSU activity HTML 43K (Details) 15: R39 Stock-based compensation - Summary of stock-based HTML 28K compensation expense (Details) 33: R40 Stock-based compensation - Assumptions used to HTML 32K estimate weighted average fair value of options (Details) 59: R41 Stock repurchase program (Details) HTML 34K 20: R42 Income taxes (Details) HTML 40K 25: R43 Acquisitions (Details) HTML 82K 28: R44 Acquisitions - Values of assets acquired and HTML 40K liabilities assumed (Details) 35: R45 Acquisitions - Future amortization expenses of HTML 36K acquired intangibles (Details) 17: R46 Sale of enterprise business (Details) HTML 33K 22: R47 Subsequent events (Details) HTML 27K 63: XML IDEA XML File -- Filing Summary XML 93K 16: EXCEL IDEA Workbook of Financial Reports XLSX 159K 24: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.17M 9: EX-101.INS XBRL Instance -- tnav-20140331 XML 1.88M 11: EX-101.CAL XBRL Calculations -- tnav-20140331_cal XML 228K 12: EX-101.DEF XBRL Definitions -- tnav-20140331_def XML 477K 13: EX-101.LAB XBRL Labels -- tnav-20140331_lab XML 1.33M 14: EX-101.PRE XBRL Presentations -- tnav-20140331_pre XML 750K 10: EX-101.SCH XBRL Schema -- tnav-20140331 XSD 113K 37: ZIP XBRL Zipped Folder -- 0001474439-14-000038-xbrl Zip 180K
TNAV EX10.16.26+ 3.31.2014 10Q |
(1) |
(2) |
1. | Scope of Agreement. This Agreement governs the license to Customer of the Licensed Materials as defined below and any related materials provided by Provider to enable the delivery of certain location platform services as more fully described herein (collectively, “Location Platform Services”). The Agreement consists of the following exhibits (“Exhibits”) listed below. |
2. | Term. The “Term” of this Agreement begins on the Effective Date and continues until December 31, 2019 (the “Expiration Date”), unless terminated as provided herein. Notwithstanding the foregoing, this Agreement will automatically terminate on the same date that the Parties cease to have any active Territory License (“TL”) to the Data License Agreement, dated December
1, 2002 (collectively, the “DLA”) that makes any use of the Location Platform Services. As of the Effective Date, [*****] and [*****] are active TLs that will utilize Location Platform Services. |
3. | Description of Location Platform Services. The Location Platform Services applicable for this Agreement are as indicated below. The Location Platform Services are subject to the Service Level Agreement (“SLA”) attached as Exhibit C. The Location Platform Services selected below are more fully described in Exhibit A to this Agreement. |
4. | License Fees. License fees for use of the Licensed Materials are set forth herein are included in the license fees paid by Customer under each TL under the DLA. |
5. | Geographic Coverage. The geographic area coverage
of the Licensed Materials that enable access to the Location Platform Services are set forth under the Territories as defined under [*****] and [*****]. Such coverage area will vary per Location Platform Service. For purposes of determining the applicable license scope, the coverage areas are grouped into regional categories called “Licensed Regions”. The inclusion of a country within a particular Licensed Region does not mean that data for such country is available and coverage within a particular Licensed Region is provided only as made generally available by Provider. |
6. | Licensed Materials. The “Licensed Materials” hereunder mean the APIs specified under Section 3 above
that enable access to the Location Platform Services. |
7. | License Grant. Subject to Customer’s compliance with the terms and conditions of this Agreement, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable (unless otherwise permitted herein), revocable, limited license within the Territory and during the Term solely to integrate the Licensed Materials into Permitted Applications for the purpose of enabling Permitted Applications to access Location Platform Services using methods and means of access as described in product and services documentation made available by Provider and in a manner in accordance with the terms of this Agreement. For sake of clarity, Customer may only integrate the Licensed
Materials as specified herein or in any other agreement between the parties. For purposes of the Permitted Applications set forth in [*****], Customer may only integrate the [*****] and [*****] into such Applications. In addition, for purposes of [*****] set forth in [*****], the license grant in this Section 7 shall include the right for Customer to grant |
8. | Permitted Use. Subject to the terms
and conditions of this Agreement and the scope of the licenses granted under [*****] and [*****], the “Permitted Use” of the Licensed Materials by Customer means the following: |
9. | Access
to Licensed Materials. Customer is required to use a unique token and/or application ID as provided by Provider for each Permitted Application (“Access Credentials”). Customer shall be solely liable for any use of the Licensed Materials with Customer’s Access Credentials. Customer agrees to take due care in protecting Customer’s Access Credentials against misuse by others and promptly notify Provider about any misuse. In the event of any breach by Customer of the security measures established by Provider, Provider shall have the right to immediately terminate Customer’s access to the Licensed Materials. |
10. | Conditions. The following conditions apply to the Permitted
Use of the Licensed Materials by Customer: |
a. | The Location Platform Services may only be used in conjunction with map data or other geographic content licensed from Provider pursuant to the DLA. The Licensed Materials are not licensed for use with map data or other geographic content [*****]. |
b. | Access to the Location Platform Services require Internet connectivity, which is not provided by Provider and must be arranged for by Customer. |
11. | Restrictions. In
addition to any restrictions set forth under Exhibit D, Customer shall not: |
a. | make available to any third party (including without limitation any Customer Affiliates and subcontractors) the Licensed Materials (or any portions thereof) and/or the Location Platform Services as a standalone service or product, other than as explicitly permitted in this Agreement; |
b. | create mash-ups, enhanced services or similar alteration, if such use will result in (1) the creation of a derivative location
platform or content product that is competitive with a substantially similar product or service of the Provider unless otherwise permitted herein, (2) the degradation of the perceived quality of the Licensed Materials, or (3) the incorrect attribution of Results; |
c. | access or use the Licensed Materials through any technology or means other than as permitted herein; |
d. | [*****] to End User actions or otherwise [*****] to the Licensed Materials. For sake of clarity, [*****] related to an [*****] or End User action are [*****](e.g.,
[*****] based on an End User’s search result); |
e. | use the Licensed Materials in a manner that pre-fetches, caches, or stores any Results except as explicitly allowed by the caching headers (as defined in Section 13 of the HTTP/1.1 standard) returned by the Location Platform Services and in the terms of use for any batch geocoder that may be licensed hereunder. Where allowed, the Results may be stored or cached for no more than [*****] and only to the extent necessary for [*****] usage of the Results. Notwithstanding the foregoing, Customer and/or [*****] shall be allowed to store a limited cache of Results, consisting solely of POI data, as a list of “Favorites” and/or “Recents” for individual End-Users |
f. | Caching
or storing Content for the purpose of building a repository of assets (e.g., satellite imagery) or scaling one Request to serve multiple End Users is prohibited; and |
g. | use Results to generate sales lead information in the form of ASCII or other text-formatted lists of category-specific business listings which (x) include complete mailing address for each business, and (y) contain a substantial portion of such listings for a particular county, city, state or zip code region. |
12. | Use of Licensed Materials. Customer
will be responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by Customer in connection with the Permitted Use and Customer’s use of the Licensed Materials and the Location Platform Services. |
13. | Use of Customer Applications. Upon request by Provider, Customer shall provide Provider with access to its [*****], and shall provide Provider with access to the prototype and commercial versions of any Permitted Applications developed by Customer |
14. | Requirements for Permitted Applications. The Permitted Application and use of the Location Platform Services must comply with the following criteria and requirements, as may be modified by Provider from time to time: |
15. | Customer and Third Party Content. For purposes of this Section, “Content” means any data or content, including but not limited to, points of interest, trademarks, logos, maps, satellite imagery or pictures of the view from the streets, “Customer Content” means Content owned by Customer, and “Third Party Content” means Content licensed by Customer from a party other than Provider. |
(i) | Customer may layer Customer Content including satellite imagery and points of interest on top of Results delivered within map, route and search canvases; |
(ii) | Customer may layer Third Party Content not available from HERE on top of Results delivered within map, route and search canvases; |
(iii) | Any
display of Customer Content must provide correct attribution so that the origin of Results and the origin of Third Party Content can be reasonably understood. |
16. | End User and Supplier Terms. |
(i) | Customer is required to (a) make the End User Terms available to End Users in connection with the Permitted Applications; and (b) cause each End User to accept the End User Terms in such a manner that the End User Terms
are enforceable against the End User by the Provider. |
(ii) | If Permitted Applications enable access to the Location Platform Services solely within the surface area in the Permitted Application displaying visual map imagery made available by Provider (“Map Canvas”) and if the Map Canvas stays visible |
(iii) | Upon reasonable notice, Provider reserves the right to amend or replace End User
Terms from time to time at its sole discretion. Additionally, Provider reserves the right to (A) review the manner in which Customer causes End Users to accept the End User Terms; and (B) require Customer to change the implementation of acceptances and/or acquire additional consents from End Users if deemed necessary at Provider's sole discretion; provided, however that to the extent that the foregoing is inconsistent with [*****], Customer and Provider shall work together in good faith to determine if a reasonable alternative solution is available. |
(iv) | Licensed Materials may include data, content or services provided by third parties. Customer shall comply with all Supplier Terms. Upon reasonable
notice, Provider reserves the right to amend or replace the Supplier Terms from time to time at its sole discretion. |
17. | Branding. The Location Platform Services will be subject to Provider’s standard identity guidelines as provided by Provider from time to time. |
18. | Advertising. Customer or Provider may display third party advertising in conjunction with Results. |
19. | Testing. Customer
shall not use the Licensed Materials to perform load testing, performance testing and/or any other health-check testing within any server environment or any other testing that may adversely impact Provider’s server environment without Provider’s prior written consent. |
20. | Hosting. As of such dates for which each Location Platform Service is made available, Provider will host the Location Platform Services. |
21. | Service Level Agreement. Provider shall provide the Location Platform Services
in accordance with the SLA set forth in Exhibit C. Provider reserves the right to change and/or suspend its commitments under the SLA in the event Customer is in breach of any material terms and conditions of this Agreement. |
22. | Definitions. In addition to any defined terms under this Agreement, the following definitions shall apply to this Agreement: |
HERE North America, LLC | TELENAV, INC. |
By: /s/ Stephen W. Kelley | By: /s/ Michael Strambi |
Name: Stephen W. Kelley | Name:
Michael Strambi |
Title: Director, Legal and Intellectual Property | Title: Chief Financial Officer |
Date: 2/10/2014 | Date: 2/6/2014 |
HERE North America, LLC |
By: /s/ Gregory P. Drescher |
Name: Gregory
P. Drescher |
Title: Senior Legal Counsel |
Date: 2/10/2014 |
A. | FUEL PRICES SERVICE |
1. | Description.
The Fuel Prices Service provides access to fuel price information in the United States and Canada as further described in service specification documentation made available by Provider as updated from time to time. The service also provides a fuel-prices index for European cities. The following features are provided: |
a. | A dynamic data feed that includes frequently updated prices |
b. | Provides applications with filtered results based
on fuel type, brands etc. |
c. | Includes Gas Price index; indication if gas gets cheaper or more expensive |
2. | Format: REST-API; Supports Browser-based applications |
B. | LOCAL SEARCH SERVICE] |
1. | Description.
The Local Search Service provides access to geocoding and search capabilities to enable applications to carry out context relevant searches for points of interest (POIs), addresses and other locations, all as further described in service specification documentation made available by Provider as updated from time to time. The following features are provided: |
a. | Search support for all major languages including Russian and Chinese |
b. | Rich licensed and community generated POI content (ratings, reviews, pictures) |
c. | Location
relevant results |
d. | Free-text fuzzy search and category based exploratory search |
e. | Geocoding and reverse geocoding of individual POIs, street addresses and other locations in response to search requests input by End-Users |
f. | Machine learning based relevance engine |
g. | Search
results include, where available, latitude/longitude (geocode) and address information |
2. | Format: REST-API; Supports Browser-based applications |
C. | PARKING AVAILABILITY SERVICE |
1. | Description. The Parking Availability
Service provides access to real-time parking information for both on-street and off-street parking as well as access to a third party provided payment solution for certain on-street parking, all as further described in service specification documentation made available by Provider as updated from time to time. |
a. | Off-street availability and On-street Payment |
b. | Identity management by Provider |
c. | PCI compliant credit card handling and payments |
d. | One
click parking payment – pay per second |
e. | Subscription based service |
2. | Format: |
a. | REST and XHTML API for client and automotive telematics backend integration |
b. | Browser
based XHTML application for easy integration into navigation apps (Delivered by B2B mobile solutions) |
3. | Additional Provisions. The following additional provisions are applicable to the Parking Availability Service: |
a. | The parking payment capability available through the Parking Availability Service is provided by a third party provider. Such third party is fully responsible for processing payments and for accepting and managing sensitive financial and other personally-identifiable information, including
without limitation credit card information. All credit-card information is encrypted and passed on to the third party for storage and/or processing payments. |
b. | Payment facility is not available in all regions. |
c. | All parking facilities do not provide the payment facility. |
D. | SAFETY
CAMERA SERVICE |
1. | Description. The Safety Camera Service provides both validated fixed and crowd-sourced mobile traffic camera locations for a given proximity as further described in service specification documentation made available by Provider as updated from time to time. The following features are supported: |
a. | Alerting of traps while you drive (requires client component) |
b. | Aggregates
static and dynamic content |
c. | Setup Routes and receive alerts |
d. | Report or vote on traps |
2. | Format: REST-API; Supports Browser-based applications |
E. | WEATHER
SERVICE |
1. | Description. The Weather Service provides access to weather information at a destination or along a route. The following features are provided: |
a. | Weather observations |
b. | Temperature, Wind, Rain, Visibility, etc.) |
c. | Daily
forecast (temperature, wind and 31 different forecast conditions) |
d. | Hourly
forecast (up to 48 hours) |
e. | Weather Alerts (specific alerts including description and significance |
2. | Format: REST-API; Supports Browser-based applications |
1. | DEFINITIONS |
2. | LOCATION
PLATFORM SERVICES LEVEL MANAGEMENT |
2.1. | Standard Location Platform Services Availability |
2.2. | Monitoring |
2.3. | Operations Support Contacts |
Entity | Telephone | E-Mail Address |
Provider | [*****] | [*****] |
Customer | [*****] | [*****] |
2.4. | LATENCY
TARGETS |
3. | CHANGE MANAGEMENT |
3.1. | Maintenance
Notifications |
3.2. | Location Platform Services Maintenance |
4. | EXCLUDED
SERVICES |
a. | Subject to Customer’s compliance with the terms and conditions of this Agreement, Provider grants to Customer the license granted in Section 7 of the Agreement. |
b. | Notwithstanding anything to the contrary in this Agreement, except for the express
limited license granted by Provider in the Section 7 of the Agreement, no other, additional or broader licenses or releases and no covenants not to sue, non-asserts or any rights or immunities, whether express or implied or by estoppel, are granted hereunder under any Intellectual Property Rights by Provider or its Affiliates. |
c. | Nothing in this Agreement prevents Provider from developing, distributing and/or making use of any application that is directly or indirectly competing with the Permitted Application. |
i. | (1) make any modifications, additions, omissions, adaptations, derivative works or alterations of or to the Licensed Materials and/or the Results; (2) interfere with the performance of the Licensed Materials and/or the Results; (3) complete mass downloads or bulk feeds of any content or information derived from the Licensed Materials, (4) use benchmarking methods, e.g., robots, to access or analyze the Licensed Materials and/or the Results, or (5) alter or manipulate the Licensed Materials and/or the Results, or modify the default settings, operation, look and/or feel of the Location Platform Services (including but not limited to displayed logos, terms
and notices) in any way; |
ii. | use the Licensed Materials and/or the Results in connection with any unlawful, offensive, obscene, pornographic, harassing, libelous or otherwise inappropriate content or material; |
iii. | use any data, content or materials made available by Provider not specified in this Agreement or any other agreement between the Parties; or |
iv. | reverse
engineer, decompile, disassemble or otherwise attempt to discover the source code of all or any portion of the Licensed Materials. |
a. | Customer shall pay Provider the License Fees and other applicable fees in the amounts, currency and by the due dates specified in Section 4 of the Agreement. |
b. | Unless otherwise set forth in Section 4 of the Agreement, Customer
shall provide Provider with a written report in accordance with the reporting obligations under the applicable TL to the DLA. |
c. | Any amount not paid when due shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law. Customer shall pay any and all fees, currency conversion costs, taxes and other costs or charges on all payments and transfers to Provider, |
d. | All License Fees payable by Customer under this Agreement are exclusive of applicable taxes and duties, including without limitation, applicable sales tax and VAT. |
a. |
Customer shall display Provider’s copyright notices and other proprietary rights legends (“Provider Legends”) as specified by Provider (including without limitation, as specified in the Provider brand guidance or successors or equivalents thereof in connection with the Permitted Application and on all placements within or related to the Permitted Application and product and marketing materials related to the Permitted Application (collectively, “Collateral”) as specified by Provider; provided that (i) all use of Provider Legends is subject to Provider’s prior written approval, which approval shall not be unreasonably withheld or delayed; and (ii) in the event that Customer is unable to obtain [*****] agreement with Provider’s requirements related to the display of Provider Legends, Customer and Provider shall work together in good faith to determine if a reasonable alternative solution is available. Without limiting the foregoing, in connection with the
Permitted Application and in all instances where a reference to the Location Platform Services is used or where Collateral references the Location Platform Services, Customer shall attribute Provider as the creator and source of origin of the Location Platform Services and shall not in any way mislead, represent or imply that Customer or any third party is the creator or source of origin of the Location Platform Services. |
b. | Customer shall display Provider’s trademarks, logos, service marks, trade names and similar designations (collectively, “Provider Marks”) as specified by Provider in the Provider brand guidance or successors |
c. | During the Term of this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the Provider Marks as required under Section 6(b) above. Customer must conspicuously indicate in any and all materials displaying the Provider Marks that (a) Provider is the owner thereof or (b) the Provider Marks are trademarks or service marks of Provider and/or its Affiliates, as applicable, or (c) all of the above, as applicable. Nothing stated herein shall constitute a grant or other transfer to Customer of any right, title or interest in the Provider Marks or any other intellectual
property rights of Provider. Customer’s use of the Provider Marks shall inure to the benefit of Provider and/or its Affiliates. |
d. | Upon termination or expiration of this Agreement for any reason, Customer shall immediately cease all use of Provider Legends and Provider Marks unless otherwise provided herein. |
a. | Termination for Breach. Either Party may terminate this Agreement by written notice (i) if the other Party fails to cure any material remediable breach within [*****] of receipt of written notice; or (ii) [*****] upon material breach by the other Party if such breach cannot be remedied. |
b. | Termination
for Bankruptcy. Either Party may terminate this Agreement immediately upon written notice if any of the following events occur affecting the other Party: (i) voluntary bankruptcy or application for bankruptcy; (ii) involuntary bankruptcy or application for bankruptcy not discharged within [*****]; (iii) appointment of receiver or trustee in bankruptcy for all or a portion of the other Party’s assets; or (iv) an assignment for the benefit of creditors. |
c. | End User Breach. If Customer or Provider becomes aware of any End User being in breach or violation of the End User Terms, Customer will use commercially reasonable efforts to enforce the End User Terms against such End User. Upon request by Provider,
Customer shall immediately terminate or deny access to any End User of the Permitted Application who is in violation of End User Terms. |
d. | Obligations On Termination; Survival. Immediately following termination or expiration of this Agreement, Customer shall cease all distribution of the Permitted Application that use the Licensed Materials and Customer shall no longer make use of the Licensed Materials and/or Provider Marks. Customer shall uninstall, return or |
a. | By virtue of this Agreement, no ownership of any Intellectual Property Rights relating to the Licensed Materials, Location Platform Services, Results, Provider Marks
or any other information or material provided by Provider to Customer is assigned or transferred to Customer and such Intellectual Property Rights are protected by international treaty provisions and applicable Laws. The structure, organization, and code of the Licensed Materials and Location Platform Services are the valuable trade secrets and Confidential Information of Provider, its licensors and/or Affiliates. Except as explicitly set forth in the Section 1 and Section 6(c) of the Agreement, no right, license, release, covenant not to sue or other rights or immunities, express or implied, by estoppels or otherwise are granted to any part of the Licensed Materials, Location Platform Services, Results or Provider Marks. For purposes of clarity and notwithstanding anything to the contrary in this Agreement, the limited license of Section 1 of the Agreement does not include any licenses, releases, covenants not to sue or any other rights or immunities, whether expressly,
impliedly or by estoppel or otherwise, to any Enabling Technologies, even if such |
b. | Customer agrees that it and its Affiliates, as the case may be, covenant and agree not to bring suit before any court or administrative agency or otherwise assert any claim against Provider and/or any of its Affiliates, suppliers or customers alleging that the use of the Licensed Materials and/or Provider Marks by Provider and/or any of its Affiliates, suppliers or customers infringes any of Customer’s or Customer’s Affiliate’s Intellectual Property Rights that directly and materially incorporate the Licensed Materials and/or
Provider Marks. |
c. | Customer agrees that it and its Affiliates shall impose the obligation stated in Section 10(b) above on any third party to whom Customer or Customer’s Affiliates may assign or transfer Customer’s Intellectual Property Rights. This obligation is restricted to suits or other assertions based on such assigned or transferred Intellectual Property Rights and is further restricted to the Customer’s or Customer’s Affiliate’s use of the Licensed Materials and Provider Marks or implementations thereof under this Agreement. |
d. |
Customer shall be released from Customer’s covenant and agreement not to sue under this Section 10 in relation to a particular beneficiary (but not in relation to any other beneficiary) in the following event if: (i) Customer is first sued for alleged Intellectual Property Rights infringement related to the Licensed Materials by such other beneficiary who benefits from Customer’s covenant and agreement as set forth herein; and (ii) the suit is based on Customer’s alleged infringement of such other beneficiary’s Intellectual Property Rights in Section 10(b) above. |
a. | Each Party hereby represents and warrants to the other that: |
i. | It
is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; |
ii. | It has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; |
iii. | The execution and delivery of this Agreement will not conflict with or violate any other agreement to which such Party is a party; |
iv. | It
is not a party identified on any governmental export exclusion lists; and |
v. | It will implement and comply with appropriate data privacy and security measures in connection with its collection, processing, transfer and use of personal data, if any, under this Agreement. |
b. | Customer represents and warrants that: |
i. | It
shall comply with all applicable Laws with respect to its obligations and use of the Licensed Materials under this Agreement; |
ii. | Use of the Licensed Materials shall be in compliance with this Agreement, any documentation, technical guidelines and other requirements as Provider may provide from time to time and any applicable Laws; |
iii. | The Permitted Application shall not contain nor distribute any viruses, spam, files, code malware or any other malicious software programs,
technology or content that may harm or disrupt the operation of the Licensed Materials or Location Platform Services; and |
iv. | It shall exercise all legally required care and diligence in connection with the design, manufacture, workmanship, testing, distribution and operation of the Permitted Application. |
c. | EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE LICENSED MATERIALS AND LOCATION PLATFORM SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS;
PROVIDER, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY THAT THE LICENSED MATERIALS AND LOCATION PLATFORM SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE; AND; PROVIDER, ITS AFFILIATES AND THEIR LICENSORS SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LICENSED MATERIALS AND LOCATION PLATFORM SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. |
a. | Except
for Provider’s agreement to defend, indemnify and hold harmless Customer as set forth in Sections 13(b) and (e), Customer agrees to defend, indemnify and hold harmless Provider and its Affiliates, contractors and suppliers from and against all third party claims and all liabilities, assessments, losses, costs (including reasonable attorneys’ fees) or damages resulting from or arising out of any and all liabilities arising out of any cause or event which is attributable to Customer’s or its End Users’ use or possession of the Licensed Materials as a result of the license granted to Customer hereunder or Customer’s failure to perform or comply with any term of this Agreement, including but not limited to liabilities for claims for personal injury ,product liability or infringement of a third party’s intellectual property rights not subject to Provider’s indemnification obligations as set forth in 13(b) and (e). |
b. | Subject
to Customer’s performance of its obligations under this Agreement and subject to Section 14, Provider agrees to defend, indemnify and hold harmless Customer from and against any liability, damages, costs and expenses, including reasonable attorneys’ fees, resulting from or arising out of any claims by a third party alleging that the Licensed Materials as provided by Provider infringe Intellectual Property Rights of a third party, including by paying the amounts Customer is obligated to pay to the third party in accordance with a final judgment or settlement of the claims. |
c. | The indemnification obligations of the Parties specified above are subject to the following conditions: the indemnified Party (i) promptly notifies the indemnifying Party
in writing of the claim, (ii) agrees to give the indemnifying Party control over the defense of such claims, (iii) agrees to reasonably co-operate in the defense at indemnifying Party’s expense, and (iv) shall not agree to the settlement of any such claim and/or to acknowledge any liability or infringement without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld. Notwithstanding indemnifying Party's primary right to have control over defense, (i) the indemnified Party has the right to select its own counsel to independently participate in any such defense at its own expense, (ii) indemnified Party may take all necessary steps, at the expense of the indemnifying Party, to defend itself unless the indemnifying Party, to the reasonable satisfaction of the indemnified Party, assigns a reputable counsel and carries out the defense in a professional manner; and (iii) the indemnified Party may, at its option and at the risk
and expense of the indemnifying Party, have full control over the investigation, defense and/or settlement of the claim, and the indemnifying Party agrees to fully cooperate with such defense if the indemnified Party reasonably determines that any claim or any proposed claim settlement might adversely affect its legitimate interest; and, if the indemnified Party elects to do so, the indemnified Party and its attorneys shall proceed diligently and in good faith. |
d. | If the Licensed Materials as provided by Provider are found to infringe the Intellectual Property Rights of a third party and as a result a final injunction is obtained in a competent court against Provider or Customer’s sale of the Permitted Application, or if in Provider’s opinion
actions are needed to avoid potential infringement, Provider may, at its expense and option: (i) procure for Customer the continued right to the Licensed Materials, (ii) replace or modify the Licensed Materials in whole or in part, with substantially similar, functionally equivalent, non-infringing Licensed Materials, or (iii) only in the |
e. | Provider
shall have no liability and Provider’s obligations under this Section 13 shall not apply to the extent that the claim, judgment or settlement is either partially or in whole based on (i) Customer continuing any allegedly infringing activity after being notified of any such allegedly infringing activity or after being informed of or provided with modifications or alternatives that would have avoided the alleged infringement, provided however that Provider shall still be liable under this Section 13 for any allegedly infringing activity that occurred prior to such time or immediately following such time, before Customer could have reasonably made the provided modification or change; or (ii) Customer’s use of the Licensed Materials and related services or materials that is not strictly in accordance with the rights granted under this Agreement. The Parties further agree that Provider’s obligations under this Section 13 shall be limited to the portion of the overall claim
that is based on the Licensed Materials as provided by Provider if the claim, judgment or settlement is based in any part on (i) any software, services or other material provided by or on behalf of Customer, (ii) any modification of the Licensed Materials or related services or materials if such modification is not done by Provider or if such modification is done by Provider pursuant to Customer’s (including any Customer’s Affiliate, employee or subcontractor) written instruction, (iii) any Enabling Technologies, even if such Enabling Technologies are necessary for use of the Licensed Materials; |
f. | Notwithstanding anything to the contrary in this Agreement, the indemnity provided in Section 13(b) shall be the sole and exclusive remedy for Customer
by Provider regarding third party Intellectual Property Rights infringement claims. |
a. | Neither Party shall be liable to each other in contract, tort or otherwise, whatever the cause thereof, for any loss of profit, business or goodwill or any indirect, special, consequential, incidental or punitive cost, damages or expense of any kind, howsoever arising under this Agreement, except in cases of intentional misconduct, gross negligence or breach of confidentiality. |
b. | Customer
understands that Provider is not responsible for and will have no liability for hardware, software or other items or any services provided by any persons other than Provider. |
c. | For any and all claims brought under this Agreement, as well as any and all claims brought under [*****] and [*****], regardless of the nature of the claim or the basis on which the claim is made (including but not limited to, breach, negligence, misrepresentation, indemnification or other contract, tort or statutory claim), the aggregate, cumulative and total liability of either Party, its employees, licensors or Affiliates will in no event exceed the amount of [*****] by Customer
under [*****] and [*****] from which the claim arises during the [*****] preceding the date on which the claim arose. The foregoing limitation of liability shall not apply to claims arising out |
d. | CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FEES AND ALLOCATION OF THE RISKS (AS EXPRESSED IN THE INDEMNITIES AND THE LIMITS ON WARRANTIES, LIABILITIES, DAMAGES AND REMEDIES) CONTAINED HEREIN REFLECT THE ECONOMIC BASIS OF THIS AGREEMENT, IN THE ABSENCE OF WHICH THIS AGREEMENT WOULD NOT HAVE BEEN MADE. |
26. | DEFINITIONS.
|
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/19 | 10-Q, NT 10-Q | |||
Filed on: | 5/8/14 | S-8 | ||
For Period end: | 3/31/14 | |||
2/10/14 | ||||
12/1/02 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/26/20 Telenav, Inc. 10-K/A 6/30/20 12:1.4M Donnelley … Solutions/FA 8/21/20 Telenav, Inc. 10-K 6/30/20 113:16M |