年Map Server License Agreement.docx

1、年Map Server License Agreement编号：_Map Server License Agreement 甲 方：_乙 方：_签订日期：_年_月_日BETWEEN AAA CORPORATION AND BBB, INCTHIS 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 o

2、f 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.

3、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 B

4、BB 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

5、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 ownership of more than fifty percent (50%) of the equity securities or interests, and only so lon

6、g 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 ident

7、ifiers 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 mean any graphics or text, including, without limitation, persistent hyperlinks in the form o

8、f 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 ic

9、on, 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.BBB.com as of the Effective Date.1.7 BBB Updates shall mean any updates, upgrades, error corrections, o

10、r 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 prov

11、iding 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 mo

12、re 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 appliance

13、s, 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 interact

14、ive 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 Technol

15、ogy 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 sc

16、hedules, 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 Use2.1 Delivery. The parties acknowledge that BBB already has copies of

17、 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 stabilit

18、y 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 commer

19、cially 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 applic

20、able 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 Update within sixty (60) days after it is first made commercially available; provided they

21、 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 d

22、eliver, 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 Se

23、rvice 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 Ca

24、rPoint, 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 BBBs MapPoint.Net Maps servers that will be generated by usage level

25、s 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 underlyi

26、ng 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 will make a commercially reasonable effort to provide AAA with reasonably accurate

27、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 BBBs transition to MapPoint.Net Maps will proceed as follows:(a) Prior to the Launch Date, AAA shall provide BBB with an expla

28、nation 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 m

29、ust 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 BBBs dedicated cluster for MapPoint.Net. BBB will put the redirect in place to the AAA s

30、ervers.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

31、 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