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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0521800
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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Item 1.
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|
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Condensed Consolidated Statements of
Operations
|
|
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|
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||
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Item 1.
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Financial Statements.
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|
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March 31,
2014 |
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June 30, 2013*
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||||
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(unaudited)
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|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
15,351
|
|
|
$
|
25,787
|
|
Short-term investments
|
|
130,651
|
|
|
165,898
|
|
||
Accounts receivable, net of allowances of $154 and $241 at March 31, 2014 and June 30, 2013, respectively
|
|
27,118
|
|
|
28,193
|
|
||
Deferred income taxes
|
|
1,526
|
|
|
867
|
|
||
Restricted cash
|
|
6,085
|
|
|
2,668
|
|
||
Prepaid expenses and other current assets
|
|
13,325
|
|
|
11,113
|
|
||
Total current assets
|
|
194,056
|
|
|
234,526
|
|
||
Property and equipment, net
|
|
9,458
|
|
|
11,753
|
|
||
Deferred income taxes, non-current
|
|
6,159
|
|
|
3,771
|
|
||
Goodwill and intangible assets, net
|
|
41,485
|
|
|
18,805
|
|
||
Other assets
|
|
3,880
|
|
|
4,814
|
|
||
Total assets
|
|
$
|
255,038
|
|
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$
|
273,669
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
3,540
|
|
|
$
|
1,604
|
|
Accrued compensation
|
|
8,868
|
|
|
8,855
|
|
||
Accrued royalties
|
|
4,900
|
|
|
9,833
|
|
||
Other accrued expenses
|
|
12,443
|
|
|
16,729
|
|
||
Deferred revenue
|
|
2,275
|
|
|
7,025
|
|
||
Income taxes payable
|
|
74
|
|
|
95
|
|
||
Total current liabilities
|
|
32,100
|
|
|
44,141
|
|
||
Deferred rent, non-current
|
|
7,940
|
|
|
8,884
|
|
||
Other long-term liabilities
|
|
7,269
|
|
|
6,180
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value: 50,000 shares authorized; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value: 600,000 shares authorized; 39,157 shares and 39,342 shares issued and outstanding at March 31, 2014 and June 30, 2013, respectively
|
|
39
|
|
|
40
|
|
||
Additional paid-in capital
|
|
126,702
|
|
|
118,193
|
|
||
Accumulated other comprehensive income
|
|
496
|
|
|
373
|
|
||
Retained earnings
|
|
80,492
|
|
|
95,858
|
|
||
Total stockholders’ equity
|
|
207,729
|
|
|
214,464
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
255,038
|
|
|
$
|
273,669
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
17,689
|
|
|
$
|
24,824
|
|
|
$
|
55,347
|
|
|
$
|
48,214
|
|
Services
|
|
16,782
|
|
|
30,163
|
|
|
60,581
|
|
|
96,524
|
|
||||
Total revenue
|
|
34,471
|
|
|
54,987
|
|
|
115,928
|
|
|
144,738
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
8,535
|
|
|
12,882
|
|
|
27,211
|
|
|
26,253
|
|
||||
Services
|
|
5,704
|
|
|
8,795
|
|
|
18,298
|
|
|
24,398
|
|
||||
Total cost of revenue
|
|
14,239
|
|
|
21,677
|
|
|
45,509
|
|
|
50,651
|
|
||||
Gross profit
|
|
20,232
|
|
|
33,310
|
|
|
70,419
|
|
|
94,087
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
15,837
|
|
|
16,067
|
|
|
44,970
|
|
|
45,372
|
|
||||
Sales and marketing
|
|
8,853
|
|
|
7,941
|
|
|
24,521
|
|
|
22,752
|
|
||||
General and administrative
|
|
6,895
|
|
|
5,259
|
|
|
19,623
|
|
|
18,635
|
|
||||
Total operating expenses
|
|
31,585
|
|
|
29,267
|
|
|
89,114
|
|
|
86,759
|
|
||||
Operating income (loss)
|
|
(11,353
|
)
|
|
4,043
|
|
|
(18,695
|
)
|
|
7,328
|
|
||||
Other income (expense), net
|
|
(344
|
)
|
|
266
|
|
|
1,059
|
|
|
1,302
|
|
||||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
|
(11,697
|
)
|
|
4,309
|
|
|
(17,636
|
)
|
|
8,630
|
|
||||
Provision (benefit) for income taxes
|
|
(4,142
|
)
|
|
488
|
|
|
(6,093
|
)
|
|
2,170
|
|
||||
Income (loss) from continuing operations, net of tax
|
|
(7,555
|
)
|
|
3,821
|
|
|
(11,543
|
)
|
|
6,460
|
|
||||
Income from discontinued operations, net of tax
|
|
—
|
|
|
33
|
|
|
—
|
|
|
999
|
|
||||
Net income (loss)
|
|
$
|
(7,555
|
)
|
|
$
|
3,854
|
|
|
$
|
(11,543
|
)
|
|
$
|
7,459
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(0.19
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.16
|
|
Income from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Net income (loss)
|
|
$
|
(0.19
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.18
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.15
|
|
Income from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.03
|
|
Net income (loss)
|
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.18
|
|
Weighted average shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
38,777
|
|
|
39,874
|
|
|
38,698
|
|
|
40,672
|
|
||||
Diluted
|
|
38,777
|
|
|
41,628
|
|
|
38,698
|
|
|
42,394
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Stock compensation expense included above:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
17
|
|
|
$
|
41
|
|
|
$
|
83
|
|
|
$
|
117
|
|
Research and development
|
|
1,131
|
|
|
1,017
|
|
|
3,203
|
|
|
2,545
|
|
||||
Sales and marketing
|
|
757
|
|
|
684
|
|
|
2,223
|
|
|
1,676
|
|
||||
General and administrative
|
|
970
|
|
|
875
|
|
|
2,512
|
|
|
1,876
|
|
||||
Total stock compensation expense
|
|
$
|
2,875
|
|
|
$
|
2,617
|
|
|
$
|
8,021
|
|
|
$
|
6,214
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
(7,555
|
)
|
|
$
|
3,854
|
|
|
$
|
(11,543
|
)
|
|
$
|
7,459
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
(80
|
)
|
|
68
|
|
|
(35
|
)
|
|
22
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on available-for-sale securities, net of tax
|
|
30
|
|
|
107
|
|
|
270
|
|
|
253
|
|
||||
Reclassification adjustments for gain (loss) on available-for-sale securities recognized, net of tax
|
|
(26
|
)
|
|
(19
|
)
|
|
(112
|
)
|
|
(73
|
)
|
||||
Net increase from available-for-sale securities, net of tax
|
|
4
|
|
|
88
|
|
|
158
|
|
|
180
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
(76
|
)
|
|
156
|
|
|
123
|
|
|
202
|
|
||||
Comprehensive income (loss)
|
|
$
|
(7,631
|
)
|
|
$
|
4,010
|
|
|
$
|
(11,420
|
)
|
|
$
|
7,661
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(11,543
|
)
|
|
$
|
7,459
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
5,119
|
|
|
6,427
|
|
||
Amortization of net premium on short-term investments
|
|
2,720
|
|
|
3,269
|
|
||
Stock-based compensation expense
|
|
8,021
|
|
|
6,214
|
|
||
Loss due to impairment
|
|
250
|
|
|
425
|
|
||
Loss on disposal of property and equipment
|
|
105
|
|
|
18
|
|
||
Bad debt expense
|
|
20
|
|
|
15
|
|
||
Excess tax benefits from employee stock option plans
|
|
270
|
|
|
5
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
1,233
|
|
|
(3,761
|
)
|
||
Deferred income taxes
|
|
(3,047
|
)
|
|
(879
|
)
|
||
Prepaid expenses and other current assets
|
|
(2,151
|
)
|
|
4,410
|
|
||
Restricted cash
|
|
(3,417
|
)
|
|
(2,428
|
)
|
||
Other assets
|
|
369
|
|
|
(924
|
)
|
||
Accounts payable
|
|
1,699
|
|
|
(811
|
)
|
||
Accrued compensation
|
|
(395
|
)
|
|
(1,522
|
)
|
||
Accrued royalties
|
|
(4,933
|
)
|
|
6,206
|
|
||
Accrued expenses and other liabilities
|
|
(3,030
|
)
|
|
5,091
|
|
||
Income taxes payable
|
|
(291
|
)
|
|
(768
|
)
|
||
Deferred rent
|
|
(740
|
)
|
|
1,141
|
|
||
Deferred revenue
|
|
(4,802
|
)
|
|
5,050
|
|
||
Net cash provided by (used in) operating activities
|
|
(14,543
|
)
|
|
34,637
|
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(754
|
)
|
|
(1,887
|
)
|
||
Additions to capitalized software
|
|
—
|
|
|
(793
|
)
|
||
Purchases of short-term investments
|
|
(54,662
|
)
|
|
(86,569
|
)
|
||
Purchase of long-term investments
|
|
(600
|
)
|
|
(950
|
)
|
||
Proceeds from sales and maturities of short-term investments
|
|
87,348
|
|
|
109,059
|
|
||
Acquisition, net of cash acquired
|
|
(19,245
|
)
|
|
(18,254
|
)
|
||
Net cash provided by investing activities
|
|
12,087
|
|
|
606
|
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
758
|
|
|
2,633
|
|
||
Repurchase of common stock
|
|
(7,899
|
)
|
|
(24,209
|
)
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(535
|
)
|
|
(51
|
)
|
||
Excess tax benefits from employee stock option plans
|
|
(270
|
)
|
|
(5
|
)
|
||
Net cash used in financing activities
|
|
(7,946
|
)
|
|
(21,632
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(34
|
)
|
|
22
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(10,436
|
)
|
|
13,633
|
|
||
Cash and cash equivalents, at beginning of period
|
|
25,787
|
|
|
6,920
|
|
||
Cash and cash equivalents, at end of period
|
|
$
|
15,351
|
|
|
$
|
20,553
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid, net
|
|
$
|
255
|
|
|
$
|
501
|
|
1.
|
Summary of business and significant accounting policies
|
|
|
Foreign Currency
Translation Adjustments |
|
Unrealized
Gains (Losses) on Available-for-Sale Securities |
|
Total
|
||||||
Balance, net of tax as of June 30, 2013
|
|
$
|
270
|
|
|
$
|
103
|
|
|
$
|
373
|
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
(35
|
)
|
|
270
|
|
|
235
|
|
|||
Amount reclassified from accumulated other comprehensive income (loss), net of tax
|
|
—
|
|
|
(112
|
)
|
|
(112
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(35
|
)
|
|
158
|
|
|
123
|
|
|||
Balance, net of tax as of March 31, 2014
|
|
$
|
235
|
|
|
$
|
261
|
|
|
$
|
496
|
|
2.
|
Net income (loss) per share
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(7,555
|
)
|
|
$
|
3,821
|
|
|
$
|
(11,543
|
)
|
|
$
|
6,460
|
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
33
|
|
|
—
|
|
|
999
|
|
||||
Net income (loss)
|
|
$
|
(7,555
|
)
|
|
$
|
3,854
|
|
|
$
|
(11,543
|
)
|
|
$
|
7,459
|
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares used in computing basic net income (loss) per share
|
|
38,777
|
|
|
39,874
|
|
|
38,698
|
|
|
40,672
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares used in computing basic net income (loss) per share
|
|
38,777
|
|
|
39,874
|
|
|
38,698
|
|
|
40,672
|
|
||||
Add weighted average effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options
|
|
—
|
|
|
1,582
|
|
|
—
|
|
|
1,633
|
|
||||
Restricted common stock and restricted stock units
|
|
—
|
|
|
172
|
|
|
—
|
|
|
89
|
|
||||
Weighted average common shares used in computing diluted net income (loss) per share
|
|
38,777
|
|
|
41,628
|
|
|
38,698
|
|
|
42,394
|
|
||||
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(0.19
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.16
|
|
Income from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Net income (loss)
|
|
$
|
(0.19
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.18
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.15
|
|
Income from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.03
|
|
Net income (loss)
|
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.18
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
March 31,
|
|
March 31,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Stock options
|
|
5,835
|
|
|
3,773
|
|
|
5,835
|
|
|
4,083
|
|
Restricted stock units
|
|
4,361
|
|
|
—
|
|
|
4,361
|
|
|
313
|
|
Restricted common stock
|
|
155
|
|
|
720
|
|
|
155
|
|
|
—
|
|
Total
|
|
10,351
|
|
|
4,493
|
|
|
10,351
|
|
|
4,396
|
|
3.
|
Cash, cash equivalents and short-term investments
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
13,315
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,315
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
1,036
|
|
|
—
|
|
|
—
|
|
|
1,036
|
|
||||
Commercial paper
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||
Total cash equivalents
|
|
2,036
|
|
|
—
|
|
|
—
|
|
|
2,036
|
|
||||
Total cash and cash equivalents
|
|
15,351
|
|
|
—
|
|
|
—
|
|
|
15,351
|
|
||||
Short-term securities:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Municipal securities
|
|
104,418
|
|
|
338
|
|
|
(3
|
)
|
|
104,753
|
|
||||
Commercial paper
|
|
1,995
|
|
|
2
|
|
|
—
|
|
|
1,997
|
|
||||
Corporate bonds
|
|
23,834
|
|
|
71
|
|
|
(4
|
)
|
|
23,901
|
|
||||
Total short-term investments
|
|
130,247
|
|
|
411
|
|
|
(7
|
)
|
|
130,651
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
145,598
|
|
|
$
|
411
|
|
|
$
|
(7
|
)
|
|
$
|
146,002
|
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
23,546
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,546
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
2,241
|
|
|
—
|
|
|
—
|
|
|
2,241
|
|
||||
Total cash equivalents
|
|
2,241
|
|
|
—
|
|
|
—
|
|
|
2,241
|
|
||||
Total cash and cash equivalents
|
|
25,787
|
|
|
—
|
|
|
—
|
|
|
25,787
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
1,000
|
|
|
3
|
|
|
—
|
|
|
1,003
|
|
||||
Municipal securities
|
|
148,888
|
|
|
242
|
|
|
(137
|
)
|
|
148,993
|
|
||||
Commercial paper
|
|
3,389
|
|
|
2
|
|
|
—
|
|
|
3,391
|
|
||||
Corporate bonds
|
|
12,462
|
|
|
58
|
|
|
(9
|
)
|
|
12,511
|
|
||||
Total short-term investments
|
|
165,739
|
|
|
305
|
|
|
(146
|
)
|
|
165,898
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
191,526
|
|
|
$
|
305
|
|
|
$
|
(146
|
)
|
|
$
|
191,685
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
52,981
|
|
|
$
|
53,120
|
|
Due within two years
|
|
56,139
|
|
|
56,330
|
|
||
Due after two years
|
|
21,127
|
|
|
21,201
|
|
||
Total
|
|
$
|
130,247
|
|
|
$
|
130,651
|
|
4.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at March 31, 2014 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
1,036
|
|
|
$
|
1,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||
Total cash equivalents
|
|
2,036
|
|
|
1,036
|
|
|
1,000
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Municipal securities
|
|
104,753
|
|
|
—
|
|
|
104,753
|
|
|
—
|
|
||||
Commercial paper
|
|
1,997
|
|
|
—
|
|
|
1,997
|
|
|
—
|
|
||||
Corporate bonds
|
|
23,901
|
|
|
—
|
|
|
23,901
|
|
|
—
|
|
||||
Total short-term investments
|
|
130,651
|
|
|
—
|
|
|
130,651
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
132,687
|
|
|
$
|
1,036
|
|
|
$
|
131,651
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at June 30, 2013 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
2,241
|
|
|
$
|
2,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total cash equivalents
|
|
2,241
|
|
|
2,241
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
1,003
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
||||
Municipal securities
|
|
148,993
|
|
|
—
|
|
|
148,993
|
|
|
—
|
|
||||
Commercial paper
|
|
3,391
|
|
|
—
|
|
|
3,391
|
|
|
—
|
|
||||
Corporate bonds
|
|
12,511
|
|
|
—
|
|
|
12,511
|
|
|
—
|
|
||||
Total short-term investments
|
|
165,898
|
|
|
—
|
|
|
165,898
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
168,139
|
|
|
$
|
2,241
|
|
|
$
|
165,898
|
|
|
$
|
—
|
|
5.
|
Commitments and contingencies
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2014
|
|
Fiscal 2015
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Thereafter
|
||||||||||||||
Operating lease obligations, net of sublease income
|
|
$
|
31,262
|
|
|
$
|
6,596
|
|
|
$
|
4,727
|
|
|
$
|
4,751
|
|
|
$
|
4,644
|
|
|
$
|
4,294
|
|
|
$
|
6,250
|
|
Purchase obligations
|
|
6,480
|
|
|
2,989
|
|
|
3,278
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
37,742
|
|
|
$
|
9,585
|
|
|
$
|
8,005
|
|
|
$
|
4,964
|
|
|
$
|
4,644
|
|
|
$
|
4,294
|
|
|
$
|
6,250
|
|
7.
|
Stock-based compensation
|
|
|
Number of
Shares
|
|
Options outstanding as of June 30, 2013
|
|
6,577
|
|
Granted
|
|
9
|
|
Exercised
|
|
(178
|
)
|
Canceled
|
|
(573
|
)
|
Options outstanding as of March 31, 2014
|
|
5,835
|
|
|
|
Number of
Shares
(thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
(thousands)
|
|||||
Options outstanding
|
|
5,835
|
|
|
$
|
5.61
|
|
|
5.60
|
|
$
|
7,848
|
|
Options vested and expected to vest
|
|
5,721
|
|
|
$
|
5.59
|
|
|
5.55
|
|
$
|
7,835
|
|
Options exercisable
|
|
4,428
|
|
|
$
|
5.14
|
|
|
5.00
|
|
$
|
7,649
|
|
|
|
Number of
Shares
|
|
Weighted
average
remaining
contractual life
(years)
|
|
Aggregate
intrinsic value
|
|||
RSUs outstanding as of June 30, 2013
|
|
2,032
|
|
|
|
|
|
||
Granted
|
|
2,876
|
|
|
|
|
|
||
Vested
|
|
(262
|
)
|
|
|
|
|
||
Canceled
|
|
(285
|
)
|
|
|
|
|
||
RSUs outstanding as of March 31, 2014
|
|
4,361
|
|
|
1.82
|
|
$
|
25,993
|
|
RSUs vested and expected to vest as of March 31, 2014
|
|
3,712
|
|
|
1.72
|
|
$
|
22,122
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Stock option awards
|
|
$
|
847
|
|
|
$
|
1,680
|
|
|
$
|
3,131
|
|
|
$
|
4,470
|
|
RSU awards
|
|
1,572
|
|
|
482
|
|
|
3,522
|
|
|
881
|
|
||||
Restricted common stock
|
|
456
|
|
|
455
|
|
|
1,368
|
|
|
863
|
|
||||
Total stock-based compensation expense
|
|
$
|
2,875
|
|
|
$
|
2,617
|
|
|
$
|
8,021
|
|
|
$
|
6,214
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
March 31,
|
|
March 31,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Expected volatility
|
|
—
|
%
|
|
70
|
%
|
|
62
|
%
|
|
72
|
%
|
Expected term (in years)
|
|
—
|
|
|
4.69
|
|
|
4.45
|
|
|
4.79
|
|
Risk-free interest rate
|
|
—
|
%
|
|
0.77
|
%
|
|
1.44
|
%
|
|
0.66
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
8.
|
Stock repurchase program
|
9.
|
Income taxes
|
Cash
|
|
$
|
100
|
|
Accounts receivable
|
|
177
|
|
|
Other assets
|
|
209
|
|
|
Customer relationships
|
|
400
|
|
|
Developed technology
|
|
7,100
|
|
|
Goodwill
|
|
16,907
|
|
|
Liabilities assumed
|
|
(1,135
|
)
|
|
Total value of assets acquired and liabilities assumed
|
|
$
|
23,758
|
|
Remainder of fiscal 2014
|
|
$
|
321
|
|
Fiscal 2015
|
|
1,281
|
|
|
Fiscal 2016
|
|
1,036
|
|
|
Fiscal 2017
|
|
1,014
|
|
|
Fiscal 2018
|
|
1,014
|
|
|
Thereafter
|
|
2,621
|
|
|
|
|
$
|
7,287
|
|
Cash
|
|
$
|
181
|
|
Accounts receivable
|
|
410
|
|
|
Other assets
|
|
259
|
|
|
Developed technology
|
|
5,100
|
|
|
Goodwill
|
|
14,343
|
|
|
Liabilities assumed
|
|
(1,858
|
)
|
|
Total value of assets acquired and liabilities assumed
|
|
$
|
18,435
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
|
$
|
34,471
|
|
|
$
|
54,987
|
|
|
$
|
115,928
|
|
|
$
|
144,738
|
|
Gross margin
|
|
59
|
%
|
|
61
|
%
|
|
61
|
%
|
|
65
|
%
|
||||
Non-GAAP gross margin
|
|
62
|
%
|
|
63
|
%
|
|
63
|
%
|
|
67
|
%
|
||||
Income (loss) from continuing operations, net of tax
|
|
$
|
(7,555
|
)
|
|
$
|
3,821
|
|
|
$
|
(11,543
|
)
|
|
$
|
6,460
|
|
Non-GAAP income (loss) from continuing operations, net of tax
|
|
$
|
(4,365
|
)
|
|
$
|
6,907
|
|
|
$
|
(2,703
|
)
|
|
$
|
15,073
|
|
Adjusted EBITDA from continuing operations
|
|
$
|
(6,783
|
)
|
|
$
|
8,832
|
|
|
$
|
(5,555
|
)
|
|
$
|
21,269
|
|
Diluted income (loss) from continuing operations, net of tax, per share
|
|
$
|
(0.19
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.30
|
)
|
|
$
|
0.15
|
|
Diluted non-GAAP income (loss) from continuing operations, net of tax, per share
|
|
$
|
(0.11
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.36
|
|
|
|
Three Months Ended
March 31,
|
|
Nine Months Ended
March 31,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Gross margin
|
|
59
|
%
|
|
61
|
%
|
|
61
|
%
|
|
65
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||
Capitalized software and developed technology amortization
|
|
3
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Stock-based compensation expense
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Non-GAAP gross margin
|
|
62
|
%
|
|
63
|
%
|
|
63
|
%
|
|
67
|
%
|
|
|
Three Months Ended
March 31,
|
|
Nine Months Ended
March 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
|
$
|
(7,555
|
)
|
|
$
|
3,854
|
|
|
$
|
(11,543
|
)
|
|
$
|
7,459
|
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
33
|
|
|
—
|
|
|
999
|
|
||||
Income (loss) from continuing operations, net of tax
|
|
(7,555
|
)
|
|
3,821
|
|
|
(11,543
|
)
|
|
6,460
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Legal settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
||||
Capitalized software and developed technology amortization
|
|
947
|
|
|
1,024
|
|
|
2,666
|
|
|
2,700
|
|
||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
17
|
|
|
$
|
41
|
|
|
$
|
83
|
|
|
$
|
117
|
|
Research and development
|
|
1,131
|
|
|
1,017
|
|
|
3,203
|
|
|
2,545
|
|
||||
Sales and marketing
|
|
757
|
|
|
684
|
|
|
2,223
|
|
|
1,676
|
|
||||
General and administrative
|
|
970
|
|
|
875
|
|
|
2,512
|
|
|
1,876
|
|
||||
Total stock-based compensation
|
|
2,875
|
|
|
2,617
|
|
|
8,021
|
|
|
6,214
|
|
||||
Tax effect of adding back adjustments
|
|
(632
|
)
|
|
(555
|
)
|
|
(1,847
|
)
|
|
(1,601
|
)
|
||||
Non-GAAP income (loss) from continuing operations, net of tax
|
|
$
|
(4,365
|
)
|
|
$
|
6,907
|
|
|
$
|
(2,703
|
)
|
|
$
|
15,073
|
|
|
|
Three Months Ended
March 31,
|
|
Nine Months Ended
March 31,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
|
$
|
(7,555
|
)
|
|
$
|
3,854
|
|
|
$
|
(11,543
|
)
|
|
$
|
7,459
|
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
33
|
|
|
—
|
|
|
999
|
|
||||
Income (loss) from continuing operations, net of tax
|
|
(7,555
|
)
|
|
3,821
|
|
|
(11,543
|
)
|
|
6,460
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Legal settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
||||
Stock-based compensation expense
|
|
2,875
|
|
|
2,617
|
|
|
8,021
|
|
|
6,214
|
|
||||
Depreciation and amortization
|
|
1,695
|
|
|
2,172
|
|
|
5,119
|
|
|
6,427
|
|
||||
Interest and other (income) expense, net
|
|
344
|
|
|
(266
|
)
|
|
(1,059
|
)
|
|
(1,302
|
)
|
||||
Provision (benefit) for income taxes
|
|
(4,142
|
)
|
|
488
|
|
|
(6,093
|
)
|
|
2,170
|
|
||||
Adjusted EBITDA from continuing operations
|
|
$
|
(6,783
|
)
|
|
$
|
8,832
|
|
|
$
|
(5,555
|
)
|
|
$
|
21,269
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
Consolidated Statements of Income (Loss) Data
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
17,689
|
|
|
$
|
24,824
|
|
|
$
|
55,347
|
|
|
$
|
48,214
|
|
Services
|
|
16,782
|
|
|
30,163
|
|
|
60,581
|
|
|
96,524
|
|
||||
Total revenue
|
|
34,471
|
|
|
54,987
|
|
|
115,928
|
|
|
144,738
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
8,535
|
|
|
12,882
|
|
|
27,211
|
|
|
26,253
|
|
||||
Services
|
|
5,704
|
|
|
8,795
|
|
|
18,298
|
|
|
24,398
|
|
||||
Total cost of revenue
|
|
14,239
|
|
|
21,677
|
|
|
45,509
|
|
|
50,651
|
|
||||
Gross profit
|
|
20,232
|
|
|
33,310
|
|
|
70,419
|
|
|
94,087
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
15,837
|
|
|
16,067
|
|
|
44,970
|
|
|
45,372
|
|
||||
Sales and marketing
|
|
8,853
|
|
|
7,941
|
|
|
24,521
|
|
|
22,752
|
|
||||
General and administrative
|
|
6,895
|
|
|
5,259
|
|
|
19,623
|
|
|
18,635
|
|
||||
Total operating expenses
|
|
31,585
|
|
|
29,267
|
|
|
89,114
|
|
|
86,759
|
|
||||
Operating income (loss)
|
|
(11,353
|
)
|
|
4,043
|
|
|
(18,695
|
)
|
|
7,328
|
|
||||
Other income (expense), net
|
|
(344
|
)
|
|
266
|
|
|
1,059
|
|
|
1,302
|
|
||||
Income (loss) before provision (benefit) for income taxes
|
|
(11,697
|
)
|
|
4,309
|
|
|
(17,636
|
)
|
|
8,630
|
|
||||
Provision (benefit) for income taxes
|
|
(4,142
|
)
|
|
488
|
|
|
(6,093
|
)
|
|
2,170
|
|
||||
Income (loss) from continuing operations, net of tax
|
|
(7,555
|
)
|
|
3,821
|
|
|
(11,543
|
)
|
|
6,460
|
|
||||
Income from discontinued operations, net of tax
|
|
—
|
|
|
33
|
|
|
—
|
|
|
999
|
|
||||
Net income (loss)
|
|
$
|
(7,555
|
)
|
|
$
|
3,854
|
|
|
$
|
(11,543
|
)
|
|
$
|
7,459
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
March 31,
|
|
March 31,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
|
(as a percentage of revenue)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||
Product
|
|
51
|
%
|
|
45
|
%
|
|
48
|
%
|
|
33
|
%
|
Services
|
|
49
|
%
|
|
55
|
%
|
|
52
|
%
|
|
67
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
25
|
%
|
|
23
|
%
|
|
23
|
%
|
|
18
|
%
|
Services
|
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
|
17
|
%
|
Total cost of revenue
|
|
41
|
%
|
|
39
|
%
|
|
39
|
%
|
|
35
|
%
|
Gross profit
|
|
59
|
%
|
|
61
|
%
|
|
61
|
%
|
|
65
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
46
|
%
|
|
29
|
%
|
|
39
|
%
|
|
31
|
%
|
Sales and marketing
|
|
26
|
%
|
|
14
|
%
|
|
21
|
%
|
|
16
|
%
|
General and administrative
|
|
20
|
%
|
|
10
|
%
|
|
17
|
%
|
|
13
|
%
|
Total operating expenses
|
|
92
|
%
|
|
53
|
%
|
|
77
|
%
|
|
60
|
%
|
Operating income (loss)
|
|
(33
|
)%
|
|
8
|
%
|
|
(16
|
)%
|
|
5
|
%
|
Other income (expense), net
|
|
(1
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
Income (loss) before provision (benefit) for income taxes
|
|
(34
|
)%
|
|
8
|
%
|
|
(15
|
)%
|
|
6
|
%
|
Provision (benefit) for income taxes
|
|
(12
|
)%
|
|
1
|
%
|
|
(5
|
)%
|
|
1
|
%
|
Income (loss) from continuing operations, net of tax
|
|
(22
|
)%
|
|
7
|
%
|
|
(10
|
)%
|
|
5
|
%
|
Income from discontinued operations, net of tax
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Net income (loss)
|
|
(22
|
)%
|
|
7
|
%
|
|
(10
|
)%
|
|
5
|
%
|
|
|
Nine Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in thousands)
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
(14,543
|
)
|
|
$
|
34,637
|
|
Net cash provided by investing activities
|
|
12,087
|
|
|
606
|
|
||
Net cash used in financing activities
|
|
(7,946
|
)
|
|
(21,632
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(34
|
)
|
|
22
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(10,436
|
)
|
|
$
|
13,633
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
the transition away from paid carrier navigation to freemium offerings for mobile phone based navigation services;
|
•
|
impact of results of the offering of a premium upgrade on a basic version of our service that is offered for free;
|
•
|
the ability of automobile manufacturer customers to sell automobiles equipped with our products;
|
•
|
the introduction of competitive in-car platforms and products such as Apple's CarPlay and Google's Open Automotive Alliance
|
•
|
the seasonality of new vehicle model introductions and consumer buying patterns, as well as the effects of economic uncertainty on vehicle purchases
,
particularly outside of the U.S.;
|
•
|
the effectiveness of our entry into new business areas, such as advertising;
|
•
|
changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition;
|
•
|
the loss of our relationship or a change in our revenue model with any particular wireless carrier customer;
|
•
|
poor reviews of automotive service offerings into which our navigation solutions are integrated resulting in limited uptake of navigation options by car buyers;
|
•
|
loss of subscribers by our wireless carrier customers or a reduction in the number of subscribers to plans that include our services;
|
•
|
the timing and quality of information we receive from our customers;
|
•
|
our inability to attract new end users;
|
•
|
the amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure through acquisitions or organic growth;
|
•
|
the timing of expenses related to the development or acquisition of technologies, products or businesses;
|
•
|
the timing and success of new service introductions by us or our competitors;
|
•
|
the timing and success of marketing expenditures for our products;
|
•
|
the extent of any interruption in our services;
|
•
|
potential foreign currency exchange gains and losses associated with expenses and sales denominated in currencies other than the U.S. dollar;
|
•
|
general economic, industry and market conditions that impact expenditures for new vehicles, smartphones and mobile location services in the United States and other countries where we sell our services and products;
|
•
|
changes in interest rates and our mix of investments, which would impact our return on our investments in cash and marketable securities;
|
•
|
changes in our effective tax rates; and
|
•
|
the impact of new accounting pronouncements.
|
•
|
the provision of their services at no or low cost to consumers;
|
•
|
significantly greater revenue and financial resources;
|
•
|
stronger brand and consumer recognition regionally or worldwide;
|
•
|
the capacity to leverage their marketing expenditures across a broader portfolio of mobile and nonmobile products;
|
•
|
access to core technology and intellectual property, including more extensive patent portfolios;
|
•
|
access to custom or proprietary content;
|
•
|
quicker pace of innovation;
|
•
|
stronger wireless carrier, automotive and handset manufacturer relationships;
|
•
|
stronger international presence may make our larger competitors more attractive partners to automotive manufacturers and OEMs;
|
•
|
greater resources to make and integrate acquisitions;
|
•
|
lower labor and development costs; and
|
•
|
broader global distribution and presence.
|
•
|
difficulties in integrating and managing the operations, technologies and products of the companies we acquire including skobbler, which is geographically remote from our existing operations;
|
•
|
diversion of our management’s attention from normal daily operation of our business;
|
•
|
our inability to maintain the key business relationships and the reputations of the businesses we acquire, such as the European automobile manufacturer and OEM relationship of skobbler;
|
•
|
our inability to retain key personnel of the acquired company;
|
•
|
uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
|
•
|
our dependence on unfamiliar affiliates and customers of the companies we acquire;
|
•
|
insufficient revenue to offset our increased expenses associated with acquisitions;
|
•
|
our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
|
•
|
our inability to maintain internal standards, controls, procedures and policies.
|
•
|
changes in forecasted annual operating income or loss;
|
•
|
changes in relative proportions of revenue and income or loss before taxes in the various jurisdictions in which we operate;
|
•
|
changes to the valuation allowance on net deferred tax assets;
|
•
|
changes to actual or forecasted permanent differences between book and tax reporting, including the tax effects of purchase accounting for acquisitions and non-recurring charges which may cause fluctuations between reporting periods;
|
•
|
impacts from any future tax settlements with state, federal or foreign tax authorities;
|
•
|
impacts from changes in tax laws, regulations and interpretations in the jurisdictions in which we operate, as well as the requirements of certain tax rulings;
|
•
|
impacts from withholding requirements in various non-U.S. jurisdictions and our ability to recoup those withholdings, which may depend on how much revenue we have in a particular jurisdiction to offset the related expenses;
|
•
|
impacts from acquisitions and related integration activities; or
|
•
|
impacts from new FASB requirements.
|
•
|
damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third parties;
|
•
|
errors in the processing of data by our servers;
|
•
|
computer viruses or software defects;
|
•
|
physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; or
|
•
|
errors by our employees or third party service providers.
|
•
|
fluctuations in currency exchange rates;
|
•
|
unexpected changes in foreign regulatory requirements;
|
•
|
difficulties in managing the staffing of remote operations;
|
•
|
potentially adverse tax consequences, including the complexities of foreign value added tax systems, foreign tax withholding, restrictions on the repatriation of earnings and changes in tax rates;
|
•
|
dependence on foreign wireless carriers with different pricing models;
|
•
|
roaming charges to end users;
|
•
|
availability of reliable 2G, 3G and 4G mobile networks in those countries;
|
•
|
requirements that we comply with local telecommunication regulations and automobile hands free laws in those countries;
|
•
|
the burdens of complying with a wide variety of foreign laws and different legal standards;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
political, social and economic instability in some jurisdictions;
|
•
|
terrorist attacks and security concerns in general; and
|
•
|
reduced or varied protection for intellectual property rights in some countries.
|
•
|
the implementation of our equipment at new data centers and expansion of our operations at data centers;
|
•
|
the replacement of outdated or failing equipment; and
|
•
|
the acquisition of key technologies to support or expand our navigation services.
|
•
|
adversely affect our relationships with our current or future customers and other business partners;
|
•
|
cause delays or stoppages in the shipment of Telenav enabled or preloaded mobile phones or vehicles, or cause us to modify or suspend the provision of our navigation services;
|
•
|
cause us to incur significant expenses in defending claims brought against our customers, other business partners or us;
|
•
|
divert management's attention and resources;
|
•
|
subject us to significant damages or settlements;
|
•
|
require us to enter into settlements, royalty or licensing agreements on unfavorable terms; or
|
•
|
require us or our business partners to cease certain activities and/or modify our products or services.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in the financial projections we may provide to the public or our failure to meet these projections;
|
•
|
announcements by us or our competitors of significant technical innovations, relationship changes with key customers, acquisitions, strategic partnerships, joint ventures, capital raising activities or capital commitments;
|
•
|
the public’s response to our press releases or other public announcements, including our filings with the SEC;
|
•
|
lawsuits threatened or filed against us; and
|
•
|
large distributions of our common stock by significant stockholders to limited partners or others who immediately resell the shares.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1)
|
||||||
January 1 – January 31, 2014
|
|
163,177
|
|
|
$
|
6.37
|
|
|
163,177
|
|
|
$
|
583,027
|
|
February 1 – February 28, 2014
|
|
97,355
|
|
|
$
|
5.99
|
|
|
97,355
|
|
|
$
|
—
|
|
March 1 – March 31, 2014
|
|
—
|
|
|
|
|
—
|
|
|
$
|
—
|
|
||
Total
|
|
260,532
|
|
|
|
|
260,532
|
|
|
$
|
—
|
|
(1)
|
The purchases of our shares of common stock by us were made pursuant to a stock repurchase plan announced by us on March 18, 2013 that expired on March 14, 2014, under which our board of directors authorized us to purchase shares of our common stock up to an aggregate of $10.0 million, inclusive of broker fees.
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
10.16.25+
|
|
Territory License No. 9, dated February 1, 2014 by and between HERE North America, LLC, HERE Europe B.V., NAVTEQ Korea Co. Ltd, and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.16.26+
|
|
General License Agreement, dated February 10, 2014 by and between HERE North America, LLC, and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.26.16+
|
|
Amendment No. 16 effective April 17, 2014 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
Furnished herewith
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Furnished herewith
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
May 8, 2014
|
|
By:
|
|
/s/ Dr. HP J
IN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
May 8, 2014
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
10.16.25+
|
|
Territory License No. 9, dated February 1, 2014 by and between HERE North America, LLC, HERE Europe B.V., NAVTEQ Korea Co. Ltd, and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.16.26+
|
|
General License Agreement, dated February 10, 2014 by and between HERE North America, LLC, and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
10.26.16+
|
|
Amendment No. 16 effective April 17, 2014 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between Telenav, Inc. and Ford Motor Company
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
Furnished herewith
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
Furnished herewith
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Furnished herewith
|
|
|
|
|
+
|
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|
~
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
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: 2/24/2014
|
Date: 2/6/2014
|
HERE NORTH AMERICA, LLC
|
HERE EUROPE B.V.
|
By: /s/ Gregory P. Drescher
|
By: /s/ R.A.J. Houben
|
Name: Gregory P. Drescher
|
Name: R.A.J. Houben
|
Title: Senior Legal Counsel
|
Title: Managing Director
|
Date: 2/24/2014
|
Date: 2/26/2014
|
|
HERE EUROPE B.V.
|
NAVTEQ KOREA CO. LTD.
|
By: /s/ Surianah Bte Rasiman
|
By: /s/ Stephen Kelley
|
Name: Surianah Bte Rasiman
|
Name: Stephen Kelley
|
Title: Admin. Asst.
|
Title: Director
|
Date: 2/26/2014
|
Date: 2/24/2014
|
|
TERMS AND CONDITIONS
|
I.
|
Territories
.
|
x
|
North America Territory –United States (including Puerto Rico, and US Virgin Islands), Canada and Mexico
|
x
|
Latin America Territory – consisting of Brazil, Argentina, Chile, Venezuela, Colombia, Peru, Uruguay, Martinique, Guadeloupe, French Guiana, Cayman Islands, The Bahamas, Costa Rica, Panama, Paraguay, and Aruba)
|
x
|
India
|
x
|
South Korea
|
x
|
Taiwan
|
x
|
Southeast Asia Territory – (consisting of Vietnam, Thailand, Philippines, Singapore, Malaysia, Indonesia, and Brunei)
|
x
|
Australia/New Zealand
|
x
|
Israel
|
x
|
Africa Territory – (consisting of Botswana, Egypt, Kenya, Lesotho, Morocco, Namibia, South Africa, and Swaziland)
|
x
|
Middle East Territory – (consisting of Bahrain, Jordan, Kazakhstan, Kuwait, Lebanon, Oman, Qatar, United Arab Emirates, and Saudi Arabia)
|
x
|
Turkey
|
x
|
Europe Territory, consisting of:
|
•
|
Eastern Europe
|
•
|
Western Europe
|
II.
|
Data
|
A.
|
Base Map Data
. “
Base Map Data
” means, as it relates to any particular country, the standard geographic map data (i.e., not including Additional Content) as and when generally released for commercial use by HERE for such country or portion thereof and which is referred to (and further described) in the applicable standard product documentation provided by HERE as the “Base Map” for that country or portion thereof. For purposes of determining which features and attributes are deemed to be “Base Map Data” and covered by the per Subscription Fees in
Exhibit D
, a description of such features and attributes is set forth in the then-current Attribute Overview and Usage Guide (or equivalent document) made available to Client as part of the Customer Technical Reference Guide. HERE may update the list of features and attributes included in “Base Map Data” but shall not reclassify any “Base” attributes as “Premium”. In the event that HERE violates the foregoing, Client shall have the right to continue using such attribute as part of the “Base Map Data” licensed hereunder and shall not be obligated to pay any incremental amount associated with such use for the duration of the TL Term.
|
B.
|
Additional Content
. “
Additional Content
” means Data licensed under this TL in addition to Standard Data (as defined above) as such Data is further described in
Exhibit E
attached thereto. Additional Content shall be subject to the terms and conditions in
Exhibit E
and the applicable fees described in Section V(A) below. HERE reserves the right to discontinue Additional Content upon reasonable notice to Client; provided, however, that the last release of any discontinued Additional Content may be included in any Copies distributed thereafter. Additional Content is not available on a standalone basis and may be licensed and used in conjunction with Data only.
|
C.
|
Add-Ons. “
Add-Ons
” means additional content generally released by HERE from time to time for which HERE does not charge, in its sole discretion, additional license fees. HERE shall be under no obligation to release such additional content.
|
III.
|
Application
.
|
A.
|
A “
Vehicle Integrated Route Guidance Application
” means a Server-Based Application that can be Vehicle Integrated and uses Data solely to provide information through a Portable Consumer Device in connection with solely one or more of the functions of (a) Real Time Route Guidance; (b) POI/address search (including Geocoding and Reverse Geocoding); (c) Map Display; (d) Map and Route Functionality; (e) Routing Directions; (f) Positioning Information; (g) Destination/Waypoint Delivery; and (h) Route Delivery (collectively, “
Mobile Route Guidance Functionality
”). Vehicle Integrated Route Guidance Applications may not: (1) enable Mobile Route Guidance Functionality that is capable of operating in the vehicle without interacting with the [*****]; (2) provide capability of determining an Electronic Horizon; (3) enable Route Delivery to applications that do not use map data [*****]; (4) enable Destination/Waypoint Delivery to applications that do not use map data [*****]; (5) store POIs in any applications that do not use map data [*****], except for [*****] applications, in which case, up to a maximum of [*****] POIs may be stored; (6) send bulk downloads of POIs and/or Routes to other applications; (7) send road network data and/or geometry data to other applications; (8) send POI information (e.g., name, address) to other applications that do not use map data [*****]; (9) Destination/Waypoint Delivery or Route Delivery to other applications for purposes other than the End-User’s personal use (including for improving errors or missing data in third-party map data); and (10) combine third-party map data in the [*****] with any map data [*****], except as otherwise set forth under Section VII(C) below.
|
B.
|
An “
Off-Board Route Guidance Application
” means a Server-Based Application that uses Data through an application running on an [*****] of an [*****] system installed in a [*****] to provide information to End-Users in connection with solely one or more of the functions of: (a) Real Time Route Guidance; (b) POI/address search (including Geocoding and Reverse Geocoding); (c) Map Display; (d) Routing Directions; (e) Positioning Information; (f) Destination/Waypoint Delivery; and (g) Route Delivery (collectively, “
Off-Board Route Guidance Functionality
”). Off-Board Route Guidance Applications may not: (1) provide capability of determining an Electronic Horizon; (2) enable Route Delivery to applications that do not use map data [*****]; (3) enable Destination/Waypoint Delivery to applications that do not use map data [*****]; (4) store POIs in any applications that do not use map data [*****], except for [*****] applications, in which case, up to a maximum of [*****] POIs may be stored; (5) send bulk downloads of POIs and/or Routes to other applications; (6) send road network data and/or geometry data to other applications; (7) send POI information (e.g., name, address) to other applications that do not use map data [*****]; (8) Destination/Waypoint Delivery or Route Delivery to other applications for purposes other than the End-User’s personal use (including for improving errors or missing data in third-party map data); and (9) combine third-party map data in the [*****] with map data [*****] except as otherwise set forth under Section VII(C) below.
|
C.
|
A “
Portable Consumer Device-Based Map and Route Application
” means a Server-Based Application consisting of computer software programs and/or application programming interfaces (“
APIs
”) developed by or for Client that uses Data to provide Map and Route Only Functionality to End-Users with a Subscription for such functionality. Each such Subscription is associated with a [*****] vehicle (per [*****]) and entitles the vehicle owner (up to [*****]) access to one or more Map and Route Only Functionality applications through a Portable Consumer Device, a PC and/or a Vehicle Integrated device. A Portable Consumer Device-Based Map and Route Application may not: (1) provide capability of determining an Electronic Horizon; (2) enable Route Delivery to applications that do not use map data [*****]; (3) enable Destination/Waypoint Delivery to applications that do not use map data [*****]; (4) store POIs in any applications that do not use map data [*****], except for [*****] applications, in which case, up to a maximum of [*****] POIs may be stored; (5) send bulk downloads of [*****] to other applications; (6) send road network data and/or geometry data to [*****]; (7) send POI information (e.g., name, address) to other applications that do not use map data [*****]; (8) send Destination/Waypoint Delivery or Route Delivery to other applications for purposes other than the End-User’s personal use (including for improving errors or missing data in third-party map data); and (9) combine third-party map data in the [*****] with map data [*****], except as otherwise set forth under Section VII(C) below.
|
IV.
|
Licensed Use
. Use of the Data is limited to:
|
A.
|
Storing a Copy of all or any portion of the Data on one or more internal servers possessed or otherwise controlled by Client; and
|
B.
|
Using such Data together with Applications licensed under this TL to provide the information or enable the functionality specified under Section III to End-Users; and
|
C.
|
Client may sublicense the rights under Section IV.B to [*****] and further allow [*****] to sublicense such rights to [*****], but in all cases only for the [*****]. Such sublicense with [*****] (and any further sublicense to [*****]) shall be made via written agreement setting forth terms and conditions no less restrictive than those set forth in this TL and the Agreement. Client shall use commercially reasonable efforts to enforce the terms of its agreement with [*****], which shall include the obligation for [*****] to comply with the applicable terms and conditions set forth herein and to enforce such terms against [*****].
|
V.
|
Fees to HERE
.
|
A.
|
License Fees
. License fees hereunder consist of the per Subscription fees applicable to use of the Data for the applicable Territory for each Application specified herein (“License Fees”), combined with the amounts due for any Additional Content that is made accessible for use in such Application (“Additional Content Fees”). For the avoidance of doubt, the pricing for each Territory in the tables in
Exhibit D
reflects the total amount due to HERE for each Copy, after combining the License Fees and the applicable Additional Content Fees (collectively, the “License Fees”).
|
B.
|
License Fee Reports & Due Dates
. Notwithstanding anything to the contrary under Section 5.8 of the Agreement, License Fee reports specifying for the number of Subscriptions granted in each calendar month are due within [*****] days of Client’s receipt of such information from [*****], but in no event no later than the [*****] day after the [*****] for which the report is provided. Following receipt of such report, HERE shall invoice Client for the amounts due. Client shall ensure that all Applications licensed hereunder are distributed to End-Users with a valid End-User account associated with an Identified Vehicle. For each Subscription granted, Client shall pay the License Fees as specified under
Exhibit D
by the [*****] day of the [*****] following the [*****] for which the License Fee report is provided (e.g., for new Subscriptions granted in [*****], the License Fee report is due by [*****], and payment is due by [*****]).
|
C.
|
Currency
. License Fees hereunder shall be paid in U.S. Dollars or such other currency as specified in this TL.
|
VI.
|
End-User Terms; Supplier Terms
.
|
A.
|
The End-User Terms are attached as
Exhibit B
. In all instances where the Application uses, accesses, reflects or relies upon any portion of the Data to deliver information to End-Users, Client shall provide End-Users with a copy of the End-User Terms and shall provide conspicuous notice to End-Users prior to their use of, or access to, any portion of the Data that their use thereof is subject to the End-User Terms.
|
B.
|
Client shall comply with the third party supplier requirements and restrictions with respect to use of the Data as made available through the HERE B2B Download Center.
|
VII.
|
Additional Provisions
.
|
A.
|
Audit
. During the TL Term, HERE has the right to audit Client’s records regarding its use of the Data and the number of Subscriptions granted for the calculation of license fees in accordance with Section 5.9 of the Agreement. With respect to any License Fees reported by Client which are based on third-party reports from Client’s permitted sublicensees (e.g., Subscriptions reported by [*****] and its [*****]), Client shall use commercially best efforts to require Client’s customer [*****] to provide adequate documentation and information for a period covering [*****] after the applicable payment of License Fees related to such reported amounts to substantiate the methodology used to track Subscriptions and to verify the accuracy of the number reported.
|
B.
|
Location Platform Services
. Client’s use of HERE APIs to enable the Applications to access certain location platform services made available by HERE are subject to the terms and conditions of the separate agreement for which such APIs are licensed to Client, made by and between Client and HERE.
|
C.
|
Third Party Content
. Client may not combine, associate, use or layer third party content or data with the Data and/or information or results derived from the Data that is [*****] to the [*****] of HERE [*****] specified under Attachment 1 to this TL.
|
D.
|
Caching
. Notwithstanding anything to the contrary contained herein, Client and/or [*****] shall be allowed to store a limited cache of Destination/Waypoint data as a list of “Favorites” and/or “Recents” for individual End-Users. The cached Destination/Waypoint
|
EXHIBIT A
DEFINITIONS
|
EXHIBIT B
END-USER TERMS
|
NOTICE OF USE
CONTRACTOR (MANUFACTURER/SUPPLIER) NAME: HERE
CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS:
c/o Nokia 425 West Randolph Street, Chicago, Illinois 60606
This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Data was provided.
© 1987 - 2013 HERE – All rights reserved.
|
EXHIBIT C
|
EXHIBIT D
PRICING
|
1.
|
Subscription Fees for
[*****]
(All Territories)
.
|
CONTENT
|
PER SUBSCRIPTION FEES
|
|||
Standard Per Subscription Fee
|
Per Subscription Fee
[*****]
|
Standard Per Subscription Fee
[*****]
|
Per Subscription Fee
[*****]
|
|
Base Map Data
Extended Listing POIs
Supplemental Listings
Core POIs
HERE Traffic (ML)
Point Addressing (for Bulgaria, Czech Republic, Russia, Slovakia and Ukraine only)
Hook Turns (for Australia only)
2D Footprints
Brand Icons
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
2.
|
Subscription Fees for
[*****]
.
|
CONTENT
|
PER SUBSCRIPTION FEES
|
|
Territory*
|
Per Subscription Fee
|
|
Base Map Data
Core POIs
Extended Listing POIs
Supplemental Listings
HERE Traffic (ML)
Point Addressing (for Bulgaria, Czech Republic, Russia, Slovakia and Ukraine only)
Hook Turns (for Australia only)
2D Footprints
Brand Icons
|
US/Canada/Mexico
|
[*****]
|
Europe Territory, Russia
|
[*****]
|
|
Australia/New Zealand
|
[*****]
|
|
Middle East Territory
|
[*****]
|
|
Israel
|
[*****]
|
|
South Africa/Egypt
|
[*****]
|
|
South Korea
|
[*****]
|
|
Taiwan
|
[*****]
|
|
Latin America Territory
|
[*****]
|
|
Vietnam, Thailand, Philippines
|
[*****]
|
|
India
|
[*****]
|
|
Turkey
|
[*****]
|
3.
|
Subscription Fees for
[*****]
(All Territories)
.
|
EXHIBIT E
ADDITIONAL CONTENT SCHEDULE
|
1.
|
HERE Traffic (ML)
.
|
4.
|
Supplemental Listings.
|
5.
|
Point Addressing.
|
6.
|
Hook Turns
|
7.
|
2D Footprints
|
8.
|
Brand Icons
|
EXHIBIT E
SERVICE LEVEL AGREEMENT FOR HERE TRAFFIC (ML)
|
1.
|
Definitions
|
2.
|
Service Level Management
|
2.1.
|
Standard HERE Traffic ML Availability
|
2.2.
|
Monitoring
|
2.3.
|
Operations Support Contacts
|
Entity
|
Telephone
|
E-Mail Address
|
HERE
|
[*****]
|
[*****]
|
Client
|
[*****]
|
[*****]
|
3.
|
CHANGE MANAGEMENT
|
3.1.
|
Maintenance Notifications
|
3.2.
|
HERE Traffic ML Maintenance
|
4.
|
Excluded Services
|
ATTACHMENT 1
CORE CONTENT CATEGORIES
|
Number
|
Attribute List
|
Q22013 Content Name
(Base Map/Content Name) |
Commingling
(Core/Open Data Content) |
Description
|
1. Link Attributes
|
|
|
|
|
General Attributes
|
|
|
|
|
1
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
2
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
3
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
4
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
5
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
6
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
7
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
8
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
9
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Lane Attributes (10-18)
|
|
|
|
|
10
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
11
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
12
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
13
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
14
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
15
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
16
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
17
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
18
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
19
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
20
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
21
|
[*****]
|
Transit and Pedestrian
|
[*****]
|
[*****]
|
22
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
23
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
24
|
[*****]
|
Speed Limits
|
[*****]
|
[*****]
|
25
|
[*****]
|
Speed Limits
|
[*****]
|
[*****]
|
26
|
[*****]
|
Transit and Pedestrian
|
[*****]
|
[*****]
|
27
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Access Characteristics
|
|
|
|
|
28
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
29
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
30
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
31
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
32
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
33
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
34
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
35
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
36
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
37
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Display Characteristics
|
|
|
|
|
38
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
39
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
40
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Complex Intersection (41-46)
|
|
|
|
|
41
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
42
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
43
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
44
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
45
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
46
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
47
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
48
|
[*****]
|
Trucks (Loading Dock Locations)
|
[*****]
|
[*****]
|
49
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
50
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
51
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
52
|
[*****]
|
Off-Road
|
[*****]
|
[*****]
|
53
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
54
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
55
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
56
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
57
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
58
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
59
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
60
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
61
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
62
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
63
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
64
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
65
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
66
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
67
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Special Attributes
|
|
|
|
|
ADAS (68-73)
|
|
|
|
|
68
|
[*****]
|
Enhanced Height & Slope
|
[*****]
|
[*****]
|
69
|
[*****]
|
Enhanced Curvature
|
[*****]
|
[*****]
|
70
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
71
|
[*****]
|
Enhanced Curvature
|
[*****]
|
[*****]
|
72
|
[*****]
|
Enhanced Height & Slope
|
[*****]
|
[*****]
|
73
|
[*****]
|
Enhanced Height & Slope
|
[*****]
|
[*****]
|
74
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
75
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
76
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
77
|
[*****]
|
Scenic Routes
|
[*****]
|
[*****]
|
78
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
79
|
[*****]
|
Trucks
|
[*****]
|
[*****]
|
80
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
81
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Names/Addresses
|
|
|
|
|
82
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
83
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
84
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
85
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
86
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
87
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
88
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
89
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
90
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
91
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
92
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
93
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Name Status
|
|
|
|
|
94
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
95
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
96
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
97
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
98
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
99
|
[*****]
|
Scenic Routes
|
[*****]
|
[*****]
|
100
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
101
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
2. Administrative Areas
|
|
|
|
|
102
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
103
|
[*****]
|
Base Map
|
[*****]
|
|
104
|
[*****]
|
Base Map
|
[*****]
|
|
105
|
[*****]
|
Base Map
|
[*****]
|
|
106
|
[*****]
|
Base Map
|
[*****]
|
|
107
|
[*****]
|
Base Map
|
[*****]
|
|
108
|
[*****]
|
Base Map
|
[*****]
|
|
109
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
110
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
111
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
112
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
113
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
114
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
115
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
116
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
117
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
118
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
119
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
120
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
121
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
122
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
3. Point Features
|
|
|
|
|
Point Features
|
|
|
|
|
123
|
[*****]
|
Trucks (Distance Markers)
|
[*****]
|
[*****]
|
124
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
125
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
126
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
127
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
Point Feature Attributes
|
|
|
[*****]
|
|
128
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
129
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
130
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
131
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
132
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
133
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
134
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
135
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
136
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
137
|
[*****]
|
Trucks (Distance Markers)
|
[*****]
|
[*****]
|
138
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
139
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
140
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
141
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
142
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
143
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
144
|
[*****]
|
Point Addressing
|
[*****]
|
[*****]
|
145
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
146
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
147
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
148
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
149
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
150
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
151
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
152
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
153
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
4. Points of Interest
|
|
|
|
|
154
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
155
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
156
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
157
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
158
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
159
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
160
|
[*****]
|
Natural Guidance
|
[*****]
|
[*****]
|
161
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
162
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
163
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
164
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
165
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
166
|
[*****]
|
Fuel Types
|
[*****]
|
[*****]
|
167
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
168
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
169
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
170
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
171
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
172
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
173
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
174
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
175
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
176
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
177
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
178
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
179
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
180
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
181
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
182
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
183
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
184
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
185
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
186
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
187
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
188
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
189
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
190
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
191
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
192
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
193
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
194
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
195
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
196
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
197
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
198
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
199
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
200
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
201
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
202
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Additional Attributes (203-210)
|
|
|
|
|
203
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
204
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
205
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
206
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
207
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
208
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
209
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
210
|
[*****]
|
Trucks (Truck POIs)
|
[*****]
|
[*****]
|
5. Signs
|
|
|
|
|
211
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
212
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
213
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
214
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
215
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
216
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
217
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
218
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
219
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
6. Landuse
|
|
|
|
|
Landuse Features
|
|
|
|
|
220
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
221
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
222
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
223
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
224
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
225
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
226
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
227
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
228
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
229
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
230
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
231
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
232
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
233
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
234
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
235
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
236
|
[*****]
|
Enhanced Elevation Contours
|
[*****]
|
[*****]
|
237
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
238
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
239
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
240
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
241
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
242
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
243
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
244
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
245
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
246
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
247
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
248
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
249
|
[*****]
|
Transit and Pedestrian
|
[*****]
|
[*****]
|
250
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
251
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
252
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
253
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
254
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
255
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
256
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
257
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
258
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
259
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
260
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
261
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
262
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
263
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
264
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
265
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
266
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
Landuse Attributes
|
|
|
|
|
267
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
268
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
269
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
270
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
271
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
272
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
273
|
[*****]
|
Basic 3D City Models
|
[*****]
|
[*****]
|
274
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
275
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
276
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
277
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
7. Country Attributes
|
|
|
|
|
278
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
279
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
280
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
281
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
282
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
283
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
284
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
285
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
286
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
287
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
288
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
289
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
290
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
291
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
292
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
293
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
8. Node Attributes
|
|
|
|
|
294
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
295
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
296
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
297
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
9. Conditions
|
|
|
|
|
Condition Type
|
|
|
|
|
298
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
299
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
300
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
301
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
302
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
303
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
304
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
305
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
306
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
307
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
308
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
309
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
310
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
311
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
312
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
313
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
314
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
315
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
316
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
317
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
318
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
319
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
320
|
[*****]
|
2D Junction Visuals
|
[*****]
|
[*****]
|
321
|
[*****]
|
Extended Lanes & Lane Markings
|
[*****]
|
[*****]
|
322
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
323
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
324
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
325
|
[*****]
|
Parking Restrictions
|
[*****]
|
[*****]
|
326
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
327
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
328
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
329
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
330
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
331
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
332
|
[*****]
|
Signs, Signals & Warnings
|
[*****]
|
[*****]
|
333
|
[*****]
|
Base Map
|
[*****]
|
[*****]
|
429
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
430
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
431
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
432
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
433
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
434
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
435
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
436
|
[*****]
|
Voice
|
[*****]
|
[*****]
|
(1)
|
HERE North America, LLC
, a Delaware limited liability company located at 425 West Randolph Street, Chicago, IL 60606 ("
Provider
"), and
|
(2)
|
Telenav, Inc.,
an entity incorporated in Delaware and located at 950 De Guigne Dr., Sunnyvale, CA 94085("
Customer
").
|
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.
|
1.
|
Attachments II, III, and V of the Agreement (as amended herein) will apply to the [*****], while a new Purchase Order and a new Statement of Work (Ford SYNC [*****]) for the [*****] will be appended to the Agreement.
|
2.
|
Attachment II – Software Development and Licensed Software Supplemental Terms and Conditions, delete Section 6.1.2 and replace with the following: “Unless otherwise specified in the SoW, Supplier shall provide Buyer with written notice of delivery of each phase’s Deliverables and Buyer will reply to Supplier with written acknowledgment of such notice. Buyer will have [*****] from the date of such acknowledgment to provide written acceptance of such Deliverables or provide a list of problems or non-conformities to Supplier within said period. The Deliverables will be deemed accepted: a) if Buyer fails to reject such deliverables during the acceptance period; or b) Buyer provides Supplier with written notice of acceptance. For purposes of this Section 6.1.2, written notice will include notice via email.”
|
3.
|
Attachment II – Software Development and Licensed Software Supplemental Terms and Conditions, delete Section 10.1 and replace with the following:
|
4.
|
Attachment III – Ford-TeleNav Sync Generation 2 On-Board Navigation Global Terms and Conditions, in Section 27.01, replace “Supplier shall be Buyer's preferred provider for GPS on-board navigation integrated within Ford Sync Gen 2” with “Supplier shall be Buyer's preferred provider for GPS on-board navigation integrated within Ford Sync Gen 2 [*****]”.
|
5.
|
Attachment III – Ford-TeleNav Sync Generation 2 On-Board Navigation Global Terms and Conditions, in Section 27.01, replace “or if Supplier is unable to provide the GPS on-board navigation in that region [*****]” with “or if Supplier is unable to provide the GPS on-board navigation in that region [*****]”.
|
6.
|
In Attachment V, delete Section 1 in its entirety and replace with the following:
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
License Fee per SD Card (does not include SD Card)
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
CY
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
License Fee
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
•
|
Currency: USD price valid for all geographic regions.
|
•
|
Pricing assumptions:
|
◦
|
Gen2: [*****] in [*****], [*****] in [*****], [*****] in [*****], [*****] in [*****]
|
◦
|
[*****] price, [*****] in [*****], [*****] in [*****]
|
◦
|
Assumes [*****] for all [*****] starting [*****]
|
•
|
[*****]
|
◦
|
Per the terms outlined in the October 12, 2009 SYNC Generation 2 on-board navigation agreement, for content not otherwise provided by Telenav, Ford will pay third party fees directly to the applicable third party
|
◦
|
Price does not include [*****]”
|
7.
|
In Attachment V, Section 2, delete the title “
NRE Fees
” and replace with “
NRE, Maintenance and Support, and Map Compilation and Integration Services Fees for Gen 2
[*****]”.
|
8.
|
In Attachment V, Section 2, delete “Ford will pay TeleNav the following one-time NREs fees for customized software development (refer to Attachment II, Software Development Supplemental Terms and Conditions)” and replace with the following:
|
9.
|
In Attachment V, after the end of Section 2c but before Section 3, add the following:
|
[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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||
[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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Region
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Annual Map Compilation and Integration Services Fee
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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Region
|
Post-Initial Term Annual Map Compilation and Integration Services Fee
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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10.
|
In Attachment V, delete Section 3 in its entirety and replace with the following:
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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•
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Ford shall report to Telenav which vehicles have been sent [*****] to determine which maps have been [*****]. [*****] map data must be locked out or deleted once [*****] has been [*****].
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•
|
[*****]. No other function will be permitted
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1.
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Ford may request to add [*****] for a fee of [*****]; and
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2.
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Telenav will provide Ford a [*****] for Content Fees [*****] after the [*****] for a [*****].
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
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[*****]
|
•
|
[*****] assume carry over [*****]. Pricing and content as defined by [*****] has not been created by [*****].”
|
11.
|
In Attachment V, delete Section 4 in its entirety and replace with the following:
|
12.
|
In Attachment V, [*****] shall [*****] to the [*****] unless otherwise agreed to in writing by the parties.
|
13.
|
After
Attachment X
, add as
Attachment XI
, attached hereto and incorporated by reference herein.
|
FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahan
(Printed Name)
Title:
SYNC Software Buyer
Date:
4/17/14
|
TELENAV, INC.
By:
/s/ Michael W. Strambi
(Signature)
Name:
Michael W. Strambi
(Printed Name)
Title:
Chief Financial Officer
Date:
4/21/14
|
1
|
Scope and Background
|
Word or Phrase
|
Interpretation
|
Engineering Spec
|
Ford’s Engineering Spec, reference #1
|
SYNC
|
The automobile resident interactive platform that will host the Navigation Client.
|
Human Machine Interface (HMI)
|
Human Machine Interface implementation owned by [*****]
|
Voice User Interface (VUI)
|
Voice-based User Interface owned by Nuance
|
Voice Control Application (VCA) data
|
The data transformed by Telenav per agreed VCA specifications and provided to Nuance to generate Voice grammars
|
Navigation Plug-in
|
Software module that is installed in the SYNC platform in the automobile that supports features in the Engineering Spec.
|
Navigation APIs
|
The Application Program Interfaces provided by the Navigation Plug-in to access Navigation features supported in the Navigation Plug-In
|
Navigation Display
|
TeleNav implementation of navigation screen, residing underneath HMI layer
|
Text to Speech (TTS) engine
|
Embedded text-to-speech engine owned by Nuance
|
GPSM
|
The GPS Module providing location related information for real-time navigation
|
Sirius Radio
|
The source of dynamic data via satellite radio
|
2
|
Features and Requirements
|
3
|
Project Timelines and Feature Deliverables
|
4
|
Software Deliverables
|
5
|
Change Request / Change Management
|
6
|
Quality Validation Process
|
7
|
Release and Acceptance
|
8
|
Dependencies
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 8, 2014
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
DR. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 8, 2014
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|
Date:
|
May 8, 2014
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
May 8, 2014
|
|
By:
|
|
/s/ MICHAEL STRAMBI
|
|
|
|
|
|
Michael Strambi
|
|
|
|
|
|
Chief Financial Officer
|