Map Server License Agreement

1、英文合同|contract server;map;agreement;license编号：ht-zcffngikhemap server license agreementall legal explanation, the more simple, is also fair law.甲方：_乙方：_签订日期：_word文档 / a4打印 / 可编辑between aaa corporation and bbb, incthis amended and restated agreement (this agreement) is entered into as of _,_,_(m,d,y)

2、(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 f

3、ormation 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 provi

4、ded 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 agreeme

5、nt pursuant to the terms and conditions set forth herein.therefore, the parties hereby agree as follows:aaa confidential1. definitions1.1 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 owne

6、rship 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 includi

7、ng 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 bbbs cataloging system to enable users to search by point of interest when performing a search on bbb.1.4 bbb icon shall

8、mean any graphics or te_t, 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 tr

9、avel 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 bbb as of the

10、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

11、, 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 si_ (6) months after the effective date; provided aaa has meet the requirements of e_hibit c and the part

12、ies 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,

13、broadband, internet ii, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether e_isting now or in the future).1.11 maps shall mean collectively, the bbbmaps and the mappoint.net maps.1.12 mappoint.net maps shal

14、l mean a reliable webenabled mapping solution developed by aaa that includes interactive maps, pro_imity 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 a

15、ttractions 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 e_hibit a.1.15 service shall mean the hosting of server technology, mappoint.net maps, specifications and formats, and which includes without limitatio

16、n 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, o

17、peration, and use2.1 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

18、 as of the effective date in a beta environment to ascertain if it meets the stability requirements outlined in e_hibit 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 co

19、ncluded 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

20、.net map updates to bbb on servers hosted by aaa to the e_tent permitted under applicable license agreements. upon bbbs 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 updat

21、e within si_ty (60) days after it is first made commercially available; provided they meet the requirements of e_hibit 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 improveme

22、nts 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 solel

23、y responsible for the support and operation of the maps, and agrees to provide the service to bbb in accordance with e_hibit 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 commerciall

24、y 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

25、calls/queries to bbbs 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 e_hibit c. aaa will provide bbb wit

26、h 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 bbbs transition to use of mappoint.net maps as set forth in section 2.5 below.2.4 bbb

27、 will make a commercially reasonable effort to provide aaa with reasonably accurate quarterly forecast of usage and si_ty (60) days advance notice of any known significant usage volume increases and major releases.2.5 transition plan. the parties agree that bbbs transition to mappoint.net maps will

28、proceed as follows:(a) prior to the launch date, aaa shall provide bbb with an e_planation of the services and operating procedures not specified on e_hibit c that aaa will provide.(b) aaa shall resolve the four (4) bugs which are listed on e_hibit e hereto prior to the launch date.(c) aaa and bbb w

29、ill test the initial version of mappoint.net pursuant to section 2.1 above.(d) bbb must give aaa at least si_ty (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 bbbs

30、 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

31、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,

32、 aaa iesearch or msn, 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

33、 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 si_ (6) months after the effective date, provided that such mappoint.net maps or service meet the requirements of e_hibit c and the parties have not mut

34、ually 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 e_pense, 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 ico

35、n 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) e_cept pursuant to certain bbb agreements where maps are not branded with bbb icons, the pa

36、rties 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 mappoin

37、t.net logo contain designations such as or http:/ or marks of similar intent that serve as a protocol designator, or function as a clickable link to any web page. the bbb icon and the mappoint.net icon will not include any third party marks or advertisements. the bbb icon shall appear in close pro_i

38、mity to mappoint.net logo, with the placement and size of such cobranding to be commercially reasonable and mutually agreeable to the parties. a representative sample of the map cobranding is attached as e_hibit g hereto.(b) aaa shall maintain the bbb icon provided to aaa by bbb for such cobranding

39、or any addition to or substitute thereof that bbb may provide to aaa from timetotime during the term of this agreement. in the event bbb provides aaa with a new or modified bbb icon for such cobranding, aaa shall implement the new bbb icon within thirty (30) days following receipt of the update from

40、 bbb. aaa shall not use any bbb icon in any other manner or for any other purpose without prior written approval by bbb. bbb shall not use any trademark of aaa in any manner or for any purpose without prior written approval by aaa.2.9 dataset updates. aaa will use commercially reasonable efforts to

41、update the data on a quarterly basis.2.10 point of interest display. bbb shall have the right to select which point of interest will be displayed on the mappoint.net maps provided by aaa to bbb in accordance with this agreement.3. license3.1 server technology. aaa hereby grants to bbb and its affili

42、ates a perpetual license (i) to make, use, reproduce, modify, adapt, create derivative works based on, and translate the server technology in object code and source code form, and (ii) to distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, and sell the

43、 server technology in connection with maps in object code form. notwithstanding the foregoing, bbb and its affiliates shall have no right to distribute, transmit, display, license, rent, lease or sell in any manner any portion of the server technology implemented in the aaa geography product units r

44、etail products or internal tools without the prior approval of aaa. additionally, bbb agrees, for itself and on behalf of its affiliates, that bbb and its affiliates shall not license the server technology, in any manner, to third parties that produce products or services that are competitive with t

45、he aaa geography product units (_)or the learning business units products or services without the prior approval of aaa, which approval shall not be unreasonably withheld or delayed.3.2 third party e_clusions. for twentyfour (24) months after the effective date, aaa agrees that it will not with resp

46、ect to local street maps and driving directions and other mapping services, provide such mapping services to the following entities through a direct contractual agreement with such entities: hotel reservations network, travelocity, orbitz, cendant (but only with regard to cendants travelrelated serv

47、ices and businesses), priceline, or any entity that, at the time such agreement is e_ecuted, is a wholly owned subsidiary of any of the foregoing entities. notwithstanding the foregoing, travelocity shall remain an e_cluded party for the term of this agreement. in addition, aaa agrees that bbb shall

48、 be a provider of travel booking, travel service or travel point of interest data that is featured and/or integrated into the maps provided and/or developed by the aaa geography product unit.3.3 data. as of the effective date, aaa has licenses to use the data for aaas own business purposes. to the e

49、_tent aaa has the right to sublicense rights in data to bbb for bbbs business purposes, aaa hereby does so sublicense the data for use in connection with maps and the data dump. to the e_tent aaa does not have the right to sublicense data to bbb and to the e_tent such sublicense is necessary for the

50、 purposes of the services described in section 2.3 above, aaa shall use reasonable efforts to assist bbb to obtain licenses in such data, at bbbs e_pense. additionally, bbb agrees that it shall not license the data, in any manner, to third parties that produce products or services that are competiti

51、ve with the aaa geography product units or the learning business units products or services without the prior approval of aaa, which approval shall not be unreasonably withheld or delayed.3.4 bbb updates to server technology. bbb, on behalf of itself and its affiliates, hereby irrevocably conveys an

52、d assigns to aaa, and agrees to assign to aaa, all right, title and interest in any copyrights in the bbb updates, and in all renewals and e_tensions of those copyrights that may be secured under the laws now or hereafter in force and effect in the united states of america or in any other country or

53、 countries.4. payments4.1 server technology. aaa shall provide the licenses in the server technology to bbb free of charge. commencing upon the launch date, bbb may, but shall not be required to, develop bbb updates to the server technology, but to the e_tent they are developed they shall promptly b

54、e delivered to aaa.4.2 payment schedules. the payment schedules for services delivered under this agreement and prior to the effective date of this agreement are on e_hibit f attached hereto.4.3 most favored nation. aaa will not charge bbb a price for services rendered under this agreement, or provi

55、de bbb with a level of service, that is less favorable than the rates charged or the services provided to any third party unless such third party agrees to use mappoint.net maps more frequently than bbbs then current actual usage of mappoint.net maps.5. confidential information. the parties understa

56、nd and acknowledge that each of them (and their respective employees, consultants and subcontractors) may have disclosed to it, in connection with the rendition of services and performance of their obligations of this agreement, confidential and/or proprietary information of the other party. the ter

57、ms and conditions of that certain nondisclosure agreement between the parties, dated _,_,_(m,d,y), shall apply to all such confidential and proprietary information. aaa and bbb each agree that the terms and conditions of this agreement, including its attachments, will be deemed to constitute, and be

58、 treated as, confidential information pursuant to this section 5.6. warranties, indemnification, and limitation of liability6.1 warranties.(a) aaa represents and warrants that it is a corporation duly organized, validly e_isting, and in good standing under the laws of the state of _(placename) and has authority to enter into this agreement and perform its obligations hereunder; and(b) aaa represents and warrants that it has and will not gra