Amendment to MapQuest Services Agreement
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This letter designates an amendment ("Amendment") to the MapQuest
Services Agreement ("Agreement") dated February 1, 2000 between Xxxxxxxx.xxx and
Xxxxxxxxxxx.xxx. The Agreement is amended as follows.
Annual service fee of $4,800.00 for InterConnect.TripConnect Plus is not
included. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties undersigned agree to this Amendment of the
Agreement.
Xxxxxxxx.xxx Licensee: Xxxxxxxxxxx.xxx
By: By:
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Date: Date:
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Name: Xxxxx Xxxxxxx Name: Xxxx Xxxxxx
Title: Sales Manager Title: CEO
Address: 0000 Xxxxx Xxxxxx, #000 Address: 0000 Xxx 00 Xxxxx #000
Xxxxxx, XX 00000 Xxxx Xxxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
XxxXxxxx.xxx, Inc.
MapQuest Interconnect Services Agreement
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XxxXxxxx.xxx, Inc. ("MapQuest") has developed a proprietary service
(the "MapQuest Service"), comprised of (i) interactive mapping and locator
technology located on its Internet site ("MapQuest Site"), and (ii) systems to
connect certain mapping and routing components of its service with agreed upon
data of the undersigned party ("License"). In consideration of the terms and
conditions set forth herein, MapQuest and Licensee agree as follows:
(a) "Licensee Site" shall mean the following Internet site
of Licensee: www,xxxxxxxxxxx.xxx xxx.xxxxxx.xxxxxxxxxxx.xxx
(b) "Licensee Data" shall mean solely and exclusively the following
data (meaning a description of the customer database available for searches):
Xxxxxxxxxx.xxx partner location data which shall be searched using the MapQuest
Service for the following purpose(s): to display xXxxxxxxxx.xxx partner location
data on an interactive map with driving directions. Except as may be expressly
set forth in the above definition, Licensee Data shall not include any third
party data.
(c) "MapQuest Service" shall mean the following "Licensed
Components": MapQuest InterConnect and MapQuest TripConnect Plus
(d) The "Term" of this Agreement shall be from February 1, 2000, to
February 28, 2001, and thereafter if renewed in accordance herewith.
(e) "Agreement" means, collectively, this Agreement, Schedule A,
Schedule E, and the following additional schedules: Evaluation License.
(f) "Fees" means, collectively, the following charges,
payable in accordance with Section V of Schedule A:
o Service Set-Up fee of: $1.500.00 (collected for evaluation
period - see Evaluation License attachment) for which
Licensee shall receive the software, related manuals and up
to 10 hours of technical support-
o Annual service fee of: $4.800.00 for InterConnect based on
1-5,000 locations and up to 300,000 map draws. $4,000.00 for
TripConnect plus for up to 100,000 routes.
o MapQuest Hosted Data Update Service fee as set forth in
Schedule E for hosting points of interest data.
o Additional fee of: $2,000 for InterConnect if the number of
locations in database exceeds 5,000 which will then add an
additional 10,000 locations capable of being mapped.
$1,500.00 for InterConnect if the number of map draws
exceeds 300,000 which will then cover and additional 200,000
map draws (like blocks purchased at same price). $1,000.00
for Fast Update if client needs to switch from manual
updates of data to unlimited ftp updates of data to
XxxXxxxx.xxx. $4,000.00 for TripConnect Plus if the number
of routes exceeds 100,000 which will then cover an
additional I )0.000 routes (like blocks of routes purchased
at the same price).
o Technical support in excess of 10 hours will be charged at
$100.00 an hour.
(g) Licensee MapQuest Identification Number: 12662 & 12663.
(h) "MapQuest Site" shall mean the location where MapQuest's
server serves Map and Route Transactions to the Licensee Site.
(i) "End User" shall mean any user who accesses the MapQuest
Service through the License Site.
(j) "Map Transaction" shall mean a single image depicting a map
for a pre-determined or End User specified geographical area.
(k) "Route Transaction" shall mean any one or more of the
following (i) text-explicated driving directions for a route
between a single origin and a single destination specified by
an End User, (ii) the travel time and/or distance for all or
any potion of such route, or (iii) an image depicting a map
including the route.
(l) "Version" shall mean new releases of the MapQuest Service,
which incorporate substantially more function and features
than previous versions, such that the version number prefix
has incremented.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers.
XxxXxxxx.xxx Licensee: Xxxxxxxxxxx.xxx
By: By:
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Date: Date:
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Name: Xxxxx Xxxxxxx Name: Xxxx Xxxxxx
Title: Sales Manager Title: CEO
Address: 0000 Xxxxx Xxxxxx, #000 Address: 0000 Xxx 00 Xxxxx #000
Xxxxxx, XX 00000 Xxxx Xxxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Schedule A - MapQuest Interconnect Services
General Terms and Conditions
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I. Scope of Service. Licensee shall use the MapQuest Service, related
trademarks and other intellectual property ("MapQuest Technology" and in context
"Technology") in applications designed to run across the World Wide Web in an
Internet, Intranet or Extranet environment only as follows: End Users to the
Licensee Site may request display of geographic information related to the
Licensee Data and the MapQuest Service. Upon receipt of each such request, the
MapQuest Service shall automatically append spatial coordinates to the Licensee
Data, so that such Licensee Data can be viewed on an interactive map and/or
driving directions subject to the services selected and licensed hereunder by
Licensee. Specifically excluded from this "Scope of Service" are (i) any use or
operation of the MapQuest Technology on any Internet site other than the
Licensee Site; (ii) products configured to be, or World Wide Web pages
specifically designed for, wireless or satellite delivery services or
applications; and (iii) products, systems or applications installed in or
otherwise connected to vehicles or capable of vehicle navigation, positioning,
tracking or routing. As new technologies for displaying maps and routes from the
World-Wide-Web arises within the internet environment, Licensee shall request
permission from MapQuest prior to developing new uses of the MapQuest Service,
which permission may be withheld in the sole discretion of MapQuest. MapQuest,
upon evaluation of the proposed opportunity, reserves the right to negotiate
with Licensee the terms and conditions of such additional licenses.
II. MapQuest License. During the term hereof and all renewals thereof,
MapQuest agrees to provide Licensee ' with a non-exclusive license of the
MapQuest Service within the Scope of Service, subject to and in accordance with
this Agreement. Licensee shall not use and shall not permit the MapQuest
Technology to be used outside of the Scope of Service or in contravention of
this Agreement or applicable law. Licensee grants to MapQuest the right to
market the existence of this Agreement and relationship.
III. Ownership
(a) Licensee represents to MapQuest that Licensee has all
right, tide and interest in, or if applicable, licenses to, the Licensee Data,
and to all of its trademarks, service marks and other proprietary information
("Licensee Technology" and in context "Technology"). MapQuest represents to
Licensee that MapQuest has all right, title and interest in and to the MapQuest
Technology. Each party agrees that it has no right, title or interest in the
other party's Technology. MapQuest agrees not to use, disclose, sell, transfer
or copy the Licensee Data, or any portion thereof, other than as necessary to
perform within the Scope of Service. Licensee agrees not to disassemble,
decompile, reverse engineer, merge, use, disclose, sell, transfer or copy the
MapQuest Technology, or any portion thereof, other than as expressly permitted
in the Scope of Service. All latitude and longitude coordinates ("MapQuest
Geocodes") assigned to locations either (i) by MapQuest's geocoding services or
(ii) by software licensed hereunder, shall be used by Licensee solely in
conjunction with the software specifically licensed hereunder. The MapQuest
Geocodes shall not be used by Licensee for any other purpose, including without
limitation, use with any computer software not licensed hereunder, and uses or
products which modify he delivered unencrypted latitudes and longitudes. As a
condition to permitting End Users to access the MapQuest Service, Licensee
agrees to provide a link to MapQuest's Copyright Notice and Terms and Conditions
on the MapQuest Site, and Licensee agrees to abide with such Copyright Notice
and Terms and Conditions to the extent that Licensee is an End User.
(b) Licensee further agrees that all of MapQuest's ideas,
know-how, techniques, enhancements and modifications developed by MapQuest in
the future are owned by MapQuest and are not licensed hereunder.
(c) If any claim is asserted against one party ("Indemnitee")
that the Technology of the other party ("Indemnitor") infringes the intellectual
property rights in the United States of America of any third party, the
Indemnitee shall promptly advise the Indemnitor in writing of such claim, and
the Indemnitor shall have the right to elect to control the defense of such
claim with counsel of Indemnitor's choosing, and to the extent Indemnitor so
elects to defend, the Indemnitee shall cooperate fully in the defense thereof
and furnish to the Indemnitor all evidence and assistance in Indemnitee's
control. If the Indemnitor controls the defense or in its sole discretion elects
not to control the defense but is determined to have so infringed, the
Indemnitor shall indemnify the Indemnitee from and against any and all
liability, damages, and reasonable costs (not including attorneys' fees incurred
by the Indemnitee in monitoring or participating in any defense provided by
Indemnitor) incurred by Indemnitee as a result of any such claim or any
resulting judgment or settlement. In connection with such a claim against
MapQuest Technology, Licensee's sole remedy under this Agreement in addition to
the foregoing indemnification shall be, at MapQuest's sole discretion, to
procure the right of continued use, to replace or modify the affected technology
so as to make it non-infringing or to terminate this Agreement and refund any
prepaid fees for the remaining term.
IV. Limited Warranty. MapQuest warrants that the MapQuest Service shall
function substantially as set forth in the Scope of Service for the initial
term, and thereafter as long as Licensee operates the current Version or one
prior Version of the MapQuest Service. Licensee acknowledges that the services
provided a id databases used in the MapQuest Service are complex and may contain
some non-conformities, defects or errors MapQuest does not warrant that the
services provided and databases used will meet Licensee's needs or expectations,
that operations of the MapQuest Service will be error free or uninterrupted
(which interruptions shall include periodic system maintenance and upgrades), or
that all non-conformities or defects can or will be corrected. MapQuest shall
maintain its servers 24 hours a day, seven days a week, subject to Section X(g).
No oral or written advice or information provided by MapQuest or any of its
agents or employees shall create a warranty or in any way increase the scope of
this limited warranty and Licensee is not entitled to rely on any such advice or
information MapQuest warrants that the MapQuest Service licensed hereunder shall
not abnormally end or produce invalid or incorrect results as a consequence of
the mm of the century, and will under normal use operate on calendar dates
falling on or after January 1, 2000, in the same manner, and with the same
functionality, data integrity and performance as on or before December 31, 1999.
Specifically excluded from this warranty are (i) Licensee's database; (including
Licensee Data), operating system, hardware and any other Licensee software or
hardware interfacing, connecting or operating with the MapQuest Service provided
pursuant to this Agreement, and (ii) all third party databases and software
licensed by MapQuest or otherwise used in connection with the MapQuest Service.
EXCEPT AS SET FORTH IN THIS SECTION, MAPQUEST MAKES NO WARRANTY OF ANY KIND OR
NATURE, INCLUDING WITHOUT LIMITATION, AS TO MERCHANTABILITY OR FITNESS FOR ANY
USE OR PURPOSE, FOR ANY OF ITS SERVICES OR RIGHTS HEREUNDER, INCLUDING WITHOUT
LIMITATION WITH RESPECT TO THE MAPQUEST TECHNOLOGY.
V. Fees. Licensee shall pay all Fees within 30 calendar days after
receipt of the invoice. In addition to any other rights hereunder, Licensee
shall pay to MapQuest interest equal to 1.5% of an unpaid, overdue Fee which is
not disputed, for each 30 day period, or portion thereof, in which any Fee
remains unpaid. Licensee's rights under this Agreement are subject to timely
payment of Fees.
VI. Term. This Agreement will automatically renew for additional one
year terms, unless either party gives notice of termination to the other at
least 30 days prior to the end of the then current term. Upon termination of
this Agreement, those provisions that expressly or by their nature survive shall
survive termination of this Agreement, including, without limitation, all
payments due and owing to either party and Sections M and IX of this Schedule A.
All other rights and obligations of the parties shall cease upon termination of
this Agreement.
VII. Default. This Agreement shall be terminated at the option of the
non-defaulting party by written notice thereof to the defaulting party,
specifying in reasonable detail the reason for termination, if (i) the
defaulting party breaches or otherwise fails to perform or comply in a material
respect with a material obligation or covenant, and such breach or failure is
not cured to the non-default rig party's reasonable satisfaction within 30 days
receipt of such notice; or (ii) the defaulting party fails to comply strictly
with the provisions of Section HI or IX of Schedule A. If the non-defaulting
party is Licensee, then the sole and exclusive remedy of Licensee shall be that
MapQuest refunds to Licensee all Fees paid by Licensee up to the amount of the
loss incurred and that this Agreement is terminated, subject to Section III(c),
without further recourse. If the non-defaulting party is MapQuest, if en the
sole and exclusive remedy of MapQuest shall be that Licensee pays to MapQuest an
amount equal to the unpaid Fees to have accrued for the remainder of the term up
to the amount of the loss incurred and that this Agreement is terminated,
subject to Section III(c), without further recourse.
VIII. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY LOST PROFITS, OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE
DAMAGES ARISING OUT OF THIS AGREEMENT, THE USE OF THE MAPQUEST TECHNOLOGY OR
PERFORMANCE OF TIME OBLIGATIONS HEREUNDER, EVEN IF THE AFFECTED PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nor shall either party be liable for
any claim or demand against the other party by any other person, organization,
or entity (except as expressly set forth in Section
III(c) of this Schedule A). Excepting any indemnity pursuant to Section M(c),
each party agrees that the other's liability hereunder arising out of contract,
negligence, strict liability in tort or otherwise, shall not exceed the amounts
paid and otherwise payable by Licensee to MapQuest hereunder.
IX. Confidentiality. At all times during the term hereof and at all
times thereafter, each party shall keep confidential and not disclose, directly
or indirectly, and shall not use for the benefit of itself or any other
individual or entity any Confidential Information of the other party.
"Confidential Information" means any trade secrets or confidential or
proprietary information whether in written, oral, digital or other form which is
unique, confidential or proprietary to the disclosing party, including, but not
limited to, the Licensee Data and MapQuest Technology. and any other materials
or information related to the business or activities of the disclosing: party
which are not generally known to others engaged in similar businesses or
activities. Either party's failure to xxxx any Confidential Information as
confidential, proprietary or otherwise shall not affect its status as
Confidential Information hereunder.
X. Miscellaneous.
(a) This Agreement constitutes the entire understanding and
agreement of the parties with respect to its subject matter, and supersedes all
prior and contemporaneous understandings and agreements, whether written or
oral, with respect to such subject matter. No terms contained on any proposal,
purchase order, acknowledgment or other document will be effective with respect
to affecting the terms hereof.
(b) No delay or failure by either party to exercise or enforce at any
time any right Dr provision hereof will be considered a waiver thereof of such
party's rights thereafter to exercise or enforce each and every right and
provision hereof. No single waiver will constitute a continuing or subsequent
waiver. No waiver, modification or amendment of any provision hereof will be
effective unless it is in a signed writing by the parties.
(c) Licensee may not assign its rights or obligations hereunder
(including as a change of control) without the prior written consent of
MapQuest. This Agreement will bind and inure to the benefit of the successors
and assigns of the parties.
(d) This Agreement shall be governed and construed in all respects by
the laws of the Commonwealth of Pennsylvania, without regard to principles of
conflict of laws. Each party shall abide by, and ensure that its officers and
employees abide by, all United States federal, state and local laws, ordinances,
rules and regulations applicable to the transactions contemplated hereunder.
(e) Each party expressly acknowledges and agrees that any breach or
threatened breach of this Agreement may cause immediate and irreparable harm to
the other party which may not be adequately compensated by damages. Each party,
therefore, expressly agrees that in the event of such breach or threatened
breach and in addition to any and all available equitable and legal remedies,
each party shall have the right, after providing timely notice to the other
party, to seek equitable injunctive relief in connection with such breach or
threatened breach.
(f) If any provision of this Agreement or the application thereof to
any party or circumstance is held to be invalid, illegal, or unenforceable in
any respect, that provision to that extent shall be severe I from this Agreement
(but, to the extent permitted by law, not otherwise), and shall not affect the
remainder hereof, and the parties agree to substitute for such provision a valid
provision which most closely approximates the intent and economic effect of such
severed provision.
(g) Neither party shall be liable to the other for a failure to perform
any of its obligations under this Agreement, except for payment obligations,
during any period in which such performance is delayed due to circumstances
beyond its reasonable control.
MapQuest Evaluation License
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This MapQuest Evaluation License ("Agreement") is dated February 1,
2000 ("Effective Date") between XxxXxxxx.xxx, Inc. ("MapQuest") and the
undersigned Licensee ("Licensee"). MapQuest and Licensee enter into this
Agreement to set forth the terms by which MapQuest is licensing the Software and
Data (as set forth in Exhibit A) and associated documentation (the Software,
Data and documentation collectively the "Licensed Products") to Licensee in
connection with the parties' negotiations of a possible business relationship.
This Agreement in no way obligates MapQuest or Licensee to enter into such a
business relationship.
Subject to Licensee's compliance with the terms and conditions of this
Agreement and the payment by Licensee to MapQuest of any Initial Set-Up Fees set
forth on Schedule A prior to the Effective Date, MapQuest hereby grants to
Licensee a non-exclusive, non-assignable, non-transferable, restricted rights
license. to use the Licensed Products to build a prototype application to
evaluate and demonstrate the Licensed Products solely on an internal basis and
solely for the purpose of evaluating whether to enter into a possible business
relationship with MapQuest (the 'Purpose"). No license is granted for any other
use or purpose. Licensee shall not distribute, rent, lease, sublicense, provide
access to, assign or transfer the license or the Licensed Products. Licensee may
use the Licensed Products solely for the Purpose, including to build a prototype
application for the Purpose, but Licensee shall not use the Licensed Products
for the development of applications for any other purpose including for its
internal use, or for resale, license, sublicense or demonstration by Licensee to
other parties.
Licensee further agrees that any other use of the Licensed Products,
including, but not limited to resale, distribution, rent, lease, or sublicense
of the Licensed Products, or use of the Licensed Products in any revenue
generating or substantially productive portion of Licensee's business, whether
during or after the Evaluation Period shall constitute acceptance of the terms
and conditions of MapQuest's then current MapQuest License Agreement applicable
to the Licensed Products, for a period of one year from the Effective Date, and
that Licensee shall, at MapQuest's sole discretion, be obligated to perform
under said License including, without limitation, the timely payment of all fees
due thereunder.
The Term of this Agreement shall be thirty (30) days from the Effective
Date ("Evaluation Period"). MapQuest shall have the right at its sole discretion
to terminate this Agreement with notice at an earlier late for any or no reason.
Within five (5) business days of the expiration or termination of this
Agreement, Licensee shall immediately: (i) discontinue all use of all of the
Licensed Products in whole or in part, and (ii) erase destroy or return to
MapQuest any of the Licensed Products, including copies contained in the
computer memory or data storage apparatus.
Title and ownership rights in the Licensed Products are and shall at
all times remain with MapQuest or its suppliers. No license, right or interest
in any trademark, trade name or service xxxx of MapQuest is granted under this
Agreement. Licensee shall not obliterate, modify or interfere with the display
of any copyright or confidentiality notices included on or in the Licensed
Products.
MAPQUEST PROVIDES NO WARRANTIES UNDER THIS AGREEMENT OR THE LICENSE,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY USE OR PURPOSE.
MAPQUEST SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST
PROFITS, OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES
ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED PRODUCTS.
Except as expressly contemplated herein, Licensee shall not copy,
modify, alter, adapt, translate, port, use, disclose, sell or transfer, in whole
or in part, the Licensed Products, or attempt to derive the source code thereof
by any means including but not limited to recompiling, disassembling, reverse
engineering, merging, reverse analyzing output data or creating derivative works
of the Licensed Products. Licensee shall not bypass, disable or reverse engineer
any protections put in place by MapQuest against unlicensed use of the Licensed
Products beyond the Evaluation Period. The parties acknowledge that performance
of this Agreement will not result in the acquisition or development by Licensee
of any rights with respect to the Licensed Products including without
limitation, modifications, improvements, enhancements, or other derivative
material. Licensee shall not publish any benchmark tests run on the Licensed
Products without MapQuest's prior written consent.
At all times during the term hereof and at all times thereafter,
Licensee shall keep confidential and not disclose, directly or indirectly, and
shall not use for the benefit of itself or any other individual o- entity any
Confidential Information of MapQuest. "Confidential Information" means any trade
secrets or confidential or proprietary information whether in written, digital,
oral or other form which is unique, confidential or proprietary to MapQuest,
including, but not limited to, the Licensed Products, and any other materials or
information related to the business or activities of MapQuest which are not
generally known to others engaged in similar business or activities. MapQuest's
failure to xxxx any Confidential Information as confidential, proprietary or
otherwise shall not affect its status as Confidential Information hereunder.
Upon any violation of this Agreement be Licensee, MapQuest shall have
the right to seek any and all remedies available to it under the law and in
equity.
This Agreement shall be governed by, and construed in accordance with
the laws of the Commonwealth of Pennsylvania and both parties agree to submit to
the exclusive jurisdiction of federal or state court, located in Pennsylvania.
Each party agrees not to bring suit in any other courts nor to seek to remove
such actions to courts outside of Pennsylvania.
Each party expressly acknowledges and agrees that any breach or
threatened breach of this Agreement may cause immediate and irreparable harm to
the other party which may not be adequately compensated by damages. Each party,
therefore, expressly agrees that in the event of such breach or threatened
breach and in addition to any and all available equitable and legal remedies,
each party shall have the right, after providing timely notice to the other
party, to seek equitable injunctive relief in connection with such breach or
threatened breach.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the Effective Date.
XxxXxxxx.xxx Licensee: Xxxxxxxxxxx.xxx
By: By:
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Date: Date:
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Name: Xxxxx Xxxxxxx Name: Xxxx Xxxxxx
Title: Director of Sales Title: CEO
Address: 0000 Xxxxx Xxxxxx, #000 Address: 0000 Xxx 00 Xxxxx #000
Xxxxxx, XX 00000 Xxxx Xxxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
