Map Server License Agreement[推荐]

第一篇：Map Server License Agreement[推荐]

between aaa corporation and bbb, inc

this amended and restated agreement(this 'agreement')is entered into as of _________,_________,_________(m,d,y)(the 'effective date')by and between aaa corporation, a corporation organized under the laws of the state of _________(placename)('aaa'), and bbb, inc., a corporation organized under the laws of the state of _________(placename)('bbb'), with reference to the following facts:

a.on or about _________,_________,_________(m,d,y), aaa caused the formation of bbb and transferred certain aaa assets to bbb in return for certain stock in bbb.b.to assist bbb in its daytoday operations as a new corporate entity, aaa and bbb entered into a map server license agreement dated as of _________,_________,_________(m,d,y)(the 'map server agreement'), pursuant to which aaa provided certain local street maps and driving directions and other mapping services to bbb, and bbb engaged aaa to provide such services.c.the parties now desire to amend and supercede the map server license agreement in its entirety by entering into this amended and restated map server license agreement pursuant to the terms and conditions set forth herein.therefore, the parties hereby agree as follows:

aaa confidential

1.definitions

1.1 'affiliates' shall mean any entity in which, as of the effective date, bbb, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent(50%)of the equity securities or interests, and only so long as such ownership continues.1.2 'data' shall mean all thirdparty data licensed by aaa and used in maps and in the separate data dump, as of the effective date.1.3 'data dump' shall mean the set of data including but not limited to points of interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in bbb's cataloging system to enable users to search by point of interest when performing a search on bbb.1.4 'bbb icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an bbb logo or other representational icon created by bbb for an bbb travel service or product.1.5 'bbb data feed' shall mean the data supplied by bbb to aaa which contains the geographic location for any travel service offered by bbb, and the location where the bbb icon or other representational icon, which includes an underlying url to the bbb web site, should be placed on the mappoint.net maps used by bbb.1.6 'bbbmaps' shall mean the map services provided on the bbb web site, located at www.xiexiebang.com as of the effective date.1.7 'bbb updates' shall mean any updates, upgrades, error corrections, or other improvements to the server technology that bbb or its affiliates may have developed or will develop pursuant to this agreement.1.8 'bbb web site' means any web site owned or controlled by bbb or its affiliates, which is accessed by users.1.9 'launch date' shall mean the date that bbb begins providing travel services with maps served from computers hosted by aaa, and which in no event will be later than six(6)months after the effective date;provided aaa has meet the requirements of exhibit c and the parties have not mutually agreed to postpone such use.1.10 'link' shall mean:(i)one or more hyperlinks located on the applicable areas of the mappoint.net maps, or(iii)any other alternative method that enables a user to access bbb.links also include any connection to bbb through the internet, email, broadband, internet ii, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions(whether existing now or in the future).1.11 'maps' shall mean collectively, the bbbmaps and the mappoint.net maps.1.12 'mappoint.net maps' shall mean a reliable webenabled mapping solution developed by aaa that includes interactive maps, proximity searching and detailed driving directions.1.13 'point of interest' shall mean those certain geographic locations, which include but are not limited to, such places as campgrounds, parks and other attractions or places of interest(e.g.the empire state building).1.14 'server technology' shall mean the computer software owned by aaa and listed in exhibit a.1.15 'service' shall mean the hosting of server technology, mappoint.net maps, specifications and formats, and which includes without limitation the testing, implementation, hosting, maintenance, support, operation and update schedules, as applicable, for the server technology, data and mappoint.net maps as provided by aaa to bbb as a part of such service, which enables bbb to use the mappoint.net maps as contemplated herein.2.delivery, operation, and use

2.1 delivery.the parties acknowledge that bbb already has copies of the server technology and data in its possession as of the effective date.2.2 updates and error corrections.(a)aaa.aaa and bbb will cooperate to test the initial version of mappoint.net maps that aaa is operating as of the effective date in a beta environment to ascertain if it meets the stability requirements outlined in exhibit c hereto.each upgrade thereto shall be tested in a similar fashion.the parties will cooperate to ensure that the beta testing of the initial version and any upgrade thereto is concluded in a timely manner.(b)mappoint.net map updates.when and if aaa makes commercially available during the term of this agreement any updates, upgrades, error corrections, or other improvements to the mappoint.net maps('mappoint.net map updates'), aaa shall promptly make available such mappoint.net map updates to bbb on servers hosted by aaa to the extent permitted under applicable license agreements.upon bbb's commencement of use, such mappoint.net updates shall be considered part of the mappoint.net maps for purposes of this agreement.bbb must commence using each mappoint.net map update within sixty(60)days after it is first made commercially available;provided they meet the requirements of exhibit c and the parties have not mutually agreed to postpone such use.(c)bbb.in the event that bbb or its affiliate develops any updates, upgrades, error corrections, or other improvements to the server technology, bbb shall promptly deliver, or cause its affiliate to deliver, such bbb updates to aaa.2.3 support and operation.prior to the launch date, bbb shall be solely responsible for the support and operation of the bbbmaps.effective as of the launch date, aaa shall be solely responsible for the support and operation of the maps, and agrees to provide the service to bbb in accordance with exhibit c hereto with at least the same service level that aaa will provide to the aaa properties currently using bbbmaps backend map server, which shall be no less than a commercially reasonable service level.as of the effective date, these aaa properties include carpoint, home advisor, ms commute, msn mobile, msnbc and yellow pages(the 'aaa backend properties').aaa shall insure that it has the server infrastructure necessary to deliver stable service and handle the volume of calls/queries to bbb's mappoint.net maps servers that will be generated by usage levels forecasted quarterly by bbb pursuant to section 2.4, and that such service shall be delivered in a high grade and professional manner and in accordance with this section 2.3 and exhibit c.aaa will provide bbb with ninety(90)days advanced notice should aaa change or alter in any way the underlying latitude/longitude system provided at the time of launch of mappoint.net maps on bbb.the parties will implement a process for bbb's transition to use of mappoint.net maps as set forth in section 2.5 below.2.4 bbb will make a commercially reasonable effort to provide aaa with reasonably accurate quarterly forecast of usage and sixty(60)days advance notice of any known significant usage volume increases and major releases.2.5 transition plan.the parties agree that bbb's transition to mappoint.net maps will proceed as follows:

(a)prior to the launch date, aaa shall provide bbb with an explanation of the services and operating procedures not specified on exhibit c that aaa will provide.(b)aaa shall resolve the four(4)bugs which are listed on exhibit e hereto prior to the launch date.(c)aaa and bbb will test the initial version of mappoint.net pursuant to section 2.1 above.(d)bbb must give aaa at least sixty(60)days prior written notice of the actual launch date.(e)the current map server urls owned by bbb and used for providing maps to certain bbbmaps users will be allowed to reference bbb's dedicated cluster for mappoint.net.bbb will put the redirect in place to the aaa servers.2.6 use of maps.(a)the parties acknowledge that aaa is already using bbbmaps to serve local street maps and/or provide driving directions in the aaa backend properties.aaa agrees that by the launch date, it shall cease use of bbbmaps on the aaa backend properties, and in any and all current and future version of any aaa software programs(currently used in front page, macoffice, entourage, and aaa outlook).notwithstanding the foregoing, aaa shall not be required to cease use of bbbmaps in aaa hotmail, aaa iesearch or msn.com, or to stop linking to the front end of an bbb web site;provided, however, that following the launch date, bbb shall not be obligated to provide mapping services to any aaa property or product.(b)notwithstanding anything to the contrary in this agreement, the parties agree and acknowledge that bbb shall not be required to use or continue to use all or any part of the mappoint.net maps or the service provided by aaa until six(6)months after the effective date, provided that such mappoint.net maps or service meet the requirements of exhibit c and the parties have not mutually agreed to postpone such use.2.7 mappoint.net map functionality.within one(1)year following the effective date, aaa, at its sole cost and expense, will develop for mappoint.net maps functionality which enables bbb, at its option, to display within such mappoint.net maps, an bbb icon or a icon rendered by aaa to represent the specific location of a travel service made [**] available by bbb('representational icon'), which will contain a link back to an bbb web site determined by bbb.2.8 cobranding.(a)except pursuant to certain bbb agreements where maps are not branded with bbb icons, the parties agree that all maps used by bbb will contain an bbb icon and the mappoint.net logo designated by aaa from time to time.the parties agree that in any case where a map is not branded with an bbb logo, bbb shall not be required to brand such map with a aaa logo.in no event shall the aaa mappoint.net logo contain designations such as 'www.xiexiebang.com unless otherwise provided by bbb.all end user email requests and responses are communicated in english only, with a response time goal of twentyfour(24)hours or less.service and support will be delivered down to the switch port level, and will provide services such as 24x7 monitoring of network functionality, notification of loss of said functionality in such an event, and troubleshooting response and clearly defined escalation path to such loss of said functionality.notification and troubleshooting response to meet the following conditions:

1.'critical bugs'.for the purposes of this agreement, a 'critical bug' shall mean cases where bbb cannot conduct commerce or where maps are down and not functioning due to problem caused by aaa.in the case of a critical bug, aaa's geography product unit and bbb will designate resources to continuously work on such critical bug 24x7.2.'severe bugs'.for purposes of this agreement, a 'severe bug' shall mean a problem caused by aaa where there is grossly inaccurate map data, such as new york appearing in canada, bugs that have a material impact on bbb's ability to conduct commerce in a reliable fashion, or when a point of interest is more than one(1)mile from its accurate global position(this does include the hotel database).in the case of a severe bug aaa's geography product unit and bbb will designate resources to continuously work on such severe bug monday through friday, 8:00 am to 5:00pm(pst).3.aaa will provide bbb with the means to submit and retrieve update status for critical bugs and any other bugs deemed material to bbb, in it sole opinion.4.aaa will assign an account manager for general requests and questions, which shall be available by email and phone monday friday, 8:00am 5:00pm(pst).the parties shall provide each other with an email address and other contract information in connection with the resolution of critical and severe bugs.exhibit e

known bugs

bbbbug39691: mobb8.5: find server iis dies after a long period(approx.48 hours)of stress

bbbbug38960: mobb8.5: front end returning error message for route that should succeed.bbbbug37133: mobb8.5: geoblk: maps and find servers: took significant perf.hit with mobb 8 due to data files.bbbbug42867: mobb8.5: geo proposed fix for intl address crash(related to　#39691)

exhibit f

payment schedule

1.the parties agree that, unless otherwise specified:(i)the payment schedule in section 2(aaa)and section 3(bbb)below(together, 'existing payment schedule')shall apply to charges for server technology, data and bbbmaps services provide by the applicable party until _________,_________,_________(m,d,y), 11:59 p.m.('trueup date');and(ii)the revised payment schedule in section 5 below('revised payment schedule')shall apply to services provided by aaa to bbb which commence as of _________,_________,_________(m,d,y), 12:00 a.m.(midnight).2.existing payment schedule aaa.bbbmaps services/use of bbbmaps: bbb and aaa agree that as of the effective date of this agreement, aaa shall be deemed paid in full for aaa's use of bbbmaps through the trueup date.3.existing payment structure bbb.(a)data services.bbb and aaa agree that as of the effective date of this agreement, bbb shall be deemed paid in full for bbb's use of data services provided by aaa through the trueup date.for the purposes of this section 3.3, 'data services' shall mean the services described in exhibit b with respect to the data which aaa has provided to bbb through its geography product unit.(b)data.bbb shall pay aaa for certain third party license fees or royalties incurred by aaa for sublicensing data in accordance with a mutually agreed upon payment matrix, as represented by the sample calculation on attachment 1 hereto, from _________,_________,_________(m,d,y)until commencement of the revised payment schedule.4.revised payment schedule.(a)following the trueup date and in total and final consideration for mappoint.net maps provided by aaa on a dedicated server cluster as set forth in this agreement, bbb or its designated affiliate shall pay aaa transaction fees on all route transactions(as defined below), location lookup transactions(as defined below)and map transactions(as defined below),(collectively, 'transaction fees')completed from such dedicated server cluster during the term of this agreement, in accordance with the following payment schedule:

(i)route transaction fees.bbb shall pay aaa us$,_________, per route transaction('route transaction fees').(ii)location lookup transaction fees.bbb shall pay aaa us$, ________, per location lookup transaction('location lookup transaction fees').(iii)map transactions fees.bbb shall pay aaa us$, ________ per map transaction('map transaction fees').(b)aaa shall bill bbb or its designated affiliate, as appropriate, fifteen(15)days after the end of each fiscal quarter with respect to any transaction fees that may be owed by bbb or its designated affiliate as described in section 4(a).aaa shall provide bbb or its designated affiliate, as appropriate, with a statement which shall contain information sufficient to discern how the payment was computed.payments shall be due within thirty(30)days after the end of each quarter for which an invoice is provided.for the purposes hereof, a 'fiscal year' shall end on _________,_________,_________(m,d,y), and a 'fiscal quarter' shall mean one of the four(4)threemonth periods in a fiscal year, as customarily determined by bbb.(c)for the purposes of this agreement, the following definitions apply:

(i)'route transaction' means any one or more of the following:(x)text and/or voice driving directions from a single origin(but not an origin constituting a sensorgenerated location of the enduser's computer device)to any single destination directly or through one or more waypoints,(y)the travel time and/or distance for all or any portion of such route, and(z)a raster image depicting a map including the route or a series of an average of seven(7)raster images respectively depicting maps including successive portions of the route.(ii)'location lookup transaction' means find information in the form of either the street address or intersection of streets at which a point of interest or address, identified based on a search requested by the enduser, is located, and additionally may include a raster image depicting such location on a map.(iii)'map transaction' means a single raster image depicting a map for a predetermined or enduserspecified geographical area(but not in any way based on a sensorgenerated location).5.revised payment schedule payment exceptions.notwithstanding anything to the contrary in this agreement, upon commencement of the revised payment schedule, bbb shall not be required to pay to aaa any transaction fees generated by any aaa backend properties, as defined in section 2.3 of the agreement, who use bbbmaps to serve local street maps and/or provide driving directions on their respective web sites.the backend properties will be identified on a quarterly report provided by bbb to aaa, in accordance with section 5(b).attachment 1

representative sample of payment matrix

pricing model for transactions

gross transactions

sum of page views date

domain _________(m,y)_________(m,y)grand total

location lookup

transactions(sf)_________ _________ _________

map

transactions(sf)_________ _________ _________

route

transactions(sf)_________ _________ _________

grand total _________ _________ ______________

assumptions

average maps per route _________

average maps per find __________

world data factor _________%

population coverage(pro rata)_________%

per transaction volume

price discount

adjusted

transactions _________(m,y)_________(m,y)grand total

location lookup

transactions(sf)_________ _________ _________%

map

transactions(sf)_________ _________ _________%

route

transactions(sf)_________ _________ _________%

priced

transactions _________(m,y)_________(m,y)grand total per trans fee

location lookup

transactions(sf)$,_________ $,_________ $,_________ $,_________

map

transactions(sf)$,_________ $,_________ $,_________ $,_________

route

transactions(sf)$,_________ $,_________ $,_________ $,_________

total navtech

fee $,_________ $,_________ $,_________ $,_________

exhibit g

representative sample of mappoint.net map

this representative sample depicts treatment of a bbb logo and a aaa logo, and the placement of a aaa copyright notice.